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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30~~March 31, ~~2022~~ 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-39827

VIVEON HEALTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-2788202

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

~~c/o~~3480 Peachtree ~~Gibson,~~Road ~~Deal & Fletcher~~NE, PC

~~Spalding~~2nd Floor ~~Exchange~~-Suite #112,

~~3953~~Atlanta, Georgia ~~Holcomb Bridge Road~~30326

Suite 200

Norcross, Georgia 30092

(Address of principal executive offices and zip code)

(404)-861-5393

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock VHAQ NYSE American, LLC** Warrants VHAQW ~~NYSE~~* ~~American, LLC~~ Units VHAQ NYSE American, LLC** Rights VHAQR NYSE American, LLC**

~~Indicate~~* The byWarrants ~~check~~trade ~~mark~~on ~~whether~~ the ~~registrant (1)~~OTC ~~has~~Pink ~~filed~~Marketplace ~~all~~maintained ~~reports required to be filed~~ by ~~Section 13 or 15(d) of~~ the ~~Securities~~OTC ~~Exchange~~Markets ~~Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)~~Group, ~~and (2) has been subject to such filing requirements for the past 90 days~~Inc. ~~Yes ☒ No ☐~~

~~Indicate by check mark whether the registrant~~** ~~has~~The ~~submitted~~Units, ~~electronically~~Common ~~every~~Stock ~~Interactive~~and ~~Data~~Rights ~~File~~remain ~~required~~listed toon bethe ~~submitted~~NYSE ~~pursuant~~American topending ~~Rule~~the ~~405~~outcome of ~~Regulation~~an ~~S-T~~appeal. ~~(Section~~Although ~~232.405 of~~trading ~~this~~has ~~chapter)~~been ~~during~~suspended on the ~~preceding~~NYSE 12American, ~~months~~the ~~(or~~securities ~~such~~are ~~shorter~~currently ~~period~~traded ~~that~~on the ~~registrant~~OTC ~~was~~Pink ~~required~~Marketplace tomaintained ~~submit~~by ~~such~~the ~~files).~~OTC ~~Yes ☒ No~~Markets ☐Group, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~☒ No~~ ☐ No ☒

As of ~~November~~June 186, ~~2022~~2024, there were 105,~~064~~656,~~124~~160 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

VIVEON HEALTH ACQUISITION CORP.

TABLE OF CONTENTS

		Page
PART 1 - FINANCIAL INFORMATION
Item 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	1
	Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and September 30, 2021	2
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and September 30, 2021	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 and 2022	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and September 30, 2021	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022.	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2837
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3354
Item 4.	CONTROLS AND PROCEDURES	3354
PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	3555
Item 1A.	RISK FACTORS	3555
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3555
Item 3.	DEFAULTS UPON SENIOR SECURITIES	3555
Item 4.	MINE SAFETY DISCLOSURES	3555
Item 5.	OTHER INFORMATION	3555
Item 6.	EXHIBITS	3655
SIGNATURES		3756

PART 1 – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

VIVEON HEALTH ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	March 31, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	~~286~~77,~~092~~861		$	~~395~~19,~~235~~847
Prepaid expenses		345,~~077~~000			348,~~863~~726
Due from related party		15,000			15,000
Total current assets		82,861			68,573
Total current assets		335,169			414,098
Investment held in Trust Account		20,336,813			53,815,395
Investment held in Trust Account		52,819,665			203,282,989
Deferred tax asset		138,759			39,259
Total Assets	$	5320,~~154~~558,~~834~~433		$	~~203~~53,~~697~~923,~~087~~227
Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	~~209~~223,~~324~~568		$	47226,~~720~~796
Accrued costs and expenses		2,~~859~~419,~~521~~982			12,~~927~~269,~~662~~218
Franchise tax payable		~~310~~422,~~559~~755			~~197~~397,~~200~~002
Promissory notes, net of discount		1,097,220			—
Note Agreements payable		2,045,000			2,045,000
Due to related party		16,170			15,850
Note Agreements payable - related party		1,955,000			1,955,000
Total current liabilities		4,492,794			2,188,432
Due to related party		260,586			55,806
Promissory notes, net of discount - related party		514,240			75,000
Common stock tendered for redemption		—			34,004,514
Total current liabilities		7,841,131			41,028,336
Deferred underwriting fee		7,043,750			7,043,750
Warrant liabilities		71,~~227~~993,~~977~~441			42,~~188~~535,~~221~~515
Total Liabilities		18,764,521			13,420,403
Uncertain tax position liability		100,569			100,569
Commitments and Contingencies (see Note 7)
Total Liabilities		16,978,891			50,708,170
Common Stock subject to possible redemption, 5,032,874 and 20,125,000 shares at redemption value as of September 30, 2022 and December 31, 2021, respectively		52,509,106			203,262,500
Commitments and Contingencies (see Note 7)		-			-
Common Stock subject to possible redemption, 1,844,774 shares at redemption value as of March 31, 2023 and December 31, 2022, respectively		19,517,056			19,413,879
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock not subject to possible redemption, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 issued and outstanding (excluding 5,032,874 and 20,125,000 shares subject to redemption as of September 30, 2022 and December 31, 2021, respectively)		503			503
Common stock not subject to possible redemption, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 issued and outstanding (excluding 1,844,774 shares subject to redemption as of March 31, 2023 and December 31, 2022, respectively)		503			503
Additional paid-in capital		—			~~157,140~~
Accumulated deficit		(1815,~~119~~938,~~296~~017	)		(1316,~~143~~199,~~459~~325	)
Total Stockholders’ Deficit		(1815,~~118~~937,~~793~~514	)		(1216,~~985~~198,~~816~~822	)
Total Liabilities and Stockholders’ Deficit	$	5320,~~154~~558,~~834~~433		$	~~203~~53,~~697~~923,~~087~~227

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VIVEON HEALTH ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
	2022			2021			2022			2021
Operating costs	$	268,674		$	283,686
Operating costs	$	203,072		$	282,098		$	657,491		$	775,343
Professional fees		301,389			826,290
Professional fees		703,829			296,169			1,881,977			2,036,764
Franchise tax		25,753			47,981
Franchise tax		32,868			100,355			113,359			147,689
Loss from operations		(595,816	)		(1,157,957	)
Stock compensation expense		—			—			—			157,140
Other income (expense):
Loss from operations		(939,769	)		(678,622	)		(2,652,827	)		(3,116,936	)
Expensed issuance costs on issuance of subscription warrants		—			(319,000	)
Other income (expenses):
Interest and dividends earned on investments held in Trust Account		225,932			12,914
Expensed issuance costs on issuance of subscription warrants		—			—			(374,000	)		—
Interest earned on bank account		35			11
Interest and dividends earned on investments held in Trust Account		230,042			5,124			308,495			15,205
Interest expense (amortization of debt discount)		(8,795	)		(99,543	)
Interest earned on bank account		587			25			756			136
Gain on change in fair value of warrant liabilities		542,074			2,793,557
Interest expense - amortization of debt discount		(737,931	)		—			(1,097,220	)		—
Loss on issuance of subscription warrants		—			(2,838,176	)
(Loss) gain on change in fair value of warrant liabilities		(937,820	)		1,959,088			3,589,427			6,090,634
Total other income (expense)		759,246			(450,237	)
Loss on issuance of subscription warrants		—			—			(3,209,183	)		—
Income (loss) before income taxes		163,430			(1,608,194	)
Total other (loss) income		(1,445,122	)		1,964,237			(781,725	)		6,105,975
Income tax benefit		99,500			—
Net (loss) income	$	(2,384,891	)	$	1,285,615		$	(3,434,552	)	$	2,989,039
Net income (loss)	$	262,930		$	(1,608,194	)
Weighted average shares outstanding, basic and diluted		95,~~057~~869,~~874~~774			2421,~~150~~970,~~000~~027			~~13,314,627~~			~~24,150,000~~
Basic and diluted net (loss) income per common share	$	(0.26	)	$	0.05		$	(0.26	)	$	0.12
Basic and diluted net income (loss) per common share	$	0.04		$	(0.07	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VIVEON HEALTH ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	For the Three and Nine Months Ended September 30, 2022
	For the Three Months Ended March 31, 2023
	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		~~Paid-in~~ Capital			~~Accumulated~~ Deficit			~~Stockholders’~~ Deficit
Balance as of December 31, 2021		5,031,250	$	503	$	157,140		$	(13,143,459	)	$	(12,985,816	)
Balance as of December 31, 2022		5,031,250	$	503	$	—		$	(16,199,325	)	$	(16,198,822	)
Remeasurement of common stock subject to possible redemption to redemption amount		—		—		(157,140	)		(562,860	)		(720,000	)
Capital contributions - related parties		—		—		101,555			—			101,555
Net loss		—		—		—			(1,523,944	)		(1,523,944	)
Remeasurement of common stock subject to possible redemption to redemption amount		—		—		(101,555	)		(1,622	)		(103,177	)
Balance as of March 31, 2022		5,031,250		503		—			(15,230,263	)		(15,229,760	)
Net income		—		—		—			262,930			262,930
Remeasurement of common stock subject to possible redemption to redemption amount		—		—		—			(240,000	)		(240,000	)
Balance as of March 31, 2023		5,031,250	$	503		—		$	(15,938,017	)	$	(15,937,514	)
Net income		—		—		—			474,283			474,283
Balance as of June 30, 2022		5,031,250		503		—			(14,995,980	)		(14,995,477	)
Remeasurement of common stock subject to possible redemption to redemption amount		—		—		—			(738,425	)		(738,425	)
Net loss		—		—		—			(2,384,891	)		(2,384,891	)
Balance as of September 30, 2022		5,031,250	$	503	$	—		$	(18,119,296	)	$	(18,118,793	)

	For the Three and Nine Months Ended September 30, 2021
	For the Three Months Ended March 31, 2022
	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		~~Paid-in~~ Capital			~~Accumulated~~ Deficit			~~Stockholders’~~ Deficit
Balance as of December 31, 2020		5,031,250		503		—			(15,607,539	)		(15,607,036	)
Balance as of December 31, 2021		5,031,250		503		157,140			(13,143,459	)		(12,985,816	)
Additional offering costs related to the Initial Public Offering		—		—		—			(25,749	)		(25,749	)
Balance, value		5,031,250		503		157,140			(13,143,459	)		(12,985,816	)
Net income		—		—		—			3,567,445			3,567,445
Remeasurement of common stock subject to redemption to redemption amount		—		—		(157,140	)		(562,860	)		(720,000	)
Balance as of March 31, 2021		5,031,250		503		—			(12,065,843	)		(12,065,340	)
Net loss		—		—		—			(1,608,194	)		(1,608,194	)
Stock compensation expense		—		—		157,140			—			157,140
Net income (loss)		—		—		—			(1,608,194	)		(1,608,194	)
Net loss		—		—		—			(1,864,021	)		(1,864,021	)
Balance as of March 31, 2022		5,031,250	$	503	$	—		$	(15,314,513	)	$	(15,314,010	)
Balance as of June 30, 2021		5,031,250		503		157,140			(13,929,864	)		(13,772,221	)
Balance, value		5,031,250	$	503	$	—		$	(15,314,513	)	$	(15,314,010	)
Net income		—		—		—			1,285,615			1,285,615
Balance as of September 30, 2021		5,031,250	$	503	$	157,140		$	(12,644,249	)	$	(12,486,606	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VIVEON HEALTH ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
	2022			2021
Cash Flows from Operating Activities:
Net (loss) income	$	(3,434,552	)	$	2,989,039
Net income (loss)	$	262,930		$	(1,608,194	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Expensed issuance costs on issuance of subscription warrants		~~374,000~~—			—319,000
Interest and dividends earned on investments held in Trust Account		(~~308~~225,~~495~~932	)		(1512,~~205~~914	)
Interest expense - amortization of debt discount		1,097,220			—
Interest expense (amortization of debt discount)		8,795			99,543
Gain on change in fair value of warrant liabilities		(3,589,427	)		(6,090,634	)
Change in fair value of warrant liability		(542,074	)		(2,793,557	)
Loss on issuance of subscription warrants		~~3,209,183~~—			—2,838,176
Stock compensation expense		—			157,140
Changes in operating assets and liabilities:
Prepaid expenses		~~(30~~43,~~214~~726	)		~~464~~3,~~555~~863
Due from related party		—			(15,000	)
Accounts payable		(3,228	)		187,561
Accounts payable		161,604			—
Accrued costs and expenses		150,764			483,829
Accrued costs and expenses		926,859			597,205
Franchise tax payable		25,753			47,981
Franchise tax payable		113,359			—
Deferred tax asset		(99,500	)		—
Due to related party		~~320~~204,780			101,~~581~~088
Net cash used in operating activities		(1173,~~480,143~~986	)		(1433,~~902,319~~624	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for payment to redeeming stockholders		~~152~~34,~~451~~004,~~819~~514			—152,451,819
Cash deposited to Trust Account for extension contribution		(1300,~~680,~~000	)		—(720,000	)
Net cash provided by investing activities		~~150~~33,~~771~~704,~~819~~514			—151,731,819
Cash Flows from Financing Activities:
Proceeds from Note Agreements payable		~~3,420,000~~—			—1,845,000
Payment to redeeming stockholders		(152,451,819	)		—
Proceeds from Note Agreements payable - related party		532,000			1,025,000
Payment of issuance costs		(369,000	)		—
Payment to redeeming stockholders		(34,004,514	)		(152,451,819	)
Payment of promissory note - related party		—			(228,758	)
Payment of issuance costs		—			(32,000	)
Payment of other payable - related party		—			(364,880	)
Net cash used in financing activities		(33,472,514	)		(149,613,819	)
Offering costs paid		—			(25,749	)
Net change in cash		58,014			1,684,376
Net cash used in financing activities		(149,400,819	)		(619,387	)
Cash and cash equivalents - beginning of period		19,847			395,235
Net change in cash		(109,143	)		(2,521,706	)
Cash and cash equivalents - end of period	$	77,861		$	2,079,611
Cash - beginning of period		395,235			3,096,956
Cash - end of period	$	286,092		$	575,250
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of common stock subject to possible redemption to redemption amount	$	1103,~~698,425~~177		$	—21,347

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VIVEON HEALTH ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Viveon Health Acquisition Corp. (the “Company” or “Viveon”) is a newly organized blank check company incorporated as a Delaware company on August 7, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

The Company has neither engaged in any operations nor generated any revenues toas ~~date~~of March 31, 2023. The Company’s only activities for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~ 2022 were organizational activities, those necessary to prepare for the Company’s initial public offering (the “Initial Public Offering”), described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of our Business Combination. The Company generates non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. The Company incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. The Company’s sponsor is Viveon Health, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2020. On December 28, 2020, the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 18,000,000 warrants (the “Private Warrants”), at a price of $0.50 per Private Warrant, which is discussed in Note 4.

On December 30, 2020, the underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000.

Upon closing of the Initial Public Offering and the sale of the Over-Allotment Units, $203,262,500 (approximately $10.10 per Unit) from net offering proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the Initial Public Offering will not be released from the Trust Account until the earliest to occur of (1) the completion of the initial Business Combination within 15 months, unless extended to a total of 24 months, pursuant to the terms of an amendment to the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), and (2) the Company’s redemption of 100% of the outstanding Public Shares if the Company has not completed a Business Combination in the required time period.

While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

VIVEON HEALTH ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable) or (2) provide its public stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

If the Company determines to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its Public Shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that the Company is unable to satisfy any applicable closing condition set forth in the definitive agreement related to its initial Business Combination, or the Company is unable to maintain net tangible assets of at least $5,000,001, the Company will not consummate such initial Business Combination. The decision as to whether it will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval.

If the Company provides stockholders with the opportunity to sell their shares to it by means of a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. If the Company seeks stockholder approval of its initial Business Combination, the Company will consummate the Business Combination only if a majority of the outstanding shares of common stock present in person or by proxy at a meeting of the Company are voted in favor of the Business Combination.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, (the Amended and Restated ~~Certificate~~ Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be ~~restricted~~ restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering, ~~without~~ without the Company’s prior consent. The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months from the closing of the Initial Public Offering or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

On March 18, 2022, the Company held a stockholder meeting to extend the date by which the Company has to consummate a business combination from March 28, 2022 (the “Original Termination Date”) to June 28, 2022. In connection with the extension, the Company made a deposit into the Trust Account of $720,000 on March 23, 2022. As part of the meeting, stockholders redeemed 15,092,126 shares resulting in redemption payments out of the Trust Account totaling approximately $152,451,819. In addition, stockholders approved a proposal to allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time, upon five days’ advance notice prior to the applicable deadline, for a total of up to nine months after the Original Termination Date, unless the closing of the proposed Business Combination with Suneva Medical, Inc. as described below or any potential alternative initial Business Combination shall have occurred. On each of June 23, 2022, July 26, 2022, August 30, 2022, September 28, 2022, and October 28, 2022 the Company deposited $240,000 into the Trust Account to extend the date to consummate a Business Combination through July 28, 2022, August 28, 2022, September 28, 2022, October 28, 2022, and November 28, 2022 (the “Extended Date”), respectively. The Company intends to make the final deposit of $240,000 to extend the date to consummate a Business Combination until the earlier of the closing of a Business Combination or December 28, 2022.6

6VIVEON HEALTH ACQUISITION CORP.

~~VIVEON~~NOTES TO ~~HEALTH~~CONDENSED ~~ACQUISITION~~CONSOLIDATED ~~CORP.~~FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

On March 18, 2022, the Company held a stockholder meeting to extend the date by which the Company has to consummate a business combination from March 28, 2022 (~~UNAUDITED~~the “Original Termination Date”) to June 28, 2022. In connection with the extension, the Company made a deposit into the Trust Account of $720,000 on March 23, 2022. As part of the meeting, stockholders redeemed 15,092,126 shares resulting in redemption payments out of the Trust Account totaling approximately $152,451,819. In addition, stockholders approved a proposal to allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time, upon five days’ advance notice prior to the applicable deadline, for a total of up to nine months after the Original Termination Date, unless the closing of the proposed Business Combination with Suneva Medical, Inc. as described below or any potential alternative initial Business Combination shall have occurred.

~~If the Company~~On iseach ~~unable~~of toJune ~~complete~~23, ~~its~~2022, ~~initial~~July ~~Business~~26, ~~Combination~~2022, byAugust ~~the~~30, ~~Extended~~2022, ~~Date~~September ~~(or~~28, up2022, toand ~~six~~October ~~months~~28, ~~from~~2022 the ~~Extended~~Company ~~Date~~deposited ~~should~~$240,000 ~~the~~into ~~Company~~the ~~elect~~Trust Account to extend the ~~period~~date ~~of time~~ to consummate a Business Combination) ~~(the~~through ~~“Combination~~July ~~Period”)~~28, ~~the~~2022, ~~Company~~August ~~will:~~28, ~~(i) cease~~2022, ~~all~~September ~~operations~~28, ~~except for the purpose of winding up~~2022, ~~(ii) as promptly as reasonably possible but not more than five business days~~October ~~thereafter~~28, ~~redeem~~2022, ~~100%~~and ofNovember the outstanding Public Shares (including any Units or Public Shares that its initial stockholders or their affiliates purchased in the Initial Public Offering or later acquired in the open market or in private transactions)28, ~~which~~2022 ~~will completely extinguish public stockholders’ rights as stockholders~~ (~~including~~ the ~~right~~“Extended ~~to receive further liquidation distributions, if any~~Date”), ~~subject~~ torespectively. ~~applicable~~The ~~law,~~Company ~~and~~made ~~(iii)~~a asdeposit ~~promptly~~of ~~as reasonably practicable following such redemption~~$240,000 ~~subject~~ to ~~the~~extend ~~approval of~~ the ~~Company’s~~ ~~remaining~~date ~~holders of common stock and its board of directors, proceed~~ to ~~commence~~consummate a ~~voluntary~~Business ~~liquidation~~Combination ~~and~~until ~~thereby~~the aearlier ~~formal dissolution~~ of the ~~Company,~~closing ~~subject (in the case~~ of ~~(ii)~~a ~~and~~Business ~~(iii)~~Combination ~~above)~~or toDecember ~~its~~28, ~~obligations to provide for claims of creditors and the requirements of applicable law~~2022.

~~The~~On December 23, 2022, the Company~~’s initial~~ ~~stockholders~~held ~~agreed~~its 2022 Annual Meeting of Stockholders, to ~~waive~~among ~~their~~other ~~rights~~things, seek approval to ~~liquidating~~amend ~~distributions~~the ~~from~~Company’s Amended and Restated Certificate of Incorporation, to allow the ~~Trust~~Company ~~Account~~to ~~with~~extend ~~respect~~the date to ~~any~~consummate ~~Founder~~a ~~Shares~~Business Combination on a ~~(as~~monthly ~~defined~~basis infor ~~Note~~up 5)to ~~held~~six times by ~~them~~an ifadditional ~~the~~one ~~Company~~month ~~fails~~each time for a total of up to ~~complete~~six ~~its~~months ~~initial~~from ~~Business~~December ~~Combination~~28, ~~within~~2022 until June 30, 2023 (the ~~Combination~~“Second ~~Period.~~Extended ~~However~~Date”), upon three calendar days’ advance notice prior to the applicable monthly deadline ifunless the closing of any potential initial ~~stockholders~~business ~~acquire~~combination ~~Public~~shall ~~Shares~~have inoccurred orprior ~~after~~to the ~~Initial~~Second ~~Public~~Extended ~~Offering~~Date. On each of December 27, ~~they~~2022, ~~will~~January be26, ~~entitled~~2023, toFebruary ~~liquidating~~27, ~~distributions from~~2023, ~~the~~March ~~Trust~~27, ~~Account~~2023, ~~with~~April ~~respect~~28, to2023 ~~such~~and ~~Public~~May ~~Shares~~24, if2023, the Company ~~fails~~deposited $100,000 into the Trust Account to ~~complete~~extend ~~its~~the ~~initial~~date to consummate a Business Combination ~~within~~through ~~the~~January 31, 2023, February 28, 2023, March 31, 2023, April ~~Combination~~30, ~~Period~~2023, May 31, 2023 and June 30, 2023, respectively.

~~Merger~~On June ~~Agreement~~22, 2023, the Company held a stockholder meeting to amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company, without another stockholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to six times by an additional one month until December 31, 2023, by depositing $85,000 into the trust account and (ii) further extend the date by which the Company must consummate an initial business combination (without seeking additional approval from the stockholders) for up to an additional three months, from January 1, 2024 to March 31, 2024, with no additional deposits to be made into the Trust Account during such period, each such extension for an additional one month period, (the “Third Extended Date”).

On June ~~January 12~~22, ~~2022~~2023, the Company ~~entered~~held ~~into~~ a ~~Merger~~stockholder ~~Agreement~~meeting (the “~~Merger~~June ~~Agreement~~2023 Stockholders Meeting”) byin ~~and~~which ~~among~~stockholders voted to (A) amend the Company,’s ~~VHAC~~Amended ~~Merger~~and ~~Sub,~~Restated ~~Inc.~~Certificate of Incorporation, ato ~~Delaware~~allow ~~corporation~~the ~~and~~Company ~~a wholly~~to ~~owned~~(i) ~~subsidiary~~initially ofextend the date by which the Company ~~(“Merger~~must ~~Sub”)~~consummate an initial business combination up to six times, ~~and~~each ~~Suneva~~such ~~Medical~~extension for an additional one month period, ~~Inc.~~until December 31, a2023, ~~Delaware~~by ~~corporation~~depositing ~~(“Suneva”). Pursuant~~into tothe Trust Account, the ~~terms~~amount of ~~the~~$85,000 ~~Merger~~for ~~Agreement~~each one-month extension until December 31, a2023, ~~Business~~and ~~Combination~~(ii) ~~between~~further extend the date by which the Company ~~and~~must ~~Suneva~~consummate ~~will~~an beinitial ~~effected~~business ~~through~~combination ~~the~~(without ~~merger~~seeking ofadditional ~~Merger~~approval ~~Sub~~from ~~with~~the ~~and~~stockholders) ~~into~~for ~~Suneva~~up to an additional three months, from January 1, 2024 to March 31, 2024, with ~~Suneva~~no ~~surviving~~additional deposits to be made into the ~~merger~~Trust asAccount aduring ~~wholly~~such ~~owned~~period, ~~subsidiary~~each ofsuch ~~the~~extension ~~Company~~for an additional one month period, (the “~~Merger~~Third Extended Date”)~~. The~~, ~~board~~unless ofthe ~~directors~~closing of the ~~Company~~proposed ~~has~~initial ~~(i)~~business ~~approved~~combination ~~and~~with ~~declared~~Clearday, ~~advisable~~Inc., ~~the~~or ~~Merger~~any ~~Agreement,~~potential ~~the~~alternative initial ~~Merger~~business ~~and~~combination shall have occurred prior to the ~~other~~Third ~~transactions contemplated~~Extended ~~thereby~~Date; and (iiB) ~~resolved~~ to ~~recommend~~amend ~~approval~~the ofCompany’s ~~the~~Investment ~~Merger~~Management Trust Agreement, ~~and~~dated ~~related~~as ~~transactions~~of December 22, 2020, by and between the ~~stockholders~~Company ofand the ~~Company~~ Trustee to reflect the foregoing extensions and deposits.

On July 13, 2022, the Company, Merger Sub, and Suneva entered into the Second Amendment to Merger Agreement (the “Second Amendment”) that amended and modified the Merger Agreement to extend the outside closing date to December 31, 2022 and to reduce the amount of parent closing cash required as a closing condition from $50 million to $30 million, net of Suneva expenses and Viveon expenses (“Parent Expenses”) and net of repayment of the $1.5 million Subordinated Convertible Promissory Note (as defined in Note 5) issued by Suneva to Intuitus Suneva Debt LLC (an entity affiliated with Viveon’s Chief Financial Officer), dated May 10, 2022 (unless converted into Suneva capital stock at the consummation of the business combination, which conversion is mandatory except in the case of a default by Suneva). Further, the defined term Parent Expenses was amended to include Viveon’s operating expenses, severance payments and deferred compensation.7

~~On November 10, 2022, the Company, Merger Sub, and Suneva entered into~~VIVEON ~~the~~HEALTH ~~Third~~ACQUISITION Amendment to Merger Agreement (the “Third Amendment”) that amended and modified the Merger Agreement to (i) fix the aggregate exercise price for all of the in-the-money Suneva options and warrants at $2,582,075, representing the aggregate exercise price for all the in-the-money Suneva options and warrants outstanding as of the date of the Third Amendment, and extend the outside closing date from December 31, 2022 to March 31, 2023, to the extent the Company’s stockholders approve an amendment to its Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination to June 30, 2023CORP.

7NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~VIVEON HEALTH ACQUISITION CORP.~~(UNAUDITED)

~~NOTES~~In connection TOwith ~~CONDENSED~~the ~~CONSOLIDATED~~stockholders’ ~~FINANCIAL~~vote ~~STATEMENTS~~at the June 2023 Stockholders Meeting, 227,359 shares of common stock were tendered for redemption. As a result, approximately $2,498,947 (approximately $10.99 per share) were removed from the Company’s Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company has 1,617,415 shares of public common stock outstanding, and approximately $17,777,324 remained in the Trust Account.

~~(UNAUDITED)~~On June 27, 2023, July 27, 2023, August 28, 2023, September 29, 2023, October 27, 2023, and December 1, 2023, the Company deposited $85,000 in the Trust Account, to extend the date by which the Company can complete an initial business combination by one month to July 31, 2023, August 31, 2023, September 30, 2023, October 31, 2023, November 30, 2023, and December 31, 2023, respectively.

~~Merger~~On March ~~Consideration~~27, 2024, the Company held a Special Meeting of Shareholders (“the March 2024 Stockholders Meeting”) in which voted to amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company to allow the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024 (the “Fourth Extended Date”), upon one calendar day advance notice to Continental Stock Transfer & Trust Company, prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Fourth Extended Date. It also voted to amend the Company’s Investment Management Trust Agreement, allowing the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the amount of $35,000 (the “Extension Payment”) for each one-month extension until September 30, 2024. On March 28, 2024 a deposit of $35,000 was made into the Trust Account to extend to April 30, 2024.

~~Initial~~The ~~Consideration~~Company is currently in default of the Extension Payments for May and June of 2024. The Company anticipates that it will make the outstanding payments in June, 2024.

~~The total consideration to be paid at~~On ~~Closing~~March ~~(the~~27, ~~“Initial~~2024 ~~Consideration”)~~stockholders byelected ~~the Company~~ to ~~Suneva~~redeem ~~security~~968,350 ~~holders~~Public ~~will~~Shares, beresulting anin ~~amount~~a ~~equal~~redemption ~~to $250 million (plus the aggregate exercise price~~ of $211,~~582~~267,~~075~~175 ~~for~~from ~~all in-~~the~~-money~~ ~~Suneva~~Trust ~~options and warrants as noted in the Third Amendment)~~Account. ~~The~~Subsequent ~~Initial~~to ~~Consideration~~the ~~will be payable in shares of common stock~~redemptions, ~~par value $0.0001 per share~~649,065 ofPublic ~~the~~Shares ~~Company (“Viveon Common Stock”) valued at $10 per share~~remained.

~~Earnout~~The Company’s ~~Payments~~initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 5) held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination within the Combination Period.

~~In addition to the Initial Consideration, the~~Merger ~~Suneva security holders will also have the contingent right to earn up to 12,000,000 shares of Viveon Common Stock in the aggregate (“Earnout Consideration”) as follows:~~Agreement

●On January ~~The~~12, ~~Suneva~~2022, ~~security~~the ~~holders~~Company ~~will~~entered ~~earn~~into ~~4,000,000~~a ~~shares~~Merger ofAgreement (the ~~Earnout~~“Old ~~Consideration,~~Merger inAgreement”) by and among the ~~aggregate~~Company, ifVHAC Merger atSub, ~~any~~Inc., ~~time~~a ~~during~~Delaware ~~the~~corporation ~~period~~and ~~beginning~~a onwholly ~~the~~owned ~~date~~subsidiary of the ~~Closing~~Company (~~the~~ “~~Closing~~Old ~~Date~~Merger Sub”), and ~~ending~~Suneva onMedical, Inc., ~~the~~a ~~second~~Delaware ~~anniversary~~corporation of(“Suneva”). Pursuant to the ~~Closing~~terms ~~Date~~of (the ~~“First~~Merger ~~Earnout Period”)~~Agreement, a Business Combination between the Company ~~VWAP~~and ~~(as~~Suneva ~~defined~~would inhave been effected through the merger of Old Merger ~~Agreement)~~Sub ofwith and into Suneva, with Suneva surviving the ~~Viveon~~merger as ~~Common~~a ~~Stock~~wholly ~~over~~owned ~~any~~subsidiary ~~twenty~~of the Company (20the “Old Merger”). ~~Trading~~The ~~Days~~board of directors of the Company had (asi) ~~defined~~approved inand declared advisable the Old Merger Agreement), ~~during~~the aOld ~~thirty~~Merger ~~(30)~~and ~~Trading~~the ~~Day~~other ~~period~~transactions iscontemplated ~~greater~~thereby ~~than~~and or(ii) ~~equal~~resolved to ~~$12.50~~recommend approval ~~per~~of ~~share~~the ofOld ~~Viveon~~Merger ~~Common~~Agreement ~~Stock~~and (related transactions by the ~~“First~~stockholders ~~Milestone”)~~of the Company.

●On July ~~The~~13, ~~Suneva~~2022, ~~security~~the ~~holders~~Company, ~~will~~Old ~~earn~~Merger anSub, ~~additional~~and ~~4,000,000~~Suneva ~~shares~~entered ofinto the ~~Earnout~~Second ~~Consideration,~~Amendment into ~~the~~Old ~~aggregate,~~Merger ifAgreement at(the ~~any~~“Second ~~time~~Amendment”) that ~~during~~amended and modified the ~~period~~Old ~~beginning~~Merger onAgreement to extend the ~~Closing~~outside ~~Date~~closing date to December 31, 2022 and ~~ending~~to onreduce the ~~third~~amount ~~anniversary~~ of parent ~~the~~closing ~~Closing~~cash ~~Date~~required ~~(the~~as ~~“Second~~a ~~Earnout~~closing ~~Period~~condition from $50 million to $30 million, net of Suneva expenses and Viveon expenses (“Parent Expenses”), ~~the~~and ~~VWAP~~net of repayment of the ~~Viveon~~$1.5 ~~Common~~million ~~Stock~~Subordinated ~~over~~Convertible ~~any~~Promissory ~~twenty~~Note (20as defined in Note 6) ~~Trading~~issued ~~Days~~by ~~within~~Suneva to ~~any~~Intuitus ~~thirty~~Suneva Debt LLC (30an entity affiliated with Viveon’s Chief Financial Officer), ~~Trading~~dated ~~Day~~May ~~period~~10, is2022 ~~greater~~(unless ~~than~~converted into orSuneva ~~equal~~capital tostock ~~$15.00~~at ~~per~~the ~~share~~consummation of ~~Viveon~~the ~~Common~~business ~~Stock~~combination, (which conversion is mandatory except in the ~~“Second~~case ~~Milestone”~~of a default by Suneva). Further, the defined term Parent Expenses was amended to include the Viveon’s operating expenses, severance payments and deferred compensation.

● The Suneva security holders will earn an additional 4,000,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Third Earnout Period” and together with the First Earnout Period and the Second Earnout Period, each, an “Earnout Period” and collectively, the “Earnout Periods”), the VWAP of the Viveon Common Stock over any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period is greater than or equal to $17.50 per share of Viveon Common Stock (the “Third Milestone” and together with the First Milestone and the Second Milestone, the “Earnout Milestones”).8

●VIVEON HEALTH ~~Upon~~ACQUISITION the first Change in Control (as defined in the Merger Agreement) to occur during the applicable Earnout Period, if the corresponding price per share of Viveon Common Stock in connection with such Change in Control is equal to or greater than the Earnout Milestone or Milestones in respect of such Earnout Period, the Suneva security holders will earn the shares of the Earnout Consideration issuable in respect to such Earnout Milestone or Milestones as described above as of immediately prior to the Change of ControlCORP.

~~The aggregate shares of the Earnout Consideration~~NOTES ~~(1)~~TO ~~will~~CONDENSED beCONSOLIDATED ~~issued~~FINANCIAL toSTATEMENTS the Suneva security holders at Closing in accordance with their respective pro rata shares of the Earnout Consideration (determined based on the fully diluted Suneva capital stock, including stock options, warrants and convertible notes), except that shares of the Earnout Consideration issued in respect of Suneva stock options will be retained by Viveon and not issued to the holders of Suneva stock options, and (2) will be placed in escrow at Closing.

8(UNAUDITED)

~~VIVEON~~On November ~~HEALTH~~10, ~~ACQUISITION~~2022, ~~CORP~~the Company, Old Merger Sub, and Suneva entered into the Third Amendment to Old Merger Agreement (the “Third Amendment”) that amended and modified the Old Merger Agreement to (i) fix the aggregate exercise price for all of the in-the-money Suneva options and warrants at $2,582,075, representing the aggregate exercise price for all the in-the-money Suneva options and warrants outstanding as of the date of the Third Amendment, and extend the outside closing date from December 31, 2022 to March 31, 2023, to the extent the Company’s stockholders approve an amendment to its Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination to June 30, 2023.

~~NOTES~~On February TO2, ~~CONDENSED~~2023, ~~CONSOLIDATED~~legal ~~FINANCIAL~~counsel ~~STATEMENTS~~for Viveon sent a letter informing Suneva’s legal counsel that Viveon decided, effective immediately, to unilaterally terminate the Old Merger Agreement pursuant to Sections 10.2(a) and 10.3 thereof, based upon material breaches of the Old Merger Agreement by Suneva. The termination letter was sent without prejudice and reserved all of Viveon, Old 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.

~~(UNAUDITED)~~Merger Agreement with Clearday

InOn April 5, 2023, the ~~case~~Company entered into a Merger Agreement (the “Merger Agreement”), by and among Viveon, Clearday, Inc., a Delaware corporation (“Clearday”), VHAC2 Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Viveon (“New Merger Sub”), Viveon Health LLC, a Delaware limited liability Company, in the ~~Suneva~~capacity ~~security~~as ~~holders~~the representative from and after the effective time for the stockholders of the Company (other than the Company Stockholders (as defined in the Merger Agreement)) as of immediately prior to the effective time (and their successors and assigns) in accordance with the terms and conditions of the Merger Agreement, and Clearday SR LLC, a Delaware limited liability company, in the capacity as the representative from and after the effective time for the holders of ~~Suneva~~Company preferred stock ~~options~~as of immediately prior to the effective time (and their successors and assigns), in accordance with the ~~shares~~terms and conditions of the ~~Earnout~~Merger ~~Consideration~~Agreement. ~~will~~Pursuant ~~not~~to the terms of the Merger Agreement, a business combination between the Company and Clearday will be ~~released~~effected ~~from~~through ~~escrow~~the ~~until~~merger ~~they~~of ~~are~~New ~~earned~~Merger Sub with and into Clearday, with Clearday surviving the merger as a ~~result~~wholly owned subsidiary of the ~~occurrence~~Company ofand the ~~applicable~~Company ~~Earnout~~will ~~Milestone~~change its name to “Clearday Holdings, Inc.” ~~Shares~~(the “Merger”). The board of directors of the ~~Earnout~~Company ~~Consideration~~has ~~not~~(i) ~~earned~~approved onand ordeclared ~~before~~advisable the ~~expiration~~Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the ~~applicable~~Merger ~~Earnout~~Agreement, ~~Period~~the ~~will~~Merger beand ~~automatically~~related ~~forfeited~~transactions ~~and~~by ~~cancelled~~the stockholders of Company. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Merger Agreement.

InOn August ~~the~~28, ~~case~~2023, of the ~~holders~~Company, ofClearday, ~~Suneva~~Merger ~~stock options~~Sub, ~~the~~ ~~shares~~SPAC ofRepresentative ~~the~~and ~~Earnout~~Company ~~Consideration~~Representative ~~will~~entered ~~not~~into bethe ~~released~~First ~~from~~Amendment ~~escrow~~to Merger ~~until~~Agreement (the ~~later~~“First ofAmendment”) ~~the~~that ~~occurrence~~amended ofand modified the ~~applicable~~Merger ~~Earnout~~Agreement ~~Milestone within~~to, ~~the~~among ~~applicable~~other ~~Earnout~~things, ~~Period~~(i) ~~and~~ increase the ~~date~~merger onconsideration ~~which~~from ~~the~~$250,000,000 ~~assumed~~to ~~stock~~$500,000,000 ~~options~~(plus ofthe ~~such~~aggregate ~~holder~~exercise ~~vest,~~price ~~but~~for ~~only~~all ifClearday ~~such~~options ~~holder~~and ~~continues~~warrants), topayable ~~provide~~in ~~services~~shares toof ~~Viveon~~common orstock ~~one~~ of ~~its~~Viveon, ~~subsidiaries~~(ii) atprovide ~~such~~that ~~time.~~holders ~~Shares~~ of ~~the~~all ~~Earnout~~Company ~~Consideration~~Capital ~~that~~Stock ~~are~~(including ~~not~~Company ~~earned~~Common byStock, Company aSeries ~~holder of~~A ~~Suneva~~Preferred Stock ~~options~~and onCompany orSeries ~~before~~F ~~the~~Preferred ~~fifth~~Stock) ~~anniversary~~as of the ~~Closing~~effective ~~Date~~time ~~will be forfeited without any consideration. Shares forfeited by a holder~~ of ~~Suneva~~the ~~stock~~Merger ~~options~~ will be ~~reallocated~~entitled to ~~the~~receive a ~~other~~pro ~~Suneva~~rata ~~security~~portion ~~holders~~of ~~who~~the ~~remain~~Earnout ~~entitled~~Shares, toand ~~receive~~(iii) ~~shares~~amend ~~of Earnout~~the ~~Consideration~~mechanics infor ~~accordance~~appointing ~~with~~a ~~their~~successor ~~respective~~Company ~~pro rata shares~~Representative.

~~Certain Related Agreements~~9

~~The Merger Agreement contemplates the execution~~VIVEON ofHEALTH ~~various~~ACQUISITION ~~additional~~CORP. ~~agreements and instruments, on or before the Closing, including, among others, the following:~~

~~Parent~~NOTES TO ~~Stockholder~~CONDENSED ~~Support~~CONSOLIDATED ~~Agreements~~FINANCIAL STATEMENTS

~~In connection with the execution of the Merger Agreement, Viveon, Suneva and the Sponsor and the officers and directors of Viveon entered into support agreements~~ (~~the “Parent Stockholder Support Agreements”~~UNAUDITED) pursuant to which the Sponsor and the officers and directors of Viveon have agreed to vote all shares of Viveon common stock beneficially owned by them, including any additional shares of Viveon they acquire ownership of or the power to vote: (i) in favor of the Merger and related transactions, (ii) against any action reasonably be expected to impede, delay, or materially and adversely affect the Merger and related transactions, and (iii) in favor of an extension of the period of time Viveon is afforded to consummate an initial business combination.

~~Company Stockholder Support Agreements~~Consideration

~~In connection with the execution of the~~ Merger Agreement, Viveon, Suneva and certain stockholders of Suneva entered into support agreements (the “Company Stockholder Support Agreements”), pursuant to which such Suneva stockholders have agreed to vote all common and preferred stock of Suneva beneficially owned by them, including any additional shares of Suneva they acquire ownership of or the power to vote, in favor of the Merger and related transactions and against any action reasonably be expected to impede, delay, or materially and adversely affect the Merger and related transactions.Consideration

~~Sponsor~~The total ~~Earnout~~consideration to be paid at closing (the “Merger Consideration”) by the Company to Clearday security holders (and holders who have the right to acquire Clearday capital stock) was an amount equal to $250 Million (plus the aggregate exercise price for all Clearday options and warrants) per the Merger Agreement. The First Amendment increased the Merger Consideration to an amount equal to $500 Million (plus the aggregate exercise price for all Clearday options and warrants). The Merger Consideration will be payable in shares of the Company’s common stock, par value $0.0001 per share, valued at $10 per share.

~~In connection with the execution of the Merger Agreement on January 12, 2022 (the “Signing Date”), Viveon and the Sponsor entered into a Sponsor~~ Earnout ~~Agreement (the “Sponsor~~ Earnout Agreement”) pursuant to which (i) 5,142,857 Private Warrants and 1,437,500 shares of Viveon Common Stock held by the Sponsor on the Signing Date, and (ii) 1,028,571 Viveon Warrants and 287,500 shares of Viveon Common Stock that will be issued to the Sponsor at Closing (the “Sponsor Earnout Amount”), will be placed into escrow at Closing and become subject to vesting restrictions tied to achievement of the Milestone Events and will be earned upon the occurrence of the applicable Milestone Event.Payments

●In addition, ~~The~~the ~~Sponsor~~holders of Clearday preferred stock will have the contingent right to earn ~~1/3~~up to 5,000,000 shares of the ~~Sponsor~~Company’s common ~~Earnout Amount~~stock, in the aggregate (the “Earnout Shares”), if at any time during the ~~First~~period beginning on the date of the Closing (the “Closing Date”) and ending on the fifth anniversary of the Closing Date (the “Earnout ~~Period~~Eligibility Period”), the ~~VWAP~~Adjusted Net Income (as defined inbelow) for any Earnout Period is a positive number for the first time during the Earnout Eligibility Period (the “Earnout Milestone”). Under the Merger Agreement, Adjusted Net Income means for any Earnout Period, the consolidated net income or loss for such period calculated in accordance with U.S. GAAP applied on a basis consistent with past practice, of (a) for periods prior to the Closing, the Company and its subsidiaries (the “Company Group”), and (b) for periods from and after the Closing, of us and our subsidiaries (including the ~~Viveon~~Company ~~Common~~Group), ~~Stock~~in ~~satisfies~~each case before adjusting for the ~~First~~following ~~Milestone~~to the extent deducted/added in calculating consolidated net income or loss: (1) interest expense/income; (2) income tax expense/tax credits; (3) depreciation and amortization; (4) transaction expenses; (5) extraordinary items; (6) any income or loss attributable to us that accrues in accordance with U.S. GAAP on or prior to the Closing Date; and (7) all gains or losses in connection with sales or dispositions of assets and investments not in the ordinary course of business.

9If, following the Closing Date and prior to end of the Earnout Eligibility Period, there is a change of control, then, immediately prior to such change of control, all the Earnout Shares not yet earned shall be earned by the Clearday earnout holders and shall be released from escrow and delivered to the Clearday earnout holders, and the Clearday earnout holders shall be eligible to participate in such change of control transaction with respect to such Earnout Shares.

~~VIVEON~~The Earnout ~~HEALTH~~Shares ~~ACQUISITION~~will ~~CORP~~be placed in escrow and will not be released from escrow until they are earned as a result of the occurrence of the Earnout Milestone or a change of control, if applicable. The Earnout Shares that are not earned on or before the expiration of the Earnout Eligibility Period shall be automatically forfeited and cancelled.

~~NOTES~~Treatment of TOClearday ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Securities

~~(UNAUDITED)~~Cancellation of Securities.

●Each share ~~The~~of ~~Sponsor~~Clearday ~~will~~capital ~~earn~~stock, anif ~~additional~~any, ~~1/3~~that ofis ~~the~~owned ~~Sponsor~~by ~~Earnout~~the ~~Amount~~Company, inNew ~~the~~Merger ~~aggregate~~Sub, ifClearday, ator any ~~time~~of ~~during~~their ~~the~~subsidiaries ~~Second~~(as ~~Earnout~~treasury stock ~~Period,~~or otherwise) immediately prior to the ~~VWAP~~effective time of the ~~Viveon~~Merger ~~Common~~(the ~~Stock~~“Effective ~~satisfies~~Time”), ~~the~~will ~~Second~~automatically ~~Milestone~~be cancelled and retired without any conversion or consideration.

~~● The Sponsor will earn an additional 1/3 of the Sponsor Earnout Amount, in the aggregate, if at any time during the Third Earnout Period, the VWAP of the Viveon Common~~ Preferred Stock ~~satisfies the Third Milestone~~.

~~● Upon~~ At the ~~first~~Effective ~~Change~~Time, ineach ~~Control~~issued ~~(as~~and ~~defined~~outstanding inshare ~~the~~of ~~Merger~~Clearday’s ~~Agreement)~~Series toF ~~occur~~Cumulative ~~during~~Convertible ~~the~~Preferred ~~applicable Earnout Period~~Stock, ifpar ~~the~~value $0.001 ~~corresponding price~~ per share of(“Clearday ~~Viveon~~Series ~~Common~~F Preferred Stock”) in(other ~~connection~~than ~~with~~any such ~~Change~~shares inof ~~Control~~Clearday iscapital ~~equal~~stock tocancelled oras described ~~greater~~above ~~than~~and ~~the~~any ~~Earnout~~dissenting ~~Milestone~~shares), orwill ~~Milestones~~be inconverted ~~respect~~into ofthe ~~such~~right ~~Earnout~~to ~~Period,~~receive: ~~the~~(A) ~~Sponsor~~one ~~will~~(1) ~~earn~~share ~~the shares~~ of ~~the~~Parent ~~Sponsor~~New ~~Earnout~~Series ~~Amount~~F ~~issuable~~Preferred Stock inplus ~~respect~~(B) toa ~~such~~number of Earnout ~~Milestone~~Shares orin ~~Milestones~~accordance aswith, ~~described~~and ~~above~~subject asto ofthe ~~immediately~~contingencies, ~~prior~~set toforth in the ~~Change~~Merger ~~of Control~~Agreement.

The Sponsor Earnout Amount will not be released from escrow until the applicable portion of the Sponsor Earnout Amount is earned as a result of the occurrence of the applicable Earnout Milestone. The Suneva securityholders are eligible to receive additional consideration upon the occurrence of the same Earnout Milestones in the same manner as the Sponsor in three equal increments of 4,000,000 each or 12,000,000 in the aggregate. Any portion of the Sponsor Earnout Amount not earned on or before the expiration of the applicable Earnout Period will be automatically forfeited and cancelled.10

~~Lock-Up~~VIVEON HEALTH ~~Agreements~~ACQUISITION CORP.

~~In connection with the Closing, certain key Suneva~~NOTES ~~stockholders~~TO ~~will~~CONDENSED ~~each~~CONSOLIDATED ~~agree,~~FINANCIAL ~~subject~~STATEMENTS to certain customary exceptions, not to (i) offer, sell contract to sell, pledge or otherwise dispose of, directly or indirectly, any Lock-Up Shares (as defined below), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (iii) until the date that is six months after the Closing Date. The term “Lockup Shares” mean the Merger Consideration Shares and the Earnout Shares, if any, whether or not earned prior to the end of the Lock-up Period, and including any securities convertible into, or exchangeable for, or representing the rights to receive Common Stock, and the term “Lock-Up Period” means the period from the Closing Date until six (6) months after the Closing Date, but ending early as to 50% of the Lock-up Shares if the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period following the Closing Date.

~~Amended and Restated Registration Rights Agreement~~(UNAUDITED)

~~At the closing, the Company will enter into an~~Each ~~amended~~issued and ~~restated~~outstanding ~~registration~~share ~~rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders~~ of the Company and Suneva with respect to their shares of the Company acquired before or pursuant to the Merger, and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with the CompanyClearday’s ~~Initial~~Series ~~Public Offering~~A ~~and~~Convertible ~~any~~Preferred ~~shares~~Stock, ~~issuable~~par onvalue ~~conversion of preferred stock or loans~~$0.001 ~~The~~per ~~agreement~~share ~~amends~~(“Clearday ~~and restates the Registration Rights~~Series ~~Agreement~~A ~~the~~Preferred ~~Company~~Stock”) ~~entered~~(other ~~into~~than onany ~~December~~such ~~22,~~shares ~~2020~~of inClearday ~~connection~~capital ~~with~~stock ~~its~~cancelled ~~Initial~~as ~~Public Offering. Subject to the Lock-Up Agreements~~ described above, ~~the~~and ~~holders~~any ofdissenting ~~a majority of the~~ shares ~~held by the Company’s existing stockholders~~), ~~and the holders of a majority~~ ~~of the shares held by the Suneva stockholders~~ will ~~each~~ be ~~entitled~~converted tointo ~~make one demand that~~ the ~~Company~~right ~~register~~to ~~such~~receive: ~~securities for resale under the Securities Act~~ (asA) ~~defined~~one ~~below~~(1), orshare ~~two~~of ~~demands~~Parent ~~each~~New ifSeries ~~the~~A ~~Company~~Preferred isStock ~~eligible~~plus to(B) ~~use Form S-3 or~~ a ~~similar~~number ~~short-form~~of ~~registration~~Earnout Shares ~~statement.~~in Inaccordance ~~addition~~with, ~~the~~and ~~holders~~subject ~~will have certain “piggy-back” registration rights that require the Company~~ to ~~include such securities in registration statements that~~ the ~~Company~~contingencies, ~~otherwise~~set ~~files.~~forth ~~The Registration Rights Agreement does not contain liquidating damages or other cash settlement provisions resulting from delays~~ in ~~registering~~ the ~~Company’s~~Merger ~~securities~~Agreement. ~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

10Common Stock.

~~VIVEON~~At the ~~HEALTH~~Effective ~~ACQUISITION~~Time, ~~CORP~~each issued and outstanding share of Clearday’s common stock, par value $0.001 per share (“Clearday Common Stock”) (other than any such shares of Clearday capital stock cancelled as described above and any dissenting shares) will be converted into the right to receive a number of shares of the Company’s common stock equal to the conversion ratio. The “Conversion Ratio” as defined in the Merger Agreement means an amount equal to (a)(i) the sum of $250 Million increased by the First Amendment to $500 Million, plus the aggregate exercise or conversion price of outstanding Clearday’s stock options and warrants (excluding unvested options and options or warrants with an exercise or conversion price of $5.00 or more), divided by (ii) the number of fully diluted Clearday capital stock (including Clearday preferred stock, warrants, stock options, convertible notes, and any other convertible securities) (excluding unvested options and options or warrants with an exercise or conversion price of $5.00 or more and assuming a conversion price of Clearday subsidiary securities as provided in the Merger Agreement); divided by (b) $10.00.

~~NOTES~~Merger Sub ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Securities.

~~(UNAUDITED)~~Each share of common stock, par value $0.0001 per share, of New Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one newly issued share of common stock of the surviving corporation.

~~Going Concern~~Stock Options.

~~As of September 30, 2022,~~ At the ~~Company~~Effective ~~had $286~~Time,~~092~~ ofeach ~~cash~~outstanding ~~and~~option ~~cash~~to ~~equivalents~~purchase ~~held~~shares ~~outside~~of ~~the~~Clearday ~~Trust~~Common ~~Account~~Stock ~~available~~will ~~for~~be ~~working~~converted ~~capital~~into ~~needs.~~an Inoption ~~connection~~to ~~with the Company’s~~purchase, ~~assessment~~subject ofto ~~going~~substantially ~~concern~~the ~~considerations~~same interms ~~accordance~~and ~~with~~conditions ~~FASB’s~~as ~~ASC~~were ~~Subtopic~~applicable ~~205-40,~~under ~~Presentation~~such ofoptions ~~Financial~~prior ~~Statements -~~to ~~Going~~the ~~Concern~~Effective Time, ~~management~~shares ~~has~~of ~~determined that if~~ the Company’s iscommon ~~unable~~stock toequal ~~raise additional funds~~ to ~~alleviate~~the ~~liquidity~~number ~~needs~~of ~~or complete~~shares asubject ~~Business~~to ~~Combination~~such byoption ~~December~~prior ~~28,~~to ~~2022, then~~ the ~~Company~~effective ~~will~~time ~~cease~~multiplied ~~all~~by ~~operations except for~~ the ~~purpose of liquidating.~~Conversion ~~The~~Ratio, ~~liquidity~~at ~~condition~~an ~~and~~exercise ~~date~~price ~~for~~per ~~mandatory~~share ~~liquidation~~of ~~and subsequent dissolution raise substantial doubt about~~ the Company’s ~~ability~~ tocommon ~~continue~~stock asequal ato ~~going concern one year from~~ the ~~date~~exercise ~~that~~price ~~these~~per ~~financial~~share ~~statements~~of ~~are~~Clearday ~~issued.~~Common ~~No adjustments have been made~~Stock tosubject ~~the carrying amounts of assets or liabilities should the Company be unable~~ to ~~continue~~such asoption adivided ~~going~~by ~~concern. The Company intends to complete a Business Combination before~~ the ~~mandatory~~Conversion ~~liquidation date or obtain approval for an extension~~Ratio.

~~Risks & Uncertainties~~Warrants.

~~Management continues to evaluate the impact of~~Contingent ~~the COVID-19 pandemic~~ on ~~the industry~~ and ~~has~~effective ~~concluded~~as ~~that~~of ~~while~~immediately itprior isto ~~reasonably possible that~~ the ~~virus~~effective ~~could have a negative effect on the Company’s financial position~~time, ~~results~~each ofoutstanding ~~its~~warrant ~~operations,~~to ~~and/or~~purchase ~~search~~shares ~~for a prospective partner company, the specific impact is not readily determinable as~~ of ~~the~~Clearday ~~date~~Preferred ~~of these condensed consolidated financial statements. The condensed consolidated financial~~Stock ~~statements~~or doClearday ~~not~~Common ~~include~~Stock ~~any~~will ~~adjustments~~be ~~that~~treated ~~might~~in ~~result~~accordance ~~from~~with the ~~outcome~~terms ~~of this uncertainty~~thereof.

~~The credit and financial markets have experienced~~Convertible ~~extreme volatility and disruptions due to the current conflict between Ukraine and Russia~~Notes. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

~~On August 16, 2022, President Biden signed into~~Contingent ~~law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax~~ on ~~the fair market value of stock repurchased by publicly traded U.S. corporations~~ and ~~certain~~effective ~~U.S.~~as ~~subsidiaries~~ of ~~publicly~~immediately ~~traded~~prior ~~non-U.S.~~to ~~corporations beginning in 2023, with certain exceptions (~~the ~~“Excise~~Effective ~~Tax”). Because we are a Delaware corporation and our securities trade on the New York Stock Exchange~~Time, we ~~will~~Clearday’s ~~likely~~convertible benotes ~~considered~~outstanding aas ~~“covered corporation” within the meaning~~ of ~~the~~immediately ~~Inflation Reduction Act. While not free from~~prior ~~doubt,~~to ~~absent any further guidance from Congress or~~ the ~~U.S.~~effective ~~Department of the Treasury~~time, ~~there is significant risk that the Excise Tax~~ will ~~apply~~be totreated ~~any redemptions of our common stock after December 31, 2022, including redemptions~~ in ~~connection~~accordance with ~~an initial Business Combination and any amendment to our certificate of incorporation to extend~~ the ~~time~~terms to consummate an initial Business Combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination. Further, the application of the ~~Excise~~relevant ~~Tax~~agreements ingoverning ~~the~~such ~~event~~convertible ~~of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation~~notes.

11Subsidiary Capital Stock.

~~VIVEON~~At and ~~HEALTH~~as ~~ACQUISITION~~of ~~CORP~~the effective time, the subsidiary capital stock will remain in full force and effect with the right to acquire the Clearday Common Stock with such adjustments noted in the terms of such subsidiary capital stock.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~11

~~(UNAUDITED)~~VIVEON HEALTH ACQUISITION CORP.

~~NOTE~~NOTES TO 2.CONDENSED ~~SUMMARY~~CONSOLIDATED OFFINANCIAL ~~SIGNIFICANT~~STATEMENTS ~~ACCOUNTING POLICIES~~

~~Basis of Presentation~~(UNAUDITED)

~~The accompanying condensed consolidated financial~~Representations ~~statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)~~ and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.Warranties

~~Principles~~The Merger Agreement contains customary representations and warranties of ~~Consolidation~~the parties thereto with respect to, among other things, (a) corporate existence and power, (b) authorization to enter into the Merger Agreement and related transactions; subsidiaries, (c) governmental authorization, (d) non-contravention, (e) capitalization, (f) corporate records, (g) consents, (h) financial statements, (i) internal accounting controls, (j) absence of certain changes, (k) properties; title to assets, (l) litigation, (m) material contracts, (n) licenses and permits, (o) compliance with laws, (p) intellectual property, (q) privacy and data security, (r) employee matters and benefits, (s) tax matters, (t) real property, (u) environmental laws, (v) finders’ fees, (w) directors and officers, (x) anti-money laundering laws, (y) insurance, (z) related party transactions, and (aa) certain representations related to securities law and activity. The Company has additional representations and warranties, including (a) issuance of shares, (b) trust fund, (c) listing, (d) board approval, (e) SEC documents and financial statements, (f) certain business practices, (g) expenses, indebtedness and other liabilities and (h) brokers and other advisors.

The condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of September 30, 2022 and December 31, 2021.Covenants

~~Emerging~~The Merger ~~Growth~~Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, cooperation in the preparation of the registration statement and proxy statement (as each such terms are defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of each party’s respective stockholders. The Company and Clearday have each also agreed to include in the proxy statement the recommendation of its respective board that its stockholders approve all of the proposals to be presented at its respective special meeting. In addition, each of the Company and Clearday have agreed to use commercially reasonable efforts to solicit and finalize definitive documentation for a committed equity in an aggregate amount that, together with the funds in the Trust Account after giving effect to potential redemptions from the Company’s public stockholders, together with financing programs available to Clearday after the Closing, will provide to Clearday working capital to meet its short term commercial development goals.

~~The Company is an “emerging growth company”,~~Each asparty’s ~~defined in Section 2(a) of the Securities Act of 1933~~representations, aswarranties ~~amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”),~~ and itpre-Closing ~~may~~covenants ~~take~~will ~~advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are~~ not ~~“emerging~~survive ~~growth~~Closing ~~companies”~~and ~~including,~~no ~~but~~party ~~not~~has ~~limited~~any ~~to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes~~post-~~Oxley~~Closing ~~Act of 2002, reduced disclosure~~indemnification obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. ~~The Company has elected to implement the aforementioned exemptions.~~

~~In addition, Section 107 of the JOBS Act also~~Viveon ~~provides~~Equity ~~that~~Incentive an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.Plan

~~Use~~The Company has agreed to approve and adopt an equity incentive plan (the “Incentive Plan”) to be effective as of ~~Estimates~~the Closing and in a form mutually acceptable to the Company and Clearday, subject to approval of the Incentive Plan by the Company’s stockholders. The Incentive Plan will provide for an initial aggregate share reserve equal to 8% of the number of shares of the Company’s common stock issued and outstanding at the Closing and an “evergreen” provision that is mutually agreeable to the Company and Clearday will provide for an automatic increase on the first day of each fiscal year in the number of shares available for issuance under the Incentive Plan as mutually determined by the Company and Clearday.

~~The preparation of condensed consolidated financial~~Non-Solicitation statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.Restrictions

~~Making estimates requires management to exercise~~Each ~~significant~~of ~~judgment.~~the ItCompany isand atClearday ~~least~~has ~~reasonably~~agreed ~~possible~~ that from the ~~estimate~~date of the ~~effect~~Merger ofAgreement ato ~~condition,~~the ~~situation~~effective time or, ~~set~~if ofearlier, ~~circumstances that~~the ~~existed~~valid attermination of the ~~date~~Merger ofAgreement ~~the~~in ~~condensed~~accordance ~~consolidated~~with ~~financial~~its ~~statements~~terms, ~~which~~it ~~management~~will ~~considered~~not ininitiate ~~formulating~~any ~~its~~negotiations ~~estimate,~~with any party relating to an alternative ~~could~~transaction ~~change~~(as such term is defined in the ~~near~~Merger ~~term~~Agreement) ~~due~~or toenter ~~one~~into orany ~~more~~agreement ~~future~~relating ~~confirming~~to ~~events.~~such ~~Accordingly~~a proposal, ~~the~~other ~~actual~~than ~~results~~as expressly ~~could~~excluded ~~differ~~ from ~~those~~the ~~estimates. The~~definition ~~initial~~of ~~valuation~~an alternative transaction. Each of the ~~Public~~Company ~~Warrants~~and ~~(as~~Clearday ~~defined~~has inalso ~~Note~~agreed ~~3),~~to ~~Rights~~be ~~(as~~responsible for ~~defined~~any inacts ~~Note~~or 3)omissions ~~common~~of ~~stock~~any ~~subject~~of toits ~~redemption and~~respective representatives that, if they were the ~~periodic~~acts ~~valuation~~or omissions of the ~~Private~~Company ~~Warrants~~ and ~~Subscription~~Clearday, as ~~Warrants~~applicable, ~~(as~~would ~~defined~~be indeemed ~~Note~~a 6)breach ~~required~~of ~~management~~the toparty’s ~~exercise~~obligations ~~significant judgement~~with inrespect ~~its~~to ~~estimates~~these non-solicitation restrictions.

VIVEON HEALTH ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~Reclassification~~Conditions to Closing

~~Certain~~The consummation ~~prior~~of ~~period~~the ~~amounts~~Merger ~~have~~is ~~been~~conditioned ~~reclassified to~~upon, ~~conform~~among toother things, (i) the ~~current~~absence ~~period~~of ~~financial~~any ~~statement~~applicable ~~presentation~~law or order restraining, ~~including~~prohibiting or ~~professional~~imposing ~~fees~~any condition on the consummation of ~~$296,169~~the Merger and $2related transactions,~~036,764~~ ~~for~~(ii) the ~~three~~expiration or termination of the waiting ~~and~~period ~~nine~~under ~~months~~the ~~ended~~Hart-Scott-Rodino ~~September~~Antitrust 30Improvements Act of 1976, ~~2021~~as amended, ~~respectively~~(iii) receipt of any consent, ~~and~~approval ~~franchise~~or ~~tax~~authorization required ~~expense~~by any Authority (as defined in the Merger Agreement), (iv) the Company having net tangible assets of at least $~~100~~5,~~355~~000,001 ~~and~~(as determined ~~$147~~in accordance with Rule 3a51-1(g)(1) of the Exchange Act),~~689~~ ~~for~~unless the ~~three~~Company’s amended and ~~nine~~restated ~~months~~certificate of ~~ended~~incorporation ~~September~~shall 30have been amended to remove such requirement prior to or concurrently with the Closing, ~~2021~~(v) approval by Clearday’s stockholders of the Merger and related transactions, ~~respectively.~~(vi) ~~These~~approval ~~fees~~by ~~were~~the ~~reclassified~~Company’s ~~out~~stockholders of ~~operating~~the ~~costs~~Merger onand related transactions, (vii) the ~~statements~~conditional approval for listing by NYSE American (or an alternate exchange) of ~~operations~~the ~~for~~shares of the ~~three~~Company’s common stock to be issued in connection with the transactions contemplated by the Merger Agreement and ~~nine~~satisfaction ~~months~~of ~~ended~~initial ~~September~~and 30continued listing requirements, ~~2021.~~and ~~The~~(viii) ~~reclassification~~the ~~had~~registration nostatement ~~effect~~becoming oneffective ~~the~~in ~~previously~~accordance ~~reported~~with ~~total~~the ~~assets,~~provisions ~~total~~of ~~liabilities, stockholders’~~the ~~equity,~~Securities ~~net~~Act ~~income~~of or1933, as ~~cash~~amended ~~flows~~(“Securities Act”).

~~Cash~~Solely with respect to the Company and ~~Cash~~New ~~Equivalents~~Merger Sub, the consummation of the Merger is conditioned upon, among other things, (i) Clearday having duly performed or complied with all of its obligations under the Merger Agreement in all material respects, (ii) the representations and warranties of Clearday, other than certain fundamental representations as defined in the Merger Agreement, being true and correct in all respects unless failure would not have or reasonably be expected to have a material adverse effect (as defined in the Merger Agreement) on Clearday or any of its subsidiaries, (iii) certain fundamental representations, as defined in the Merger Agreement, being true and correct in all respects, other than de minimis inaccuracies, (iv) no event having occurred that would result in a material adverse effect on Clearday or any of its subsidiaries, (v) Clearday and its securityholders having executed and delivered to the Company each additional agreement (as defined in the Merger Agreement) to which they each are a party and (vi) Clearday delivering certain certificates to the Company.

~~The~~Solely with ~~Company~~respect ~~considers~~to ~~all~~Clearday, ~~short-term~~the ~~investments~~consummation of the Merger is conditioned upon, among other things, (i) Viveon and New Merger Sub having duly performed or complied with anall ~~original~~of ~~maturity~~their respective obligations under the Merger Agreement in all material respects, (ii) the representations and warranties of ~~three~~the ~~months~~Company orand ~~less~~Merger ~~when~~Sub, ~~purchased~~other than certain fundamental representations as defined in the Merger Agreement, being true and correct in all respects unless failure to be ~~cash~~true ~~equivalents.~~and ~~The~~correct ~~cash~~would ~~equivalents~~not inhave or reasonably be expected to have a material adverse effect on the ~~amount~~Company ofor ~~$201~~New Merger Sub and their ability to consummate the Merger and related transactions,~~211~~ (iii) certain fundamental representations, as defined in the Merger Agreement, being true and ~~$350~~correct in all respects,~~455~~ other than de minimis inaccuracies, ~~were~~(iv) no ~~held~~event having occurred that would result in ~~money~~a ~~market~~Material ~~funds~~Adverse Effect on the Company or New Merger Sub, (v) the amended parent charter (as defined in the Merger Agreement) being filed with, and declared effective by, the Delaware Secretary of ~~September 30~~State, ~~2022~~(vi) the Company delivering certain certificates to Clearday, (vii) the size and ~~December~~composition 31of the post-Closing board of directors of the Company having been appointed as set forth in the Merger Agreement and (viii) the Company, ~~2021~~Viveon Health LLC and other stockholders, ~~respectively~~as applicable, having executed and delivered to Clearday each additional agreement to which they each are a party.

~~Investments Held in Trust Account~~Termination

~~As of September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which invest in U.S. Treasury securities.~~ The ~~mutual~~Merger ~~fund~~Agreement ~~assets~~may inbe ~~the~~terminated ~~amount~~at ofany ~~$52,819,665~~time ~~and~~prior ~~$203,282,989~~to ~~were held in~~ the ~~Trust~~effective ~~Account~~time as ~~of September 30, 2022 and December 31, 2021, respectively.~~follows:

~~Warrants~~(i) by either the Company or Clearday, if (A) the Merger and related transactions are not consummated on or before the latest of (i) June 30, 2023 or (ii) in accordance with the Company’s amended and restated certificate of incorporation, the last date for the Company to consummate a business combination pursuant to an extension; and (B) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate the Merger Agreement was not the cause of, or resulted in, the failure of the closing to occur on or before the outside Closing Date, without liability to the other party;

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.13

~~For issued or modified warrants that meet all~~VIVEON ofHEALTH ~~the~~ACQUISITION ~~criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance~~CORP. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. In accordance with guidance contained in ASC 815, the Public Warrants (as defined in Note 3) qualify for equity treatment. The Private Warrants and Subscription Warrants (as defined in Note 6) do not qualify as equity and are recorded as liabilities at fair value. Changes in the estimated fair value of the Private Warrants and Subscription Warrants are recognized as non-cash gains or losses on the condensed consolidated statements of operations.

~~Common~~NOTES ~~Stock~~TO ~~Subject~~CONDENSED toCONSOLIDATED ~~Possible~~FINANCIAL ~~Redemption~~STATEMENTS

All of the 5,032,874 Public Shares sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option that have not been redeemed by stockholders, contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares been classified outside of permanent equity.(UNAUDITED)

13(ii) by either the Company or Clearday, if any authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach was a substantial cause of, or substantially resulted in, such action by the authority; and

~~VIVEON~~(iii) by ~~HEALTH~~mutual ~~ACQUISITION~~written ~~CORP~~consent of the Company and Clearday duly authorized by each of their respective boards of directors.

~~NOTES~~The Merger TOAgreement ~~CONDENSED~~and ~~CONSOLIDATED~~other ~~FINANCIAL~~agreements ~~STATEMENTS~~described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about the Company, Clearday or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the Company, Clearday or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that the Company or Clearday makes publicly available in reports, statements and other documents filed with the SEC. The Company and Clearday investors and securityholders are not third-party beneficiaries under the Merger Agreement.

~~(UNAUDITED)~~Certain Related Agreements

~~The Company recognizes changes in redemption value~~Parent ~~immediately~~Support ~~as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period~~Agreements. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. There was no change in redemption value for the year ended December 31, 2021. In connection with extending the Company’s Original Termination Date to the Extended Date, the Company deposited $720,000, $240,000, $240,000, $240,000, $240,000, and $240,000 into the Trust Account on March 23, 2022, June 23, 2022, July 26, 2022, August 30, 2022, September 28, 2022, and October 28, 2022 respectively. The Company recorded increases in the redemption value of common stock subject to redemption of $738,425 and $1,698,425, respectively, during the three and nine months ended September 30, 2022.

AsConcurrently with the execution of ~~September 30~~the Merger Agreement, ~~2022~~the Company, Clearday and ~~December~~the ~~31,~~Sponsor and the officers and directors of the Company entered ~~2021,~~into a support agreement (the ~~redeemable~~“Parent Support Agreement”) pursuant to which the Sponsor and the officers and directors of the Company have agreed to vote all shares of the Company’s common stock ~~reflected~~beneficially owned by them, including any additional shares of the Company they acquire ownership of or the power to vote: (i) in favor of the ~~condensed~~Merger ~~consolidated~~and ~~balance~~related ~~sheets~~transactions, ~~are~~(ii) ~~reconciled~~against any action reasonably be expected to impede, delay, or materially and adversely affect the Merger and related transactions, and (iii) in favor of an extension of the ~~following~~period ~~table:~~of time the Company is afforded to consummate an initial business combination.

Gross proceeds	$	201,250,000
Less:
Fair value of Public Warrants at issuance		(10,384,500	)
Fair value of Rights at issuance		(9,136,750	)
Issuance costs allocated to common stock subject to possible redemption		(10,660,961	)
Plus:
Remeasurement of carrying value to redemption value		32,194,711
Common stock subject to possible redemption as of December 31, 2021		203,262,500
Redemption of common stock by stockholders		(152,451,819	)
Remeasurement of carrying value to redemption value		720,000
Common stock subject to possible redemption as of March 31, 2022		51,530,681
Remeasurement of carrying value to redemption value		240,000
Common stock subject to possible redemption as of June 30, 2022		51,770,681
Remeasurement of carrying value to redemption value		738,425
Common stock subject to possible redemption as of September 30, 2022	$	52,509,106

Company Support Agreements.

~~Offering~~Concurrently with ~~Costs~~the ~~associated~~execution ~~with~~of the ~~Initial~~Merger Agreement, the Company, Clearday and certain stockholders of Clearday entered into a support agreement ~~Public~~(the ~~Offering~~“Company Support Agreement”), pursuant to which such Clearday stockholders have agreed to vote all common and preferred stock of Clearday beneficially owned by them, including any additional shares of Clearday they acquire ownership of or the power to vote, in favor of the Merger and related transactions and against any action reasonably be expected to impede, delay, or materially and adversely affect the Merger and related transactions.

The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs (“ASC 340”) and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,830,356 as a result of the Initial Public Offering (consisting of a $4,025,000 cash underwriting fee, $7,043,750 of deferred underwriting fees, and $761,606 of other offering costs). The Company recorded $10,660,961 of offering costs as a reduction of temporary equity in connection with the redeemable common stock included in the Units. The Company recorded $1,144,422 of offering costs as a reduction of permanent equity in connection with the Public Warrants and Rights classified as equity instruments. The Company immediately expensed $24,973 of offering costs in connection with the Private Warrants that were classified as liabilities.14

14VIVEON HEALTH ACQUISITION CORP.

~~VIVEON~~NOTES TO ~~HEALTH~~CONDENSED ~~ACQUISITION~~CONSOLIDATED ~~CORP.~~FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~(UNAUDITED)~~Lock-Up Agreements.

~~Share~~In connection with the closing, certain Clearday stockholders will each agree, subject to certain customary exceptions, not to (i) offer, sell contract to sell, pledge or otherwise dispose of, directly or indirectly, any lockup shares, (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the lock-~~Based~~up ~~Payment~~shares ~~Arrangements~~or otherwise, (iv) engage in any short sales or other arrangement with respect to the lock-up shares or (v) publicly announce any intention to effect any transaction specified in clause (i), (ii) or (iii) until the date that is six months after the Closing Date (the “Lock-Up Period”). The term “Lockup Shares” mean the Merger Consideration Shares and the Earnout Shares, if any, whether or not earned prior to the end of the Lock-up Period, together with any other shares of the Company’s common stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive the Company’s common stock, if any, acquired during the Lock-up Period. If the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period following the Closing Date, 50% of the Lock-up Shares will be released from the lock-up. The existing escrow provisions of the Company’s common stock held by certain stockholders will remain in effect.

~~The Company accounts for stock awards in accordance~~Amended ~~with ASC Topic 718, Compensation - Stock Compensation (“ASC 718”), which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date~~ and isRestated ~~equal~~Registration toRights ~~the underlying value of the stock~~Agreement.

~~Costs~~At the ~~equal~~Closing toDate, ~~these~~the ~~fair~~Company ~~values~~will ~~are~~enter ~~recognized ratably~~into ~~over~~an amended and restated registration rights agreement (the ~~requisite~~“Amended ~~service~~and ~~period~~Restated Registration ~~based~~Rights onAgreement”) with certain existing stockholders of the ~~number~~Company and Clearday with respect to their shares of the ~~awards~~Company’s ~~that~~common ~~are~~stock ~~expected~~acquired before or pursuant to ~~vest~~the Merger, orand inincluding the ~~period~~shares ofissuable ~~grant~~on ~~for~~conversion ~~awards~~of the warrants ~~that~~issued ~~vest~~to ~~immediately~~the Sponsor in connection with the Company’s Initial Public Offering and ~~have~~any noshares ~~future~~issuable ~~service~~on ~~condition~~conversion of loans or other convertible securities. ~~For~~The ~~awards~~agreement ~~that~~amends ~~vest~~and ~~over~~restates ~~time,~~the ~~cumulative~~registration ~~adjustments~~rights inagreement ~~later~~the ~~periods~~Company ~~are~~entered into on December ~~recorded~~22, 2020 in connection with its Initial Public Offering. Subject to the ~~extent~~Lock-Up ~~actual~~Agreements ~~forfeitures~~described ~~differ~~above, ~~from~~the holders of a majority of the shares held by the Company’s ~~initial~~existing ~~estimates;~~stockholders, ~~previously~~and ~~recognized~~the ~~compensation~~holders ~~cost~~of isa majority of the shares held by the Clearday stockholders ~~reversed~~will each be entitled to make one demand that Clearday register such securities for resale under the Securities Act, or two demands each if the ~~service~~Company is eligible to use Form S-3 or ~~performance~~a ~~conditions~~similar ~~are~~short-form registration statement. In addition, the holders will have certain “piggy-back” registration rights that require the Company to include such securities in registration statements that the Company otherwise files. The registration rights agreement does not ~~satisfied~~contain ~~and~~liquidating damages or other cash settlement provisions resulting from delays in registering the ~~award~~Company’s issecurities. ~~forfeited~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Income Taxes~~Going Concern

~~The~~As of ~~Company~~March ~~follows~~31, 2023, the ~~asset~~Company ~~and~~had ~~liability~~$77,861 ~~method~~ of ~~accounting~~cash ~~for~~and ~~income~~cash ~~taxes~~equivalents ~~under~~held ~~ASC~~outside ~~Topic~~the ~~740,~~Trust ~~Income~~Account ~~Taxes~~available ~~(“ASC~~for ~~740”)~~working capital needs. ~~Deferred~~In ~~tax~~connection ~~assets~~with ~~and~~the ~~liabilities~~Company’s ~~are recognized~~assessment ~~for~~of ~~the~~going ~~estimated~~concern ~~future~~considerations ~~tax~~in ~~consequences~~accordance ~~attributable~~with toFASB’s ~~differences~~ASC ~~between~~Subtopic 205-40, ~~the~~Presentation ~~condensed~~of ~~consolidated~~Financial ~~financial~~Statements ~~statements carrying~~- ~~amounts~~Going ofConcern, ~~existing~~management ~~assets~~has ~~and~~determined ~~liabilities~~that ~~and~~if ~~their~~the ~~respective~~Company ~~tax~~is ~~bases.~~unable ~~Deferred~~to ~~tax~~raise additional ~~assets~~funds ~~and~~to ~~liabilities~~alleviate ~~are~~liquidity ~~measured~~needs ~~using enacted~~or ~~tax~~complete ~~rates~~a ~~expected~~Business toCombination ~~apply~~by toSeptember ~~taxable~~30, ~~income~~2024 in accordance with the ~~years~~latest extension, inthen ~~which~~the ~~those~~Company ~~temporary~~will ~~differences~~cease ~~are~~all ~~expected~~operations toexcept befor ~~recovered~~the ~~or settled~~purpose of liquidating. The ~~effect~~liquidity oncondition ~~deferred~~and ~~tax~~date ~~assets~~for mandatory liquidation and ~~liabilities~~subsequent ofdissolution araise ~~change~~substantial indoubt ~~tax~~about ~~rates~~the isCompany’s ~~recognized~~ability into ~~income~~continue inas ~~the~~a ~~period~~going ~~that~~concern ~~included~~one year from the ~~enactment~~ date. ~~Valuation~~that ~~allowances~~these unaudited condensed consolidated financial statements are ~~established,~~issued. ~~when~~No ~~necessary,~~adjustments have been made to ~~reduce~~the ~~deferred~~carrying amounts ~~tax~~of assets toor liabilities should the ~~amount~~Company ~~expected~~be unable to becontinue ~~realized~~as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three and nine months ended September 30, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.15

~~See Note 11 for additional information on income~~VIVEON ~~taxes~~HEALTH ~~for~~ACQUISITION ~~the periods presented~~CORP.

~~Net~~NOTES TO ~~(Loss)~~CONDENSED ~~Income~~CONSOLIDATED ~~Per~~FINANCIAL ~~Common~~STATEMENTS ~~Share~~

~~Net~~ (~~loss~~UNAUDITED) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The calculation of diluted (loss) income per common share does not consider the effect of the Public Warrants (as defined in Note 3), Private Warrants, Subscription Warrants (as defined in Note 6), and Rights (as defined in Note 3) since the exercise of the warrants and Rights are contingent upon the occurrence of future events and the inclusion of such warrants and Rights would be anti-dilutive. The warrants and Rights are exercisable to purchase 21,778,750 shares of common stock in the aggregate.

15Risks & Uncertainties

~~VIVEON~~The credit ~~HEALTH~~and ~~ACQUISITION~~financial ~~CORP~~markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. The conflict between Israel and Hamas in early October 2023 and Israel’s subsequent declaration of war against Hamas may have severe adverse effects on regional and global economic markets. The war between Hamas and Israel and the varying involvement of the United States and other countries, as well as political and civil unrest related to the foregoing, makes it difficult to predict the conflict’s impact on global economic and market conditions and, as a result, the situation presents material uncertainty and risk with respect to the Company

~~NOTES~~Inflation Reduction TOAct ~~CONDENSED~~of ~~CONSOLIDATED~~2022 ~~FINANCIAL~~and ~~STATEMENTS~~Excise Tax

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions (~~UNAUDITED~~the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the New York Stock Exchange, we will likely be considered a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial Business Combination and any amendment to our certificate of incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation.

~~The following table reflects the calculation of~~NOTE ~~basic~~2. ~~and~~SUMMARY ~~diluted~~OF ~~net~~SIGNIFICANT ~~(loss)~~ACCOUNTING ~~income per common share (in dollars, except per share amounts):~~POLICIES

	For the Three Months Ended September 30, 2022						For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2022						For the Nine Months Ended September 30, 2021
	Redeemable Common Stock			Non-redeemable Common Stock			Redeemable Common Stock		Non-redeemable Common Stock		Redeemable Common Stock			Non-redeemable Common Stock			Redeemable Common Stock		Non-redeemable Common Stock
Basic and diluted net (loss) income per share:
Numerator:
Net (loss) income	$	(1,325,129	)	$	(1,059,762	)	$	1,071,346	$	214,269	$	(2,396,290	)	$	(1,038,262	)	$	2,490,866	$	498,173
Denominator:
Weighted Average Common Stock		5,032,874			4,025,000			20,125,000		4,025,000		9,289,627			4,025,000			20,125,000		4,025,000
Basic and diluted net (loss) income per common share	$	(0.26	)	$	(0.26	)	$	0.05	$	0.05	$	(0.26	)	$	(0.26	)	$	0.12	$	0.12

Basis of Presentation

~~Concentration~~The accompanying unaudited condensed consolidated financial statements of ~~Credit~~the ~~Risk~~Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K/A as filed with the SEC on February 21, 2024. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

~~Financial instruments that potentially subject~~Principles ~~the Company to concentrations~~ of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.Consolidation

~~Fair~~The unaudited ~~Value~~condensed consolidated financial statements include the accounts of ~~Financial~~the ~~Instruments~~Company and its majority-owned and controlled operating subsidiary, Old Merger Sub after elimination of all intercompany transactions and balances as of March 31, 2023 and December 31, 2022.

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.16

~~The carrying amounts reflected in the condensed~~VIVEON ~~consolidated~~HEALTH ~~balance~~ACQUISITION ~~sheets for current assets and current liabilities approximate fair value due to their short-term nature~~CORP.

~~Level 1 — Assets and liabilities with unadjusted,~~NOTES ~~quoted~~TO ~~prices~~CONDENSED ~~listed~~CONSOLIDATED onFINANCIAL ~~active~~STATEMENTS ~~market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.~~

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.(UNAUDITED)

~~Level 3 — Inputs to the fair value measurement~~Emerging ~~are~~Growth ~~unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.~~Company

~~See~~The Company ~~Note~~is 10an ~~for~~“emerging ~~additional~~growth ~~information~~company”, onas ~~assets~~defined in Section 2(a) of the “Securities Act”, as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and ~~liabilities~~it ~~measured~~may attake ~~fair~~advantage ~~value~~of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions.

16In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.

~~VIVEON~~Use of ~~HEALTH ACQUISITION CORP.~~Estimates

~~NOTES~~The preparation TOof ~~CONDENSED~~unaudited ~~CONSOLIDATED~~condensed ~~FINANCIAL~~consolidated ~~STATEMENTS~~financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (~~UNAUDITED~~as defined in Note 3), Rights (as defined in Note 3) common stock subject to redemption and the periodic valuation of the Private Warrants and Subscription Warrants (as defined in Note 6) required management to exercise significant judgement in its estimates.

~~Derivative Financial Instruments~~Reclassification

~~The Company evaluates its financial instruments~~Certain toprior ~~determine~~period ifamounts ~~such~~have ~~instruments~~been ~~are~~reclassified ~~derivatives~~to orconform ~~contain~~to ~~features~~the ~~that~~current ~~qualify~~period asfinancial ~~embedded~~statement ~~derivatives~~presentation, inincluding ~~accordance~~proceeds ~~with ASC 815.~~from ~~The~~note ~~Company’s~~agreements ~~derivative~~payable ~~instruments are recorded at fair value and re~~-~~valued~~ atrelated ~~each~~party ~~reporting~~of ~~date~~$1,025,000 ~~with~~for ~~changes in~~ the ~~fair~~three ~~value reported~~months inended ~~the~~March ~~condensed~~31, ~~consolidated statements of operations~~2022. ~~Derivative~~These ~~assets~~proceeds ~~and~~were ~~liabilities~~reclassified ~~are classified on the condensed consolidated~~out ~~balance~~of ~~sheets~~proceeds asfrom ~~current~~note oragreements ~~non-current~~payable ~~based~~ on ~~whether~~the orstatement ~~not~~of ~~net-~~cash ~~settlement~~flows orfor ~~conversion of~~ the ~~instrument~~three ~~could be required within 12~~ months ofended ~~the~~March ~~balance~~31, ~~sheet date~~2022. The ~~Company has determined the Private Warrants and Subscription Warrants (as defined in Note~~reclassification 6)had ~~are~~no ~~derivative~~effect ~~instruments.~~on As the ~~Private~~previously ~~Warrants~~reported and Subscription Warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820 with changes in fair value recognized in the condensed consolidated statements of operations in the period of change. In accordance with ASC Topic 825, Financial Instruments, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, should be allocated to the Private Warrants based on their relative fair value against total ~~proceeds,~~cash ~~and recognized as transaction costs in the condensed consolidated statements of operations.~~flows

~~Recent~~Cash and ~~Accounting~~Cash ~~Standards~~Equivalents

The Company’s ~~management~~considers ~~does~~all ~~not~~short-term ~~believe~~investments with an original maturity of three months or less when purchased to be cash equivalents. ~~that~~The ~~any~~cash ~~recently~~equivalents ~~issued,~~in ~~but~~the ~~not~~amount ~~yet~~of ~~effective~~$70,845 ~~accounting~~and ~~standards~~$6,346, ifwere ~~currently~~held ~~adopted,~~in ~~would~~money ~~have~~market afunds ~~material~~as ~~effect~~of onMarch ~~the~~31, ~~accompanying condensed~~2023 ~~consolidated~~and ~~financial~~December ~~statements~~31, 2022, respectively.

~~NOTE~~Investments Held 3.in ~~INITIAL~~Trust ~~PUBLIC OFFERING~~Account

OnAs of March 31, 2023 and December 2831, ~~2020~~2022, substantially all of the ~~Company~~assets ~~sold~~held ~~17,500,000 Units,~~in atthe Trust Account were held in a ~~purchase~~money ~~price~~market account.. The assets in the amount of $~~10.00~~20,336,813 ~~per~~and ~~Unit.~~$53,815,395 ~~Each~~were ~~Unit~~held ~~consists~~in ofthe ~~one~~Trust ~~share~~Account as of ~~common~~March ~~stock~~31, ~~par~~2023 ~~value~~and ~~$0.0001~~December ~~per~~31, ~~share~~2022, ~~one redeemable~~respectively. ~~warrant~~The (Company’s investments held in the ~~“Public~~Trust ~~Warrants”)~~Account ~~and~~are ~~one~~classified ~~right~~as ~~(the~~trading ~~“Rights”)~~securities. ~~Each~~Trading ~~Public~~securities ~~Warrant~~are ~~entitles~~presented on the balance ~~holder~~sheet ~~thereof to~~at ~~purchase~~fair ~~one-half~~value ~~(1/2)~~at the end of aeach ~~share~~reporting ofperiod. ~~common~~Gains ~~stock~~and atlosses aresulting ~~price~~from the change in fair value of ~~$11.50~~investments held ~~per~~in ~~whole~~Trust ~~share.~~Account ~~Each~~are ~~Right~~included ~~entitles~~in ~~the~~Interest ~~holder~~and ~~thereof~~dividends toearned on investments held in Trust Account in the accompanying unaudited ~~receive~~condensed ~~one-twentieth~~consolidated ~~(1/20)~~statements of aoperations. ~~share~~The estimated fair values of ~~common~~investments ~~stock~~held ~~upon~~in ~~consummation~~Trust ofAccount anare ~~initial~~determined ~~Business~~using available ~~Combination~~market information.

On December 30, 2020, the Company sold 2,625,000 Over-Allotment Units pursuant to the underwriters’ full exercise of the over-allotment option (see Note 7), generating aggregate of gross proceeds of $26,250,000.17

~~NOTE~~VIVEON HEALTH 4ACQUISITION CORP. ~~PRIVATE PLACEMENT~~

~~Simultaneously with the closing of the Initial~~NOTES ~~Public~~TO ~~Offering,~~CONDENSED ~~the~~CONSOLIDATED ~~Sponsor~~FINANCIAL ~~purchased~~STATEMENTS an aggregate of 18,000,000 Private Warrants at a price of $0.50 per warrant ($9,000,000 in the aggregate), each exercisable to purchase one-half of one share common stock at a price of $11.50 per whole share, in a private placement that closed simultaneously with the closing of this offering. A portion of the purchase price of the Private Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

~~NOTE 5. RELATED PARTY TRANSACTIONS~~(UNAUDITED)

~~Founder Shares~~Warrants

~~In August~~The ~~2020,~~Company ~~the~~accounts ~~Sponsor~~for ~~paid~~warrants ~~$25,000,~~as oreither ~~approximately~~equity-classified ~~$0.007~~or ~~per~~liability-classified ~~share,~~instruments tobased ~~cover~~on ~~certain~~an ~~offering~~assessment ~~costs~~of inthe ~~consideration for 3,593,750 shares~~warrant’s ofspecific ~~common~~terms ~~stock,~~and ~~par~~applicable ~~value~~authoritative ~~$0.0001~~guidance ~~(the~~in ~~“Founder~~ASC ~~Shares”).~~480 Onand ~~December~~ASC 3,Topic ~~2020~~815, ~~the~~Derivatives ~~Company~~and ~~declared~~Hedging a(“ASC ~~share dividend of 0~~815”).36 ~~for~~The ~~each~~assessment ~~outstanding~~considers ~~share,~~whether ~~resulting~~the inwarrants ~~4,887,500~~are ~~shares~~freestanding ~~outstanding,~~financial ~~and~~instruments onpursuant ~~December~~to 22ASC 480, ~~2020~~meet the ~~Company~~definition ~~declared~~of a ~~share dividend~~liability ofpursuant ~~0.03~~to ~~resulting~~ASC ~~in 5~~480,~~031,250~~ ~~shares~~and ~~which~~whether ~~includes~~the anwarrants ~~aggregate~~meet all of upthe torequirements ~~656,250~~for ~~shares~~equity ~~that~~classification ~~are~~under ~~subject~~ASC to815, ~~forfeiture~~including ~~to the extent~~whether ~~that~~ the ~~underwriters’~~warrants ~~over-allotment~~are ~~option~~indexed isto ~~not~~the ~~exercised~~Company’s inown ~~full~~common orshares ~~in part,~~ and upwhether tothe anwarrant ~~aggregate~~holders ofcould ~~1,006,250~~potentially ~~shares~~require of“net ~~common~~cash ~~stock~~settlement” ~~(or~~in ~~875,000~~a ~~shares~~circumstance outside of ~~common stock to~~ the ~~extent~~Company’s ~~that~~control, ~~the~~among ~~underwriters’~~other ~~over-allotment~~conditions isfor ~~not~~equity ~~exercised,~~classification. ~~pro rata)~~This ~~that~~assessment, ~~are~~which ~~subject~~requires ~~to forfeiture to~~ the ~~extent~~use ~~that Rights are exercised upon consummation~~ of anprofessional ~~initial~~judgment, ~~Business~~is ~~Combination.~~conducted Inat ~~connection with~~ the ~~underwriters’~~time ~~fully exercise~~ of ~~their~~warrant ~~over-allotment~~issuance ~~option~~and onas ~~December~~of ~~30,~~each ~~2020~~subsequent ~~(see~~quarterly period ~~Note~~end ~~7),~~date while the ~~656,250~~warrants ~~shares~~are ~~were no longer subject to forfeiture~~outstanding.

17For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. In accordance with guidance contained in ASC 815, the Public Warrants (as defined in Note 3) qualify for equity treatment. The Private Warrants and Subscription Warrants (as defined in Note 6) do not qualify as equity and are recorded as liabilities at fair value, which is discussed in Note 9. Changes in the estimated fair value of the Private Warrants and Subscription Warrants are recognized as non-cash gains or losses on the unaudited condensed consolidated statements of operations.

~~VIVEON~~Debt with ~~HEALTH~~Conversion ~~ACQUISITION~~and ~~CORP.~~Other Options

~~NOTES~~The Company TOaccounts ~~CONDENSED~~for ~~CONSOLIDATED~~a ~~FINANCIAL~~series ~~STATEMENTS~~of unsecured senior promissory note agreements under ASC Topic 470-20-25-1, Debt - Debt with Conversion and Other Options (“ASC 470-20-25-1”) and ASC Topic 815-15-30-2, Derivatives and Hedging - Embedded Derivatives (“ASC 815-15-30-2”). In accordance with ASC 470-20-25-1, the guidance on the allocation of proceeds for a debt instrument issued along with a derivative is to follow the guidance under ASC 815. In accordance with ASC 815-15-30-2, the proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) were allocated to the two elements using the with-and-without method at time of issuance.

~~(UNAUDITED)~~Common Stock Subject to Possible Redemption

~~The Founder~~All ~~Shares~~of ~~were~~the ~~placed~~1,844,774 ~~into~~Public anShares ~~escrow~~sold ~~account~~as ~~maintained~~part byof ~~Continental~~the ~~Stock~~Units ~~Transfer~~in &the ~~Trust~~Initial ~~Company~~Public ~~acting~~Offering asand ~~escrow~~subsequent ~~agent.~~full ~~50%~~exercise of ~~these~~ ~~shares~~the ~~will~~underwriters’ over-allotment ~~not~~option bethat ~~transferred,~~have ~~assigned,~~not ~~sold~~been orredeemed ~~released~~by ~~from~~stockholders, ~~escrow~~contain ~~until~~a ~~the~~redemption ~~earlier~~feature ofwhich ~~(i)~~allows 6for ~~months after~~ the ~~date~~redemption of ~~the consummation~~such ofredeemable ~~the~~common ~~initial~~stock ~~Business~~in ~~Combination~~connection orwith ~~(ii)~~ the ~~date on which the closing price of the~~ Company’s ~~shares~~liquidation, ofif ~~common~~there ~~stock~~is ~~equals~~a ~~or exceeds~~stockholder ~~$12.50~~vote ~~per~~or ~~share~~tender ~~(as~~offer ~~adjusted~~in ~~for~~connection with ~~stock~~the ~~splits,~~Business ~~stock~~Combination ~~dividends, reorganizations~~ and ~~recapitalizations)~~in ~~for~~connection ~~any~~with 20certain ~~trading~~amendments ~~days within~~to ~~any 30-trading day period commencing after~~ the ~~initial~~Amended ~~Business Combination~~ and ~~the~~Restated ~~remaining~~Certificate ~~50%~~ of ~~the~~Incorporation. ~~Founder Shares will not~~In beaccordance ~~transferred,~~with ~~assigned,~~SEC ~~sold~~and orits ~~released~~staff’s ~~from~~guidance ~~escrow~~on ~~until~~redeemable 6equity ~~months~~instruments, ~~after~~which ~~the~~has ~~date~~been ofcodified ~~the consummation of the initial Business Combination, or earlier,~~ in ~~either~~ASC ~~case~~480-10-S99, ~~if,~~redemption provisions ~~subsequent~~not tosolely ~~its~~within ~~initial~~the ~~Business~~control ~~Combination,~~of the Company ~~consummates~~require acommon ~~subsequent liquidation, merger,~~ stock ~~exchange~~subject orto ~~other~~redemption ~~similar~~to ~~transaction~~be ~~which~~classified ~~results~~outside ~~in all~~ of ~~its~~permanent equity. ~~stockholders~~Therefore, ~~having~~all ~~the~~Public ~~right~~Shares tobeen ~~exchange~~classified ~~their~~outside ~~shares~~ of ~~common stock~~permanent ~~for cash, securities or other property~~equity.

~~During the~~The ~~escrow~~Company ~~period,~~recognizes ~~the~~changes ~~holders~~in ofredemption ~~these~~value ~~shares~~immediately ~~will~~as ~~not~~they beoccur ~~able~~and toadjusts ~~sell~~the orcarrying ~~transfer~~value ~~their~~of ~~securities~~redeemable ~~except~~common ~~(1)~~stock to ~~any persons (including~~ ~~their~~equal ~~affiliates and stockholders) participating in~~ the ~~Private~~redemption ~~Placement~~value ofat the ~~Private~~end ~~Warrants, officers, directors, stockholders, employees and members~~ of ~~the~~each ~~Company’s~~reporting ~~Sponsor~~period. ~~and~~Increases ~~its affiliates, (2) amongst initial stockholders~~ or ~~their~~decreases ~~respective~~in ~~affiliates, or to~~ the ~~Company’s~~carrying ~~officers,~~amount ~~directors,~~of ~~advisors~~redeemable ~~and~~common ~~employees, (3) if a holder is an entity, as a distribution to its, partners,~~stock ~~stockholders~~are oraffected ~~members~~by ~~upon~~credits ~~its~~and ~~liquidation,~~charges ~~(4)~~against byadditional ~~bona~~paid ~~fide~~in ~~gift~~capital toand aaccumulated ~~member~~deficit. ofThe ~~the~~Company ~~holder’s~~recorded ~~immediate~~increases ~~family~~in ~~or to a trust,~~ the redemption ~~beneficiary~~value of ~~which~~common isstock asubject ~~holder~~to orredemption ~~a member~~ of ~~a holder’s immediate family~~$103,177 for ~~estate planning purposes, (5) by virtue of~~ the ~~laws~~three ofmonths ~~descent~~ended ~~and~~March ~~distribution upon death~~31, ~~(6)~~2023. ~~pursuant~~The toCompany arecorded ~~qualified domestic relations order, (7) by certain pledges to secure~~increases ~~obligations incurred~~ in ~~connection with purchases of~~ the ~~Company’s~~redemption ~~securities,~~value ~~(8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation~~ of ~~up to 656,250 shares of~~ common stock subject to ~~forfeiture to~~redemption ~~the~~of ~~extent~~$720,000 ~~that~~for the ~~underwriters’~~three ~~over-allotment~~months isended ~~not~~March ~~exercised~~31, ~~in full or in part or in connection with the consummation of the Company’s initial Business Combination.~~2022

On December 23, 2020, the Sponsor transferred 81,000 of its Founder Shares of the Company to three board members (the “Transferees”) (27,000 Founder Shares to each Transferee) for a nominal fee. On April 30, 2021, the Sponsor subsequently transferred 27,000 of its Founder Shares of the Company to a new board member (the “Additional Transferee”, and, together with the Transferees, the “Directors”). These awards are subject to ASC 718.18

~~Under ASC 718, stock-based compensation associated~~VIVEON ~~with~~HEALTH ~~equity-classified~~ACQUISITION ~~awards is measured at fair value upon the grant date~~CORP. The Founder Shares vested immediately, and, as such, in accordance with ASC 718, the Company recognized compensation expense on the transfer date in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The fair value of the Founder Shares transferred to the Additional Transferee was determined to be $157,140 ($5.82 per share) as of April 30, 2021. The Company recognized compensation expense of $157,140 within stock compensation expense in the Company’s statement of operations for the nine months ended September 30, 2021. The Company did not recognize compensation expense for the three and nine months ended September 30, 2022, and for the three months ended September 30, 2021.

~~Promissory~~NOTES TO ~~Note~~CONDENSED -CONSOLIDATED ~~Related~~FINANCIAL ~~Party~~STATEMENTS

~~The Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note~~ (~~the “Note”~~UNAUDITED). This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On January 13, 2021, the Company paid the $228,758 balance on the note from the proceeds of the Initial Public Offering. The Company no longer has the ability to borrow under the Note.

18As of March 31, 2023 and December 31, 2022, the redeemable common stock reflected in the unaudited condensed consolidated balance sheets are reconciled in the following table:

~~VIVEON~~ SCHEDULE ~~HEALTH~~OF ~~ACQUISITION~~REDEEMABLE ~~CORP.~~COMMON STOCK REFLECTED IN THE CONSOLIDATED BALANCE SHEETS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Gross proceeds	$	201,250,000
Less:
Fair value of Public Warrants at issuance		(10,384,500	)
Fair value of Rights at issuance		(9,136,750	)
Issuance costs allocated to common stock subject to possible redemption		(10,660,961	)
Plus:
Remeasurement of carrying value to redemption value		32,194,711
Common stock subject to possible redemption as of December 31, 2021		203,262,500
Redemption of common stock by stockholders		(152,451,819	)
Common stock tendered for redemption		(34,004,514	)
Remeasurement of carrying value to redemption value		2,607,712
Common stock subject to possible redemption as of December 31, 2022		19,413,879
Remeasurement of carrying value to redemption value		103,177
Common stock subject to possible redemption as of March 31, 2023	$	19,517,056

~~(UNAUDITED)~~Offering Costs associated with the Initial Public Offering

~~Working~~The ~~Capital~~Company ~~Loans~~complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs (“ASC 340”) and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,830,356 as a result of the Initial Public Offering (consisting of a $4,025,000 cash underwriting fee, $7,043,750 of deferred underwriting fees, and $761,606 of other offering costs). The Company recorded $10,660,961 of offering costs as a reduction of temporary equity in connection with the redeemable common stock included in the Units. The Company recorded $1,144,422 of offering costs as a reduction of permanent equity in connection with the Public Warrants and Rights classified as equity instruments. The Company immediately expensed $24,973 of offering costs in connection with the Private Warrants that were classified as liabilities.

~~In addition,~~Share-Based inPayment order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of the Company’s initial Business Combination, without interest. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under Working Capital Loans.Arrangements

~~Administrative~~The ~~Service~~Company ~~Fee~~accounts for stock awards in accordance with ASC Topic 718, Compensation - Stock Compensation (“ASC 718”), which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.

~~Commencing~~Costs onequal ~~the~~to ~~date~~these offair ~~the~~values ~~Company’s~~are ~~final~~recognized ~~prospectus,~~ratably over the ~~Company~~requisite ~~has~~service ~~agreed~~period tobased ~~pay~~on ~~an affiliate of~~ the ~~Sponsor~~number ~~a total~~ of ~~$20,000~~awards ~~per month~~that ~~for~~are ~~office~~expected ~~space~~to vest, ~~utilities and secretarial support. Upon completion of the initial Business Combination~~ or ~~the~~in ~~Company’s liquidation,~~ the ~~Company~~period ~~will~~of ~~cease~~grant ~~paying~~for ~~these~~awards ~~monthly~~that ~~fees.~~vest ~~The~~immediately ~~Company incurred $60,000~~ and ~~$180,000~~have ofno ~~administrative~~future service ~~fees for~~condition. ~~the~~For ~~three~~awards ~~and~~that ~~nine~~vest ~~months~~over ~~ended September 30~~time, cumulative ~~2022,~~adjustments ~~respectively.~~in ~~The~~later ~~Company~~periods ~~incurred~~are ~~$60,000~~recorded ~~and $180,000~~to ~~for~~ the ~~three~~extent ~~and~~actual ~~nine~~forfeitures ~~months~~differ ~~ended~~from ~~September~~the ~~30,~~Company’s ~~2021,~~initial ~~respectively.~~estimates; previously ~~The~~recognized ~~Company accrued~~compensation ~~$10,000~~cost ~~and~~is ~~$10,000~~reversed ofif ~~administrative~~the service ~~fees~~or asperformance ofconditions ~~September~~are ~~30,~~not ~~2022~~satisfied and ~~December 31, 2021, respectively. The accrued amounts are included in Due to related party on~~ the ~~condensed~~award ~~balance~~is ~~consolidated balance sheets~~forfeited.

~~Due to~~Income ~~Related Party~~Taxes

The ~~Company’s~~ ~~directors~~Company ~~and~~follows ~~officers~~the ~~are~~asset ~~reimbursed~~and ~~for~~liability ~~any~~method ~~reasonable out-~~of~~-pocket~~ ~~expenses~~accounting ~~incurred~~for byincome ~~them~~taxes inunder ~~connection~~ASC ~~with~~Topic ~~certain~~740, ~~activities~~Income Taxes (“ASC 740”). onDeferred ~~behalf~~tax ofassets ~~the~~and ~~Company,~~liabilities ~~such~~are asrecognized ~~identifying~~for ~~and~~the ~~investigating~~estimated ~~possible~~future ~~target~~tax ~~businesses~~consequences ~~and~~attributable ~~Business~~to ~~Combinations.~~differences ~~For~~between the unaudited ~~three~~condensed ~~and nine~~consolidated ~~months~~financial ~~ended~~statements ~~September~~carrying ~~30,~~amounts ~~2022,~~of ~~$1,515~~existing assets and ~~$6,647~~liabilities ofand ~~such~~their ~~expenses~~respective ~~were~~tax ~~incurred,~~bases. Deferred ~~respectively,~~tax assets and ~~$364~~liabilities ~~was~~are ~~recorded~~measured inusing ~~due~~enacted tax rates expected to ~~related~~ ~~party~~apply onto taxable income in the ~~condensed~~years ~~consolidated~~in ~~balance~~which ~~sheet~~those temporary asdifferences ofare ~~September~~expected ~~30,~~to ~~2022~~be recovered or settled. ~~For~~The ~~the~~effect ~~three~~on deferred tax assets and ~~nine~~liabilities ~~months~~of ~~ended~~a ~~September~~change in tax rates ~~30,~~is ~~2021,~~recognized ~~$3,732~~in ~~and~~income ~~$7,311~~in ofthe ~~such~~period ~~expenses~~that ~~were~~included ~~incurred~~the enactment date. AsValuation ofallowances ~~December~~are 31established, ~~2021~~when necessary, ~~$44~~to ~~of such~~reduce ~~expenses~~deferred ~~were~~tax ~~recorded~~assets into ~~Due~~the amount expected to ~~related~~be ~~party~~realized.

~~Suneva Subordinated Convertible Promissory Note~~19

~~On May 10,~~VIVEON ~~2022,~~HEALTH ~~Suneva~~ACQUISITION entered into a subordinated convertible promissory note (the “Subordinated Convertible Promissory Note”) with Intuitus Suneva Debt LLC (“Intuitus”), pursuant to which Suneva may borrow up to an aggregate of $1,500,000 to be used to fund working capitalCORP. The Subordinated Convertible Promissory Note bears interest at a rate of 10.0% per annum and is payable upon the earlier of: (i) December 31, 2022 or (ii) the voluntary or involuntary liquidation, dissolution or winding up of Suneva. In addition, Intuitus may elect by written notice to Suneva to convert all (but not less than all) of the then-outstanding principal and interest on the Note into shares of Suneva Series AA Stock as is determined by dividing the total principal and accrued but unpaid interest balance on the Note by the $0.80. The Company’s Chief Financial Officer, Rom Papadopoulos, as managing member of Intuitus, has contributed $200,000 of the $1,500,000 available under the Subordinated Convertible Promissory Note.

~~NOTE~~NOTES TO 6.CONDENSED ~~DEBT~~CONSOLIDATED FINANCIAL STATEMENTS

~~On March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, and May 9, 2022, in connection with the extension of the date by which the Company has to consummate a Business Combination~~ (~~see Note 7~~UNAUDITED), the Company entered into a series of unsecured senior promissory note agreements (“Note Agreements”) with several lenders affiliated with the Company’s Sponsor, Viveon Health LLC and Rom Papadopoulos, the Chief Financial Officer of the Company, for up to an aggregate amount totaling $4.0 million (the “Notes”). The Notes do not bear interest and mature upon the earlier of (i) the closing of the Company’s initial Business Combination, and (ii) December 31, 2022 (the “Maturity Date”). A commitment fee in the amount equal to 10% of all amounts funded under Notes (up to a maximum of $400,000), is due to the subscribers, on a pro rata basis, by the Company promptly following the initial funding. As of September 30, 2022, the Company has received $3.4 million of funding for the Notes. The Company has paid $337,000 in commitment fees as of September 30, 2022. A commitment fee of $5,000 is due to the subscribers as of September 30, 2022.

19ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of March 31, 2023 and December 31, 2022 of $765,613. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended March 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~VIVEON~~See Note ~~HEALTH~~11 ~~ACQUISITION~~for ~~CORP~~additional information on income taxes for the periods presented.

~~NOTES~~Net Income TO(Loss) ~~CONDENSED~~Per ~~CONSOLIDATED~~Common ~~FINANCIAL STATEMENTS~~Share

Net income (~~UNAUDITED~~loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted income (loss) per common share does not consider the effect of the Public Warrants (as defined in Note 3), Private Warrants, Subscription Warrants (as defined in Note 6), and Rights (as defined in Note 3) since the exercise of the warrants and Rights are contingent upon the occurrence of future events. The warrants and Rights are exercisable to purchase 22,068,750 shares of common stock in the aggregate.

~~Pursuant to the terms of the Note Agreements,~~The ~~the~~following ~~subscribers~~table ~~shall~~reflects ~~receive warrants to purchase one share of Company common stock for every $2.00 of~~ the ~~funded~~calculation ~~principal amount~~ of ~~the~~ ~~Notes~~basic upand todiluted ~~2,000,000~~net ~~shares~~income of(loss) ~~the~~per ~~Company~~ common ~~stock,~~share (in ~~the aggregate~~dollars, atexcept ~~an exercise price of $11.50~~ per share, ~~subject to adjustment (the “Subscription Warrants”~~amounts)~~. See Note 9 for additional terms of the Subscription Warrants.~~:

~~In accordance with ASC 470-20-25-2, Debt with~~ SCHEDULE ~~Conversion~~OF ~~and~~BASIC ~~Other~~AND ~~Options~~DILUTED -NET ~~Debt~~(LOSS) ~~Instruments~~INCOME ~~with~~PER ~~Detachable~~COMMON Warrants, the proceeds from the issuance of the Notes were allocated to the Notes and Subscription Warrants using the with-and-without method. Under this method, the Company first allocated the proceeds from the issuance of the Notes to the Subscription Warrants based on their initial fair value measurement of $5,370,185 for the Subscription Warrants issued on March 21, 2022, $337,991 for the Subscription Warrants issued on March 23, 2022, $341,967 for the Subscription Warrants issued on April 4, 2022, $417,037 for the Subscription Warrants issued on April 27, 2022, and $162,003 for the Subscription Warrants issued on May 9, 2022. The measurement of the Subscription Warrants fair value was determined utilizing a Monte Carlo simulation model considering all relevant assumptions current at the dates of issuance. See Note 10 for additional details on the assumptions used. The initial fair value of the Subscription Warrants exceeded the proceeds received from the issuance of the Notes. As such, the proceeds allocated to the Notes were nil. The Company recognized a loss on issuance of the Subscription Warrants of $0 and $3,209,183 for the three and nine months ended September 30, 2022.SHARE

The Company complies with ASC Topic 835, Interest (“ASC 835”). In accordance with ASC 835-30, discounts to the principal amounts are included in the carrying value of the Notes and amortized to “Interest expense” over the remaining term of the underlying debt. During the three and nine months ended September 30, 2022, the Company recorded a $0 and $3,420,000 debt discount upon issuance of the Notes, respectively. The discount is amortized to interest expense over the term of the debt. For the three and nine months ended September 30, 2022, the amortization of the discount resulted in interest expense of $737,931 and $1,097,220, respectively.

	Redeemable Common Stock		Non- redeemable Common Stock		Redeemable Common Stock			Non- redeemable Common Stock
	Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
	Redeemable Common Stock		Non- redeemable Common Stock		Redeemable Common Stock			Non- redeemable Common Stock
Basic and diluted net income (loss) per share:
Numerator:
Net income (loss)		82,635		180,295		(1,313,566	)		(294,628	)
Denominator:
Weighted Average Common Stock		1,844,774		4,025,000		17,945,027			4,025,000
Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.07	)	$	(0.07	)

~~The following table presents the Notes as~~ Concentration of ~~September 30,~~Credit ~~2022:~~Risk

Note	$	3,420,000
Debt discount		(2,322,780	)
Carrying value of notes	$	1,097,220

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~NOTE 7. COMMITMENTS AND CONTINGENCIES~~20

~~Underwriting~~VIVEON HEALTH ~~Agreement~~ACQUISITION CORP.

~~The Company granted the underwriter a 45-day option~~NOTES toTO ~~purchase~~CONDENSED upCONSOLIDATED toFINANCIAL ~~2,625,000~~STATEMENTS additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on December 28, 2020.

The underwriter was paid a cash underwriting fee of $0.20 per share, or $4,025,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $7,043,750 in the aggregate was payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.(UNAUDITED)

20Fair Value of Financial Instruments

~~VIVEON~~The Company ~~HEALTH~~applies ~~ACQUISITION~~ASC ~~CORP~~Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

~~NOTES~~The carrying TOamounts ~~CONDENSED~~reflected ~~CONSOLIDATED~~in ~~FINANCIAL~~the ~~STATEMENTS~~condensed consolidated balance sheets for financial instruments included within current assets and current liabilities approximate fair value due to their short-term nature.

~~(UNAUDITED)~~Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

~~Registration~~Level 2 ~~Rights~~— Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

~~The holders of the Company’s Founder Shares~~Level ~~issued~~3 ~~and~~— ~~outstanding~~Inputs ~~on the date of this prospectus, as well as the holders of the Private Warrants (and underlying securities) will be entitled~~ to ~~registration rights pursuant to an agreement to be signed prior to or on~~ the ~~effective~~fair ~~date~~value ofmeasurement ~~this offering. The holders of a majority of these securities~~ are ~~entitled~~unobservable toinputs, ~~make up to two demands that the Company registers~~ such ~~securities.~~as ~~The~~estimates, ~~holders~~assumptions, of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and ~~underlying~~valuation ~~securities) can~~techniques ~~elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders~~when ~~have~~little ~~certain~~or ~~“piggy-back”~~no ~~registration~~market ~~rights~~data ~~with~~exists ~~respect~~for ~~to registration statements filed subsequent to~~ the ~~Company’s consummation~~assets ofor ~~a Business Combination~~liabilities. ~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Vendor~~See Note ~~Agreements~~10 for additional information on assets and liabilities measured at fair value.

~~On May 18, 2021, the Company entered into an agreement~~Derivative ~~with~~Financial a transactional and strategic advisory firm (the “Strategic Advisor”) for advisory services as needed by the Company in connection with a Business Combination. Pursuant to this agreement, the Company incurred approximately $875,000 in fees. As of September 30, 2022 and December 31, 2021, $500,000 of such fees remain unpaid and are included in accrued costs and expenses on the condensed consolidated balance sheets. On November 1, 2021, the Company and the Strategic Advisor entered into an amendment to the agreement. Pursuant to this amendment, the Company will pay the Strategic Advisor a fee of $2,625,000, inclusive of the $500,000 accrued as of September 30, 2022 and December 31, 2021. The remaining $2,125,000 is contingent upon the consummation of the Business Combination.Instruments

OnThe Company ~~October,~~evaluates 8,its ~~2021,~~financial ~~the~~instruments ~~Company~~to ~~entered~~determine ~~into~~if such instruments are derivatives or contain features that qualify as embedded anderivatives ~~agreement~~in accordance with aASC ~~financial~~815. ~~advisor~~The (Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the ~~“Exclusive~~fair ~~Financial~~value ~~Advisor”)~~reported ~~for~~in ~~financial~~the ~~advisory~~unaudited ~~services~~condensed ~~such~~consolidated statements of operations. Derivative assets and liabilities are classified on the unaudited condensed consolidated balance sheets as ~~financial~~current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Private Warrants and ~~transaction~~Subscription ~~feasibility~~Warrants ~~analysis,~~(as ~~assistance~~defined in ~~negotiations,~~Note ~~assistance~~6) inare ~~capital~~derivative ~~planning~~instruments. As the Private Warrants and Subscription Warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and ~~other~~at ~~customary~~each ~~services~~reporting date in ~~connection~~accordance with aASC ~~Business~~820 ~~Combination,~~with ~~pursuant~~changes toin ~~which~~fair value recognized in the ~~Company~~unaudited ~~will~~condensed ~~pay~~consolidated statements of operations in the ~~Exclusive~~period of change. In accordance with ASC Topic 825, Financial ~~Advisor~~Instruments, the Company has concluded that a ~~fee~~portion of ~~$1,500,000~~the ~~contingent~~transaction ~~upon~~costs which directly related to the ~~consummation~~Initial ofPublic Offering and the ~~Business~~Private ~~Combination~~Placement, should be allocated to the Private Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the unaudited condensed consolidated statements of operations.

~~On November 1, 2021, the Company entered into~~Recent anAccounting agreement with a financial advisor (the “Second Financial Advisor”) for financial advisory services such as guidance on valuation and transaction structure and terms, assistance in negotiations, coordination of due diligence, documentation, and transaction closing, and introduction of the Company to institutional investors in connection with a Business Combination, pursuant to which the Company will pay the Second Financial Advisor a fee of $400,000 contingent upon the consummation of the Business Combination.Standards

OnIn December ~~November 2~~2023, ~~2021~~the FASB issued ASU No. 2023-09, ~~the~~Income ~~Company~~Taxes ~~entered~~(Topic ~~into~~740): Improvements to Income Tax Disclosures, which requires companies to disclose, on an ~~agreement~~annual ~~with~~basis, aspecific ~~financial~~categories ~~advisor~~in (the ~~“Third~~effective ~~Financial~~tax ~~Advisor”)~~rate reconciliation and provide additional information for reconciling ~~financial~~items ~~advisory~~that ~~services~~meet ~~such~~a asquantitative ~~market~~threshold. ~~related~~In addition, companies are required to disclose additional information about income ~~advice~~taxes ~~and~~paid. ~~assistance~~The inASU ~~connection~~is ~~with~~effective afor ~~Business~~annual ~~Combination~~periods beginning after December 15, ~~pursuant~~2024, towith ~~which~~early ~~the~~adoption ~~Company~~permitted. ~~will~~The ~~pay~~standard ~~the~~is required ~~Third~~to ~~Financial~~be ~~Advisor~~adopted on a ~~fee~~ ofprospective ~~$500~~basis; however,~~000~~ ~~contingent~~retrospective ~~upon~~application is permitted. The Company is currently evaluating the effect ~~consummation~~the adoption of ~~the~~ASU ~~Business~~2023-09 ~~Combination~~will have on its condensed consolidated financial statements.

On November 5, 2021, the Company entered into an agreement with an advisor (the “Advisor”) for services such as assistance in refining strategic objectives, preparation or refinement of solicitation materials, identification, contact, and solicitation of or potential investors and other sources of capital, and assistance in review, selection, negotiation, and closing of a transaction in connection with a Business Combination, pursuant to which the Company will pay the Advisor a fee of $200,000 contingent upon the consummation of the Business Combination.21

21VIVEON HEALTH ACQUISITION CORP.

~~VIVEON~~NOTES ~~HEALTH~~TO ~~ACQUISITION~~CONDENSED ~~CORP.~~ CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ (UNAUDITED)

~~(UNAUDITED)~~NOTE 3. INITIAL PUBLIC OFFERING

On ~~November~~December 1528, ~~2021~~2020, the Company ~~entered~~sold ~~into~~17,500,000 anUnits, ~~agreement~~at ~~with~~a ~~two~~purchase ~~placement~~price ~~agents~~of ~~(the~~$10.00 ~~“Placement~~per ~~Agents”)~~Unit. ~~for~~Each ~~services such~~Unit asconsists ~~analysis~~ of ~~potential~~one ~~contributions~~share ~~and assets~~ of acommon stock, ~~target~~par tovalue ~~the~~$0.0001 ~~Company’s~~per ~~future prospects~~share, ~~assistance~~one inredeemable ~~negotiations, and~~warrant ~~assistance~~(the in“Public ~~preparation~~Warrants”) ~~of presentations to investors, lenders,~~ and~~/or~~ ~~other~~one ~~financial~~right ~~sources~~(the ~~in connection with a Business Combination,~~“Rights”). ~~pursuant~~Each toPublic ~~which~~Warrant ~~the~~entitles ~~Company will pay~~ the ~~Placement~~holder ~~Agents~~thereof ato ~~fee~~purchase ~~equal~~one-half to(1/2) ~~the~~of ~~difference~~a ~~between~~share 5% of ~~the~~common ~~total~~stock ~~aggregate~~at ~~sales~~a price of ~~the~~$11.50 ~~securities~~per ~~sold~~whole share. asEach ~~part~~Right ofentitles the ~~Business~~holder ~~Combination~~thereof ~~and~~to 5%receive ofone-twentieth ~~any~~(1/20) ~~securities~~of ~~sold~~a asshare ~~part~~ of ~~the~~common ~~Business~~stock ~~Combination to investors identified by the Advisor, contingent~~ upon ~~the~~ consummation of ~~the~~an initial Business Combination.

On ~~February~~December 1730, ~~2022~~2020, the Company ~~entered~~sold ~~into~~2,625,000 anOver-Allotment ~~agreement~~Units ~~with~~pursuant ato ~~broker-dealer (~~the ~~“Broker-Dealer”)~~underwriters’ ~~for~~full ~~services~~exercise ~~such~~of ~~as providing~~ the ~~Company with capital markets advisory services with regard to a forward purchase agreement, convertible private investment~~over-allotment inoption ~~public~~(see ~~equity~~Note ~~(“PIPE”~~7), ~~secured~~generating ~~credit~~aggregate ~~facility,~~of ~~and~~gross ~~any~~proceeds ~~other capital structure topics in connection with a Business Combination, pursuant to which the Company will pay the Broker-Dealer a fee~~ of $26,250,000 ~~contingent upon the consummation of the Business Combination~~.

~~Extension~~NOTE 4. PRIVATE PLACEMENT

OnSimultaneously ~~March~~with ~~18, 2022,~~ the ~~Company~~closing ~~held its 2022 Annual Meeting~~ of ~~Stockholders for~~ the ~~purpose~~Initial ofPublic ~~approving:~~Offering, ~~(i)~~the aSponsor ~~proposal~~purchased ~~to approve~~ an ~~amendment to~~aggregate ~~the Company’s Amended and Restated Certificate~~ of ~~Incorporation to (i) extend the date by which the Company has to consummate a Business Combination for three months~~18, ~~from March 28~~000,000 ~~2022~~Private ~~(the~~Warrants ~~“Original~~at ~~Termination~~a ~~Date”)~~price toof ~~June 28, 2022 (the “Extended~~$0.50 ~~Date”),~~per ~~and~~warrant (~~ii) allow the Company~~$9, ~~without another stockholder vote~~000,000 toin ~~elect to extend~~ the ~~date~~aggregate), toeach ~~consummate~~exercisable ~~a Business Combination on a monthly basis for up~~ to ~~six~~purchase ~~times~~one-half byof ~~an additional~~ one ~~month~~share ~~each~~common ~~time~~stock ~~after~~at ~~the~~a ~~Extended~~price ~~Date,~~of ~~upon~~$11.50 ~~five~~per ~~days’ advance notice~~whole ~~prior to the applicable deadline~~share, ~~for~~in a ~~total~~private ofplacement upthat toclosed ~~nine~~simultaneously ~~months~~with ~~after~~ the ~~Original Termination Date, unless the~~ closing of ~~the~~that ~~proposed Business Combination with Suneva Medical, Inc~~offering. orA ~~any~~portion ~~potential~~of ~~alternative initial Business Combination shall have occurred (~~the ~~“Extension Proposal”);~~purchase ~~(ii)~~price ~~a proposal to re-elect five current directors to the Company’s Board~~ of ~~Directors (~~the ~~“Director Election~~Private ~~Proposal”);~~Warrants ~~and~~was ~~(iii)~~added ~~a proposal~~ to ~~ratify~~ the ~~appointment~~proceeds offrom ~~Marcum LLP as~~ the ~~Company’s~~Initial ~~independent~~Public ~~registered~~Offering ~~certified public~~held ~~accountants~~in ~~for fiscal year 2020 (~~the ~~“Auditor~~Trust ~~Ratification Proposal”)~~Account. ~~Stockholders voted to approve the Extension Proposal, Director Election Proposal and Auditor Ratification Proposal.~~

OnNOTE ~~March 18, 2022, stockholders elected to redeem 15,092,126 shares of the Company’s common stock, resulting in redemption payments out of the Trust Account totaling approximately $152,451,819~~5. ~~Subsequent~~RELATED toPARTY ~~the redemptions, 5,032,874 shares of common stock remained in the Trust Account.~~TRANSACTIONS

OnFounder March 21, 2022, the Company entered into the Note Agreements (see Note 6). The Note Agreements included Subscription Warrants (see Note 9). The entry into the Note Agreements and the terms of the Notes and Subscription Warrants was approved by the Audit Committee of the Board of Directors of the Company at a meeting held on March 21, 2022.Shares

OnIn ~~March~~August 232020, ~~2022~~the Sponsor paid $25,000, ~~the~~or ~~Company~~approximately ~~filed~~$0.007 anper ~~amendment~~share, to ~~its~~cover ~~Amended~~certain ~~and~~offering ~~Restated~~costs ~~Certificate~~in ofconsideration ~~Incorporation~~for ~~with~~3,593,750 shares ~~the~~of ~~Delaware~~common ~~Secretary~~stock, ~~of State~~par value $0.0001 (the “~~Amendment~~Founder Shares”). ~~The~~On ~~Amendment~~December ~~(i)~~3, ~~extends~~2020, the ~~date by which the~~ Company ~~has~~declared ~~to consummate~~ a ~~Business~~share ~~Combination~~dividend ~~for~~of ~~three~~0.36 ~~months,~~for ~~from~~each ~~the~~outstanding ~~Original~~share, ~~Termination~~resulting ~~Date~~in to4,887,500 ~~the~~shares ~~Extended~~outstanding, ~~Date~~ and ~~(ii)~~on ~~allows~~December 22, 2020 the Company, ~~without~~declared ~~another~~a ~~stockholder vote,~~share todividend ~~elect~~of to0.03 ~~extend~~resulting ~~the~~in ~~date~~5,031,250 toshares ~~consummate~~which aincludes ~~Business~~an ~~Combination~~aggregate onof ~~a monthly basis for~~ up to ~~six~~656,250 ~~times~~shares bythat anare ~~additional~~subject ~~one~~to ~~month~~forfeiture ~~each~~to ~~time after~~ the ~~Extended~~extent ~~Date,~~that ~~upon~~the ~~five days~~underwriters’ ~~advance~~over-allotment ~~notice~~option ~~and~~was ~~the~~not ~~deposit~~exercised ofin ~~$240,000~~full ~~prior~~or toin ~~the applicable deadline~~part, ~~for a~~and ~~total of~~ up to ~~nine~~an ~~months~~aggregate ~~after~~of ~~the Original Termination Date~~1,006,250 shares ~~unless the closing~~ of ~~the~~common ~~proposed~~stock ~~Business~~(or ~~Combination with Suneva Medical~~875,000 ~~Inc.~~shares orof ~~any~~common ~~potential~~stock ~~alternative~~to ~~initial~~the ~~Business~~extent ~~Combination~~that ~~shall have occurred. As disclosed in~~ the ~~Current~~underwriters’ ~~Report on Form 8~~over-Kallotment ~~filed~~was onnot ~~March 18~~exercised, pro ~~2022,~~rata) ~~the~~that ~~Amendment~~are ~~was~~subject ~~approved~~to byforfeiture to the ~~Company’s~~extent ~~stockholders~~that atRights ~~its~~are ~~Annual~~exercised ~~Meeting~~upon consummation of ~~Stockholders~~an ~~held on~~initial ~~March~~Business ~~18, 2022~~Combination. In Onconnection ~~each~~with ofthe ~~June~~underwriters’ ~~23,~~fully ~~2022,~~exercise ~~July~~of ~~26,~~their ~~2022,~~over-allotment ~~August~~option ~~30,~~on ~~2022,~~December ~~September 28~~30, ~~2022,~~2020 ~~and~~(see ~~October~~Note 287), ~~2022~~ the ~~Company deposited $240~~656,~~000~~250 shares ~~into~~were ~~the~~no ~~Trust~~longer ~~Account~~subject to ~~extend the date to consummate a Business Combination through July 28, 2022, August 28, 2022, September 28, 2022, October 28, 2022, and November 28, 2022, respectively~~forfeiture.

22The Founder Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to its initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~VIVEON HEALTH ACQUISITION CORP.~~ 22

~~NOTES~~VIVEON TOHEALTH ~~CONDENSED~~ACQUISITION ~~CONSOLIDATED~~CORP. ~~FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE 8. STOCKHOLDERS’ DEFICIT~~(UNAUDITED)

~~Preferred~~During ~~stock~~the —escrow ~~The~~period, ~~Company~~the isholders ~~authorized~~of these shares will not be able to ~~issue~~sell or transfer their securities except (1~~,000,000~~) ~~shares~~to any persons (including their affiliates and stockholders) participating in the Private Placement of ~~preferred~~the ~~stock~~Private ~~with~~Warrants, aofficers, ~~par~~directors, ~~value~~stockholders, employees and members of ~~$0.0001~~the Company’s Sponsor and ~~with~~its ~~such~~affiliates, (2) amongst initial stockholders or their respective affiliates, ~~designations~~or to the Company’s officers, ~~voting~~directors, advisors and ~~other~~employees, ~~rights~~(3) ~~and~~if ~~preferences~~a asholder ~~may~~is bean ~~determined~~entity, ~~from~~as ~~time~~a distribution to ~~time~~its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the ~~Company~~holder’s ~~board~~immediate offamily ~~directors.~~or to a trust, Asthe beneficiary of ~~September 30~~which is a holder or a member of a holder’s immediate family, ~~2022~~for estate planning purposes, (5) by virtue of the laws of descent and ~~December~~distribution 31upon death, ~~2021~~(6) pursuant to a qualified domestic relations order, ~~there~~(7) ~~was~~by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no ~~preferred~~greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 656,250 shares of common stock ~~issued~~subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or ~~outstanding~~in part or in connection with the consummation of the Company’s initial Business Combination.

~~Common~~On ~~stock~~December —23, ~~The~~2020, ~~Company~~the isSponsor ~~authorized~~transferred ~~to issue 60~~81,000~~,000~~ ~~shares~~ of ~~common~~its ~~stock~~Founder ~~with~~Shares aof ~~par~~the ~~value~~Company ofto ~~$0.0001~~three ~~per~~board ~~share.~~members ~~Holders~~(the “Transferees”) ~~are~~(27,000 ~~entitled~~Founder Shares to ~~one~~each ~~vote~~Transferee) for ~~each~~a ~~share~~nominal ~~of common stock~~fee. AsOn ofApril ~~September~~ 30, ~~2022~~2021, ~~and~~the ~~December~~Sponsor ~~31,~~subsequently ~~2021~~transferred 27,000 ~~there~~of ~~were~~its ~~5,031,250 shares~~Founder Shares of ~~common~~the ~~stock~~Company ~~issued~~to ~~and~~a ~~outstanding,~~new ~~excluding~~board 5member (the “Additional Transferee”,~~032,874~~ and, 20together with the Transferees,~~125,000~~ ~~shares~~the of“Directors”). These ~~common~~awards ~~stock~~are subject to ~~possible~~ASC ~~redemption, respectively~~718.

~~Rights~~Under —ASC ~~Except in cases where the Company is not the surviving company in a Business Combination~~718, ~~each~~stock-based ~~holder~~compensation ofassociated awith ~~Right will automatically receive one~~equity-~~twentieth~~classified ~~(1/20)~~awards ofis ameasured ~~share~~at offair ~~common~~value ~~stock~~ upon ~~consummation of~~ the ~~initial~~grant ~~Business Combination~~date. InThe ~~the event~~Founder ~~the~~Shares ~~Company~~vested ~~will~~immediately, ~~not be the surviving company upon completion of the initial Business Combination~~and, ~~each~~as ~~holder of a Right will be required to affirmatively convert his~~such, ~~her or its rights~~ in ~~order~~accordance towith ~~receive~~ASC ~~the~~718, ~~one-twentieth (1/20) of a share underlying each right upon consummation of~~ the ~~Business Combination. The~~ Company ~~will~~recognized ~~not~~compensation ~~issue~~expense ~~fractional~~on ~~shares~~the transfer date in ~~connection with~~ an ~~exchange~~amount ofequal ~~Rights. Fractional shares will either be rounded down~~ to the ~~nearest~~number ~~whole~~of ~~share~~Founders orShares ~~otherwise~~sold ~~addressed~~times ~~in accordance with~~ the ~~applicable~~grant ~~provisions~~date offair ~~the~~value ~~Delaware General~~per ~~Corporation~~share ~~Law.~~less Asthe aamount ~~result,~~initially ~~holders must hold Rights in multiples of 20 in order to receive shares~~ received for ~~all~~the ~~Rights~~purchase ~~upon closing~~ of athe ~~Business~~Founders ~~Combination~~Shares. Ifhe ~~the~~ Company isdid ~~unable~~not torecognize ~~complete~~compensation anexpense ~~initial Business Combination within the required time period and the Company redeems the Public Shares~~ for the ~~funds~~three ~~held~~months inended ~~the~~March ~~Trust Account~~31, ~~holders of Rights will not receive any of such funds for their~~2023 ~~Rights~~ and ~~the Rights will expire worthless~~2022.

~~NOTE~~Note 9.Agreements ~~WARRANTS~~Payable - Related Party

~~Each~~The ~~Public~~Company ~~Warrant~~entered ~~entitles~~into ~~the~~a ~~holder~~series ~~thereof~~of toNote ~~purchase~~Agreements ~~one-half~~with ~~(1/2)~~several oflenders aaffiliated ~~share~~with ofour ~~common~~Sponsor, ~~stock~~Viveon atHealth aLLC ~~price~~and ofIntuitus ~~$11.50~~Group LLC, ~~per~~and ~~whole~~Intuitus ~~share, subject~~Capital toLLC ~~adjustment.~~for ~~Pursuant~~which to the ~~warrant~~Chief ~~agreement,~~Financial aOfficer ~~warrant~~of ~~holder~~the ~~may~~Company ~~exercise~~is ~~its~~the sSole ~~only~~Proprietor for aup ~~whole~~to ~~number~~an ofaggregate ~~shares. This~~amount ~~means~~totaling ~~that~~$1,955,000 ~~only~~(see anNote ~~even~~6). ~~number~~As of sMarch ~~may~~31, be2023 ~~exercised~~and atDecember ~~any~~31, ~~given~~2022, ~~time~~the bybalance aon ~~warrant~~the ~~holder~~Notes was $1,955,000.

~~The~~Promissory ~~Company~~Notes ~~may~~- ~~call~~Related ~~the Public Warrants for redemption (except the Private Warrants):~~Party

●The Chief inFinancial ~~whole~~Officer of the Company loaned the Company $440,000 to cover expenses related to ongoing operations, of which $75,000 was funded on December 27, 2022, $60,000 was funded on January 20, 2023, $125,000 was funded on January 26, 2023, $105,000 was funded on February 24, 2023, and ~~not~~$75,000 inwas ~~part;~~funded on March 21, 2023. As of March 31, 2023, and December 31, 2022, the outstanding balance of the loans were $440,000 and $75,000, respectively.

●Subsequent to atMarch a31, ~~price~~2023, the Chief Financial Officer of the Company loaned the Company an additional $0396,000 through the date of this filing of which $15,000 was funded on April 14, 2023, $105,000 was funded on April 28, 2023, $70,000 was funded on June 27, 2023, $12,000 was funded on September 29, 2023, $35,000 was funded on November 30, 2023, $50,000 was funded on December 28, 2023, $80,000 was funded on December 29, 2023, $6,000 was funded on April 30, 2023, $23,000 was funded on April 30, 2023, $30,000 was funded on May 3, 2024, and $20,000 was funded on May 9, 2024.01 ~~per~~These ~~warrant;~~loans are non-interest bearing and payable upon consummation of the Company’s Initial Business Combination.

● The Chief ~~upon~~Executive ~~not~~Officer ~~less~~of ~~than~~the 30Company ~~days’~~loaned ~~prior~~the ~~written~~Company ~~notice~~$100,000 to cover expenses related to ongoing operations, which was funded on March 28, 2023. The loan agreement were signed on April 2, 2023. As of ~~redemption~~March ~~(the~~31, ~~“30-day~~2023, ~~redemption~~and ~~period”)~~December to31, ~~each~~2022, ~~warrant~~the ~~holder;~~outstanding balance of the loan was $100,000 and $0, respectively.

●Subsequent to ifMarch ~~and~~31, ~~only if~~2023, ~~there~~our isChief aExecutive ~~current~~Officer ~~registration~~of ~~statement~~the inCompany, ~~effect~~loaned ~~with respect to~~ the ~~shares~~Company ofan ~~common~~additional ~~stock~~$100,000 ~~underlying~~through ~~such~~the ~~warrants~~date atof ~~the~~this ~~time~~ filing of ~~redemption~~which ~~and~~$100,000 ~~for~~was ~~the~~funded ~~entire~~on ~~30-day~~December ~~trading~~21, ~~period~~2023. ~~referred~~This toloan ~~above~~is ~~and~~non-interest ~~continuing~~bearing ~~each~~and ~~day~~payable ~~thereafter~~upon ~~until~~consummation of the ~~date~~Company’s initial ofBusiness ~~redemption~~Combination.

If the Company calls the Public Warrants for redemption as described above, its management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. Whether the Company will exercise its option to require all holders to exercise their Public Warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the Public Warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances.23

23VIVEON HEALTH ACQUISITION CORP.

~~VIVEON~~NOTES ~~HEALTH~~TO ~~ACQUISITION~~CONDENSED ~~CORP.~~ CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ (UNAUDITED)

~~(UNAUDITED)~~Eight investors in the Sponsor, loaned the Company $295,000 in the aggregate to cover expenses related to ongoing operations of which $67,000 was funded through two loans on March 31, 2023. As of March 31, 2023, and December 31, 2022, the outstanding balance of these loans was $67,000 and $0, respectively.

IfSubsequent ~~(x)~~to ~~the~~March ~~Company~~31, ~~issues~~2023, ~~additional~~the ~~shares~~eight ofinvestors ~~common~~loaned ~~stock or equity-linked securities for capital raising purposes in connection with~~ the ~~closing~~Company ~~of its initial Business Combination at~~ an ~~issue~~additional ~~price or effective issue price of less than~~ $~~9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors~~228,000 ~~and~~through in the ~~case~~date of ~~any~~this ~~such issuance~~filing toof ~~its~~which ~~Sponsor~~$33,000 ~~initial stockholders or their affiliates, without taking into account any founders’ shares held by them~~was ~~prior~~funded toon ~~such~~April ~~issuance)~~5, ~~(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds~~2023, ~~and interest thereon~~$100,000 ~~available~~was ~~for~~funded ~~the funding of our initial Business Combination~~ on ~~the~~January ~~date~~25, ~~of the consummation of our initial Business Combination (net of redemptions)~~2024, ~~and (z) the Market Value is below~~ $9.50 ~~per share~~,000 ~~the~~funded ~~exercise~~on ~~price~~January of26, ~~the~~2024, Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $~~16.50~~20,000 ~~per~~funded share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The Public Warrants may be exercised upon surrender of the warrant certificate on orFebruary ~~prior to the expiration date at the offices of the warrant agent~~6, ~~with the exercise form on the reverse side~~2024, ~~of the warrant certificate completed~~ and ~~executed as indicated~~$25,000 ~~accompanied~~funded byon ~~full~~February ~~payment of the exercise price~~12, ~~by certified or official bank check payable to the Company, for the number of warrants being exercised~~2024. ~~The~~These ~~warrant~~loans ~~holders~~are donon-interest ~~not~~bearing ~~have the rights or privileges of holders of shares of common stock~~ and ~~any~~payable ~~voting rights until they exercise their Public Warrants and receive shares of common stock. After the issuance of shares of common stock~~ upon ~~exercise~~consummation of the ~~Public~~Company’s ~~Warrants, each holder will be entitled to one vote for each~~Initial ~~share~~Business ~~held of record on all matters to be voted on by stockholders~~Combination.

~~Private~~As ~~Warrants~~noted above the total amount funded under the promissory notes - related party is $607,000 and $75,000 as of March 31, 2023, and December 31, 2022, respectively. The Company considered the imputed interest from the promissory notes - related party as capital contributions increasing Additional Paid-in Capital on the condensed consolidated statement of stockholders’ equity on the date the loans were funded. The debt discount is amortized over the length of the loan considered to be the earlier of a business combination or December 31, 2023, using their synthetic credit rating, which is an estimate of the effective interest rate at which the Company could borrow within the open market. The synthetic credit ratings as of January 20, 2023, January 26, 2023, February 24, 2023, March 21, 2023 were 25.1%, 24.9%, 23.2%, and 27.2%, respectively. The aggregate debt discount recorded on the promissory notes - related party for the three months ended March 31, 2023 and 2022 was $101,555 and $0, respectively. The carrying value of the promissory notes, net of discount are $514,240 and $75,000 as of March 31, 2023, and December 31, 2022, respectively. For the three months ended March 31, 2023, the amortization of the discount resulted in interest expense of $8,795.

~~The~~Subsequent ~~Private~~to ~~Warrants~~March ~~are~~31, ~~identical~~2023, toin ~~the~~connection ~~Public~~with ~~Warrants~~the ~~except~~Merger ~~that~~Agreement the ~~Private~~Chief ~~Warrants~~Executive ~~will~~Officer, beChief ~~non-redeemable~~Financial Officer and ~~may~~the beeight ~~exercised on~~investors ain ~~cashless~~the ~~basis,~~Sponsor have agreed to exchange the outstanding balances of their loans in ~~each~~the ~~case~~amounts soof ~~long~~$100,000, as$642,000, ~~they~~and ~~continue~~$295,000 respectively, pursuant to bethe ~~held~~terms byof ~~the~~an ~~initial~~exchange ~~purchasers~~agreement orwith ~~their~~Viveon ~~permitted~~dated ~~transferees~~as of October 10, 2023 for a separate series of Clearday senior convertible promissory notes, which are described in Note 6. This exchange is contingent on the closing of the Business Combination.

~~Subscription~~Clearday ~~Warrants~~Note

~~The~~On ~~Subscription~~May ~~Warrant~~12, ~~term~~2023, ~~commences on~~ the ~~Exercise~~Company ~~Date~~entered ~~(as~~into ~~hereinafter~~an ~~defined)~~unsecured ~~for~~promissory anote ~~period~~with ofClearday 49(the ~~months~~“Clearday Note”). The ~~Subscription~~Clearday ~~Warrants~~Note ~~are~~is ~~exercisable~~non-interest ~~commencing~~bearing, onand ~~the~~will ~~date~~mature ofupon the ~~initial~~earlier ~~Business~~of ~~Combination~~ (~~the “Exercise Date”~~i) ~~and~~the ~~have~~first aanniversary ~~cashless~~of ~~exercise feature that is available at any time on or after~~ the ~~Exercise~~issuance ~~Date.~~date ~~Commencing~~and on(ii) the date 13of ~~months~~the closing ~~following~~of the ~~Exercise~~Business ~~Date,~~Combination. ~~the subscribers~~As ~~have~~of ~~the~~March ~~right~~31, ~~but~~2023, ~~not~~and ~~the~~December ~~obligation~~31, to2022, ~~put~~ the ~~Subscription~~outstanding ~~Warrants~~balance toof ~~the~~these ~~Company~~loans atwas ~~a purchase price of~~ $~~5.00~~0, ~~per share~~respectively. On ~~The~~May ~~Company~~12, ~~has~~2024 ~~agreed~~there towas ~~file,~~an ~~within~~extension ~~thirty~~that ~~(30)~~the ~~calendar~~promissory ~~days~~note ~~after~~would ~~the~~mature ~~consummation~~earlier of an(i) ~~initial~~the ~~Business~~date ~~Combination,~~of ~~a registration~~the ~~statement~~closing ~~with~~ the ~~Securities~~Business Combination and ~~Exchange~~(ii) ~~Commission~~such toearlier ~~register~~date ~~for~~as ~~resale~~ the ~~shares~~parties ofshall ~~common~~from ~~stock~~time ~~underlying~~to ~~the~~time ~~Subscription Warrants~~agree in writing.

AsSubsequent ofto ~~September 30,~~March ~~2022 and December~~ 31, ~~2021~~2023, ~~there~~proceeds ~~were~~provided ~~20,125,000~~to ~~Public~~the ~~Warrants~~Company ~~and~~under ~~18,000,000~~the ~~Private~~Clearday ~~Warrants~~Note ~~outstanding. As of September 30, 2022, there~~ were approximately $1,~~710~~761,~~000 Subscription Warrants outstanding~~362. ~~The Company~~Funds ~~accounts for the Public Warrants, Private Warrants, and Subscription Warrants~~ in ~~accordance with~~ the ~~guidance~~Trust ~~contained in ASC~~Account ~~815-40.~~may ~~The~~not ~~Public~~be ~~Warrants~~used ~~qualify~~to ~~for~~repay ~~equity~~the ~~treatment~~obligations under ~~ASC 815-40. Such guidance provides that because~~ the ~~Private~~Clearday ~~Warrants~~Note. ~~and Subscription~~The ~~Warrants~~Company doused ~~not~~such ~~meet~~funds ~~the criteria~~ for ~~equity~~general ~~treatment~~working ~~thereunder,~~capital ~~the Private Warrants and Subscription Warrants must be recorded as a liability~~purposes.

24Working Capital Loans

~~VIVEON~~In ~~HEALTH~~addition, ~~ACQUISITION~~in ~~CORP~~order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of the Company’s initial Business Combination, without interest. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under Working Capital Loans.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ 24

~~(UNAUDITED)~~VIVEON HEALTH ACQUISITION CORP.

~~NOTE~~NOTES ~~10.~~TO ~~FAIR~~CONDENSED ~~VALUE~~CONSOLIDATED ~~MEASUREMENTS~~FINANCIAL STATEMENTS

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:(UNAUDITED)

Description	Amount at Fair Value		Level 1		Level 2		Level 3
September 30, 2022
Assets
Money Market Account	$	201,211	$	201,211	$	—	$	—
Mutual Funds held in Trust Account	$	52,819,665	$	52,819,665	$	—	$	—
Liabilities
Private Warrant Liability	$	1,803,910	$	—	$	—	$	1,803,910
Subscription Warrant Liability	$	5,424,067	$	—	$	—	$	5,424,067
December 31, 2021
Assets
Money Market Account	$	350,455	$	350,455	$	—	$	—
Mutual Funds held in Trust Account	$	203,282,989	$	203,282,989	$	—	$	—
Liabilities
Private Warrant Liability	$	4,188,221	$	—	$	—	$	4,188,221

Administrative Service Fee

~~The~~Commencing ~~Private~~on ~~Warrants~~the ~~and~~date ~~Subscription~~of ~~Warrants~~the ~~are~~Company’s ~~accounted~~final ~~for~~prospectus asprepared ~~liabilities~~ in ~~accordance~~connection with ~~ASC~~the ~~815-40~~Initial ~~and~~Public ~~are~~Offering, ~~presented~~the ~~within~~Company ~~warrant~~agreed to pay ~~liabilities~~an onaffiliate of the ~~condensed~~Sponsor ~~consolidated~~a ~~balance~~total ~~sheets.~~of ~~The~~$20,000 ~~warrant~~per ~~liabilities~~month ~~were~~for ~~measured~~office atspace, ~~fair~~utilities ~~value~~and atsecretarial ~~inception~~support. ~~and~~Upon oncompletion aof ~~recurring~~the ~~basis~~initial Business Combination or the Company’s liquidation, ~~with~~the ~~changes~~Company inwill ~~fair~~cease ~~value~~paying ~~presented~~these ~~within~~monthly ~~change~~fees. inThe ~~fair~~Company ~~value~~incurred $60,000 and $60,000 of ~~warrant~~administrative ~~liabilities~~service fees for the three months ended March 31, 2023 and 2022, respectively. The accrued amounts are included in Due to related party on the unaudited condensed consolidated ~~statements~~balance sheets. As of March 31, 2023 and December 31, 2022, $110,000 and $50,000 of ~~operations~~such expenses were recorded in Due to related party, respectively.

~~The~~Due Company established the initial fair value of the Private Warrants on December 28, 2020, the date of the Company’s Initial Public Offering, and revalued on September 30, 2022 and on December 31, 2021, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date, on September 30, 2022 and on December 31, 2021 due to ~~the~~Related ~~use of unobservable inputs.~~Party

The ~~key~~Company’s ~~inputs~~directors ~~into~~and ~~the~~officers ~~Monte~~are ~~Carlo~~reimbursed ~~simulation~~for any reasonable out-of-pocket expenses incurred by them in connection with certain activities on behalf of the Company, such as identifying and investigating possible target businesses and Business Combinations. For the three months ended March 31, 2023, the Company’s Chief Financial Officer paid $144,780 of ~~September 30~~expenses on behalf of the Company. For the three months ended March 31, 2022, ~~and~~$2,905 ~~December~~of such expenses were incurred. As of March 31, ~~2021~~2023 and 2022, $150,586 and $5,806 of such expenses were asrecorded ~~follows:~~in Due to related party, respectively.

Inputs	As of September 30, 2022			As of December 31, 2021
Risk-free interest rate		4.05	%		1.30	%
Expected term remaining (years)		5.25			5.50
Expected volatility		14.7	%		7.6	%
Stock price	$	10.360		$	10.020

Due from Related Party

~~The~~As ~~Company~~of ~~established~~December 31, 2021, the ~~initial~~Company ~~fair~~had ~~value~~a receivable of ~~the~~$15,000 ~~Subscription~~in ~~Warrants~~connection onwith ~~March~~a ~~21,~~payment ~~2022,~~made ~~March~~by ~~23,~~the ~~2022,~~Company ~~April~~to 4,a ~~2022,~~vendor ~~April~~on ~~27, 2022,~~behalf ~~and~~of ~~May~~a ~~9,2022,~~related ~~the~~party. ~~dates~~During ofthe ~~issuance,~~year ~~and~~ended ~~revalued~~December ~~on September 30~~31, 2022, ~~using~~the aCompany ~~Monte~~was ~~Carlo~~repaid ~~simulation~~for ~~model~~the receivable. ~~The~~As ~~Warrants~~of ~~were classified~~March as31, ~~Level~~2023 3and atDecember 31, 2022, the ~~initial~~Company ~~measurement~~had ~~dates,~~receivables ~~and~~of on$0 ~~September 30,~~in ~~2022~~connection ~~due~~with toa payment made by the ~~use~~Company ofto ~~unobservable~~a ~~inputs~~vendor for a related party.

25NOTE 6. NOTE AGREEMENTS PAYABLE

~~VIVEON~~On ~~HEALTH~~March ~~ACQUISITION~~21, ~~CORP~~2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9, 2022, October 27, 2022, and November 25, 2022, in connection with the extension of the date by which the Company has to consummate a Business Combination (see Note 7), the Company entered into subscription agreements with several lenders for a loan of up to $4,000,000, in the aggregate (the “Subscription Agreements”).

~~NOTES~~Pursuant TOto ~~CONDENSED~~the ~~CONSOLIDATED~~Subscription ~~FINANCIAL~~Agreements, ~~STATEMENTS~~ the Company issued a series of unsecured senior promissory notes in the aggregate principal amount of up to $4,000,000 (the “Notes”) to the subscribers. Of the $4,000,000 in Notes, $1,955,000 was subscribed for by several related parties affiliated with our sponsor, Viveon Health LLC, and the balance in the amount of $2,045,000 was subscribed for by parties that are not related to our sponsor.

Pursuant to the terms of the Subscription Agreements, the subscribers also received warrants to purchase one share of our common stock for every $2.00 of the funded principal amount of the Notes up to 2,000,000 shares of our common stock, in the aggregate, at an exercise price of $11.50 per share, subject to adjustment (~~UNAUDITED~~the “Subscription Warrants”). The Subscription Warrant term commences on the Exercise Date (as hereinafter defined) for a period of 49 months. The Subscription Warrants are exercisable commencing on the date of the initial business combination (the “Exercise Date”) and have a cashless exercise feature that is available at any time on or after the Exercise Date. Commencing on the date 13 months following the Exercise Date, the subscribers have the right, but not the obligation, to put the Subscription Warrants to us at a purchase price of $5.00 per share. We have agreed to file, within thirty (30) calendar days after the consummation of an initial business combination, a registration statement with the Securities and Exchange Commission to register for resale the shares of common stock underlying the Subscription Warrants.

~~The key inputs into the Monte Carlo simulation as of September 30, 2022 and the issuance dates were as follows:~~25

Inputs	As of September 30, 2022			As of May 9, 2022 (Initial Measurement)			As of April 27, 2022 (Initial Measurement)			As of April 4, 2022 (Initial Measurement)			As of March 23, 2022 (Initial Measurement)			As of March 21, 2022 (Initial Measurement)
Risk-free interest rate		4.12	%		2.92	%		2.80	%		2.57	%		2.33	%		2.33	%
Market debt rate1		9.79	%		7.49	%		6.75	%		6.09	%		N/A			N/A
Expected term remaining (years)		4.34			4.56			4.60			4.66			4.44			4.44
Expected volatility		1.0	%		1.0	%		1.0	%		1.0	%		2.5	%		2.4	%
Stock price	$	10.360		$	10.220		$	10.220		$	10.170		$	10.080		$	10.080

VIVEON HEALTH ACQUISITION CORP.

1NOTES TO ~~The~~CONDENSED ~~Company~~CONSOLIDATED ~~changed~~FINANCIAL ~~its~~STATEMENTS valuation technique to incorporate the market debt rate as a significant input to the Monte Carlo simulation for the valuation of the Subscription Warrants as of September 30, 2022, May 9, 2022, April 27, 2022, and April 4, 2022. In the case that the Subscription Warrants were exercised, the risk-free interest rate was used. In the case that the put option was exercised, the market debt rate was used. The risk-free interest rate was used in both scenarios in the Monte Carlo simulation for the valuation of the Subscription Warrants as of March 23, 2022 and March 21, 2022.

~~The following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:~~(UNAUDITED)

Fair value as of December 31, 2020	$	10,763,361
Change in fair value		(3,897,673	)
Fair value as of March 31, 2021		6,865,688
Change in fair value		(233,873	)
Fair value as of June 30, 2021		6,631,815
Change in fair value		(1,959,088	)
Fair value as of September 30, 2021	$	4,672,727

 The Notes do not bear interest and mature upon the earlier of (i) the closing of our initial business combination, and (ii) December 31, 2022 (the “Maturity Date”). The Notes provide for a credit line up to the maximum amount of $4,000,000. We will not have the right to re-borrow any portion of any loans made under the Notes once repaid. As of March 31, 2023, a commitment fee in the amount of $400,000, equal to 10% of the maximum principal amount of the Note, had been paid to the subscribers, on a pro rata basis. In the event that we do not consummate a business combination by the Maturity Date, the Notes will be repaid only from amounts remaining outside of our Trust Account, if any. Subsequent to March 31, 2023, in connection with the Merger Agreement a majority of the holders of the Notes and Subscription Warrants have agreed to exchange such Notes and Subscription Warrants pursuant to the terms of an exchange agreement with Viveon dated as of May 1, 2023 (the Exchange Agreement”) for a separate series of Clearday senior convertible promissory notes (the “Clearday Senior Convertible Notes”). This exchange is contingent on the closing of the Business Combination. The Clearday Senior Convertible Notes bear 8% interest per annum and mature upon the earlier of (i) June 30, 2024, or (ii) the date of any Change in Control. Upon the consummation of the business combination and the exchange of the Subscription Agreements for the Clearday Senior Convertible Notes, the lenders will forfeit their Subscription Warrants as part of the exchange. One lender has chosen not to convert to Clearday Senior Convertible Notes. The balance owed to this lender under the Notes is considered due upon demand by the lender. As of the date of this filing of this Quarterly Report the lender has not requested payment of the Note.

Fair value as of December 31, 2021	$	4,188,221
Fair value of Subscription Warrants at issuance on March 21, 2022		5,370,185
Fair value of Subscription Warrants at issuance on March 23, 2022		337,991
Change in fair value		(2,793,557	)
Fair value as of March 31, 2022		7,102,840
Fair value of Subscription Warrants at issuance on April 4, 2022		341,967
Fair value of Subscription Warrants at issuance on April 27, 2022		417,037
Fair value of Subscription Warrants at issuance on May 9, 2022		162,003
Change in fair value		(1,733,690	)
Fair value as of June 30, 2022		6,290,157
Change in fair value	$	937,820
Fair value as of September 30, 2022	$	7,227,977

On March 21, 2022, an initial amount of $2,700,000 was drawn down from the Notes. $720,000 of the loan proceeds was deposited into our Trust Account in connection with extending the business combination completion window from March 28, 2022 until June 28, 2022. After June 28, 2022, we elected to continue to extend such date until December 28, 2022 by making a monthly deposit of $240,000 into the Trust Account each month for each monthly period until December 28, 2022.

26See Note 9 for additional terms of the Subscription Warrants. Pursuant to a warrant cancellation and forfeiture agreement dated as of August 16, 2023, one of the Company’s directors agreed to forfeit for cancellation 89,029 of the warrant shares underlying the warrant issued to an affiliate that he controls in connection with the Notes described above.

~~VIVEON~~In ~~HEALTH~~accordance ~~ACQUISITION~~with ~~CORP~~ASC 470-20-25-1 and ASC 815-15-30-2, the proceeds from the issuance of the Notes were allocated to the Notes and Subscription Warrants using the with-and-without method. Under this method, the Company first allocated the proceeds from the issuance of the Notes to the Subscription Warrants based on their initial fair value measurement of $5,370,185 for the Subscription Warrants issued on March 21, 2022, $337,991 for the Subscription Warrants issued on March 23, 2022, $341,967 for the Subscription Warrants issued on April 4, 2022, $417,037 for the Subscription Warrants issued on April 27, 2022, $162,003 for the Subscription Warrants issued on May 9, 2022, $65,326 for the Subscription Warrants issued on October 27, 2022, and $121,093 for the Subscription Warrants issued on November 25, 2022. The measurement of the Subscription Warrants fair value was determined utilizing a Monte Carlo simulation model considering all relevant assumptions current at the dates of issuance. See Note 10 for additional details on the assumptions used. The initial fair value of the Subscription Warrants exceeded the proceeds received from the issuance of the Notes. As such, the proceeds allocated to the Notes were $354,233. The Company recognized no gain or loss on issuance of the Subscription Warrants for the three months ended March 31, 2023.

~~NOTES~~On TOMarch ~~CONDENSED~~27, ~~CONSOLIDATED~~2024, ~~FINANCIAL~~the ~~STATEMENTS~~ Company held a Special Meeting of Shareholders (“the March 2024 Stockholders Meeting”) in which voted to amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company to allow the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024 (the “Fourth Extended Date”), upon one calendar day advance notice to Continental Stock Transfer & Trust Company, prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Fourth Extended Date. It also voted to amend the Company’s Investment Management Trust Agreement, allowing the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the amount of $35,000 (the “Extension Payment”) for each one-month extension until September 30, 2024. On March 28, 2024 a deposit of $35,000 was made into the Trust Account to extend to April 30, 2024.

~~(UNAUDITED)~~The Company is currently in default of the Extension Payments for May and June of 2024. The Company anticipates that it will make the outstanding payments in June, 2024.

The Company recognized a loss in connection with changes in the fair value of the Private and Subscription Warrants of $937,820 for the three months ended September 30, 2022, and a gain of $3,589,427 for the nine months ended September 30, 2022 within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Company recognized gains in connection with the changes in the fair value of the Private Warrants of $1,959,088 and $6,090,634 for the three and nine months ended September 30, 2021 within change in fair value of warrant liabilities in the condensed consolidated statements of operations, respectively.26

~~NOTE~~VIVEON ~~11.~~HEALTH ~~INCOME~~ACQUISITION ~~TAXES~~CORP.

~~The~~NOTES ~~Company’s~~TO ~~effective~~CONDENSED ~~tax~~CONSOLIDATED ~~rate~~FINANCIAL ~~for~~STATEMENTS the three and nine months ended September 30, 2022 was 0.0%. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 0.0%. The Company’s effective tax rate for the three and nine months ended September 30, 2022 differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the changes in the fair value of warrant liabilities and the costs incurred in connection with the issuance of the Subscription Warrants and non-deductible transaction costs in connection with the Merger Agreement. The Company’s effective tax rate for the three and nine months ended September 30, 2021 differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the changes in the fair value of warrant liabilities and stock compensation expense, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and nine months ended September 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

~~NOTE 12. SUBSEQUENT EVENTS~~(UNAUDITED)

The Company ~~evaluated~~complies ~~subsequent~~with ~~events~~ASC ~~and~~Topic ~~transactions~~835, ~~that~~Interest ~~occurred~~(“ASC ~~after~~835”). In accordance with ASC 835-30, discounts to the ~~condensed~~principal ~~consolidated~~amounts are ~~balance~~included ~~sheet~~in ~~date~~the upcarrying value of the Notes and amortized to “Interest expense” over the ~~date that~~remaining term of the ~~condensed~~underlying debt ~~consolidated~~to ~~financial~~the ~~statements~~Original ~~were~~Maturity ~~issued~~Date. ~~Based~~The ~~upon~~Company ~~this~~recorded ~~review~~a $3,645,777 ~~other~~debt ~~than~~discount asupon ~~described~~issuance inof ~~Note~~the 1Notes, ~~Note~~respectively. 2As of March 31, 2023 and December 31, 2022 the discount was fully amortized to interest expense over the term of the debt to the Original Maturity ~~Note~~Date. 7For the three months ended March 31, 2023 and ~~below~~for the three months ended March 31, 2022, the ~~Company~~amortization ~~did~~of ~~not~~the ~~identify~~discount ~~any~~resulted in ~~subsequent~~interest ~~events~~expense ~~that~~of ~~would~~$0 ~~have~~and ~~required~~$99,543, ~~adjustment~~respectively. orThe ~~disclosure~~carrying invalue of the ~~condensed~~Notes is $4,000,000 as of March 31, 2023 and December ~~consolidated~~31, ~~financial~~2022, ~~statements~~respectively.

OnNOTE ~~October~~7. ~~27,~~COMMITMENTS ~~2022,~~AND ~~the Company received additional proceeds of $280,000 on the Notes, all of which was contributed by the Company’s Chief Financial Officer, Rom Papadopoulos.~~CONTINGENCIES

~~The Company filed their Form S-4/A with the SEC on November 10, 2022, and~~Underwriting ~~it was declared effective on November 14, 2022. The Company filed their prospectus with the SEC on November 17, 2022.~~Agreement

27The Company granted the underwriter a 45-day option to purchase up to 2,625,000 additional shares of common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on December 28, 2020.

~~Item~~The 2underwriter was paid a cash underwriting fee of $0.20 ~~Management’s~~per ~~Discussion~~share, ~~and~~or ~~Analysis~~$4,025,000 in the aggregate, upon the closing of ~~Financial~~the ~~Condition~~Initial ~~and~~Public Offering. ~~Results~~In addition, $0.35 per share, or $7,043,750 in the aggregate was payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of ~~Operations~~the underwriting agreement.

~~References~~In inaddition, ~~this~~subject ~~report (the “Quarterly Report”)~~ to ~~“we~~certain conditions,” ~~“us”~~the orCompany granted the ~~“Company”~~underwriters ~~refer~~of tothe ~~Viveon Health~~Initial ~~Acquisition~~Public ~~Corp.~~Offering, ~~References~~for toa ~~our~~period ~~“management”~~of or12 ~~our~~months after ~~“management~~the ~~team”~~date ~~refer~~of tothe ~~our~~consummation ~~officers~~of ~~and~~a ~~directors~~Business Combination, ~~and~~ ~~references~~a toright ~~the~~of ~~“Sponsor”~~first ~~refer~~refusal to ~~Viveon~~act ~~Health,~~as ~~LLC.~~book-running ~~The~~managing ~~following~~underwriter ~~discussion~~or placement ~~and~~agent, ~~analysis~~with at least 30% of the ~~Company’s financial~~economics, ~~condition~~for any and ~~results~~all offuture ~~operations~~public ~~should~~and beprivate ~~read~~equity, inconvertible ~~conjunction~~and debt offerings. In accordance with ~~the~~FINRA ~~condensed~~Rule ~~consolidated~~5110(f)(2)(E)(i), ~~financial~~such ~~statements~~right ~~and the~~of ~~notes~~first ~~thereto~~refusal ~~contained~~shall ~~elsewhere~~not inhave ~~this~~a ~~Quarterly~~duration ~~Report.~~of ~~Certain~~more ~~information~~than ~~contained~~three inyears from the effective ~~discussion~~date ~~and~~of ~~analysis~~the ~~set~~registration ~~forth below~~statement ~~includes~~related ~~forward-looking~~to ~~statements~~our ~~that~~initial ~~involve~~public ~~risks~~offering. ~~and~~Subsequently ~~uncertainties~~this agreement was voided.

~~Special~~Registration ~~Note Regarding Forward-Looking Statements~~Rights

~~This~~The ~~Quarterly~~holders ~~Report~~of ~~includes~~the ~~“forward-looking~~Company’s ~~statements”~~Founder ~~that~~Shares ~~are~~issued ~~not historical facts~~ and ~~involve~~outstanding ~~risks~~as ~~and~~well ~~uncertainties that~~as ~~could~~the ~~cause~~holders ~~actual~~of ~~results~~the toPrivate ~~differ~~Warrants ~~materially from those expected~~ (and ~~projected.~~underlying ~~All statements, other than statements of historical~~securities) ~~fact~~are ~~included~~entitled into ~~this~~registration ~~Quarterly~~rights ~~Report~~pursuant ~~including,~~to ~~without~~an ~~limitation,~~agreement ~~statements~~signed in ~~this~~connection ~~“Management’s~~with ~~Discussion~~the ~~and~~Initial ~~Analysis of~~Public ~~Financial~~Offering. ~~Condition~~The ~~and~~holders ~~Results~~ of ~~Operations” regarding the Company’s financial position, business strategy and the plans~~a ~~and~~majority ~~objectives~~ of ~~management~~these ~~for~~securities ~~future operations,~~ are ~~forward-looking~~entitled ~~statements.~~to ~~Words~~make ~~such~~up asto ~~“expect,”~~two ~~“believe,” “anticipate,”~~demands ~~“intend,”~~that ~~“estimate,”~~the ~~“seek”~~Company ~~and~~registers ~~variations and similar words and expressions are intended to identify~~ such ~~forward-looking statements~~securities. ~~Such~~The ~~forward-looking~~holders ~~statements~~of ~~relate~~the ~~to future events or future performance,~~majority ~~but~~of ~~reflect~~the ~~management’s~~Founder ~~current~~Shares ~~beliefs,~~can ~~based~~elect onto ~~information~~exercise ~~currently~~these ~~available.~~registration Arights ~~number~~at ofany ~~factors~~time ~~could~~commencing ~~cause~~three ~~actual~~months ~~events, performance~~prior ~~or results~~ to ~~differ materially from~~ the ~~events,~~date ~~performance~~on ~~and results discussed in the forward-looking statements. For~~which ~~information~~these ~~identifying~~shares ~~important~~of ~~factors~~common ~~that~~stock ~~could~~are ~~cause actual results~~ to ~~differ~~be ~~materially~~released from ~~those~~escrow. ~~anticipated~~The inholders ~~the~~of ~~forward-looking statements,~~a ~~please~~majority ~~refer to the Risk Factors section~~ of the ~~Company’s~~Private ~~final~~Warrants ~~prospectus~~(and ~~for~~underlying ~~its~~securities) can ~~initial~~elect ~~public~~to ~~offering~~exercise ~~filed~~these ~~with the~~registration ~~U.S.~~rights ~~Securities~~at ~~and~~any ~~Exchange~~time ~~Commission~~after (the ~~“SEC”). The~~ Company’s ~~securities~~consummates ~~filings~~a ~~can~~Business beCombination. ~~accessed~~In onaddition, the ~~EDGAR~~holders ~~section~~have ofcertain ~~the~~“piggy-back” ~~SEC’s~~registration ~~website~~rights atwith ~~www.sec.gov.~~respect ~~Except~~to asregistration ~~expressly~~statements ~~required~~filed bysubsequent ~~applicable~~to ~~securities law,~~ the Company ~~disclaims any~~’s ~~intention~~consummation orof ~~obligation~~a toBusiness ~~update~~Combination. orThe ~~revise~~Company ~~any~~will ~~forward-looking~~bear ~~statements~~the ~~whether~~expenses asincurred ain ~~result~~connection ofwith ~~new~~the ~~information,~~filing ~~future~~of ~~events~~any orsuch ~~otherwise~~registration statements.

~~Overview~~27

WeVIVEON ~~are~~HEALTH aACQUISITION blank check company formed under the laws of the State of Delaware on August 7, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businessesCORP. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses that have their primary operations located in North America in the healthcare industry. We intend to utilize cash derived from the proceeds of our initial public offering in effecting our initial business combination.

~~The~~NOTES ~~issuance~~TO ofCONDENSED ~~additional~~CONSOLIDATED ~~shares~~FINANCIAL ~~in connection with an initial business combination:~~STATEMENTS

~~● may significantly dilute the equity interest of our investors in this offering who would not have pre-emption rights in respect of any such issuance;~~(UNAUDITED)

~~● may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock;~~Vendor Agreements

●On May ~~will~~18, ~~likely~~2021, ~~cause~~the Company entered into an agreement with a ~~change~~transactional and strategic advisory firm (the “Strategic Advisor”) for advisory services as needed by the Company in ~~control~~connection ifwith a ~~substantial~~Business ~~number~~Combination. ofPursuant ~~our~~to ~~shares~~this ofagreement, ~~common~~the ~~stock~~Company ~~are~~incurred approximately ~~issued~~$875,000 ~~which~~in ~~may~~fees. ~~affect~~As of March 31, ~~among~~2023 ~~other~~and ~~things~~December 31, ~~our~~2022, ~~ability~~$500,000 toof ~~use~~such ~~our~~fees ~~net~~remain ~~operating~~unpaid ~~loss~~and ~~carry~~are ~~forwards,~~included ifin ~~any~~accrued costs and expenses on the unaudited condensed consolidated balance sheets. On November 1, 2021, the Company and ~~most~~the ~~likely~~Strategic Advisor entered into an amendment to the agreement. Pursuant to this amendment, the Company will ~~also~~pay ~~result~~the inStrategic Advisor a fee of $2,625,000, inclusive of the ~~resignation~~$500,000 oraccrued ~~removal~~as of ~~our~~March ~~present~~31, ~~officers~~2023 and ~~directors;~~December ~~and~~31, 2022. The remaining $2,125,000 is contingent upon the consummation of the Business Combination.

●On October, ~~may~~8, ~~adversely~~2021, ~~affect~~the ~~prevailing~~Company ~~market~~entered ~~prices~~into an agreement with a financial advisor (the “Exclusive Financial Advisor”) for financial ~~our~~advisory ~~securities~~services such as financial and transaction feasibility analysis, assistance in negotiations, assistance in capital planning, and other customary services in connection with a Business Combination, pursuant to which the Company will pay the Exclusive Financial Advisor a fee of $1,500,000 contingent upon the consummation of the Business Combination. As a result of the termination of the merger agreement between the Company and Suneva, this agreement was terminated on January 31, 2023, and there are no related contingent fees for the agreement.

●On October ~~Similarly~~25, 2021, the Company entered into an agreement with a Consultant for investor relations and public relations services in connection with a Business Combination with Suneva. The Consulting Agreement specifically identified Suneva as the target of the Business Combination. Pursuant to the agreement, the Consultant would be paid a fee of $15,000 per month from the date of the agreement until the Business Combination with Suneva, with an additional $15,000 accruing each month until the Business Combination date. Additionally, pursuant to the agreement, the Consultant would be paid a success fee of $300,000 contingent upon the consummation of the Business Combination with Suneva, a performance based fee of up to $200,000 upon the consummation of the Business Combination with Suneva if wethe ~~issue~~Consultant ~~debt~~achieved certain ~~securities~~objectives, ita ~~could~~retainer ~~result~~of $34,000 due upon the consummation of the Business Combination with Suneva which would be held to the term of the agreement, a fee of $17,000 per month for investor relations services for the combined entity commencing upon the consummation of the Business Combination with Suneva with the first payment due within 5 days of the Business Combination with Suneva and subsequent monthly payments due upon the first of the corresponding month of services, and a fee of $17,000 per month for public relations services for the combined entity commencing upon the consummation of the Business Combination with Suneva with the first payment due within 5 days of the Business Combination with Suneva and subsequent monthly payments due upon the first of the corresponding month of services. The Consultant stopped providing services in: February 2023.

●On October ~~default~~5, 2023, a legal complaint was filed in Connecticut Superior Court against the Company and ~~foreclosure~~Suneva onby ~~our~~the ~~assets~~Consultant. ifThe ~~our~~Complaint alleges ~~operating~~that ~~revenues~~the ~~after~~Company ~~our~~and ~~Initial~~Suneva ~~Business~~owe ~~Combination~~the Consultant unpaid fees under an October 25, 2021 consulting agreement and asserts claims for breach of contract, breach of implied contract, unjust enrichment, and quantum meruit. As of the date of this filing, this action is not pending and has not been officially docketed with the Connecticut Superior Court. The Company is continuing to assess the merits of the complaint but believes that the claims by the Consultant against the Company are ~~insufficient~~without merit and the Company intends to ~~pay~~defend the ~~our~~action ~~debt~~if ~~obligations;;~~it is properly initiated.

●VIVEON HEALTH ~~acceleration~~ACQUISITION of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;CORP.

●NOTES TO ~~our~~CONDENSED ~~immediate~~CONSOLIDATED ~~payment~~FINANCIAL ~~of all principal and accrued interest, if any, if the debt security is payable on demand~~STATEMENTS

~~● our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding; and~~(UNAUDITED)

●On November ~~limitations~~1, on2021, ~~our~~the ~~ability~~Company toentered ~~borrow~~into ~~additional~~an ~~amounts~~agreement with a financial advisor (the “Second Financial Advisor”) for ~~expenses,~~financial advisory ~~capital~~services ~~expenditures,~~such ~~acquisitions~~as guidance on valuation and transaction structure and terms, ~~debt~~assistance ~~service~~in ~~requirements~~negotiations, ~~execution~~coordination of ~~our~~due diligence, ~~strategy~~documentation, and ~~other~~transaction ~~purposes~~closing, and ~~other~~introduction ~~disadvantages~~of ~~compared~~the Company to ~~our~~institutional ~~competitors~~investors ~~who~~in ~~have~~connection ~~less~~with ~~debt~~a Business Combination, pursuant to which the Company will pay the Second Financial Advisor a fee of $400,000 contingent upon the consummation of the Business Combination. As a result of the termination of the merger agreement between the Company and Suneva, this agreement was terminated on January 31, 2023, and there are no related contingent fees for the agreement.

WeOn ~~expect~~November to2, ~~continue~~2021, tothe ~~incur~~Company ~~significant~~entered ~~costs~~into an agreement with a financial advisor (the “Third Financial Advisor”) for financial advisory services such as market related advice and assistance in connection with a Business Combination, pursuant to which the ~~pursuit~~Company will pay the Third Financial Advisor a fee of ~~our~~$500,000 ~~acquisition~~contingent ~~plans.~~upon Wethe ~~cannot~~consummation ~~assure~~of ~~you~~the ~~that~~Business ~~our~~Combination. ~~plans~~As toa ~~complete~~result of the ~~our~~termination ~~initial~~of ~~business~~the ~~combination~~merger ~~will~~agreement bebetween ~~successful~~the Company and Suneva, this agreement was terminated on June 9, 2023, and there are no related contingent fees for the agreement.

~~Recent~~ On ~~Developments~~November 5, 2021, the Company entered into an agreement with an advisor (the “Advisor”) for services such as assistance in refining strategic objectives, preparation or refinement of solicitation materials, identification, contact, and solicitation of or potential investors and other sources of capital, and assistance in review, selection, negotiation, and closing of a transaction in connection with a Business Combination, pursuant to which the Company will pay the Advisor a fee of $200,000 contingent upon the consummation of the Business Combination. As a result of the termination of the merger agreement between the Company and Suneva, this agreement was terminated on June 19, 2023, and there are no related contingent fees for the agreement.

On February ~~January 12~~17, 2022, wethe Company entered into aan ~~merger~~ agreement with a broker-dealer (the “~~Merger Agreement~~Broker-Dealer”) ~~with~~for ~~VHAC~~services ~~Merger~~such ~~Sub,~~as providing ~~Inc.,~~the aCompany ~~Delaware~~with ~~corporation~~capital ~~and~~markets aadvisory ~~wholly~~services ~~owned~~with ~~subsidiary~~regard ofto ~~the Company~~a ~~(“Merger~~forward ~~Sub”),~~purchase ~~and Suneva Medical~~agreement, ~~Inc.,~~convertible aprivate ~~Delaware~~investment in ~~corporation~~public equity (“~~Suneva~~PIPE”)., ~~Pursuant~~secured tocredit ~~the terms of the Merger Agreement~~facility, ~~a business combination between the Company~~ and ~~Suneva~~any ~~will~~other becapital ~~effected~~structure ~~through~~topics ~~the~~in ~~merger~~connection ~~of Merger Sub~~ with ~~and into~~a ~~Suneva~~Business Combination, ~~with~~pursuant ~~Suneva~~to ~~surviving~~which the ~~merger~~Company aswill apay ~~wholly owned subsidiary of~~ the ~~Company~~Broker-Dealer ~~(the~~a ~~“Merger”).~~fee ~~The board~~ of ~~directors of~~$250,000. ~~the~~This ~~Company~~agreement ~~has~~was ~~(i)~~terminated ~~approved~~on ~~and~~June ~~declared~~9, ~~advisable~~2023, as ~~the~~a ~~Merger~~result ~~Agreement,~~of the ~~Merger~~termination ~~and~~of the ~~other~~merger ~~transactions~~agreement ~~contemplated~~between ~~thereby and (ii) resolved to recommend approval of~~ the ~~Merger~~Company ~~Agreement~~ and ~~related~~Suneva. ~~transactions~~Pursuant byto the ~~stockholders~~terms of the ~~Company.~~agreement Onthe ~~July 13,~~Broker-Dealer ~~2022,~~will ~~the~~remain ~~parties~~entitled ~~agreed~~ to ~~amend~~ the ~~Merger~~fee ~~Agreement to reduce the Viveon Closing Cash condition from $50 million, net~~ of ~~Suneva Expenses and Viveon Expenses to~~ $~~30 million~~250,000 ~~net~~if ofa ~~Suneva~~Business ~~Expenses~~Combination ~~and~~is ~~Viveon~~consummated ~~Expenses.~~within On24 ~~November~~months ~~10,~~after ~~2022,~~ the ~~parties~~termination ~~agreed~~date. ~~to amend the~~The ~~Merger~~Company ~~Agreement~~is topursuing ~~fix~~a ~~the~~waiver ~~aggregate~~from ~~exercise price for all of~~ the inBroker-~~the-money~~Dealer ~~Suneva~~to ~~options~~waive ~~and~~the ~~warrants at~~ $2250,~~582,075~~000 ~~and~~fee ~~extend the~~upon ~~outside~~a ~~closing~~Business ~~date~~Combination. ~~from~~As ~~December 31~~such, ~~2022 to March 31, 2023, to~~ the ~~extent~~fee ~~the~~remains ~~Company’s stockholders approve an amendment~~contingent toupon ~~its~~the ~~amended~~consummation ~~and restated certificate~~ of ~~incorporation to extend~~ the ~~date~~Business ~~by which the Company has to consummate a business combination to March 31, 2023 or later~~Combination.

~~The~~On ~~Merger~~May ~~Agreement~~9, ~~and~~2023, the ~~transactions contemplated thereby were approved by the boards of directors of each of the~~ Company ~~and~~entered ~~Suneva. We~~into ~~intend~~an toagreement ~~effectuate our proposed initial business combination~~ with ~~Suneva using~~ a ~~combination~~placement ofagent ~~cash from~~ (the ~~proceeds~~“Placement ofAgent) ~~our~~for ~~initial public~~services ~~offering~~such (as advising and assisting the ~~concurrent~~Company ~~private~~in ~~placement~~identifying ofone ~~shares~~or tomore ~~our~~investors ~~sponsor,~~that asare ~~described~~“accredited” inor “~~Part~~qualified I,institutional ~~Item 1~~buyers. ~~Business”~~ ofContingent ~~our~~upon ~~annual~~the ~~report~~consummation onof ~~Form~~the ~~10-K~~Business asCombination, ~~filed with~~ the ~~SEC~~Company onwill ~~March~~pay ~~31, 2022),~~ the ~~proceeds~~Placement ofAgents ~~the~~a ~~sale~~cash offee ~~our~~equal ~~shares~~ to ~~private~~eight ~~investors~~percent in(8.0%) ~~connection~~of ~~with~~the ~~our~~gross ~~initial~~proceeds ~~business~~received ~~combination~~by ~~and shares issued to~~ the ~~owners of Suneva~~Company.

For further information regarding the Merger Agreement and our proposed initial business combination with Suneva, please refer to Note 1 of this Quarterly Report and the Company’s Form S-4/A, which was filed with the SEC on November 10, 2022 and declared effective on November 14, 2022, as well as the prospectus filed with the SEC on November 17, 2022.Extensions

On March 18, 2022, wethe Company held ~~our~~an ~~2022~~ Annual Meeting of Stockholders for the purpose of approving: ~~(i)~~various aproposals, ~~proposal~~including ~~to approve~~ an amendment ~~to our amended and restated certificate of incorporation~~ to ~~(i) extend~~ the ~~date by which the~~ Company’s ~~has~~Amended ~~to consummate a business combination for three months, from March 28, 2022 (the “Original Termination Date”) to June 28, 2022,~~ and ~~(ii)~~Restated ~~allow~~Certificate ~~us,~~of ~~without~~Incorporation ~~another stockholder vote,~~ to ~~elect to~~ extend the date to consummate a ~~business combination on a monthly basis for up to six times by an additional one month each time after~~ the ~~Extended~~Business Date, upon five days’ advance notice prior to the applicable deadline, for a total of up to nine months after the Original Termination Date, unless the closing of the proposed business combination with Suneva or any potential alternative initial business combination shall have occurred (the “Extension Proposal”); (ii) a proposal to re-elect five current directors to our Board of Directors (the “Director Election Proposal”); and (iii) a proposal to ratify the appointment of Marcum LLP as our independent registered certified public accountants for fiscal year 2020 (the “Auditor Ratification Proposal”)Combination. ~~Stockholders voted to approve the Extension Proposal, Director Election Proposal and Auditor Ratification Proposal.~~

29On March 18, 2022, stockholders elected to redeem 15,092,126 shares of the Company’s common stock, resulting in redemption payments out of the Trust Account totaling approximately $152,451,819. Subsequent to the redemptions, 5,032,874 shares of common stock remained in the Trust Account.

On March 1821, 2022, ~~stockholders~~March ~~elected~~23, to2022, ~~redeem~~April 154,~~092~~ 2022,~~126~~ ~~shares~~April of27, ~~our~~2022, ~~Class~~May A9, ~~common~~2022, ~~stock~~October 27, ~~resulting~~2022, inand ~~redemption~~November ~~payments~~25, ~~out~~2022, ofthe Company entered into the ~~trust~~Note ~~account~~Agreements ~~totaling~~(see ~~approximately~~Note ~~$152,451,819~~6). ~~Subsequent~~The toNote Agreements included Subscription Warrants (see Note 9). The entry into the ~~redemptions,~~Note ~~5,032,874~~Agreements and ~~shares~~the terms of ~~common~~the ~~stock~~Notes ~~remained~~and inSubscription Warrants was approved by the Audit Committee of the Board of Directors of the Company at ~~trust~~a ~~account~~meeting held on March 21, 2022.

On March 21, 2022, an initial amount of $2,700,000 was drawn down from the Notes. $720,000 of the loan proceeds was deposited into our trust account in connection with extending the business combination completion window from the Original Termination Date until June 28, 2022. After the June 28, 2022, if we elect to continue to extend such date until December 28, 2022 (the “Final Extension Date”), we shall make a monthly deposit of $240,000 into the trust account each month for each monthly period, or portion thereof, until the Final Extension Date. We deposited $240,000 into the trust account on each of June 23, 2022, July 26, 2022, August 30, 2022, September 28, 2022, and October 28, 2022 to extend the business combination completion window to July 28, 2022, August 28, 2022, September 28, 2022, October 28, 2022, and November 28, 2022 (the “Extended Date”), respectively. We intend to make the final deposit of $240,000 to extend the date to consummate a business combination until the earlier of the closing of a business combination or December 28, 2022.29

~~The~~VIVEON ~~entry~~HEALTH ~~into~~ACQUISITION ~~the Subscription Agreement and the terms of the Notes and Subscription Warrants was approved by the Audit Committee of the Board of Directors of the Company at a meeting held on March 21, 2022~~CORP.

OnNOTES ~~March~~TO ~~23,~~CONDENSED ~~2022,~~CONSOLIDATED weFINANCIAL filed an amendment to our amended and restated certificate of incorporation with the Delaware Secretary of State (the “Amendment”) The Amendment (i) extends the date by which we have to consummate a business combination for three months, from the Original Termination Date to the Extended Date and (ii) allows us, without another stockholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Extended Date, upon five days’ advance notice and the deposit of $240,000 prior to the applicable deadline, for a total of up to nine months after the Original Termination Date, unless the closing of the proposed business combination with Suneva Medical, Inc. or any potential alternative initial business combination shall have occurred. As disclosed in the Current Report on Form 8-K filed on March 18, 2022, the Amendment was approved by our stockholders at our Annual Meeting of Stockholders held on March 18, 2022.STATEMENTS

~~On March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022 and May 9, 2022, we entered into a series of unsecured senior promissory note agreements~~ (~~“Note Agreements”~~UNAUDITED) with several lenders affiliated with the our Sponsor, Viveon Health LLC and Rom Papadopoulos, the Chief Financial Officer of the Company, for up to an aggregate amount totaling $4.0 million (the “Notes”). The Notes do not bear interest and mature upon the earlier of (i) the closing of the our initial business combination, and (ii) December 31, 2022 (the “Maturity Date”). As of September 30, 2022, we had received $3.4 million of funding for the Notes.

InOn ~~accordance~~March ~~with ASC 470-20-25-2~~23, ~~Debt with Conversion and Other Options - Debt Instruments with Detachable Warrants~~2022, the ~~proceeds received~~Company ~~upon~~filed ~~issuing~~an ~~the~~amendment ~~Notes with a common stock warrant were allocated~~ to ~~the~~its ~~two~~Amended ~~elements~~and ~~based~~Restated onCertificate ~~the relative fair values~~ of ~~the debt~~Incorporation ~~instrument~~with ~~without~~ the ~~warrants~~Delaware ~~and~~Secretary of State ~~the~~to ~~warrants~~extend ~~themselves at time of issuance. The measurement of~~ the ~~common~~date ~~stock~~to ~~warrant fair~~consummate ~~value~~a ~~was~~Business ~~determined~~Combination ~~utilizing~~for a ~~Monte~~total ~~Carlo~~of ~~simulation~~up ~~model~~to ~~considering~~nine ~~all~~months ~~relevant~~after ~~assumptions~~the ~~current~~Original atTermination Date, unless the ~~date~~closing of ~~issuance. See Note 10 to~~ the ~~condensed~~proposed ~~consolidated~~Business ~~financial~~Combination ~~statements~~with ~~for~~any ~~more~~potential ~~details~~initial onBusiness ~~the~~Combination ~~assumptions~~shall ~~used~~have occurred. The ~~portion~~Amendment ~~of the proceeds~~was soapproved ~~allocated~~by to the ~~warrants~~Company’s ~~shall~~stockholders beat ~~accounted~~its ~~for~~Annual asMeeting ~~paid-in capital. The remainder~~ of ~~the~~Stockholders ~~proceeds~~held ~~shall~~on beMarch ~~allocated~~18, ~~to the debt instrument portion of the transaction~~2022.

~~Discounts~~On toDecember ~~the~~23, ~~principal~~2022, ~~amounts~~the ~~are~~Company ~~included~~held inits ~~the~~2022 ~~carrying~~Annual ~~value~~Meeting of the ~~Notes~~Stockholders ~~and~~in ~~amortized~~which tothey ~~“Interest~~voted ~~expense”~~to ~~over~~extend the ~~remaining~~date to consummate ~~term~~a ofbusiness ~~the~~combination ~~underlying~~until ~~debt.~~June ~~During~~30, ~~the~~2023. ~~three~~. ~~and~~On ~~nine~~each ~~months~~of ~~ended~~December ~~September 30~~27, 2022, weJanuary ~~recorded~~26, a2023, $0February ~~and~~27, $32023,~~420~~ March 27,~~000~~ ~~debt~~2023, ~~discount~~April ~~upon~~28, ~~issuance~~2023 ofand ~~the~~May ~~Notes.~~24, ~~The~~2023, ~~discount~~the isCompany ~~amortized~~deposited to$100,000 ~~interest~~into ~~expense~~the ~~over~~Trust ~~the~~Account ~~term~~to ofextend the ~~debt.~~date ~~For~~to ~~the~~consummate ~~three~~a ~~and~~Business ~~nine~~Combination through ~~months~~January ~~ended September 30~~31, ~~2022~~2023, ~~the~~February ~~amortization~~28, of2023, ~~the~~March ~~discount~~31, ~~resulted~~2023, inApril ~~interest~~30, ~~expense~~2023, ofMay ~~$737~~31,~~931~~ 2023 and $1June 30,~~097~~ 2023,~~220,~~ respectively.  

~~Results~~On December 23, 2022, stockholders elected to redeem 3,188,100 Public Shares, resulting in a redemption payable as of ~~Operations~~December 31, 2022 of $34,004,514 included in common stock tendered for redemption on the unaudited condensed consolidated balance sheet. On January 25, 2023, redemption payments out of the trust account totaled $34,004,514. Subsequent to the redemptions, 1,844,774 Public Shares remained.

WeOn ~~have~~June ~~neither~~22, ~~engaged~~2023, inthe ~~any~~Company ~~operations~~held ~~nor~~a ~~generated~~stockholder ~~any~~meeting ~~revenues~~(the to“June ~~date.~~2023 ~~Our~~Stockholders ~~only~~Meeting”) ~~activities~~in ~~for~~which stockholders voted to (A) amend the ~~nine~~Company’s ~~months~~Amended ~~ended~~and ~~September~~Restated 30Certificate of Incorporation, ~~2022~~ ~~and~~to ~~for~~allow the ~~nine~~Company ~~months~~to ~~ended~~(i) ~~September~~initially ~~30,~~extend ~~2021~~the date ~~were~~by ~~organizational~~which ~~activities,~~the ~~those~~Company ~~necessary~~must consummate an initial business combination up to ~~prepare~~six times, each such extension for ~~the~~an ~~Initial~~additional ~~Public~~one ~~Offering,~~month ~~and~~period, ~~after~~until ~~our~~December ~~initial~~31, ~~public offering~~2023, ~~identifying~~by ~~target~~depositing ~~companies~~into ~~for~~the aTrust ~~business~~Account, ~~combination~~the amount of $85,000 ~~conducting~~for ~~due~~each ~~diligence~~one-month onextension until ~~such~~December ~~target~~31, ~~companies~~2023, and ~~negotiating~~(ii) ~~the~~further ~~Business~~extend ~~Combination~~the ~~Agreement~~date ~~with~~by ~~Suneva,~~ which ~~will~~the ~~give~~Company ~~effect~~must toconsummate ~~our~~an initial business combination. We(without doseeking additional ~~not~~approval ~~expect~~from the stockholders) for up to ~~generate~~an ~~any~~additional ~~operating~~three ~~revenues~~months, ~~until~~from ~~after~~January ~~the~~1, ~~completion~~2024 ofto ~~our~~March ~~business~~31, ~~combination.~~2024, Wewith ~~generate~~no additional ~~non-operating~~deposits ~~income~~to inbe made into the ~~form~~Trust ofAccount ~~interest~~during ~~income~~such onperiod, ~~marketable~~each ~~securities~~such ~~held~~extension ~~after~~for ~~our~~an additional one month period, (the “Third Extended Date”), unless the closing of the proposed initial ~~public~~business ~~offering~~combination with Clearday, Inc., Weor ~~incur~~any ~~expenses~~potential alternative asinitial abusiness ~~result~~combination ofshall ~~being~~have aoccurred ~~public~~prior ~~company~~to the Third Extended Date; and (~~for~~B) ~~legal~~to amend the Company’s Investment Management Trust Agreement, ~~financial~~dated ~~reporting~~as of December 22, ~~accounting~~2020, by and ~~auditing~~between ~~compliance),~~the asCompany ~~well~~and asthe ~~for~~Trustee ~~due~~to ~~diligence expenses~~reflect the foregoing extensions and deposits.

On March 27, 2024, the Company held a Special Meeting of Shareholders (“the March 2024 Stockholders Meeting”) in which voted to amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company to allow the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024 (the “Fourth Extended Date”), upon one calendar day advance notice to Continental Stock Transfer & Trust Company, prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Fourth Extended Date. It also voted to amend the Company’s Investment Management Trust Agreement, allowing the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the amount of $35,000 (the “Extension Payment”) for each one-month extension until September 30, 2024. On March 28, 2024 a deposit of $35,000 was made into the Trust Account to extend to April 30, 2024.

~~For~~The ~~the~~Company ~~three~~is ~~months~~currently ~~ended September 30, 2022, we had a net loss of $2,384,891, which consisted of a loss on the change~~ in ~~fair~~default ~~value~~ of ~~warrant~~ ~~liability of $937,820, amortization of~~ the ~~debt~~Extension ~~discount~~Payments offor ~~$737,931,~~May ~~professional fees of $703,829, operating costs of $203,072,~~ and ~~franchise~~June ~~tax expense~~ of ~~$32,868,~~2024. ~~partially~~The ~~offset~~Company byanticipates ~~interest~~that ~~and~~it ~~dividend~~will ~~income~~make ~~on investments held in Trust Account of $230,042,~~the ~~and~~outstanding ~~interest~~payments ~~income~~June ~~on the operating bank account of $587~~2024.

~~For~~On ~~the~~March ~~three months ended September 30~~27, ~~2021,~~2024 westockholders ~~had~~elected ~~net~~to ~~income~~redeem ~~of $1~~968,~~285,615,~~350 ~~which~~Public ~~consisted of a gain on the fair value of warrant liability of $1~~Shares,~~959,088,~~ ~~interest~~resulting ~~and dividend income on investments held~~ in ~~Trust~~a ~~Account~~redemption of $511,~~124~~267,175 ~~and~~from ~~interest income on~~ the ~~operating~~Trust ~~bank~~Account. ~~account~~Subsequent ofto ~~$25,~~the ~~partially offset by professional fees of $296~~redemptions,~~169,~~ ~~operating costs of $282~~649,~~098,~~065 ~~and~~Public ~~franchise~~Shares ~~tax expense of $100,355~~remained.

~~For~~ In ~~the~~connection ~~nine~~with ~~months~~the ~~ended~~stockholders’ ~~September~~vote ~~30,~~at ~~2022,~~the weJune ~~had~~2023 aStockholders ~~net~~Meeting, ~~loss of $3~~227,~~434,552,~~359 ~~which~~shares ~~consisted~~ of acommon ~~loss~~stock onwere ~~the~~tendered ~~issuance~~for redemption. ofAs ~~subscription warrants~~a ofresult, approximately $32,~~209~~498,~~183,~~947 ~~professional~~(approximately ~~fees~~$10.99 ofper ~~$1,881,977,~~share) ~~amortization~~were ofremoved from the ~~debt~~Company’s ~~discount~~Trust ofAccount to $1pay such holders,~~097,220,~~ ~~operating~~without ~~costs~~taking ofinto ~~$657,491, expensed~~account ~~issuance~~additional ~~costs~~allocation of ~~$374,000,~~payments ~~and~~to ~~franchise~~cover any tax ~~expense~~obligation of ~~$113~~the Company,~~359,~~ ~~partially~~such ~~offset~~as franchise bytaxes, abut ~~change~~not inincluding ~~fair~~any ~~value~~excise oftax, ~~warrant~~since ~~liability of~~that $3date. Following redemptions,~~589,427,~~ ~~interest~~the ~~and~~Company ~~dividend~~has ~~income~~1,617,415 onshares ~~investments~~of ~~held~~public incommon ~~Trust~~stock ~~Account~~outstanding, ofand approximately $~~308~~17,~~495~~777,324 ~~and~~will ~~interest~~remain ~~income~~in on the ~~operating bank~~Trust ~~account of $756~~Account.

~~For the nine months ended September~~ 30, 2021, we had net income of $2,989,039, which consisted of a gain on the fair value of warrant liability of $6,090,634, interest income on investments held in Trust Account of $15,205, and interest income on the operating bank account of $136, partially offset by professional fees of $2,036,764, operating costs of $775,343, stock compensation expense of $157,140, and franchise tax expense of $147,689.

~~Liquidity,~~VIVEON ~~Capital~~HEALTH ~~Resources,~~ACQUISITION ~~and Going Concern~~CORP.

~~For~~NOTES ~~the~~TO ~~nine~~CONDENSED ~~months~~CONSOLIDATED ~~ended~~FINANCIAL September 30, 2022, net cash used in operating activities was $1,480,143, which was due to a gain on the fair value of the warrant liability of $3,589,427, our net loss of $3,434,552, and interest and dividends earned on investments held in Trust Account of $308,495, offset in part by loss on the issuance of the subscription warrants of $3,209,183, amortization of the debt discount of $1,097,220 changes in working capital of $1,171,928, and expensed issuance costs of $374,000.STATEMENTS

For the nine months ended September 30, 2021 net cash used in operating activities was $1,902,319, which was due to a gain on the change in fair value of warrant liability of $6,090,634 and interest and dividends earned on investments held in Trust Account of $15,205, offset in part by net income of $2,989,039, changes in working capital of $1,057,341, and stock compensation expense of $157,140.(UNAUDITED)

~~For~~On ~~the~~June ~~nine~~27, ~~months~~2023, ~~ended~~July ~~September~~27, 302023, ~~2022~~August ~~net~~28, ~~cash~~2023, ~~provided~~September by29, ~~investing~~2023, ~~activities~~October ~~was~~2, ~~$150~~2023,~~771~~ October 27,~~819~~ ~~which~~2023, ~~resulted~~and ~~from~~December ~~cash~~1, ~~withdrawn~~2023, the Company ~~from~~deposited $85,000 in the Trust Account, to ~~pay~~extend ~~redeeming~~the ~~stockholders~~date ofby ~~$152~~which the Company can complete an initial business combination by one month to July 31,~~451~~ 2023,~~819~~ August 31, ~~offset~~2023, inSeptember ~~part~~30, by2023 ~~cash~~and ~~deposited~~October ~~for~~31, ~~the~~2023, ~~extension~~November ~~contribution~~30, of2023, and December 31, 2023, respectively. From $January 1,~~680~~ 2024 to March 31,~~000~~ 2024 , there were no additional deposits to be made into the Trust Account.

~~There~~From ~~were~~January no1, ~~cash~~2024 ~~flows~~through ~~from~~the ~~investing~~filing ~~activities~~date ~~for~~, ~~the~~there ~~nine~~were ~~months~~additional ~~ended~~deposits ~~September~~of 30$35,000 ~~2021~~made into the Trust Account.

~~For~~NOTE ~~the~~8. ~~nine~~STOCKHOLDERS’ months ended September 30, 2022, net cash used in financing activities was $149,400,819, which was due to the redemption of common stock of $152,451,819 and the payment of issuance costs of $369,000, offset in part by proceeds from note agreements payable of $3,420,000.DEFICIT

~~For~~Preferred ~~the~~stock ~~nine~~— ~~months~~The ~~ended~~Company ~~September~~is 30authorized to issue 1,000,000 ~~2021~~shares ~~net~~of ~~cash~~preferred ~~used~~stock inwith ~~financing~~a ~~activities~~par ~~was~~value of $~~619~~0.0001 and with such designations,~~387,~~ ~~which~~voting ~~was~~and ~~due~~other torights ~~the~~and ~~payment~~preferences ofas ~~the~~may ~~other payable~~be -determined ~~related~~from ~~party~~time ofto ~~$364,880,~~time by the ~~payment~~Company’s board of ~~the~~directors. As ~~promissory~~of ~~note~~March -31, ~~related~~2023 ~~party~~and ofDecember ~~$228~~31,~~758~~ 2022, ~~and~~there ~~the~~was ~~payment~~no ofpreferred ~~offering~~stock ~~costs of~~issued ~~$25,749~~or outstanding.

Common stock — The Company is authorized to issue 60,000,000 shares of common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of common stock. As of March 31, 2023 and December 31, 2022, there were 5,031,250 shares of common stock issued and outstanding, excluding 1,844,774 shares of common stock subject to possible redemption.

AsRights of— ~~September 30,~~Except ~~2022,~~in wecases ~~had~~where ~~cash~~the ~~and~~Company ~~marketable~~is ~~securities~~not in the ~~trust~~surviving ~~account~~company ofin ~~$52~~a Business Combination,~~819,665.~~ Weeach ~~intend~~holder toof ~~use~~a ~~substantially~~Right will ~~all~~automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the ~~funds~~initial ~~held~~Business inCombination. In the ~~trust~~event the ~~account,~~Company ~~including~~will ~~any~~not ~~amounts~~be ~~representing~~the ~~interest~~surviving ~~earned~~company onupon completion of the ~~trust~~initial ~~account~~Business ~~(less~~Combination, ~~taxes~~each ~~payable and~~holder ~~deferred~~of ~~underwriting~~a ~~commissions)~~Right towill ~~complete~~be ~~our~~required to ~~initial~~affirmatively ~~business~~convert ~~combination~~his, ~~with~~her ~~Suneva.~~or Weits ~~may~~rights ~~withdraw~~in ~~interest~~order to ~~pay~~receive ~~taxes.~~the one-twentieth (1/20) of a share underlying each right upon consummation ~~During~~of the ~~nine~~Business ~~months~~Combination. ~~ended~~The ~~September 30,~~Company ~~2022,~~will wenot ~~did~~issue ~~not~~fractional ~~withdraw~~shares ~~any~~in connection with an exchange of ~~the~~Rights. ~~interest~~Fractional ~~income~~shares will ~~from~~either ~~the~~be ~~Trust~~rounded ~~Account~~down to ~~pay~~the ~~for franchise~~nearest ~~and~~whole ~~income~~share ~~taxes.~~or Tootherwise addressed in accordance with the ~~extent~~applicable ~~that~~provisions ~~our~~of ~~capital~~the ~~stock~~Delaware General orCorporation ~~debt~~Law. isAs ~~used~~a result, inholders ~~whole~~must orhold Rights in ~~part,~~multiples asof ~~consideration~~20 in order to ~~complete~~receive ~~our~~shares for all Rights upon closing ~~Initial~~of a Business Combination,. If the ~~remaining~~Company ~~proceeds~~is ~~held~~unable into ~~the~~complete ~~Trust~~an ~~Account~~initial ~~will~~Business beCombination ~~used~~within asthe ~~working~~required ~~capital~~time toperiod ~~finance~~and the ~~operations~~ ofCompany redeems the ~~target~~Public ~~business~~Shares orfor ~~businesses~~the funds held in the Trust Account, ~~make~~holders ~~other~~of ~~acquisitions~~Rights will not receive any of such funds for their Rights and ~~pursue~~the ~~our~~Rights ~~growth~~will ~~strategies~~expire worthless.

AsNOTE ~~of September 30, 2022, we had cash and cash equivalents of $286,092 outside of the Trust Account and a working capital deficit of $4,157,625~~9. WARRANTS

InEach ~~connection~~Public ~~with~~Warrant entitles the ~~our~~holder ~~assessment~~thereof ofto ~~going~~purchase ~~concern~~one-half ~~considerations~~(1/2) inof ~~accordance~~a ~~with~~share ~~FASB’s ASC Subtopic 205-40, Presentation~~ of ~~Financial~~common ~~Statements~~stock -at ~~Going~~a ~~Concern,~~price ~~management~~of ~~has~~$11.50 ~~determined~~per ~~that~~whole ifshare, subject ~~we are unable~~ to ~~raise~~adjustment. ~~additional~~Pursuant ~~funds~~ to ~~alleviate~~the ~~liquidity needs~~warrant oragreement, ~~complete~~ a ~~business~~warrant ~~combination~~holder bymay ~~December~~exercise ~~28,~~its ~~2022,~~rights ~~then~~only ~~we will cease all operations except~~ for ~~the~~a ~~purpose~~whole number of ~~liquidating~~shares. ~~The~~This ~~liquidity~~means ~~condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern one year from the date~~ that ~~these~~only ~~financial~~an ~~statements~~even ~~are~~number ~~issued. No adjustments have been made to the carrying amounts~~ of ~~assets~~shares ormay ~~liabilities should we~~ be ~~unable~~exercised toat ~~continue~~any asgiven atime ~~going~~by ~~concern. We intend to complete~~ a ~~business~~warrant ~~combination before the mandatory liquidation date or obtain approval for an extension~~holder.

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~may call the Public Warrants for redemption (except the Private Warrants):

~~We did~~● in whole and not ~~have~~in ~~any~~part; ~~off-balance~~● ~~sheet~~at ~~arrangements~~a asprice of ~~September~~ $0.01 per warrant; ● upon not less than 30, ~~2022~~days’ ~~and~~prior ~~December~~written ~~31,~~notice ~~2021.~~of redemption (the “30-day redemption period”) to each warrant holder; and

~~Contractual Obligations~~31

WeVIVEON doHEALTH ~~not~~ACQUISITION have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay an affiliate of our sponsor a monthly fee of $20,000 for office space, utilities and secretarial and administrative support and the series of unsecured senior promissory note agreements we entered into with several lenders affiliated with the our SponsorCORP. ~~We began incurring these fees on December 22, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.~~

~~The~~NOTES ~~underwriters~~TO ~~are~~CONDENSED ~~entitled~~CONSOLIDATED toFINANCIAL a deferred fee of $0.35 per Unit, or $7,043,750. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.STATEMENTS

In addition, subject to certain conditions, we granted Chardan Capital Markets, LLC, for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent, with at least 30% of the economics, for any and all future public and private equity, convertible and debt offerings. In accordance with FINRA Rule 5110(fUNAUDITED)~~(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement related to our initial public offering.~~

32● if and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

~~Critical~~If ~~Accounting~~the ~~Policies~~Company calls the Public Warrants for redemption as described above, its management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. Whether the Company will exercise its option to require all holders to exercise their Public Warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the Public Warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances.

~~The~~If ~~preparation~~(x) the Company issues additional shares of ~~condensed~~common ~~consolidated~~stock ~~financial~~or ~~statements~~equity-linked ~~and~~securities ~~related~~for ~~disclosures~~capital raising purposes in ~~conformity~~connection with the ~~accounting~~closing ~~principles~~of ~~generally~~its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock ~~accepted~~(with such issue price or effective issue price to be determined in ~~the~~good ~~United~~faith ~~States~~by its board of ~~America~~directors, ~~requires~~and ~~management~~in the case of any such issuance to ~~make~~its ~~estimates~~Sponsor, ~~and~~initial ~~assumptions~~stockholders ~~that~~or ~~affect~~their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the ~~reported~~aggregate ~~amounts~~gross proceeds from such issuances represent more than 60% of ~~assets~~ the total equity proceeds, and interest ~~liabilities~~thereon, ~~disclosure~~available for the funding of ~~contingent~~our ~~assets~~initial ~~and~~Business ~~liabilities~~Combination aton the date of the ~~condensed~~consummation ~~consolidated~~of ~~financial~~our ~~statements~~initial Business Combination (net of redemptions), and (z) the market value is below $9.50 per share, the exercise price of the Public Warrants will be ~~income~~adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the market value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and ~~expenses~~the ~~during~~$16.50 per share redemption trigger price described above will be adjusted (to the ~~periods~~nearest ~~reported~~cent) to be equal to 165% of the market value. ~~Actual~~The ~~results~~Public ~~could~~Warrants ~~materially~~may ~~differ~~be ~~from~~exercised ~~those~~upon ~~estimates~~surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. WeThe warrant holders do not have ~~identified~~the rights or privileges of holders of shares of common stock and any voting rights until they exercise their Public Warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the Public Warrants, each holder will be entitled to one vote for each ~~following~~share ~~critical~~held ~~accounting~~of ~~policies:~~record on all matters to be voted on by stockholders.

~~Common~~Private ~~Stock Subject to Possible Redemption~~Warrants

~~All~~The ofPrivate ~~the~~Warrants ~~5,032,874~~are ~~public~~identical ~~shares~~to ~~sold as part of~~ the ~~units~~Public inWarrants ~~our~~except ~~initial~~that ~~public~~the ~~offering~~Private ~~and~~Warrants ~~subsequent~~will ~~full~~be ~~exercise of the underwriters’ over~~non-~~allotment~~redeemable ~~option~~and ~~that~~may ~~have~~be ~~not~~exercised ~~been redeemed by stockholders, contain~~ on a ~~redemption~~cashless ~~feature~~basis ~~which~~at ~~allows for~~ the ~~redemption~~option of ~~such redeemable~~the ~~common stock in connection with our liquidation~~holder, ~~if there is a stockholder vote or tender offer~~ in ~~connection~~each ~~with~~case ~~our~~so ~~initial business~~long ~~combination~~as ~~and~~they incontinue ~~connection with certain amendments~~ to ~~our~~be ~~amended~~held ~~and~~by restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), redemption provisions not solely within the ~~control~~initial ofpurchasers ~~the~~or ~~Company~~their ~~require common~~permitted ~~stock subject to redemption to be classified outside of permanent equity~~transferees. ~~Therefore, all redeemable common stock have been classified outside of permanent equity.~~

WeSubscription recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.Warrants

~~Net~~The Subscription Warrant term commences on the Exercise Date (~~Loss~~as hereinafter defined) ~~Income~~for a period of 49 months. The Subscription Warrants are exercisable commencing on the date of the initial Business Combination (the “Exercise Date”) and have a cashless exercise feature that is available at any time on or after the Exercise Date at the option of the holder. Commencing on the date 13 months following the Exercise Date, the subscribers have the right, but not the obligation, to put the Subscription Warrants to the Company at a purchase price of $5.00 per ~~Common~~share. ~~Share~~The Company has agreed to file, within thirty (30) calendar days after the consummation of an initial Business Combination, a registration statement with the Securities and Exchange Commission to register for resale the shares of common stock underlying the Subscription Warrants.

Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The calculation of diluted (loss) income per common share does not consider the effect of the warrants and rights issued in connection with the (i) initial public offering, (ii) exercise of over-allotment, (iii) Private Placement, and (iv) extension financing since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants and rights would be anti-dilutive. The warrants and rights are exercisable to purchase 21,778,750 shares of common stock in the aggregate.32

~~Derivative~~VIVEON ~~Financial~~HEALTH ~~Instruments~~ACQUISITION CORP.

~~The~~NOTES ~~Company~~TO ~~evaluates~~CONDENSED ~~its~~CONSOLIDATED ~~financial~~FINANCIAL instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative assets and liabilities are classified on the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument’ could be required within 12 months of the balance sheet date. The Company has determined that the private warrants and subscription warrants are derivative instruments. As the private warrants and subscription warrants meet the definition of a derivative the private warrants and subscription warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. In accordance with ASC Topic 825, Financial Instruments, the Company has concluded that a portion of the transaction costs which directly related to the initial public offering and the private placement, should be allocated to the private warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations.STATEMENTS

~~Recent Accounting Standards~~(UNAUDITED)

~~Management~~As ~~does~~of ~~not~~March ~~believe~~31, ~~that~~2023 ~~any~~and ~~other~~December ~~recently~~31, ~~issued~~2022, ~~but~~there ~~not~~were ~~yet~~20,125,000 ~~effective~~Public Warrants and 18,000,000 ~~accounting~~Private ~~standards~~Warrants outstanding, ifrespectively. As ~~currently~~of ~~adopted~~March 31, ~~would~~2023 ~~have~~and aDecember ~~material~~31, 2022, there were 2,000,000 Subscription Warrants outstanding. The Company accounts for the Public ~~effect~~Warrants, onPrivate Warrants, and Subscription Warrants in accordance with the ~~Company’s~~guidance ~~condensed~~contained ~~consolidated~~in ~~financial~~ASC ~~statements~~815-40. The Public Warrants qualify for equity treatment under ASC 815-40. Such guidance provides that because the Private Warrants and Subscription Warrants do not meet the criteria for equity treatment thereunder, the Private Warrants and Subscription Warrants must be recorded as a liability.

~~Item~~NOTE 310. ~~Quantitative~~FAIR ~~and~~VALUE ~~Qualitative Disclosures About Market Risk.~~MEASUREMENTS

~~This~~The ~~item~~following istables ~~not~~present ~~applicable~~information asabout wethe Company’s financial instruments that are measured at fair value on a ~~smaller~~recurring ~~reporting~~basis as ~~company.~~of March 31, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

~~Item~~SCHEDULE 4.OF ~~Controls~~FAIR ~~and~~VALUE ~~Procedures.~~ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2023
Assets
Money Market Account	$	70,845	$	70,845	$	—	$	—
Mutual Funds held in Trust Account	$	20,336,813	$	20,336,813	$	—	$	—
Liabilities
Private Warrant Liability	$	270,000	$	—	$	—	$	270,000
Subscription Warrant Liability	$	1,723,441	$	—	$	—	$	1,723,441

December 31, 2022
Assets
Money Market Account	$	6,346	$	6,346	$	—	$	—
Mutual Market Funds held in Trust Account	$	53,815,395	$	53,815,395	$	—	$	—
Liabilities
Private Warrant Liability	$	900,000	$	—	$	—	$	900,000
Subscription Warrant Liability	$	1,635,515	$	—	$	—	$	1,635,515

33The Private Warrants and Subscription Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the unaudited condensed consolidated balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations.

~~Evaluation~~The Company established the initial fair value of ~~Disclosure~~the ~~Controls~~Private Warrants on December 28, 2020, the date of the Company’s Initial Public Offering, and ~~Procedures~~revalued on March 31, 2023 and on December 31, 2022, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date, on March 31, 2023 and on December 31, 2022 due to the use of unobservable inputs.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. During the fiscal year ended December 31, 2021, the Company restated its audited financial statement as of December 31, 2020 and unaudited condensed financial statements as of and for the periods ended March 31, 2021 and June 30, 2021 to reclassify the Company’s redeemable common stock. In connection with the restatements, the Company identified a material weakness in its internal controls related to accounting for complex financial instruments. Subsequent to the aforementioned restatements, the Company determined that it had inappropriately accounted for the allocation of proceeds received in its initial public offering and did not appropriately recognize stock-based compensation related to the transfer of shares of common stock to members of the Company’s board of directors. This resulted in the restatement of the Company’s audited financial statement as of December 31, 2020 and unaudited condensed financial statements as of and for the periods ended June 30, 2021 and September 30, 2021. Subsequent to the aforementioned restatements, the Company determined it had inappropriately accounted for the remeasurement of common stock subject to possible redemption in connection with the Company’s deposit into the Trust Account on March 23, 2022 for the extension of the Company’s business combination period. This resulted in the restatement of the Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022. The control deficiencies related to the allocation of proceeds, stock-based compensation, and remeasurement of common stock subject to possible redemption represent a continuation of the previously identified material weakness related to accounting for complex financial instruments.33

InVIVEON ~~addition,~~HEALTH ~~management~~ACQUISITION concluded that a deficiency in internal control over financial reporting existed relating to the process of recording accounts payable and accrued expenses and that the failure to properly account for such accrued expenses constituted a material weakness as defined in the SEC regulationsCORP. This material weakness resulted in the restatement of the Company’s unaudited condensed financial statements as of and for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021. As such, our Chief Executive Officer and Chief Financial Officer determined that the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2022.

ANOTES ~~material~~TO ~~weakness~~CONDENSED isCONSOLIDATED aFINANCIAL deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.STATEMENTS

~~Changes in Internal Control Over Financial Reporting~~(UNAUDITED)

~~During~~The ~~the~~key ~~most~~inputs ~~recently~~into ~~completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under~~ the ~~Exchange~~Monte ~~Act)~~Carlo ~~that~~simulation ~~has~~for ~~materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of~~ the ~~restatement~~Private ofWarrants ~~our financial statements~~ as ~~described above, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances~~ of ~~the~~ ~~complex~~March ~~accounting standards that apply to our condensed consolidated financial statements. Our plans at this time include providing enhanced access to accounting literature~~31, ~~research~~2023 ~~materials~~ and ~~documents~~December ~~and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. In addition~~31, we2022 ~~plan~~were toas enhance our processes to identify and record potential accruals. Our plans at this time include increased communication with third-party service providers and additional procedures to identify and review subsequent invoices and disbursements. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.follows:

34SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES

PART II - OTHER INFORMATION

Inputs	As of March 31, 2023			As of December 31, 2022
Risk-free interest rate		3.81	%		4.39	%
Expected term remaining (years)¹		1.44			2.11
Expected volatility		0.01	%		0.01	%
Stock price	$	10.950		$	10.650

~~ITEM~~ 1 The contractual term of the Private Warrants is 5 years from the closing of a Business Combination. ~~LEGAL~~As ~~PROCEEDINGS~~of March 31, 2023 and December 31, 2022, the expected term remaining of the Private Warrants was calculated based on assumptions for both a successful and unsuccessful Business Combination resulting in a weighted expected term remaining of 1.44 and 2.11. As of March 31, 2023 and December 31, 2022, this was calculated using an expected term remaining with an unsuccessful Business Combination of 1.00 year (weighted at 86% and 75.5% probability, respectively) and a successful business combination term remaining of 5.65 and 5.52 years (weighted at 14% and 24.5% probability, respectively). Prior to December 31, 2022 the expected term was calculated using only assumptions for a successful Business Combination. The change in the calculation was made as using an expected term that was calculated based only on the assumption that the Business Combination would be successful as an input under the Monte Carlo simulation model resulted in an unsolvable expected volatility under the Monte Carlo simulation model.

~~None~~The Company established the initial fair value of the Subscription Warrants on March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9,2022, October 27, 2022, and November 25, 2022 the dates of issuance, and revalued on March 31, 2023 and December 31, 2022, using a Monte Carlo simulation model. The Subscription Warrants were classified as Level 3 at the initial measurement dates, and on March 31, 2023 and December 31, 2022 due to the use of unobservable inputs.

~~ITEM~~As ~~1A.~~of ~~RISK~~March ~~FACTORS~~31, 2023 the expected term remaining was calculated based on assumptions for both a successful and unsuccessful business combination, as calculating the expected term using only assumptions for a successful business combination resulted in a unsolved expected volatility.

~~Factors~~The ~~that~~key ~~could~~inputs ~~cause~~into ~~our~~the ~~actual~~Monte ~~results~~Carlo tosimulation ~~differ~~as ~~materially from those in this Quarterly Report are any~~ of ~~the risks described in our Annual Report on Form 10-K filed with the SEC on~~ March 31, ~~2022~~2023, ~~our~~December ~~Quarterly Reports on Form 10-Q filed with the SEC on June 13~~31, 2022 ~~and August 19~~, ~~2022,~~ and ~~our preliminary proxy statement/prospectus included in~~ the ~~registration~~issuance ~~statement~~dates onwere Form S-4/A filed with the SEC on September 20, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2022, our Quarterly Reports on Form 10-Q filed with the SEC on June 13, 2022 and August 19, 2022, and our preliminary proxy statement/prospectus included in the registration statement on Form S-4/A filed with the SEC on September 20, 2022.follows:

WeSCHEDULE ~~are~~OF ~~subject~~FAIR toVALUE ~~rules~~MEASUREMENT ~~and~~INPUTS ~~regulations~~AND byVALUATION various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law.TECHNIQUES

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Inputs	As of March 31, 2023			As of December 31, 2022
Risk-free interest rate		3.63	%		4.39	%
Market debt rate²		8.62	%		9.19	%
Expected term remaining (years)		4.74			4.60
Expected volatility		0.01	%		0.01	%
Probability of completing a Business Combination		14	%		24.5	%
Stock price	$	10.950		$	10.650

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively eliminating the safe harbor relating to the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

¹	The contractual term of the Private Warrants is 5 years from the closing of a Business Combination. As of March 31, 2023 and December 31, 2022, the expected term remaining of the Private Warrants was calculated based on assumptions for both a successful and unsuccessful Business Combination resulting in a weighted expected term remaining of 1.44 and 2.11. As of March 31, 2023 and December 31, 2022, this was calculated using an expected term remaining with an unsuccessful Business Combination of 1.00 year (weighted at 86% and 75.5% probability, respectively) and a successful business combination term remaining of 5.65 and 5.52 years (weighted at 14% and 24.5% probability, respectively). Prior to December 31, 2022 the expected term was calculated using only assumptions for a successful Business Combination. The change in the calculation was made as using an expected term that was calculated based only on the assumption that the Business Combination would be successful as an input under the Monte Carlo simulation model resulted in an unsolvable expected volatility under the Monte Carlo simulation model.

²	The Company changed its valuation technique to incorporate the market debt rate as a significant input to the Monte Carlo simulation for the valuation of the Subscription Warrants as of March 31, 2023, December 31, 2022, November 25, 2022, October 27, 2022, May 9, 2022, April 27, 2022, and April 4, 2022. In the case that the Subscription Warrants were exercised, the risk-free interest rate was used. In the case that the put option was exercised, the market debt rate was used. The risk-free interest rate was used in both scenarios in the Monte Carlo simulation for the valuation of the Subscription Warrants as of March 23, 2022 and March 21, 2022.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.34

~~ITEM~~VIVEON 2.HEALTH ~~UNREGISTERED~~ACQUISITION ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~CORP.

~~None.~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~(UNAUDITED)

~~None.~~The following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

~~ITEM~~SCHEDULE 4.OF ~~MINE~~CHANGES ~~SAFETY~~IN ~~DISCLOSURES~~FAIR VALUE OF FINANCIAL INSTRUMENTS

Not applicable.

Fair value as of December 31, 2021	$	4,188,221
Fair value of Subscription Warrants at issuance on March 21, 2022		5,370,185
Fair value of Subscription Warrants at issuance on March 23, 2022		337,991
Fair value of Subscription Warrants at issuance on April 4, 2022		341,967
Fair value of Subscription Warrants at issuance on April 27, 2022		417,037
Fair value of Subscription Warrants at issuance on May 9, 2022		162,003
Fair value of Subscription Warrants at issuance on October 27, 2022		65,326
Fair value of Subscription Warrants at issuance on November 25, 2022		121,093
Change in fair value		(8,468,308	)
Fair value as of December 31, 2022		2,535,515
Change in fair value		(542,074	)
Fair value as of March 31, 2023	$	1,993,441

~~ITEM~~The 5.Company ~~OTHER~~recognized ~~INFORMATION~~gains in connection with changes in the fair value of the Private and Subscription Warrants of $542,074 and $2,793,557 for the three months ended March 31, 2023 and 2022 within gain on change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations, respectively.

~~None~~NOTE 11. INCOME TAXES

35The Company’s effective tax rate for the three months ended March 31, 2023 and 2022 was (61%) and 0%, respectively. The Company’s effective tax rate for the three months ended March 31, 2023 differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the changes in the fair value of warrant liabilities and non-deductible transaction costs in connection with the Merger Agreement, partially offset by the change in valuation allowance. The Company has used a discrete effective tax rate method to calculate taxes for the three months ended March 31, 2023 and 2022. The Company believes that, at this time, the use of the discrete method for the three months ended March 31, 2023 and 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

~~ITEM~~NOTE 612. ~~EXHIBITS~~SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated ~~following~~balance ~~exhibits~~sheet ~~are~~date ~~filed~~up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as ~~part~~described ofin Note 1, orNote ~~incorporated~~2, byNote ~~reference~~5, ~~into~~Note 6, ~~this~~Note ~~Quarterly~~7 ~~Report~~and onbelow, ~~Form~~the ~~10-Q~~Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*VIVEON HEALTH ~~Filed~~ACQUISITION ~~herewith~~CORP.

**NOTES TO ~~Furnished.~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

36(UNAUDITED)

~~SIGNATURES~~On December 22, 2023, the Company received a letter from the NYSE American LLC (“NYSE American” or the “Exchange”) stating that the staff of NYSE Regulation (the “Staff”) had determined to commence proceedings to delist the Company’s Common Stock, Units and Rights (collectively, the “Securities”) pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide (the “Company Guide”) because the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Company specified in its registration statement. The Company had the right to a review of the delisting determination by a Listing Qualifications Panel (the “Panel”) of the NYSE American’s Committee for Review (the “Committee”), of the Board of Directors of the Exchange, provided a written request for such had been received no later than December 29, 2023. The Company requested an in-person hearing to deliver an oral presentation to the Panel, which was held on February 13, 2024. The Panel’s hearing considered written and oral presentations made by the Company and the Staff.

~~Pursuant~~On February 21, 2024, the Company received a letter from the NYSE American, that based upon the material and information presented to the Panel, ~~requirements~~discussion ofthat occurred at the ~~Securities~~hearing ~~Exchange~~and ~~Act~~analysis of ~~1934~~the NYSE American rules and the Company Guide, the ~~registrant~~Panel ~~has~~unanimously ~~duly~~determined to ~~caused~~affirm ~~this~~the ~~report~~Staff’s decision to beinitiate ~~signed~~delisting onproceedings because the Company did not consummate a merger within the maximum 36 months of the effectiveness of its ~~behalf~~initial public offering registration statement. The Company may request, as provided by Section 1205 of the ~~undersigned~~Company Guide, ~~thereunto~~that ~~duly~~the ~~authorized~~full Committee reconsider the decision of the Panel. The request for the review and the required fee must be made in writing and received within 15 calendar days from the date of the letter.

	Viveon Health Acquisition Corp.
Date: November 18, 2022	By:	/s/ Jagi Gill
		Jagi Gill
		Chief Executive Officer
		(Principal Executive Officer)

On March 7, 2024, the Company requested that the full Committee reconsider the Panel’s decision to delist. At this time the Securities remain listed on the NYSE American, although trading has been suspended pending the outcome of the review by the full Committee, and the Securities are trading the over-the-counter market until the final determination has been made. If the full Committee does not overturn the decision by the Panel to delist, the Securities will be de-listed from the NYSE American and trade in the over-the-counter market. The scheduled final appeal date is July 18, 2024. The final determination is expected by the full Committee within one to two weeks thereafter.

	Viveon Health Acquisition Corp.
Date: November 18, 2022	By:	/s/ Rom Papadopoulos
		Rom Papadopoulos
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

On May 14, 2024, Viveon and Clearday reached a mutual agreement to extend the terms related to the Clearday Senior Convertible Notes. The Clearday Senior Convertible Notes are binary and bear 8% interest per annum and mature upon the earlier of September 30, 2024 and the date of any Change in Control.

37On March 27, 2024, (the Company, entered into a non-redemption agreement (the “Non-Redemption Agreement”) with Viveon Health LLC (the “Sponsor”) and certain institutional investors named therein (the “Investors”). Pursuant to the Non-Redemption Agreement, the Investors have agreed that, in connection with the Special Meeting, the Investors will not exercise their Redemption Rights, or they will rescind or reverse previously submitted redemption requests prior to the Special Meeting. Under the terms of the Non-Redemption Agreement, if the Investors do not exercise their Redemption Rights, or validly rescind previously submitted redemption requests, and the Extension Amendment Proposal and the Trust Amendment Proposal are approved, then promptly following the consummation of the proposed business combination, the Sponsor shall forfeit 150,000 shares of Company common stock (the “Forfeited Shares”) and the Company shall issue 150,000 shares of Company common stock, in the aggregate, to the Investors (the “New Shares”), for no additional consideration.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Viveon Health Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Viveon Health, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2024, as well as the Company’s other filings with the SEC from time to time. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on August 7, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses that have their primary operations located in North America in the healthcare industry. We intend to utilize cash derived from the proceeds of our Initial Public Offering in effecting our initial business combination.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination will be successful.

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 “Old Merger Agreement”) by and among Viveon, VHAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Viveon (“Old 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 “Old 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 Old Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Old 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 Old Merger Agreement pursuant to Sections 10.2(a) and 10.2 thereof, based upon material breaches of the Old Merger Agreement by Suneva. The termination letter was sent without prejudice and reserved all of Viveon, Old Merger Sub and Viveon Health, LLC (Viveon’s sponsor) rights, claims and remedies, specifically including those within the Old Merger Agreement, against Suneva and others associated with Suneva who participated in the merger discussions and arrangements, and waived none.

 On March 18, 2022, the Company held an Annual Meeting of Stockholders for the purpose of approving various proposals, including an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date to consummate the Business Combination.

 On March 18, 2022, stockholders elected to redeem 15,092,126 shares of our common stock, resulting in redemption payments out of the trust account totaling approximately $152,451,819. Subsequent to the redemptions, 5,032,874 shares of common stock remained in the trust account.

On March 21, 2022, an initial amount of $2,700,000 was drawn down from the Notes. $720,000 of the loan proceeds was deposited into our trust account in connection with extending the business combination completion window from the Original Termination Date until June 28, 2022. After June 28, 2022, we elected to continue to extend such date until December 28, 2022 (the “December Extension Date”), by making a monthly deposit of $240,000 into the trust account each month for each monthly period, until the December Extension Date. We deposited $240,000 into the trust account on each of June 23, 2022, July 26, 2022, August 30, 2022, September 28, 2022, October 28, 2022, and November 25, 2022 to extend the business combination completion window to July 28, 2022, August 28, 2022, September 28, 2022, October 28, 2022, November 28, 2022, and December 28, 2022, respectively.

On March 23, 2022, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to extend the date to consummate a Business Combination for a total of up to nine months after the Original Termination Date, unless the closing of the proposed Business Combination with any potential initial Business Combination shall have occurred. The Amendment was approved by the Company’s stockholders at its Annual Meeting of Stockholders held on March 18, 2022.

 On December 23, 2022, the Company held its 2022 Annual Meeting of the Stockholders in which they voted to extend the date to consummate a business combination until June 30, 2023. On each of December 27, 2022, January 26, 2023, February 27, 2023, March 27, 2023, April 28, 2023 and May 24, 2023, the Company deposited $100,000 into the Trust Account to extend the date to consummate a Business Combination through January 31, 2023, February 28, 2023, March 31, 2023, April 30, 2023, May 31, 2023 and June 30, 2023, respectively.

On each of December 27, 2022, January 26, 2023, February 27, 2023, March 27, 2023, April 28, 2023 and May 24, 2023, the Company deposited $100,000 into the Trust Account to extend the date to consummate a Business Combination through January 31, 2023, February 28, 2023, March 31, 2023, April 30, 2023, May 31, 2023 and June 30, 2023, respectively.

On December 28, 2022, we filed an amendment to our amended and restated certificate of incorporation with the Delaware Secretary of State (the “Second Amendment”) The Second Amendment extends the date by which we have to consummate a business combination on a monthly basis for a total of up to six months from December 28, 2022 until June 30, 2023 unless the closing of the proposed Business Combination with Suneva, or any potential alternative initial business combination shall have occurred prior to June 30, 2023. Thereafter, we deposited $100,000 for each such monthly period. As disclosed in the Current Report on Form 8-K filed on December 28, 2022, the Amendment was approved by our stockholders at our Annual Meeting of Stockholders held on December 28, 2022.

On December 23, 2022, stockholders elected to redeem 3,188,100 Public Shares, resulting in a redemption payable as of December 31, 2022 of $34,004,514 included in common stock tendered for redemption on the unaudited condensed consolidated balance sheet. On January 25, 2023, redemption payments out of the trust account totaled $34,004,514. Subsequent to the redemptions, 1,844,774 shares of common stock remained in the trust account.

On June 22, 2023, the Company held a stockholder meeting to amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company, without another stockholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to six times by an additional one month until December 31, 2023, by depositing $85,000 into the trust account and (ii) further extend the date by which the Company must consummate an initial business combination (without seeking additional approval from the stockholders) for up to an additional three months, from January 1, 2024 to March 31, 2024, with no additional deposits to be made into the Trust Account during such period, each such extension for an additional one month period, (the “Third Extended Date”). On June 27, 2023, July 27, 2023, August 28, 2023, September 29, 2023, October 27, 2023, and December 1, 2023, the Company deposited $85,000 in the Trust Account, to extend the date by which the Company can complete an initial business combination by one month to July 31, 2023, August 31, 2023, September 30, 2023, October 31, 2023, November 30, 2023, and December 31, 2023 respectively. From January 1, 2024 to March 31, 2024 , there were no additional deposits to be made into the Trust Account.

 On June 22, 2023, stockholders elected to redeem 227,359 Public Shares, resulting in a redemption of $2,498,947 from the Trust Account. Subsequent to the redemptions, 1,617,415 Public Shares remained.

 The entry into the Subscription Agreement and the terms of the Notes and Subscription Warrants was approved by the Audit Committee of the Board of Directors of the Company at a meeting held on March 21, 2022.

On June 27, 2023, we filed a third amendment to our amended and restated certificate of incorporation with the Delaware Secretary of State (the “Third Amendment”). The Third Amendment allows us, to (i) initially extend the date by which the Company must consummate an initial business combination up to six times, each such extension for an additional one month period, until December 31, 2023, by depositing into the trust account established in connection with the Company’s initial public offering (the “Trust Account”) the amount of $85,000 for each one-month extension until December 31, 2023, and (ii) further extend the date by which the Company must consummate an initial business combination (without seeking additional approval from the stockholders) for up to an additional three months, from January 1, 2024 to March 31, 2024, with no additional deposits to be made into the Trust Account during such period, each such extension for an additional one month period, (the “Third Extended Date”), unless the closing of the proposed initial business combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Third Extended Date.

On March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9, 2022, October 27, 2022, and November 25, 2022, we entered into subscription agreements with several lenders for a loan of up to $4,000,000, in the aggregate (the “Subscription Agreements”).

Pursuant to the Subscription Agreements, we issued a series of unsecured senior promissory notes in the aggregate principal amount of up to $4,000,000 (the “Notes”) to the subscribers. Of the $4,000,000 in Notes, $1,955,000 was subscribed for by several related parties affiliated with our sponsor, Viveon Health LLC, and the balance in the amount of $2,045,000 was subscribed for by parties that are not related to our sponsor.

On March 27, 2024, we held a Special Meeting of Shareholders in which we voted to amend the our Amended and Restated Certificate of Incorporation, to allowing us to extend the date by which we must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, upon one calendar day advance notice to Continental Stock Transfer & Trust Company, prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Fourth Extended Date. We also voted to amend our Investment Management Trust Agreement, allowing us to extend the date by which we must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the amount of $35,000 (the “Extension Payment”) for each one-month extension until September 30, 2024. On March 28, 2024 a deposit of $35,000 was made into the Trust Account to extend to April 30, 2024.

The Company is currently in default of the Extension Payments for both May and June of 2024. The Company anticipates that it will make the outstanding payments in the month of June, 2024.

On March 27, 2024 stockholders elected to redeem 968,350 Public Shares, resulting in a redemption of $11,267,175 from the Trust Account. Subsequent to the redemptions, 649,065 Public Shares remained.

 Pursuant to the terms of the Subscription Agreements, the subscribers also received warrants to purchase one share of our common stock for every $2.00 of the funded principal amount of the Notes up to 2,000,000 shares of our common stock, in the aggregate, at an exercise price of $11.50 per share, subject to adjustment (the “Subscription Warrants”). The Subscription Warrant term commences on the Exercise Date (as hereinafter defined) for a period of 49 months. The Subscription Warrants are exercisable commencing on the date of the initial business combination (the “Exercise Date”) and have a cashless exercise feature that is available at any time on or after the Exercise Date. Commencing on the date 13 months following the Exercise Date, the subscribers have the right, but not the obligation, to put the Subscription Warrants to us at a purchase price of $5.00 per share. We have agreed to file, within thirty (30) calendar days after the consummation of an initial business combination, a registration statement with the Securities and Exchange Commission to register for resale the shares of common stock underlying the Subscription Warrants.

 The Notes do not bear interest and mature upon the earlier of (i) the closing of our initial business combination, and (ii) December 31, 2022 (the “Maturity Date”). The Notes provide for a credit line up to the maximum amount of $4,000,000. We will not have the right to re-borrow any portion of any loans made under the Notes once repaid. As of December 31, 2022, a commitment fee in the amount of $400,000, equal to 10% of the maximum principal amount of the Note, had been paid to the subscribers, on a pro rata basis. In the event that we do not consummate a business combination by the Maturity Date, the Notes will be repaid only from amounts remaining outside of our Trust Account, if any. Subsequent to December 31, 2022, in connection with the Merger Agreement (as defined below) a majority of the holders of the Notes and Subscription Warrants have agreed to exchange such Notes and Subscription Warrants pursuant to the terms of an exchange agreement with Viveon dated as of May 1, 2023 (the Exchange Agreement”) for a separate series of Clearday senior convertible promissory notes (the “Clearday Senior Convertible Notes”). The exchange is contingent on the closing of the Business Combinations. The Clearday Senior Convertible Notes bear 8% interest per annum and mature upon the earlier of (i) June 30, 2024, or (ii) the date of any Change in Control. Upon the consummation of the business combination and the exchange of the Subscription Agreements for the Clearday Senior Convertible Notes, the lenders will forfeit their Subscription Warrants as part of the exchange. One lender has chosen not to convert to Clearday Senior Convertible Notes. The balance owed to this lender under the Notes is considered due upon demand by the lender. As of the date of this filing of this Quarterly Report the lender has not requested payment of the Note. Pursuant to a warrant cancellation and forfeiture agreement dated as of August 16, 2023, one of the Company’s directors agreed to forfeit for cancellation 89,029 of the warrant shares underlying the warrant issued to an affiliate that he controls in connection with the Notes described above.

In accordance with ASC Topic 470-20-25-1, Debt - Debt with Conversion and Other Options (“ASC 470-20-25-1”) and ASC Topic 815-15-30-2, Derivatives and Hedging - Embedded Derivatives (“ASC 815-15-30-2”), the proceeds from the issuance of the Notes were allocated to the Notes and Subscription Warrants using the with-and-without method. Under this method, the Company first allocated the proceeds from the issuance of the Notes to the Subscription Warrants based on their initial fair value measurement. The measurement of the Subscription Warrants fair value was determined utilizing a Monte Carlo simulation model considering all relevant assumptions current at the dates of issuance. See Note 10 to the unaudited condensed consolidated financial statements for more details on the assumptions used. The initial fair value of certain Subscription Warrants exceeded the proceeds received from the issuance of the Notes. In these instances, the proceeds allocated to the Notes were nil, and the Company recognized a loss on the issuance of those Subscription Warrants. In other instances, the fair value of Subscription Warrants did not exceed the proceeds received from the issuance of the Notes. As such a portion of the proceeds equal to the fair value of the Subscription Warrants on the date of issuance was allocated to the Subscription Warrants. The remaining proceeds were allocated to the Notes issued.

Discounts to the principal amounts are included in the carrying value of the Notes and amortized to “Interest expense” over the remaining term of the underlying debt to the Original Maturity Date. As of March 31, 2023 and December 31, 2022 the discount was fully amortized to interest expense over the term of the debt to the Original Maturity Date. For the three months ended March 31, 2023 and for the three months ended March 31, 2022, the amortization of the discount resulted in interest expense of $0 and $99,543, respectively.

 Our Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On January 13, 2021, we paid the $228,758 balance on the note from the proceeds of the Initial Public Offering. We no longer have the ability to borrow under the IPO Note.

Our Chief Financial Officer of the Company loaned the Company $440,000 to cover expenses related to ongoing operations, of which $75,000 was funded on December 27, 2022, $60,000 was funded on January 20, 2023, $125,000 was funded on January 26, 2023, $105,000 was funded on February 24, 2023, and $75,000 was funded on March 21, 2023. As of March 31, 2023, and December 31, 2022, the outstanding balance of the loans were $440,000 and $75,000, respectively.

Subsequent to March 31, 2023, the Chief Financial Officer of the Company loaned the Company an additional $396,000 through the date of this filing of which $15,000 was funded on April 14, 2023, $105,000 was funded on April 28, 2023, $70,000 was funded on June 27, 2023, $12,000 was funded on September 29, 2023, $35,000 was funded on November 30, 2023, $50,000 was funded on December 28, 2023, and 80,000 was funded on December 29, 2023, $6,000 was funded on April 30, 2023, $23,000 was funded on April 30, 2023, $30,00 was funded on May 3, 2024, and $20,000 was funded on May 9, 2023. These loans are non-interest bearing and payable upon consummation of the Company’s initial Business Combination. These loans are non-interest bearing and payable upon consummation of the Company’s Initial Business Combination.

Our Chief Executive Officer of the Company loaned the Company $100,000 to cover expenses related to ongoing operations, which was funded on March 28, 2023. The loan agreement were signed on April 2, 2023. As of March 31, 2023, and December 31, 2022, the outstanding balance of the loan was $100,000 and $0, respectively.

Subsequent to March 31, 2023, our Chief Executive Officer of the Company, loaned the Company an additional $100,000 through the date of this filing of which $100,000 was funded on December 21, 2023. This loan is non-interest bearing and payable upon consummation of the Company’s initial Business Combination.

Eight investors in the Sponsor, loaned the Company $295,000 in the aggregate to cover expenses related to ongoing operations of which $67,000 was funded through two loans on March 31, 2023. As of March 31, 2023, and December 31, 2022, the outstanding balance of these loans was$67,000 and $0, respectively.

Subsequent to March 31, 2023, the eight investors loaned the Company an additional $228,000 through the date of this filing of which $33,000 was funded on April 5, 2023, $100,000 was funded on January 25, 2024, $50,000 funded on January 26, 2024, $20,000 funded on February 6, 2024, and $25,000 funded on February 12, 2024. These loans are non-interest bearing and payable upon consummation of the Company’s initial Business Combination.

As noted above the total amount funded under the promissory notes - related party is $607,000 and $75,000 as of March 31, 2023, and December 31, 2022, respectively. The Company considered the imputed interest from the promissory notes - related party as capital contributions increasing Additional Paid-in Capital on the condensed consolidated statement of stockholders’ equity on the date the loans were funded. The debt discount is amortized over the length of the loan considered to be the earlier of a business combination or December 31, 2023, using their synthetic credit rating, which is an estimate of the effective interest rate at which the Company could borrow within the open market. The synthetic credit ratings as of January 20, 2023, January 26, 2023, February 24, 2023, March 21, 2023, were 25.1%, 24.9%, 23.2%, and 27.2%, respectively. The aggregate debt discount recorded on the promissory notes -related party for the three months ended March 31, 2023 and 2022 was $101,555 and $0, respectively. The carrying value of the promissory notes, net of discount are $514,240 and $75,000 as of March 31, 2023, and December 31, 2022, respectively. For the three months ended March 31, 2023, the amortization of the discount resulted in interest expense of $8,795.

Subsequent to March 31, 2023, in connection with the Merger Agreement the Cheif Executive Officer, the Chief Financial Officer and the eight investors in the Sponsor have agreed to exchange the outstanding balances of their loans in the amounts of $100,000, $642,000, and $295,000 respectively, pursuant to the terms of an exchange agreement with Viveon dated as of October 10, 2023 for a separate series of Clearday senior convertible promissory notes, which are described in Note 6. This exchange is contingent on the closing of the Business Combination.

On May 12, 2023, the Company entered into an unsecured promissory note with Clearday (the “Clearday Note”). The Clearday Note is non-interest bearing, and will mature upon the earlier of (i) the first anniversary of the issuance date and (ii) the date of the closing of the Business Combination. Proceeds provided to the Company under the Clearday Note through March 31, 2024 were approximately $1,761,362. Funds in the Trust Account may not be used to repay the obligations under the Clearday Note. The Company used such funds for general working capital purposes. A copy of the Clearday Note is incorporated as Exhibit 10.22 of this Quarterly Report, and all references herein to the Clearday Note are qualified in their entirety by reference to the full text of such agreement.

On May 12, 2024, the Company and Clearday entered into an agreement (the “Extension”) to extend the maturity date of the Clearday Note to the earlier of (i) the date of the closing the Business Combination and (ii) such earlier date as the parties shall from time to time agree in writing. A copy of the Clearday Note is incorporated by reference as Exhibit 10.1 of this Quarterly Report. A copy of the Extension is incorporated as Exhibit 10.2 of this Quarterly Report. All references herein to the Clearday Note and the Extension are qualified in their entirety by references to the full text of the Clearday Note and the Extension, respectively.

Recent Developments

Merger Agreement with Clearday

On April 5, 2023, the Company entered into a Merger Agreement (the “Merger Agreement”), by and among Viveon, Clearday, Inc., a Delaware corporation (the “Clearday”), VHAC2 Merger Sub, Inc., a Delaware corporation (“New Merger Sub”), Viveon Health LLC, a Delaware limited liability Company, in the capacity as the representative from and after the effective time for the stockholders of the Company (other than the Company Stockholders (as defined in the Merger Agreement)) as of immediately prior to the effective time (and their successors and assigns) in accordance with the terms and conditions of the Merger Agreement, and Clearday SR LLC, a Delaware limited liability company, in the capacity as the representative from and after the effective time for the holders of Company preferred stock as of immediately prior to the effective time (and their successors and assigns) in accordance with the terms and conditions of the Merger Agreement. Pursuant to the terms of the Merger Agreement, a business combination between the Company and Clearday will be consummated through the merger of New Merger Sub with and into Clearday, with Clearday surviving the merger as a wholly owned subsidiary of the Company and the Company will change its name to “Clearday Holdings, Inc.” (the “Merger”). The board of directors of the Company has (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, the Merger and related transactions by the stockholders of Company. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Merger Agreement.

On August 28, 2023, the Company, Clearday, Merger Sub, SPAC Representative and Company Representative entered into the First Amendment to Merger Agreement (the “First Amendment”) that amended and modified the Merger Agreement to, among other things, (i) increase the merger consideration from $250,000,000 to $500,000,000 (plus the aggregate exercise price for all Clearday options and warrants), payable in shares of common stock of Viveon, (ii) provide that holders of all Company Capital Stock (including Company Common Stock, Company Series A Preferred Stock and Company Series F Preferred Stock) as of the effective time of the Merger will be entitled to receive a pro rata portion of the Earnout Shares, and (iii) amend the mechanics for appointing a successor Company Representative.

Consideration

Merger Consideration

The total consideration to be paid at closing (the “Merger Consideration”) by the Company to Clearday security holders (and holders who have the right to acquire Clearday capital stock) was an amount equal to $250 Million (plus the aggregate exercise price for all Clearday options and warrants) per the Merger Agreement. The First Amendment increased the Merger Consideration to an amount equal to $500 Million (plus the aggregate exercise price for all Clearday options and warrants). The Merger Consideration will be payable in shares of the Company’s common stock, par value $0.0001 per share, valued at $10 per share.

Earnout Payments

In addition, the holders of Clearday preferred stock will have the contingent right to earn up to 5,000,000 shares of the Company’s common stock, in the aggregate (the “Earnout Shares”), if at any time during the period beginning on the date of the Closing (the “Closing Date”) and ending on the fifth anniversary of the Closing Date (the “Earnout Eligibility Period”), the Adjusted Net Income for any Earnout Period is a positive number for the first time during the Earnout Eligibility Period (the “Earnout Milestone”).

If, following the Closing Date and prior to end of the Earnout Eligibility Period, there is a change of control, then, immediately prior to such change of control, all the Earnout Shares not yet earned shall be earned by the Clearday earnout holders and shall be released from escrow and delivered to the Clearday earnout holders, and the Clearday earnout holders shall be eligible to participate in such change of control transaction with respect to such Earnout Shares.

The Earnout Shares will be placed in escrow and will not be released from escrow until they are earned as a result of the occurrence of the Earnout Milestone or a change of control, if applicable. The Earnout Shares that are not earned on or before the expiration of the Earnout Eligibility Period shall be automatically forfeited and cancelled.

Treatment of Clearday Securities

Cancellation of Securities.

Each share of Clearday capital stock, if any, that is owned by the Company, New Merger Sub, Clearday, or any of their subsidiaries (as treasury stock or otherwise) immediately prior to the effective time of the Merger (the “Effective Time”), will automatically be cancelled and retired without any conversion or consideration.

Preferred Stock.

At the Effective Time, each issued and outstanding share of Clearday’s Series F Cumulative Convertible Preferred Stock, par value $0.001 per share (“Clearday Series F Preferred Stock”) (other than any such shares of Clearday capital stock cancelled as described above and any dissenting shares), will be converted into the right to receive: (A) one (1) share of Parent New Series F Preferred Stock plus (B) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement.

Each issued and outstanding share of Clearday’s Series A Convertible Preferred Stock, par value $0.001 per share (“Clearday Series A Preferred Stock”) (other than any such shares of Clearday capital stock cancelled as described above and any dissenting shares), will be converted into the right to receive: (A) one (1) share of Parent New Series A Preferred Stock plus (B) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement.

Common Stock.

At the Effective Time, each issued and outstanding share of Clearday’s common stock, par value $0.001 per share (“Clearday Common Stock”) (other than any such shares of Clearday capital stock cancelled as described above and any dissenting shares) will be converted into the right to receive a number of shares of the Company’s common stock equal to the conversion ratio. The “Conversion Ratio” as defined in the Merger Agreement means an amount equal to (a)(i) the sum of $250 Million increased by the First Amendment to $500 Million, plus the aggregate exercise or conversion price of outstanding Clearday’s stock options and warrants (excluding unvested options and options or warrants with an exercise or conversion price of $5.00 or more), divided by (ii) the number of fully diluted Clearday capital stock (including Clearday preferred stock, warrants, stock options, convertible notes, and any other convertible securities) (excluding unvested options and options or warrants with an exercise or conversion price of $5.00 or more and assuming a conversion price of Clearday subsidiary securities as provided in the Merger Agreement); divided by (b) $10.00.

Merger Sub Securities.

Each share of common stock, par value $0.0001 per share, of New Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one newly issued share of common stock of the surviving corporation.

Stock Options.

At the Effective Time, each outstanding option to purchase shares of Clearday Common Stock will be converted into an option to purchase, subject to substantially the same terms and conditions as were applicable under such options prior to the Effective Time, shares of the Company’s common stock equal to the number of shares subject to such option prior to the effective time multiplied by the Conversion Ratio, at an exercise price per share of the Company’s common stock equal to the exercise price per share of Clearday Common Stock subject to such option divided by the Conversion Ratio.

Warrants.

Contingent on and effective as of immediately prior to the effective time, each outstanding warrant to purchase shares of Clearday Preferred Stock or Clearday Common Stock will be treated in accordance with the terms thereof.

Convertible Notes.

Contingent on and effective as of immediately prior to the Effective Time, Clearday’s convertible notes outstanding as of immediately prior to the effective time, will be treated in accordance with the terms of the relevant agreements governing such convertible notes.

Subsidiary Capital Stock.

At and as of the effective time, the subsidiary capital stock will remain in full force and effect with the right to acquire the Clearday Common Stock with such adjustments noted in the terms of such subsidiary capital stock.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) corporate existence and power, (b) authorization to enter into the Merger Agreement and related transactions; subsidiaries, (c) governmental authorization, (d) non-contravention, (e) capitalization, (f) corporate records, (g) consents, (h) financial statements, (i) internal accounting controls, (j) absence of certain changes, (k) properties; title to assets, (l) litigation, (m) material contracts, (n) licenses and permits, (o) compliance with laws, (p) intellectual property, (q) privacy and data security, (r) employee matters and benefits, (s) tax matters, (t) real property, (u) environmental laws, (v) finders’ fees, (w) directors and officers, (x) anti-money laundering laws, (y) insurance, (z) related party transactions, and (aa) certain representations related to securities law and activity. The Company has additional representations and warranties, including (a) issuance of shares, (b) trust fund, (c) listing, (d) board approval, (e) SEC documents and financial statements, (f) certain business practices, (g) expenses, indebtedness and other liabilities and (h) brokers and other advisors.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, cooperation in the preparation of the registration statement and proxy statement (as each such terms are defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of each party’s respective stockholders. The Company and Clearday have each also agreed to include in the proxy statement the recommendation of its respective board that its stockholders approve all of the proposals to be presented at its respective special meeting. In addition, each of the Company and Clearday have agreed to use commercially reasonable efforts to solicit and finalize definitive documentation for a committed equity in an aggregate amount that, together with the funds in the Trust Account after giving effect to potential redemptions from the Company’s public stockholders, together with financing programs available to Clearday after the Closing, will provide to Clearday working capital to meet its short-term commercial development goals.

The Company has also agreed to prepare a proxy statement to seek the approval of its stockholders (the “Extension Proposal”) to amend its organizational documents to extend the period of time the Company is afforded under its organizational documents and IPO prospectus to consummate an initial business combination for an additional three months, from June 30,2023 to September 30, 2023 (or such earlier date as the Company and Clearday may agree in writing).

Each party’s representations, warranties and pre-Closing covenants will not survive Closing and no party has any post-Closing indemnification obligations.

Viveon Equity Incentive Plan

The Company has agreed to approve and adopt an equity incentive plan (the “Incentive Plan”) to be effective as of the Closing and in a form mutually acceptable to the Company and Clearday, subject to approval of the Incentive Plan by the Company’s stockholders. The Incentive Plan will provide for an initial aggregate share reserve equal to 8% of the number of shares of the Company’s common stock issued and outstanding at the Closing and an “evergreen” provision that is mutually agreeable to the Company and Clearday will provide for an automatic increase on the first day of each fiscal year in the number of shares available for issuance under the Incentive Plan as mutually determined by the Company and Clearday.

Non-Solicitation Restrictions

Each of the Company and Clearday has agreed that from the date of the Merger Agreement to the Effective Time or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party relating to an alternative transaction (as such term is defined in the Merger Agreement) or enter into any agreement relating to such a proposal, other than as expressly excluded from the definition of an alternative transaction. Each of the Company and Clearday has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of the Company and Clearday, as applicable, would be deemed a breach of the party’s obligations with respect to these non-solicitation restrictions.

Conditions to Closing

The consummation of the Merger is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the Merger and related transactions, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of any consent, approval or authorization required by any Authority (as defined in the Merger Agreement), (iv) the Company having net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), unless the Company’s amended and restated certificate of incorporation shall have been amended to remove such requirement prior to or concurrently with the Closing, (v) approval by Clearday’s stockholders of the Merger and related transactions, (vi) approval by the Company’s stockholders of the Merger and related transactions, (vii) the conditional approval for listing by NYSE American (or an alternate exchange) of the shares of the Company’s common stock to be issued in connection with the transactions contemplated by the Merger Agreement and satisfaction of initial and continued listing requirements, and (viii) the registration statement becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (“Securities Act”).

Solely with respect to the Company and New Merger Sub, the consummation of the Merger is conditioned upon, among other things, (i) Clearday having duly performed or complied with all of its obligations under the Merger Agreement in all material respects, (ii) the representations and warranties of Clearday, other than certain fundamental representations as defined in the Merger Agreement, being true and correct in all respects unless failure would not have or reasonably be expected to have a material adverse effect (as defined in the Merger Agreement) on Clearday or any of its subsidiaries, (iii) certain fundamental representations, as defined in the Merger Agreement, being true and correct in all respects, other than de minimis inaccuracies, (iv) no event having occurred that would result in a material adverse effect on Clearday or any of its subsidiaries, (v) Clearday and its securityholders having executed and delivered to the Company each additional agreement (as defined in the Merger Agreement) to which they each are a party and (vi) Clearday delivering certain certificates to the Company.

Solely with respect to Clearday, the consummation of the Merger is conditioned upon, among other things, (i) Viveon and New Merger Sub having duly performed or complied with all of their respective obligations under the Merger Agreement in all material respects, (ii) the representations and warranties of the Company and Merger Sub, other than certain fundamental representations as defined in the Merger Agreement, being true and correct in all respects unless failure to be true and correct would not have or reasonably be expected to have a material adverse effect on the Company or New Merger Sub and their ability to consummate the Merger and related transactions, (iii) certain fundamental representations, as defined in the Merger Agreement, being true and correct in all respects, other than de minimis inaccuracies, (iv) no event having occurred that would result in a Material Adverse Effect on the Company or New Merger Sub, (v) the amended parent charter (as defined in the Merger Agreement) being filed with, and declared effective by, the Delaware Secretary of State, (vi) the Company delivering certain certificates to Clearday, (vii) the size and composition of the post-Closing board of directors of the Company having been appointed as set forth in the Merger Agreement and (viii) the Company, Viveon Health LLC and other stockholders, as applicable, having executed and delivered to Clearday each additional agreement to which they each are a party.

Termination

The Merger Agreement may be terminated at any time prior to the effective time as follows:

(i) by either the Company or Clearday, if (A) the Merger and related transactions are not consummated on or before the latest of (i) June 30, 2023, (ii) if the Extension Proposal is approved, September 30, 2023 and (iii) if one or more extensions to a date following September 30, 2023 are obtained at the election of the Company, with the Company’s stockholder vote, in accordance with the Company’s amended and restated certificate of incorporation, the last date for the Company to consummate a business combination pursuant to such extensions; and (B) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate the Merger Agreement was not the cause of, or resulted in, the failure of the closing to occur on or before the outside Closing Date, without liability to the other party;

(ii) by either the Company or Clearday, if any authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach was a substantial cause of, or substantially resulted in, such action by the authority; and

(iii) by mutual written consent of the Company and Clearday duly authorized by each of their respective boards of directors

The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about the Company, Clearday or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the Company, Clearday or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that the Company or Clearday makes publicly available in reports, statements and other documents filed with the SEC. The Company and Clearday investors and securityholders are not third-party beneficiaries under the Merger Agreement.

Certain Related Agreements

Parent Support Agreements.

Concurrently with the execution of the Merger Agreement, the Company, Clearday and the Sponsor and the officers and directors of the Company entered into a support agreement (the “Parent Support Agreement”) pursuant to which the Sponsor and the officers and directors of the Company have agreed to vote all shares of the Company’s common stock beneficially owned by them, including any additional shares of the Company they acquire ownership of or the power to vote: (i) in favor of the Merger and related transactions, (ii) against any action reasonably be expected to impede, delay, or materially and adversely affect the Merger and related transactions, and (iii) in favor of an extension of the period of time the Company is afforded to consummate an initial business combination.

Company Support Agreements.

Concurrently with the execution of the Merger Agreement, the Company, Clearday and certain stockholders of Clearday entered into a support agreement (the “Company Support Agreement”), pursuant to which such Clearday stockholders have agreed to vote all common and preferred stock of Clearday beneficially owned by them, including any additional shares of Clearday they acquire ownership of or the power to vote, in favor of the Merger and related transactions and against any action reasonably be expected to impede, delay, or materially and adversely affect the Merger and related transactions.

Lock-Up Agreements.

In connection with the closing, certain Clearday stockholders will each agree, subject to certain customary exceptions, not to (i) offer, sell contract to sell, pledge or otherwise dispose of, directly or indirectly, any lockup shares, (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up shares or otherwise, (iv) engage in any short sales or other arrangement with respect to the lock-up shares or (v) publicly announce any intention to effect any transaction specified in clause (i), (ii) or (iii) until the date that is six months after the Closing Date (the “Lock-Up Period”). The term “Lockup Shares” mean the Merger Consideration Shares and the Earnout Shares, if any, whether or not earned prior to the end of the Lock-up Period, together with any other shares of the Company’s common stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive the Company’s common stock, if any, acquired during the Lock-up Period. If the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period following the Closing Date, 50% of the Lock-up Shares will be released from the lock-up. The existing escrow provisions of the Company’s common stock held by certain stockholders will remain in effect.

Amended and Restated Registration Rights Agreement.

At the Closing, the Company will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of the Company and Clearday with respect to their shares of the Company’s common stock acquired before or pursuant to the Merger, and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with the Company’s initial public offering and any shares issuable on conversion of loans or other convertible securities. The agreement amends and restates the registration rights agreement the Company entered into on December 22, 2020 in connection with its initial public offering. Subject to the Lock-Up Agreements described above, the holders of a majority of the shares held by the Company’s existing stockholders, and the holders of a majority of the shares held by the Clearday stockholders will each be entitled to make one demand that Clearday register such securities for resale under the Securities Act, or two demands each if the Company is eligible to use Form S-3 or a similar short-form registration statement. In addition, the holders will have certain “piggy-back” registration rights that require the Company to include such securities in registration statements that the Company otherwise files. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities three months ended March 31, 2023 and for the three months ended March 31, 2022 were organizational activities, identifying target companies for a business combination, conducting due diligence on such target companies and negotiating the Old Merger Agreement with Suneva, which was terminated on February 2, 2023, and negotiating the Merger Agreement with Clearday. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held after our initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2023, we had a net income of, which $262,930 consisted of a gain on the change in fair value of warrant liabilities of $542,074, interest and dividend income on investments held in Trust Account of $225,932, income tax benefit of $99,500, and interest income on the operating bank account of $35, partially offset by professional fees of $301,389, operating costs of $268,674, and franchise tax expense of $25,753, offset by approximately $8,795 of amortization.

For the three months ended March 31, 2022, we had a net loss of $1,608,194 which consisted of a loss on the issuance of subscription warrants of $2,838,176, professional fees of $826,290, formation and operating costs of $283,686, expensed issuance costs of $319,000, franchise tax expense of $47,981 and amortization of the debt discount of $99,543, partially offset by a change in fair value of warrant liabilities of $2,793,557, interest income on investments held in Trust Account of $12,914 and interest income on the operating bank account of $11.

Liquidity, Capital Resources, and Going Concern

For the three months ended March 31, 2023, net cash used in operating activities was $173,986, which was due to the change in fair value of the warrant liabilities of $542,074 and interest earned on investments held in Trust Account of $225,932, partially offset in part by our net income of $262,930, amortization of the debt discount of $8,795 and changes in working capital of $290,697.

For the three months ended March 31, 2022, net cash used in operating activities was $433,624, which was due to the change in fair value of the warrant liabilities of $2,793,557, our net loss of $1,608,194, and interest earned on investments held in Trust Account of $12,914, partially offset in part by loss on the issuance of the subscription warrants of $2,838,176, changes in working capital of $724,322, expensed issuance costs of $319,000 and amortization of the debt discount of $99,543.

 For the three months ended March 31, 2023, net cash provided by investing activities was $33,704,514, which resulted from cash withdrawn from Trust Account to pay redeeming stockholders of $34,004,514, partially offset in part by cash deposited for the extension contribution of $300,000.

For the three months ended March 31, 2022, net cash provided by investing activities was $151,731,819 which resulted from cash withdrawn from Trust Account of $152,451,819 to pay redeeming stockholders, offset in part by cash deposited for the extension contribution of $720,000.

For the three months ended March 31, 2023, net cash used in financing activities was $33,472,514, which was due to the redemption of common stock of $34,004,514, partially offset by proceeds from note agreements payable to related party of $532,000.

For the three months ended March 31, 2022, net cash used in financing activities was $149,613,819, which was due to the redemption of common stock of $152,451,819 and the payment of issuance costs of $32,000, offset in part by proceeds from note agreements payable of $1,845,000, proceeds from note agreements payable - related party of $1,025,000.

 As of March 31, 2023, we had cash and marketable securities in the trust account of $20,336,813. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable and deferred underwriting commissions) to complete our initial business combination with Clearday. We may withdraw interest to pay taxes. During the three months ended March 31, 2023, we did not withdraw any of the interest income from the Trust Account to pay for franchise and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2023, we had cash and cash equivalents of $77,861 outside of the Trust Account and a working capital deficit of $7,758,270.

 In connection with our assessment of going concern considerations in accordance with FASB’s ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that if we are unable to raise additional funds to alleviate liquidity needs or complete a business combination by September 30, 2024 in accordance with the latest extension, then we will cease all operations except for the purpose of liquidating, unless we seek stockholder approval to amend our current charter to extend the date by which we complete a business combination. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern one year from the date that these unaudited condensed consolidated financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should we be unable to continue as a going concern. We intend to complete a business combination before the mandatory liquidation date or obtain approval from our stockholders to amend our current charter for an extension.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2023 or December 31, 2022.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay an affiliate of our sponsor a monthly fee of $20,000 for office space, utilities and secretarial and administrative support and the series of unsecured senior promissory note agreements we entered into with several lenders affiliated with our Sponsor. We began incurring these monthly fees on December 22, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Chardan, the underwriters of the Initial Public Offering, is entitled to a deferred fee of $0.35 per Unit, or $7,043,750. The deferred fee will become payable to Chardan from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the Underwriting Agreement, dated as of December 22, 2020, between the Company and Chardan (the “Underwriting Agreement”). A copy of the Underwriting Agreement is incorporated by reference in Exhibit 1.1 of this Quarterly Report, and all references herein to the Underwriting Agreement are qualified in their entirety by reference to the full text of such agreement.

 In addition, pursuant to the Underwriting Agreement, we granted Chardan for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent, with at least 30% of the economics, for any and all future public and private equity, convertible and debt offerings (the “ROFR”). On April 20, 2021, pursuant to the terms of an Addendum to the Underwriting Agreement, Chardan waived and released the ROFR. Subsequently, on July 12, 2021, we entered into a Letter Agreement with Chardan (the “Letter Agreement”) that reinstates the ROFR in the event Chardan introduces us to a target that results in a Business Combination and entitles Chardan to a fee equal to 0.5% of the aggregate value of the target measured prior to the Business Combination, paid in cash or shares at the close of the Business Combination. A copy of the Letter Agreement is filed as Exhibit 10.23 of this Quarterly Report, and all references herein to the Letter Agreement are qualified in their entirety by reference to the full text of such agreement.

On May 18, 2021, the Company entered into an agreement with a transactional and strategic advisory firm (the “Strategic Advisor”) for advisory services as needed by the Company in connection with a Business Combination. Pursuant to this agreement, the Company incurred approximately $875,000 in fees. As of March 31, 2023 and December 31, 2022, $500,000 of such fees remain unpaid and are included in accrued costs and expenses on the unaudited condensed consolidated balance sheets. On November 1, 2021, the Company and the Strategic Advisor entered into an amendment to the agreement. Pursuant to this amendment, the Company will pay the Strategic Advisor a fee of $2,625,000, inclusive of the $500,000 accrued as of March 31, 2023 and December 31, 2022. The remaining $2,125,000 is contingent upon the consummation of the Business Combination.

On October, 8, 2021, the Company entered into an agreement with a financial advisor (the “Exclusive Financial Advisor”) for financial advisory services such as financial and transaction feasibility analysis, assistance in negotiations, assistance in capital planning, and other customary services in connection with a Business Combination, pursuant to which the Company will pay the Exclusive Financial Advisor a fee of $1,500,000 contingent upon the consummation of the Business Combination. This agreement was terminated on January 31, 2023 as a result of the termination of the merger agreement between the Company and Suneva.

On October 25, 2021, the Company entered into an agreement with a Consultant for investor relations and public relations services in connection with a Business Combination with Suneva. The Consulting Agreement specifically identified Suneva as the target of the Business Combination. Pursuant to the agreement, the Consultant would be paid a fee of $15,000 per month from the date of the agreement until the Business Combination with Suneva, with an additional $15,000 accruing each month until the Business Combination date. Additionally, pursuant to the agreement the Consultant would be paid a success fee of $300,000 contingent upon the consummation of the Business Combination with Suneva, a performance based fee of up to $200,000 upon the consummation of the Business Combination with Suneva if the Consultant achieved certain objectives, a retainer of $34,000 due upon the consummation of the Business Combination with Suneva which would be held to the term of the agreement, a fee of $17,000 per month for investor relations services for the combined entity commencing upon the consummation of the Business Combination with Suneva with the first payment due within 5 days of the Business Combination with Suneva and subsequent monthly payments due upon the first of the corresponding month of services, and a fee of $17,000 per month for public relations services for the combined entity commencing upon the consummation of the Business Combination with Suneva with the first payment due within 5 days of the Business Combination with Suneva and subsequent monthly payments due upon the first of the corresponding month of services. The Consultant stopped providing services in February 2023.

On November 1, 2021, the Company entered into an agreement with a financial advisor (the “Second Financial Advisor”) for financial advisory services such as guidance on valuation and transaction structure and terms, assistance in negotiations, coordination of due diligence, documentation, and transaction closing, and introduction of the Company to institutional investors in connection with a Business Combination, pursuant to which the Company will pay the Second Financial Advisor a fee of $400,000 contingent upon the consummation of the Business Combination.

As a result of the termination of the merger agreement between the Company and Suneva, this agreement was terminated on January 31, 2023, and there are no related contingent fees for the agreement.

On November 2, 2021, the Company entered into an agreement with a financial advisor (the “Third Financial Advisor”) for financial advisory services such as market related advice and assistance in connection with a Business Combination, pursuant to which the Company will pay the Third Financial Advisor a fee of $500,000 contingent upon the consummation of the Business Combination. As a result of the termination of the merger agreement between the Company and Suneva, this agreement was terminated on June 9, 2023, and there are no related contingent fees for the agreement.

 On February 17, 2022, the Company entered into an agreement with a broker-dealer (the “Broker-Dealer”) for services such as providing the Company with capital markets advisory services with regard to a forward purchase agreement, convertible private investment in public equity (“PIPE”), secured credit facility, and any other capital structure topics in connection with a Business Combination, pursuant to which the Company will pay the Broker-Dealer a fee of $250,000. This agreement was terminated on June 9, 2023, as a result of the termination of the merger agreement between the Company and Suneva. Pursuant to the terms of the agreement the Broker-Dealer will remain entitled to the fee of $250,000 if a Business Combination is consummated within 24 months after the termination date. The Company is pursuing a waiver from the Broker-Dealer to waive the $250,000 fee upon a Business Combination. As such, the fee remains contingent upon the consummation of the Business Combination.

On May 9, 2023, the Company entered into an agreement with a placement agent (the “Placement Agent”) for services such as advising and assisting the Company in identifying one or more investors that are “accredited” or “qualified institutional buyers. Pursuant to which the Company will pay the Placement Agents a cash fee upon closing equal to eight percent (8.0%) of the gross proceeds received by the Company, contingent upon the consummation of the Business Combination.

Contingencies

On October 5, 2023, a legal complaint was filed in Connecticut Superior Court against the Company and Suneva by the Consultant. The Complaint alleges that the Company and Suneva owe the Consultant unpaid fees under an October 25, 2021 consulting agreement and asserts claims for breach of contract, breach of implied contract, unjust enrichment, and quantum meruit. As of the date of this filing, this action is not pending and has not been officially docketed with the Connecticut Superior Court. The Company is continuing to assess the merits of the complaint but believes that the claims by the Consultant against the Company are without merit and the Company intends to defend the action if it is properly initiated.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), Rights (as defined in Note 3) common stock subject to redemption and the periodic valuation of the Private Warrants and Subscription Warrants (as defined in Note 6) required management to exercise significant judgement in its estimates.

Critical Accounting Policies

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

 All of the 1,844,774 public shares sold as part of the units in our initial public offering and subsequent full exercise of the underwriters’ over-allotment option that have not been redeemed by stockholders, contain a redemption feature which allows for the redemption of such redeemable common stock in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable common stock have been classified outside of permanent equity.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges and credits to against additional paid in capital and accumulated deficit.

Net Income (loss) per Common Share

 Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants and rights issued in connection with the (i) initial public offering, (ii) exercise of over-allotment, (iii) Private Placement, and (iv) extension financing since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants and rights are exercisable to purchase 22,068,750 shares of common stock in the aggregate.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. Derivative assets and liabilities are classified on the unaudited condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument’ could be required within 12 months of the unaudited condensed consolidated balance sheet date. The Company has determined that the Public Warrants qualify for equity treatment and are not derivative instruments. The Public Warrants were measured at fair value and recorded as a component of additional paid-in capital at the time of issuance. The Company has determined that the private warrants and Subscription Warrants are derivative instruments. As the private warrants and Subscription Warrants meet the definition of a derivative, the private warrants and Subscription Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. In accordance with ASC Topic 825, Financial Instruments, the Company has concluded that a portion of the transaction costs which directly related to the initial public offering and the private placement, should be allocated to the Private Warrants based on their relative fair value, against total proceeds, and recognized as transaction costs in the statement of operations.

Debt with Conversion and Other Options

 The Company accounts for a series of unsecured senior promissory note agreements under ASC 470-20-25-1 and ASC 815-15-30-2. In accordance with ASC 470-20-25-1, the guidance on the allocation of proceeds for a debt instrument issued along with a derivative is to follow the guidance under ASC 815. In accordance with ASC 815-15-30-2, the proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) were allocated to the two elements using the with-and-without method at time of issuance.

Recent Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, companies are required to disclose additional information about income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The standard is required to be adopted on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the effect the adoption of ASU 2023-09 will have on its condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. The Company identified a material weakness in its internal controls related to accounting for complex financial instruments.

In addition, management identified deficiencies in internal control over financial reporting relating to the process of recording accounts payable, accrued expenses, tax liabilities and concluded that the failure to properly account for such accrued expenses constituted a material weakness as defined in the SEC regulations. Management additionally determined that a new material weakness existed as of March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022 related to properly evaluating and disclosing contractual arrangements and differentiating them as contractual liabilities or accounting contingencies. As such, our Chief Executive Officer and Chief Financial Officer determined that the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2023.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the restatement of our financial statements as described above, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. In addition, we plan to enhance our processes to identify and record potential accruals and identify any necessary disclosures of agreements with service providers. Our plans at this time include increased communication with third-party service providers and additional procedures to identify and review subsequent invoices, disbursements, and agreements. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

On October 5, 2023, a legal complaint was filed in Connecticut Superior Court against the Company and Suneva Medical, Inc. (“Suneva”) by ICR, LLC (“the Consultant”). The Complaint alleges that the Company and Suneva owe the Consultant unpaid fees under an October 25, 2021 consulting agreement and asserts claims for breach of contract, breach of implied contract, unjust enrichment, and quantum meruit. As of the date of this filing, this action is not pending and has not been officially docketed with the Connecticut Superior Court. The Company is continuing to assess the merits of the complaint but believes that the claims by the Consultant against the Company are without merit and the Company intends to defend the action if it is properly initiated.

ITEM 1a. RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
10.1		Clearday Note (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 21, 2024).

10.2		Extension of Clearday Note (incorporated by reference to Exhibit 10.2 to the Current Report on From 8-K filed with the Securities and Exchange Commission on June 5,2024).

10.3		Non-Redemption Agreement dated as of March 27, 2024 (incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2024).

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith.

**	Furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Viveon Health Acquisition Corp.

Date: June 6, 2024

By:	/s/ Jagi Gill
	Jagi Gill
	Chief Executive Officer
	(Principal Executive Officer)

By:	/s/ Rom Papadopoulos
	Rom Papadopoulos
	Chief Financial Officer
	(Principal Financial and Accounting)

Filing Compare · Viveon Health Acquisition Corp.