VHAQ Viveon Health Acquisition Corp

Item 1.02 Termination of a Material Definitive Agreement

As disclosed in a Current Report on Form 8-K on January 12, 2022, Viveon Health Acquisition Corp., a Delaware corporation (“Viveon”), entered into a Merger Agreement (the “Merger Agreement”) by and among Viveon, VHAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Viveon (“Merger Sub”), and Suneva Medical, Inc., a Delaware corporation (“Suneva”). Pursuant to the terms of the Merger Agreement, a business combination between Viveon and Suneva was proposed to be effected through the merger of Merger Sub with and into Suneva, with Suneva surviving the merger as a wholly owned subsidiary of Viveon (the “Merger”). At the time of the signing of the Merger Agreement, the board of directors of Viveon had (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Viveon.

On February 2, 2023, legal counsel for Viveon sent a letter informing Suneva’s legal counsel that Viveon decided, effective immediately, to unilaterally terminate the Merger Agreement pursuant to Sections 10.2(a) and 10.3 thereof, based upon material breaches of the Merger Agreement by Suneva. The termination letter was sent without prejudice and reserved all of Viveon, Merger Sub and Viveon Health, LLC (Viveon’s sponsor) rights, claims and remedies, specifically including those within the Merger Agreement, against Suneva and others associated with Suneva who participated in the merger discussions and arrangements, and waived none.

At this time, Viveon intends to seek a business combination with another operating company. Pursuant to Viveon’s Amended and Restated Certificate of Incorporation (the “Charter”), Viveon may, on a monthly basis, extend the date to consummate a business combination until June 30, 2023, by depositing $100,000 on a monthly basis into its trust account established at Continental Stock Transfer & Trust Company in connection with its initial public offering (the “Trust Account”). If Viveon anticipates that it may not be able to consummate its initial business combination on or before June 30, 2023 it may elect to (i) seek to amend the Charter to extend the date of consummation with stockholder approval, or (ii) liquidate the Trust Account and dissolve.