Vyome Holdings, Inc 8-K

What Happened
Vyome Holdings (through its indirect subsidiary LiveChain, Inc. or “LICH”) announced a binding letter of intent (LOI) dated December 17, 2025, under which LICH will form a Newco subsidiary to acquire a senior secured convertible note issued by Sociometric Solutions, Inc. (d/b/a Humanyze) that is currently held by Remus Capital Series B II, L.P. (“Remus”). The LOI calls for LICH to issue shares to Remus representing 25% of LICH’s fully diluted common stock immediately prior to closing, with an additional 10% of LICH common stock reserved for key and future employees (leaving current LICH shareholders with an expected ~65% ownership after closing). The LOI is binding on its terms but is subject to definitive agreements and customary closing conditions.

Key Details

• Consideration: Remus will receive shares equal to 25% of LICH on a fully diluted basis; 10% of LICH shares reserved for employee pool; current holders expected to retain ~65% post-close.
• Good faith deposit: LICH will remit $20,000 directly to Humanyze as a condition to closing.
• Governance and protections: Remus may appoint one director to the LICH board immediately after closing; Remus agreed to keep Humanyze active to service certain debts/liabilities.
• Timing and approvals: Parties agreed to use commercially reasonable efforts to sign definitive agreements within 30 days of the LOI and to close within 45 days after conditions are met. The transaction is a related‑party matter and was reviewed and approved by Vyome’s Audit Committee and Board (certain Remus partners recused from deliberations).

Why It Matters
This LOI signals a planned debt‑for‑equity exchange that would give Remus a meaningful ownership stake in LICH (25% plus board representation) in return for surrendering the Humanyze convertible note. For investors, the arrangement could affect ownership dilution of LICH and control dynamics at the subsidiary level, and it shows Vyome/LICH pursuing alternative financing or restructuring of an existing third‑party note rather than a cash repayment. The transaction is not final — it depends on executing definitive agreements and meeting closing conditions described in the LOI.