Filed Pursuant to Rule 424(b)(3)

Registration No. 333-266123

PROSPECTUS

PROXY STATEMENT FOR SPECIAL MEETING OF
VIVEON HEALTH ACQUISITION CORP.
AND
PROSPECTUS FOR SHARES OF
COMMON STOCK OF VIVEON HEALTH ACQUISITION CORP.

Viveon Health Acquisition Corp.
c/o Gibson, Deal & Fletcher, PC
Spalding Exchange
3953 Holcomb Bridge Road
Suite 200
Norcross Georgia 30092
Tel: (404) 861-5393

To the Stockholders of Viveon Health Acquisition Corp.:

You are cordially invited to attend the special meeting of the stockholders (the “Special Meeting”) of Viveon Health Acquisition Corp. (“Viveon”), which will be held at 10:30 a.m., Eastern time, on December 21, 2022. Viveon’s board of directors (the “Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at https://www.cstproxy.com/viveon/sm2022. Stockholders will NOT be able to attend the Meeting in-person. This proxy statement/prospectus includes instructions on how to access the Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Viveon is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of Viveon’s Common Stock, $0.0001 par value (“Common Stock”) will be asked to approve, among other things, the agreement and plan of merger, dated as of January 12, 2022, as subsequently amended (the “Merger Agreement”), by and among Viveon, Viveon Health Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Viveon (“Merger Sub”) and Suneva Medical, Inc. (“Suneva”), and the other related proposals.

Upon the closing of the transactions contemplated in the Merger Agreement (the “Closing”), Merger Sub will merge with and into Suneva (the “Merger”) with Suneva surviving the Merger as a wholly owned subsidiary of Viveon. The transactions contemplated under the Merger Agreement relating to the Merger are referred to in this proxy statement/prospectus as the “Business Combination.” Immediately after consummation of the Business Combination, Viveon will change its name to “Suneva Holdings, Inc.” Suneva Holdings is referred to in this proxy statement/prospectus as the “combined company,” “Combined Entity,” or “New Suneva.”

In accordance with the terms and subject to the conditions of the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Suneva capital stock (other than any such shares of Suneva capital stock cancelled as described in this proxy statement/prospectus), will be converted into the right to receive (a) such number of shares of Viveon Common Stock equal to the number of shares of Suneva Common Stock or Suneva Preferred Stock multiplied by the Conversion Ratio and (b) its pro-rata portion of 12,000,000 aggregate shares of Earnout Consideration as, and subject to the contingencies, described in this proxy statement/prospectus. Additionally, each (i) outstanding Suneva Option will be cancelled and exchanged for such number of options to purchase Viveon Common Stock equal to the number of shares of Suneva Common Stock underlying the Suneva Option multiplied by the Conversion Ratio, with the exercise price of the new option equal to the exercise price of the Suneva Option divided by the Conversion Ratio; (ii) outstanding Suneva Warrant will be cancelled and exchanged for such number of shares of Viveon Common Stock equal to the number of shares of Suneva Common Stock or Suneva Preferred Stock underlying the Suneva Warrant multiplied by the Conversion Ratio; and (iii) outstanding Suneva Convertible Notes will be treated in accordance with their respective terms and exchanged for shares of Viveon Common Stock equal to the number of shares of Suneva

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Common Stock or Suneva Preferred Stock underlying such Suneva Convertible Note multiplied by the Conversion Ratio. The market value of the shares of Viveon Common Stock to be issued could vary significantly from the market value as of the date of this proxy statement/prospectus.

At the Special Meeting, Viveon stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):

Proposal 1. The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions contemplated under the Merger Agreement by and among Viveon, Merger Sub and Suneva, a copy of which is attached to this proxy statement/prospectus as Annex A (the “Business Combination Proposal”);

Proposal 2. The Charter Amendment Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Second Amended and Restated Certificate of Incorporation of New Suneva (the “Proposed Charter”), a copy of which is attached to this proxy statement/prospectus as Annex B (the “Charter Amendment Proposal”).

Proposal 3. The Advisory Charter Proposal — to approve and adopt, on a non-binding advisory basis, certain differences between Viveon’s current amended and restated certificate of incorporation, as amended by the Extension Amendment (as defined in the accompanying proxy statement/prospectus) (the “Existing Charter”) and the Proposed Charter, which are being presented as nine separate sub-proposals (collectively, the “Advisory Charter Proposals”):

(1) Advisory Charter Proposal A — Name Change — to change Viveon’s name to “Suneva Holdings, Inc.;”

(2) Advisory Charter Proposal B — Authorized Shares — to increase the number of authorized shares from 61 million to 310 million, which includes 300 million shares of common stock and 10 million shares of preferred stock.

(3) Advisory Charter Proposal C — Classified Board — to establish three classes of directors to serve on the board of directors of New Suneva.

(4) Advisory Charter Proposal D — Voting Threshold for Removal of Directors — to increase the required vote threshold for the removal of directors for cause by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of capital stock of New Suneva entitled to vote generally at an election of directors, voting together as a single class.

(5) Advisory Charter Proposal E — Amendment of Voting Threshold for Bylaws Amendment — Requiring the approval by affirmative vote of holders of at least 66⅔% of the voting power of New Suneva’s then-outstanding shares of capital stock entitled to vote generally at an election of directors to make any amendment to the New Suneva’s bylaws.

(6) Advisory Charter Proposal F — Provisions Specific to a Blank Check Company — to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant to New Suneva following the Closing.

(7) Advisory Charter Proposal G — Corporate Opportunity Charter Amendment — to eliminate the current limitations in place on the corporate opportunity doctrine.

(8) Advisory Charter Proposal H — Section 203 — to amend the Existing Charter such that New Suneva will be governed by Section 203 of the DGCL, which provides for certain restrictions regarding business combinations (as defined under Section 203 of the DGCL) with interested stockholders for a period of three years, subject to certain conditions.

(9) Advisory Charter Proposal I — Venue for Claims by Stockholders — to amend the Existing Charter such that proper venue for certain derivative claims and claims by stockholders will be in the Court of Chancery for the State of Delaware, the federal district court for the District of Delaware, or the federal district courts of the United States for a claim arising under the Securities Act.

Proposal 4. The NYSE American Proposal — to consider and vote on a proposal to approve, for purposes of complying with NYSE American Rules, (i) the issuance of 25,258,208 shares of Common Stock at the Closing and the resulting change in control of Viveon in connection with the Business Combination, and (ii) the issuance of up to 12,000,000 shares of Common Stock as Earnout Consideration (the “NYSE American Proposal”);

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Proposal 5. The Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Dennis Condon, Ron Eastman, Patricia Altavilla, Vince Ippolito, Brian Chee, Demetrios G. (Jim) Logothetis and Jagi Gill, as directors to serve on New Suneva’s board of directors (the “Directors Proposal”);

Proposal 6. The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Suneva Medical, Inc. 2022 Equity and Incentive Plan Proposal (the “2022 Incentive Plan”), a copy of which is annexed to this proxy statement/prospectus as Annex C, in connection with the Business Combination (the “2022 Incentive Plan Proposal”);

Proposal 7. The Employee Stock Purchase Plan Proposal — to consider and vote upon a proposal to approve the Suneva Medical, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”), a copy of which is annexed to this proxy statement/prospectus as Annex D, in connection with the Business Combination (the “2022 ESPP Proposal”);

Proposal 8. The Existing Charter Amendment Proposal — to consider and vote upon a proposal to modify Article FIFTH (D) (the “NTA Requirement”) in the Existing Charter in order to expand the methods that Viveon may employ to not become subject to Rule 3a51-1, promulgated under the Securities Exchange Act of 1934, as amended, also referred to as the “penny stock rules” (such proposal, the “Existing Charter Amendment Proposal”); and

Proposal 9. The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event Viveon does not receive the requisite stockholder vote to approve the Proposals (the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Viveon Common Stock at the close of business on November 8, 2022 (the “Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof. As of the Record Date, there were 10,064,124 shares of Common Stock issued and outstanding and entitled to vote.

After careful consideration, the Board has unanimously approved the Merger Agreement and unanimously recommends that Viveon stockholders vote “FOR” approval of each of the Proposals. When you consider the Board’s recommendation of these Proposals, you should keep in mind that Viveon’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by Viveon Stockholders: Proposal 1 — The Business Combination Proposal — Interests of Viveon’s Directors and Officers and Others in the Business Combination.”

On the Record Date, the last sale price of the Common Stock was $10.51. As of the Record Date there was approximately $53,222,915 in Viveon’s trust account (the “Trust Account”).

Following completion of the Business Combination, Viveon Health LLC (the “Sponsor”) and certain of Viveon’s directors and officers (collectively with the Sponsor, the “Initial Stockholders”), the Viveon public stockholders, and holders of Suneva capital stock (the “Suneva Equityholders”), will own approximately 9.2% to 9.3%, 12.9% to 13.0%, and 77.8% of the outstanding common stock of New Suneva, respectively (including (i) 11,684,445 shares of Common Stock issued at Closing and subject to earnout arrangements described in the accompanying proxy statement/prospectus and excluding (i) shares of Common Stock underlying existing Suneva Options and (ii) shares of Common Stock subject to earnout arrangements in respect to existing Suneva Options as described in the accompanying proxy statement/prospectus). Additionally, on a fully diluted basis the Initial Stockholders, the Viveon public stockholders, Suneva Equityholders, and the holders of the Subscription Warrants (excluding Rom Papadopoulos, Chief Financial Officer of Viveon) (the “Subscription Investors”) will own approximately 20.2%, 23.3%, 54.0%, and 2.5% of New Suneva, respectively (including (i) 11,684,445 shares of Common Stock issued at Closing and subject to earnout arrangements described in the accompanying proxy statement/prospectus (ii) shares of Common Stock underlying existing Suneva Options and (iii) shares of Common Stock subject to earnout arrangements in respect to existing Suneva Options as described in the accompanying proxy statement/prospectus). These percentages are calculated based on a number of assumptions (described in the accompanying proxy statement/prospectus), including that no additional holders of Common Stock underlying the units (the “Public Shares”) sold in Viveon’s initial public offering (the “Viveon IPO”) elect to redeem their Public Shares and other adjustments in accordance with the terms of the Merger Agreement. To date, 15,092,126 of the Public Shares have been redeemed.

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Pursuant to the Existing Charter, Viveon is providing its public stockholders with the opportunity to redeem, upon the Closing of the Business Combination, shares of its Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the Trust Account. Holders of Viveon’s outstanding rights, public warrants and units do not have redemption rights with respect to such securities in connection with the Business Combination. Please see the section titled “Special Meeting of Viveon Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Each stockholder’s vote is very important. Viveon is providing this proxy statement/prospectus and accompanying proxy card to Viveon stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before December 21, 2022, when they are voted at the Special Meeting.

This prospectus covers up to 25,258,208 shares of Common Stock (including shares issuable upon exercise of the options and warrants and convertible notes described above). The number of shares of Common Stock that this prospectus covers represents the maximum number of shares that may be issued to holders of Suneva capital stock (including options and warrants) in connection with the Business Combination (as more fully described in this proxy statement/prospectus).

Viveon’s Common Stock, Public Warrants, Rights and Units are currently listed on the NYSE American under the symbols “VHAQ,” “VHAQWS,” “VHAQR” and “VHAQU,” respectively. Viveon will apply for listing, to be effective at the time of the Closing of the shares of Common Stock to be issued in connection with the Business Combination on the NYSE American Stock Exchange (the “NYSE American”) under the symbol “RNEW” and for Viveon’s Public Warrants, Rights and Units to continue trading on the NYSE American under the corresponding symbols “RNEWWS,” “RNEWR” and “RNEWU,” respectively. It is a condition of the consummation of the Business Combination that Viveon receive confirmation from NYSE American that New Suneva has been conditionally approved for listing on NYSE American, but there can be no assurance such listing condition will be met or that Viveon will obtain such confirmation from NYSE American. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the NYSE American condition set forth in the Merger Agreement is waived by the applicable parties.

The accompanying proxy statement/prospectus provides stockholders of Viveon with detailed information about the Business Combination and other matters to be considered at the Special Meeting of Viveon. We encourage you to read this proxy statement/prospectus carefully, including the Annexes and other documents referred to therein, carefully and in their entirety. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 39 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

On behalf of the Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Jagi Gill

Chief Executive Officer and Chairman of the Board of Directors

Viveon Health Acquisition Corp.

The accompanying proxy statement/prospectus is dated November 14, 2022 and is first being mailed to the stockholders of Viveon on or about November 18, 2022.

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Viveon Health Acquisition Corp.
c/o Gibson, Deal & Fletcher, PC
Spalding Exchange
3953 Holcomb Bridge Road
Suite 200
Norcross Georgia 30092

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF VIVEON HEALTH ACQUISITION CORP.

To Be Held On December 21, 2022

To the Stockholders of Viveon Health Acquisition Corp.

NOTICE IS HEREBY GIVEN that you are cordially invited to attend a special meeting of the stockholders of Viveon Health Acquisition Corp (“Viveon,” “we”, “our”, or “us”), which will be held at 10:30 a.m., Eastern time, on December 21, 2022, in a virtual meeting format at https://www.cstproxy.com/viveon/sm2022 (the “Special Meeting”). In light of COVID-19 we will hold the Special Meeting virtually. You can participate in the Special Meeting as described in ‘‘Questions and Answers About the Proposals — How can I participate in the virtual Meeting?”.

During the Meeting, Viveon’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

Proposal 3. The Advisory Charter Proposal — to approve and adopt, on a non-binding advisory basis, certain differences between Viveon’s current Amended and Restated Certificate of Incorporation, as amended by the Extension Amendment (as defined in the accompanying proxy statement/prospectus), (the “Existing Charter”) and the Proposed Charter, which are being presented as seven separate sub-proposals (collectively, the “Advisory Charter Proposals”):

(1) Advisory Charter Proposal A — Name Change — to change Viveon’s name to “Suneva Holdings, Inc.;”

(3) Advisory Charter Proposal C — Classified Board — to establish three classes of directors to serve on the board of directors of New Suneva.

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(7) Advisory Charter Proposal G — Corporate Opportunity Charter Amendment — to eliminate the current limitations in place on the corporate opportunity doctrine.

Proposal 4. The NYSE American Proposal — to consider and vote on a proposal to approve, for purposes of complying with NYSE American Rules, (i) the issuance of 25,258,208 shares of Viveon common stock, $0.0001 par value, (the “Common Stock”) at the closing and the resulting change in control of Viveon in connection with the Business Combination, and (ii) the issuance of up to 12,000,000 shares of Common Stock as Earnout Consideration (the “NYSE American Proposal”);

Pursuant to the Existing Charter, Viveon is providing its public stockholders with the opportunity to redeem, upon the Closing, shares of its Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of the Viveon IPO. Holders of Viveon’s outstanding rights, public warrants and units do not have redemption rights with respect to such securities in connection with the Business Combination. Please see the section titled “Special Meeting of Viveon Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

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Approval of the Business Combination Proposal, the NYSE Proposal, the Advisory Charter Proposals, the 2022 Incentive Plan Proposal, the 2022 ESPP Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal and the Existing Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting.

Only holders of record of Viveon Common Stock at the close of business on November 8, 2022 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. As of the Record Date, there were 10,064,124 shares of Common Stock issued and outstanding and entitled to vote. This proxy statement/prospectus is first being mailed to Viveon stockholders on or about November 18, 2022.

Investing in Viveon’s securities involves a high degree of risk. See “Risk Factors” beginning on page 39 for a discussion of information that should be considered in connection with an investment in Viveon’s securities.

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YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Special Meeting no later than 11:59 p.m. Eastern time on December 20, 2022. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the Record Date may vote at the Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Special Meeting.

You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565, that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The Board unanimously recommends that Viveon stockholders vote “FOR” approval of each of the Proposals. When you consider the Board’s recommendation of these Proposals, you should keep in mind that Viveon’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by Viveon Stockholders: Proposal 1 — The Business Combination Proposal — Interests of Viveon’s Directors and Officers and Others in the Business Combination” beginning on page 124.

On behalf of the Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

November 17, 2022
By Order of the Board of Directors
Jagi Gill
Chief Executive Officer and Chairman of the Board of Directors

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TABLE OF CONTENTS

		Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS		1
FREQUENTLY USED TERMS		2
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		5
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		20
SUMMARY HISTORICAL FINANCIAL INFORMATION OF VIVEON		36
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		37
RISK FACTORS		39
SPECIAL MEETING OF VIVEON STOCKHOLDERS		94
PROPOSAL 1 THE BUSINESS COMBINATION PROPOSAL		99
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		129
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		135
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		143
PROPOSAL 2 THE CHARTER AMENDMENT PROPOSAL		147
PROPOSAL 3 THE ADVISORY CHARTER PROPOSAL		152
PROPOSAL 4 THE NYSE AMERICAN PROPOSAL		157
PROPOSAL 5 THE DIRECTORS PROPOSAL		158
PROPOSAL 6 THE 2022 INCENTIVE PLAN PROPOSAL		159
PROPOSAL 7 THE 2022 EMPLOYEE STOCK PURCHASE PLAN PROPOSAL		166
PROPOSAL 8 THE EXISTING CHARTER AMENDMENT PROPOSAL		170
PROPOSAL 9 THE ADJOURNMENT PROPOSAL		172
INFORMATION ABOUT VIVEON		173
EXECUTIVE OFFICERS AND DIRECTORS OF VIVEON		175
PRINCIPAL STOCKHOLDERS OF VIVEON		178
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VIVEON		180
INFORMATION ABOUT SUNEVA		186
EXECUTIVE OFFICERS AND DIRECTORS OF SUNEVA		203
EXECUTIVE COMPENSATION OF SUNEVA		205
MANAGEMENT AFTER THE BUSINESS COMBINATION		215
PRINCIPAL STOCKHOLDERS OF SUNEVA		219
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUNEVA		222
DESCRIPTION OF SECURITIES OF VIVEON		241
DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION		246
SHARES ELIGIBLE FOR FUTURE SALE		249
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY		250
SECURITY OWNERSHIP OF NEW SUNEVA		251
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		251
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS OF VIVEON		253
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS OF SUNEVA		256
ADDITIONAL INFORMATION		259
WHERE YOU CAN FIND MORE INFORMATION		260
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A Merger Agreement		A-1
ANNEX B Proposed Charter		B-1
ANNEX C 2022 Equity and Incentive Plan		C-1
ANNEX D 2022 Employee Stock Purchase Plan		D-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Viveon (File No. 333-266123) (the “Registration Statement”), constitutes a prospectus of Viveon under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Special Meeting at which Viveon stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by approving the Merger Agreement, among other Proposals.

Viveon files reports and other information with the SEC as required by the Exchange Act. You can read Viveon’s SEC filings, without charge, including this proxy statement/prospectus, at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

All information contained in this proxy statement/prospectus relating to Viveon has been supplied by Viveon, and all such information relating to Suneva has been supplied by Suneva. Information provided by one does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or any of the other Proposals to be presented at the Special Meeting, you should contact Viveon’s proxy solicitor at:

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com.

If you are a stockholder of Viveon and would like to request documents, you must request them no later than December 14, 2022, which is five business days prior to the date of the special meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Viveon” refer to Viveon Health Acquisition Corp.

In this document:

“2022 Annual Meeting” means the proposed annual meeting of the stockholders of Viveon, to be held on December 23, 2022, at which, among other things, the Second Extension Proposal will be voted on by stockholders.

“Annual Meeting” means the annual meeting of the stockholders of Viveon, held on March 18, 2022, at which, among other things, the Extension Proposal was approved.

“Board” means the board of directors of Viveon.

“Business Combination” means the business combination pursuant to the Merger Agreement.

“Closing “or “Closing of the Business Combination” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” means New Suneva after the Business Combination.

“Combined Entity Board” means the board of directors of the Combined Entity.

“Company” means Viveon Health Acquisition Corp.

“Condition Precedent Proposals” means the Business Combination Proposal (Proposal 1), the Charter Amendment Proposal (Proposal 2), the NYSE American Proposal (Proposal 3), and the Existing Charter Amendment Proposal (Proposal 8).

“Conversion Ratio” means 0.2313419462.

“Effective Time” means the time at which the Business Combination became effective pursuant to its terms.

“Existing Charter” means Viveon’s amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on December 22, 2020, as amended by the Extension Amendment.

“Extension Amendment” means the amendment filed with the Secretary of State of the State of Delaware on March 23, 2022, to (i) extend the date by which Viveon has to consummate a business combination for three months, from March 28, 2022 (the “Original Termination Date”) to June 28, 2022 (the “Extended Date”), and (ii) allow Viveon, 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 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, or any potential alternative initial business combination shall have occurred.

“Extension Date” means June 28, 2022, or by December 28, 2022 if Viveon elects to extend the date to consummate a business combination for up to six monthly extensions after June 28, 2022.

“Extension Proposal” means the proposal to approve the Extension Amendment brought before the stockholders of Viveon for approval at the Annual Meeting.

“Founders Shares” means the 5,031,250 shares of Common Stock held by the Sponsor and our directors and includes an aggregate of 1,006,250 shares of Common Stock that are subject to forfeiture to the extent that the Rights are exercised upon the Closing of the Business Combination.

“GAAP” means accounting principles generally accepted in the United States of America.

“HSR Act” means Hart-Scott-Rodino Antitrust Improvement Act.

“In-The-Money Suneva Options and Warrants” means Suneva Warrants and Suneva Options with an exercise price of less than $3.74 per share of Suneva Common Stock (or securities convertible into Suneva Common Stock) prior to the consummation of the Business Combination.

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“Initial Stockholders” means the Sponsor and the directors of Viveon.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 12, 2022, as subsequently amended, by and among Viveon, Merger Sub and Suneva and any amendments thereto.

“Merger Shares” means the 25,258,208 shares of Common Stock to be issued to the Suneva Equityholders (including holders of options, warrants and convertible securities) as consideration in the Business Combination.

“Merger Sub” means VHAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Viveon.

“New Suneva” means Viveon following the consummation of the Business Combination and after being renamed, “Suneva Holdings, Inc.”

“Private Placement” means the private placement consummated simultaneously with the Viveon IPO in which Viveon issued the Private Warrants to the Sponsor.

“Private Warrants” means the 18,000,000 warrants, exercisable for 9,000,000 shares of Common Stock, issued in the Private Placement to the Sponsor.

“Proposals” means the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the NYSE American Proposal, the Directors Proposal, the 2022 Incentive Plan Proposal, the 2022 ESPP Proposal, Existing Charter Amendment Proposal and the Adjournment Proposal.

“Proposed Charter” means the proposed second amended and restated certificate of incorporation of New Suneva to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B.

“Public Shares” means the 10,064,124 shares of Common Stock underlying the Units initially sold in the Viveon IPO.

“Public Warrants” means warrants underlying the Units sold in the Viveon IPO, where each warrant entitles the holder thereof to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share, subject to adjustment.

“Rights” means the rights included as part of the Unit issued in the Viveon IPO, each of which entitles the holder thereof to receive one-twentieth (1/20) of a share of Common Stock upon consummation of Business Combination.

“Redemption” means the right of the holders of Public Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Second Extension Amendment” means, if the Second Extension Proposal is approved, an amendment to be filed with the Secretary of State of the State of Delaware to extend the date by which Viveon has to consummate a business combination on a monthly basis for up to three times by an additional one month each time for a total of up to three months from December 28, 2022 (the “December Termination Date”) until March 31, 2023 (the “Second Extended Date”), upon three calendar days’ advance notice prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Suneva, or any potential alternative initial business combination shall have occurred prior to the Second Extended Date.

“Second Extended Date” means March 31, 2023.

“Second Extension Proposal” means the proposal to approve the Second Extension Amendment to be brought before the stockholders of Viveon for approval at the Annual Meeting to be held on or about December 23, 2022, at 10:30 a.m., Eastern time.

“Special Meeting” means the special meeting of the stockholders of Viveon, to be held on December 21, 2022, at 10:30 a.m., Eastern time.

“Sponsor” means Viveon Health LLC, a Delaware limited liability company.

“Subscription Warrants” means warrants to purchase up to 2,000,000 shares of Common Stock, at a price of $11.50 per share.

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“Suneva” means Suneva Medical, Inc., a Delaware corporation, prior to the Business Combination.

“Suneva Board” means the board of directors of Suneva prior to the Business Combination.

“Suneva Common Stock” means the common stock, par value $0.0001 per share, of Suneva prior the consummation of the Business Combination.

“Suneva Convertible Notes” means the convertible promissory notes issued by Suneva outstanding prior to the consummation of the Business Combination.

“Suneva Options” means the outstanding options to purchase Suneva Common Stock prior to the consummation of the Business Combination.

“Suneva Preferred Stock” means the Series AA Preferred Stock, par value $0.0001 per share, issued by Suneva and outstanding prior to the consummation of the Business Combination.

“Suneva Warrants” means the outstanding warrants to purchase Suneva Common Stock or securities convertible into Suneva Common Stock prior to the consummation of the Business Combination.

“Suneva Equityholders” refers to the holders of equity interests in Suneva as of the time immediately before the Business Combination including any Suneva option holders.

“Trust Account” means the trust account of Viveon, which holds the net proceeds of the Viveon IPO and the sale of the Private Warrants, together with interest earned thereon, less amounts released to pay franchise and income tax obligations and Redemption payments made in connection with the Extension Proposal.

“Underwriting Agreement” means the Underwriting Agreement, dated December 22, 2020, by and between the Viveon and Chardan.

“Unit” means a unit consisting of one share of Common Stock, one Public Warrant to purchase one half share of Common Stock and one Right to receive one-twentieth (1/20) of a share of Common Stock.

“Viveon, we, our, us or the Company” means Viveon Health Acquisition Corp.

“Viveon Common Stock” or “Common Stock” means the common stock of Viveon, $0.0001 par value

“Viveon IPO” means Viveon’s initial public offering of 20,125,000 Units of Viveon in the aggregate consummated on December 28, 2020 and, as to the underwriter’s over-allotment option, December 30, 2020.

“Warrants” means collectively the Public Warrants issued in connection with the Viveon IPO, the Private Warrants and the Subscription Warrants.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of Viveon, may have regarding the Proposals being considered at the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

Q. Why am I receiving this proxy statement/prospectus?

A. Viveon, Merger Sub and Suneva have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Merger Agreement in its entirety. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Special Meeting because you owned Common Stock at the close of business on November 8, 2022, the “Record Date” for the Special Meeting, and are therefore entitled to vote at the Special Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.

Q. What is being voted on?

A. Below are proposals that Viveon stockholders are being asked to vote on:

Proposal 1. The Business Combination Proposal to approve the Merger Agreement and Business Combination;

Proposal 2. The Charter Amendment Proposal to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter;

Proposal 3. The Advisory Charter Proposal to approve and adopt, on a non-binding advisory basis, certain differences between the Existing Charter and the Proposed Charter;

Proposal 4. The NYSE American Proposal to consider and vote on a proposal to approve, for purposes of complying with NYSE American Rules, (i) the issuance of 25,258,208 shares of Common Stock (or shares of Common Stock underlying options) at the Closing and the resulting change in control in Viveon in connection with the Business Combination, and (ii) the issuance of up to 12,000,000 shares of Common Stock as Earnout Consideration;

Proposal 5. The Directors Proposal to elect, effective as of the consummation of the Business Combination, New Suneva’s board of directors;

Proposal 6. The 2022 Incentive Plan Proposal to approve the 2022 Incentive Plan;

Proposal 7. The 2022 ESPP Proposal to approve the 2022 ESPP;

Proposal 8. The Existing Charter Amendment Proposal to approve the modification of Article FIFTH (D) in the Existing Charter; and

Proposal 9. The Adjournment Proposal to approve the adjournment of the Special Meeting.

For more information, please see “The Business Combination Proposal,” “The Charter Amendment Proposal,” “The Advisory Charter Proposal,” “The NYSE American Proposal,” “The Directors Proposal,” “The 2022 Incentive Plan Proposal,” “The 2022 ESPP Proposal,” “The Existing Charter Amendment Proposal,” and “The Adjournment Proposal.”

Viveon will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders of Viveon should read it carefully.

After careful consideration, the Viveon Board has determined that the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposal, the NYSE American Proposal, the Directors Proposal, the 2022 Incentive Plan Proposal, the 2022 ESPP Proposal, the Existing Charter Amendment Proposal, and the Adjournment Proposal are in the best interests of Viveon and its stockholders and unanimously recommends that you vote or give instructions to vote “FOR” each of those Proposals.

The existence of financial and personal interests of one or more of Viveon’s officers and directors results in conflicts of interest on the part of such officers and directors between what he, she or they may believe is in the best interests of Viveon and its stockholders and what he, she or they may believe is best for himself, herself or

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themselves in determining to recommend that stockholders vote for the Proposals. In addition, the Sponsor has interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Interests of Viveon’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Q: Are the proposals conditioned on one another?

A: The Business Combination Proposal (Proposal 1), is conditioned upon the approval of the Charter Amendment Proposal (Proposal 2), the NYSE American Proposal (Proposal 3) and the Existing Charter Amendment Proposal (Proposal 8).

Each of the Charter Amendment Proposal (Proposal 2), NYSE American Proposal (Proposal 3) and the Existing Charter Amendment Proposal (Proposal 8) is conditioned upon the Business Combination Proposal (Proposal 1). It is important for you to note that in the event that the Business Combination Proposal is not approved, Viveon will not consummate the Business Combination. If Viveon does not consummate the Business Combination and fails to complete a business combination by the Extension Date, Viveon will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Existing Charter to extend the date by which the Business Combination may be consummated.

Q: What will happen in the Business Combination?

A: At the Closing, Merger Sub will merge with and into Suneva, with Suneva surviving such merger as the surviving entity. Upon consummation of the Business Combination, Suneva will become a wholly-owned subsidiary of Viveon. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by Viveon’s public stockholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes of New Suneva after the Business Combination.

Q: Why is Viveon proposing the Business Combination Proposal?

A: Viveon was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses although Viveon intended to identify targets located in North America in the healthcare industry.

Viveon received $203,262,500 from the Viveon IPO (including net proceeds from the full exercise by the underwriters of their over-allotment option) and sale of the Private Warrants, which was placed into the Trust Account immediately following the Viveon IPO. In accordance with Viveon’s Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. In connection with the Annual Meeting, 15,092,126 shares of Viveon Common Stock were redeemed, resulting in the distribution of $152,451,819 from the Trust Account to the redeeming stockholders. As of June 30, 2022, based on funds in the Trust Account of approximately $51.9 million subject to approximately $16.6 million in transaction related expenses that are required to be paid (including approximately $7.0 million in deferred underwriting fees in connection with the Viveon IPO). See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

There currently are 10,064,124 shares of Viveon Common Stock issued and outstanding, consisting of 5,032,874 Public Shares sold as constituent parts of the Units sold in the Viveon IPO at $10 per Unit, and 5,031,250 Founder Shares sold before the Viveon IPO at an effective price of $0.005 per share. In addition, there currently are 39,835,000 Warrants issued and outstanding, consisting of 20,125,000 Public Warrants sold as constituent parts of the Units sold in the Viveon IPO at $10 per Unit, 18,000,000 Private Warrants sold on a private placement basis simultaneously with the Viveon IPO at $0.50 per Private Warrant, exercisable for 19,062,500 shares of Viveon Common Stock in the aggregate, and 1,850,000 Subscription Warrants. The Warrants are exercisable for 20,912,500 shares of Common Stock, in the aggregate. Each whole Public Warrant and whole Private Warrant entitles the holder thereof to purchase one share of Common Stock at a price per share of $11.50 per share. The Public and Private Warrants will become exercisable on the later of one year after the closing of the IPO or the consummation of an initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of an initial business combination, or earlier upon redemption. The Private Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

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Unlike the Public Warrants held by Viveon’s public stockholders, and the Private Warrants issued at the time of the Viveon IPO, each Subscription Warrant entitles the holder to purchase one whole share of Viveon Common Stock at $11.50 per share, exercisable immediately from issuance. Further, the Subscription Warrants are exercisable for a period of 49 months commencing on the date of the initial business combination and have a cashless exercise feature that is available at any time. Commencing on the date that is 13 months following the closing of the initial business combination, the holders of the Subscription Warrants have the additional right, but not the obligation, to put the Subscription Warrants to the Company at a purchase price of $5.00 for each share into which such warrants are convertible.

Q. Did the Viveon Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. The Viveon Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Viveon’s management, the members of the Viveon Board and the other representatives of Viveon have substantial experience in evaluating the operating and financial merits of companies similar to Suneva and reviewed certain financial information of Suneva and compared it to certain publicly traded companies, selected based on the experience and professional judgment of Viveon’s management team, which enabled them to make the necessary analyses and determination regarding the Business Combination. Viveon’s board of directors also determined, without seeking a valuation from a financial advisor, that Suneva’s fair market value was at least 80% of Viveon’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying solely on the judgment of the Viveon Board in valuing Suneva’s business and assuming the risk that the Viveon Board may not have properly valued such business. Additionally, certain assumption used by Viveon in evaluating Suneva may have changed which changes could have a material impact on the valuation. For a further discussion, see the section of this Proxy Statement/Prospectus entitled “Proposal 1 — The Business Combination Proposal — Background of the Business Combination”.

Q. What is the consideration being paid to Suneva Equityholders?

A: Under the Merger Agreement, Viveon has agreed to acquire all of the outstanding shares of Suneva for $250 million (plus $2,100,067 which is the aggregate exercise price for all In-The-Money Suneva Options and Warrants) payable in shares of Common Stock valued at $10 per share, plus the Earnout for the issuance of up to 12 million additional shares of Common Stock if certain conditions are met during the period from the consummation of the Business Combination to the fifth anniversary thereof.

Based on our current estimate, assuming full achievement of the Earnout, Suneva’s Equityholders (including warrant holders and holders of convertible notes and Suneva Options) are expected to receive approximately 12,000,000 shares of Common Stock as Earnout Consideration on a pro rata basis. Immediately prior to the Effective Time, each issued and outstanding share of Suneva Capital Stock and shares of Suneva Capital Stock underlying convertible securities (other than any such shares of Suneva capital stock cancelled as described in this proxy statement/prospectus), will be converted into capital stock of Viveon with the right to receive shares of Common Stock equal to such number of shares or shares underlying the Suneva security multiplied by the Conversion Ratio, and the right to receive shares of Earnout Consideration as, and subject to the contingencies, described in this proxy statement/prospectus. As of October 13, 2022 the Conversion Ratio is equal to 0.2313419462. The Conversion Ratio and the number of shares to be issued to Suneva’s Equityholders at Closing will not change based on the amount of redemptions from Viveon’s existing stockholders.

Q: How was Suneva’s enterprise value determined?

A: Viveon arrived at the enterprise value for Suneva through diligence of the company’s existing product portfolio and near-term pipeline with the associated impact on financial performance, market and sector-specific comparables, as well as guidance from their capital market advisors.

Q: What equity stake will current stockholders of Viveon and Suneva Equityholders hold in New Suneva after the Closing?

A: Following completion of the Business Combination, Initial Stockholders, the Viveon public stockholders, and Suneva Equityholders along with holders of Suneva Options will own approximately 9.2% to 9.3%, 12.9% to 13.0%, and 77.8% of the outstanding common stock of New Suneva, respectively (including (i) 11,684,445 shares of Common Stock issued at Closing and subject to earnout arrangements described in the accompanying

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proxy statement/prospectus and excluding (i) shares of Common Stock underlying existing Suneva Options and (ii) shares of Common Stock subject to earnout arrangements in respect to existing Suneva Options as described in the accompanying proxy statement/prospectus). Additionally, on a fully diluted basis the Initial Stockholders, the Viveon public stockholders, Suneva Equityholders, and the Subscription Investors will own approximately 20.2%, 23.3%, 54.0%, and 2.5% of New Suneva, respectively (including (i) 11,684,445 shares of Common Stock issued at Closing and subject to earnout arrangements described in the accompanying proxy statement/prospectus (ii) shares of Common Stock underlying existing Suneva Options and (iii) shares of Common Stock subject to earnout arrangements in respect to existing Suneva Options as described in the accompanying proxy statement/prospectus). These percentages are calculated based on a number of assumptions (described in the accompanying proxy statement/prospectus), including that no additional holders of Public Shares sold in the Viveon IPO elect to redeem their Public Shares and other adjustments in accordance with the terms of the Merger Agreement. To date, 15,092,126 of the Public Shares have been redeemed. “Summary of the Proxy Statement/Prospectus — Ownership of the Post-Business Combination Company After the Closing.”

Q. What conditions must be satisfied to complete the Business Combination?

A: The consummation of the Merger is conditioned upon, among other things, (i) no law or order enjoining or prohibiting the consummation of the Merger being in force, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) Viveon having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger (unless Proposal 8 is passed and then Viveon can rely on another exclusion from the “penny stock rules”), (iv) receipt of conditional approval for listing on the NYSE American of the shares of Viveon Common Stock to be issued in connection with the Merger, (v) the effectiveness of this registration statement on Form S-4, (vi) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (vii) no material adverse effect on either party having occurred since signing that is continuing at Closing, (viii) the approval of the Extension Proposal, which occurred at the Annual Meeting, (viii) approval by Suneva’s stockholders of the Merger and related transactions, and (ix) approval by Viveon’s stockholders of (a) the Merger, (b) the Charter Amendment Proposal, (c) the NYSE American Proposal, and (d) the Incentive Plan Proposal. Our Sponsor and the Initial Stockholders have agreed to vote the Founder Shares and any public shares owned by them in favor of any proposed business combination, including the Business Combination. As a result, the Business Combination could be approved with only 813 additional public shares, or approximately 0.008%, of the 10,064,124 outstanding shares of our Common Stock. Solely as it relates to Suneva’s obligation to consummate the Merger, the consummation of the Merger is conditioned upon, among other things, Viveon having at least $30,000,000 of available cash at the Closing, net of Suneva’s and Viveon’s expenses. Based on funds in the Trust Account of the amount of approximately $51.9 million as of June 30, 2022 approximately 23,302 shares of Common Stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated unless these conditions are satisfied.

For more information about conditions to the consummation of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q: Should the public stockholders expect Viveon to obtain additional financing?

A: Due to the current challenging financial market environment, Viveon has not been able to procure additional financing sources at this time.

Although there are currently no definitive agreements in place, Viveon may enter into agreements where, among other things, Viveon’s Sponsor or its affiliates may purchase Viveon’s Common Stock in open market or private transactions outside of the redemption process, for purposes of (i) meeting NYSE American initial listing requirements, such as stockholder’s equity, unrestricted publicly held shares and/or market value of unrestricted publicly held shares, (ii) maintaining funds in the Trust Account at the time of Closing, (iii) working capital post-Business Combination, and (iv) meeting the minimum closing cash condition in the Merger Agreement, all of which increase the likelihood that the Business Combination will close. Viveon may also raise capital through private equity offerings or offerings of securities convertible into its equity in connection with the consummation of the Business Combination. There is no assurance that Viveon will be able to raise sufficient capital prior to the consummation of the Business Combination.

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Following the closing of the Business Combination, New Suneva will need to raise sufficient capital or debt to sustain its operations and service its existing debt obligations. There is no assurance that New Suneva will be able to raise sufficient capital or debt to sustain its operations and service its existing debt obligations, or that such financing will be on terms that are favorable to the combined company. See “Risk Factors — Risks Related to Suneva’s Financial Results and Need for Financing — “We will require substantial additional financing to achieve our goals, and a failure to obtain the necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our operations, including our product development or commercialization efforts” and “Risk Factors — Risks Related to New Suneva — New Suneva’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. The failure to raise capital when needed could harm New Suneva’s business, operating results and financial condition. Debt or equity issued to raise additional capital may reduce the value of New Suneva’s common stock.”

Q: Will Viveon inform the public stockholders if financing sources other than those currently disclosed become available to Viveon after this proxy statement/prospectus is distributed?

A: If alternative financing sources become available to Viveon after the mailing of this proxy statement/prospectus, Viveon will, as appropriate and in compliance with the securities laws, publicly disclose that fact to the public stockholders and otherwise comply with the applicable proxy and disclosure rules.

Q: If financing sources other than those currently disclosed become available after the mailing of this proxy statement/prospectus and are disclosed by Viveon to the public stockholders, will the public stockholders have an opportunity to change their votes related to the Proposals set forth in this proxy statement/prospectus and/or approve the alternative financing sources?

A: Prior to and at the Meeting, the public stockholders will have the opportunity to change their votes related to the Proposals set forth in this proxy statement/prospectus. After the Special Meeting, the public stockholders will not have an opportunity to change their votes related to the Proposals set forth in this proxy statement/prospectus. The public stockholders are only able to vote on the Proposals set forth in this proxy statement/prospectus. The public stockholders may, to the extent they learn about any alternative financing source in advance of the Special Meeting, make use of that information in connection with their vote on the Proposals set forth in this proxy statement/prospectus, but the public stockholders may not vote on the alternative financing sources directly. To the extent that the public stockholders learn about any alternative financing following the Special Meeting, the public stockholders will not be able to make use of that information in connection with their vote on the Proposals set forth in this proxy statement/proposal. After the Special Meeting, the public stockholders will not have an opportunity to change their votes related to the Business Combination and/or approve any additional financing sources that Viveon or New Suneva secures. See “Risk Factors — Risks Related to New Suneva- New Suneva’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. The failure to raise capital when needed could harm New Suneva’s business, operating results and financial condition. Debt or equity issued to raise additional capital may reduce the value of New Suneva’s common stock.”

Q: Is stockholder approval of Proposal 8, the Existing Charter Amendment Proposal, required in order for Viveon to consummate the Business Combination?

A: The Existing Charter provides that Viveon will not consummate any business combination unless it has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of this provision was to ensure that, in connection with its initial business combination, Viveon would continue, as it has since the IPO, to not be subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act, because Viveon complied with an exclusion to the “penny stock” rules for companies that have net tangible assets of at least $5,000,001. However, Viveon believes that it may rely on another exclusion, which relates to it being listed on the NYSE American.

If the Existing Charter Amendment Proposal is not approved, Viveon would not be able to consummate (no matter how Viveon’s stockholders vote) the Business Combination.

Approval of the Existing Charter Amendment Proposal requires the affirmative vote of at least a majority of the issued and outstanding shares of Common Stock entitled to vote thereon at the Special Meeting.

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Q. Are Suneva’s Equityholders required to approve the Business Combination?

A: Yes.

Q: Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A: Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description if the risks described in “Risk Factors” beginning on page 39 of this proxy statement/prospectus.

Q: How many votes do I have at the Special Meeting?

A: Viveon stockholders are entitled to one vote at the Special Meeting for each share of Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were 10,064,124 outstanding shares of Common Stock.

Q: What vote is required to approve the proposals presented at the Special Meeting?

A: The approval of the Business Combination Proposal, the Advisory Charter Proposal (which is a non-binding vote), the NYSE American Proposal, the 2022 Incentive Plan Proposal, 2022 ESPP Proposal and the Adjournment Proposal each require the affirmative vote of at least a majority of the issued and outstanding shares of Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” each such proposal. Broker non-votes will have no effect on the outcome of each proposal.

The approval of the Charter Amendment Proposal and the Existing Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Charter Proposal.

The approval of the Directors Proposal requires the vote by a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” each such proposal. Broker non-votes will have no effect on the outcome of each proposal.

Q: What constitutes a quorum at the Special Meeting?

A: Holders of a majority in voting power of Viveon Common Stock issued and outstanding and entitled to vote at the Special Meeting constitutes a quorum. As of the Record Date, 5,032,063 shares of Viveon Common Stock would be required to achieve a quorum. Shares of our Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person by virtual attendance or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Q: How will the Initial Stockholders vote?

A: Pursuant to a letter agreement, dated December 22, 2020, the Initial Stockholders, who own the Founder Shares, representing approximately 50.0% of the outstanding shares of Common Stock as of the Record Date, agreed to vote their respective Founder and any shares of Common Stock purchased by them in the open market in or after the Viveon IPO in favor of the Business Combination and each Proposal (“Letter Agreement”). In connection with the execution of the Merger Agreement, the Initial Stockholders entered into Parent Stockholder Support Agreements pursuant to which they 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.

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Q: What interests do Viveon’s current executive officers and directors have in the Business Combination?

A: In considering the recommendation of the Board to approve the Merger Agreement, Viveon stockholders should be aware that certain Viveon executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, (and which may conflict with) those of Viveon stockholders generally, and which may result in a conflict of interest. These interests and benefits include, among other things:

• If a proposed Business Combination is not completed by the Extension Date, or if Viveon is unable to obtain shareholder approval to extend beyond the Extension Date, Viveon will be required to dissolve and liquidate. In such event, the 5,031,250 Founder Shares currently held by Viveon’s officers, directors and Sponsor (all of which Sponsor holdings may be deemed to be held by Viveon’s officers and directors), which were acquired prior to the IPO will be worthless because such holders, including the Sponsor, have agreed to waive their rights to any liquidation distributions. Such shares of Common Stock had an aggregate market value of approximately $52.3 million based on the closing price of our Common Stock of $10.40 on the NYSE American as of October 28, 2022;

• Similarly, our Sponsor purchased 18,000,000 Private Warrants for $0.50 per private warrant, for an aggregate purchase price of $9,000,000. The Private Warrants will be worthless if we cannot complete the Business Combination or an alternative initial business combination by the Extension Date, or if we are unable to obtain shareholder approval to amend the Existing Charter to extend the Extension Date to consummate the proposed Business Combination or an alternative initial business combination;

• With certain limited exceptions, 50% of the founder shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date the closing price of our 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 our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination or earlier in either case if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property;

• On March 21, 2022 we entered into subscription agreements with several lenders affiliated with our Sponsor for a loan of up to $4,000,000, in the aggregate (the “Subscription Agreements”), including Rom Papadopoulos, our Chief Financial Officer, who has committed to loan us up to $400,000, for which we will issue a series of unsecured senior promissory notes in the aggregate principal amount of up to $4,000,000 to the subscribers, including a note in the amount of $400,000 that would be issued to Dr. Papadopoulos if we fully draw on his commitment. In addition, pursuant to the terms of the Subscription Agreements, the subscribers who fund their commitments receive the Subscription Warrants, including a Subscription Warrant that would be issued to Dr. Papadopoulos to acquire 200,000 shares of Viveon Common Stock if we fully draw on his commitment. To date, Viveon has drawn $280,000 of the $400,000 commitment from Dr. Papadopoulos and, therefore, has issued Subscription Warrants to Dr. Papadopoulos to purchase 140,000 shares of Viveon Common Stock. Unlike the Public Warrants held by Viveon’s public stockholders, and the Private Warrants issued at the time of the Viveon IPO, each Subscription Warrant entitles the holder to purchase one whole share of Viveon Common Stock at $11.50 per share, exercisable immediately from issuance. Further, the Subscription Warrants are exercisable for a period of 49 months commencing on the date of the initial business combination and have a cashless exercise feature that is available at any time. Commencing on the date that is 13 months following the closing of the initial business combination, the holders of the Subscription Warrants, including Dr. Papadopoulos if we draw on his commitment, have the additional right, but not the obligation, to put the Subscription Warrants to the Company at a purchase price of $5.00 for each share into which such warrants are convertible or $9,250,000 in the aggregate (based on 1,850,000 Subscription Warrants outstanding), including up to $1,000,000 payable to Dr. Papadopoulos if we fully draw on his commitment and he exercises his right to have Viveon purchase all 200,000 of his Subscription Warrants. In the event that we do not consummate a business combination by December 31, 2022, the note will be repaid only from amounts remaining outside of Viveon’s trust account, if any. The accompanying Subscription Warrant will not become exercisable until we consummate an initial business combination and will expire worthless if we fail to do so. Dr. Papadopoulos is the managing member of our Sponsor, of which Dr. Jagi Gill is also a member; no other director, or officer of Viveon, or their affiliates, participated in the loan.

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• Our Sponsor holds 5,031,250 shares of Viveon Common Stock acquired for an aggregate purchase price of $25,000, or an effective price of $0.005 per share, which shares, if unrestricted and freely-tradable, would be valued at approximately $52.3 million based on the closing price of Viveon Common Stock of $10.40 on the NYSE American as of October 28, 2022. Similarly, our Sponsor holds 18,000,000 Private Warrants acquired for an aggregate purchase price of $9,000,000, or $0.50 per Private Warrant, which warrants, if unrestricted and freely-tradable, would be valued at approximately $1.6 million based on the closing price of Viveon’s Public Warrants of $0.09 on the NYSE American as of October 28, 2022. Accordingly, our Sponsor, including Dr. Jagi Gil and Dr. Rom Papadopoulos to the extent of their pecuniary interest in the Sponsor’s shares, can earn a positive rate of return on these shares even if New Suneva’s public stockholders experience a negative return following the consummation of the Business Combination.

• We have agreed to reimburse our officers and directors for out-of-pocket expenses they incur on our behalf and repay any loans they make to us, but only out of funds not held in the Trust Account. Any reimbursements and repayments in excess of that amount will be made only if we consummate the Business Combination or an alternative business combination. As of the date of this proxy statement/prospectus, there were no such unreimbursed out-of-pocket expenses.

• If the Business Combination is completed, both Jagi Gill, who is our current Chief Executive Officer and Chairman of the Board, and who is a member of our Sponsor, and Demetrios G. Logothetis, who is a current Director of Viveon, will be appointed to serve as a member of New Suneva’s Board and expect to receive compensation for services in an amount to be determined by New Suneva’s Board following the consummation of the Business Combination.

• If Viveon is unable to complete a proposed Business Combination by the Extension date, or obtain shareholder approval to amend the Existing Charter to extend the Extension Date to consummate the proposed Business Combination or an alternative initial business combination, the aggregate dollar amount of funds the Sponsor and its affiliates, including Jagi Gill and Rom Papadopoulos, have at risk that depends on completion of a proposed Business Combination is $12,725,000, comprised of (a) $25,000 representing the aggregate purchase price paid for the Founder Shares (b) $9,000,000 representing the aggregate purchase price paid for the Private Warrants, and (c) $3,700,000 representing amounts owed to affiliates of the Sponsor under the Subscription Agreements, including $280,000 owed to Dr. Papadopoulos under the Subscription Agreement. In the event that Viveon fully draws on the Subscription Agreements, and Dr. Papadopoulos funds his commitment of $400,000, the aggregate dollar amount of funds the Sponsor and its affiliates, including Jagi Gill and Dr. Papadopoulos, have at risk that depends on completion of a proposed Business Combination is $13,025,000, comprised of (a) $25,000 representing the aggregate purchase price paid for the Founder Shares, (b) $9,000,000 representing the aggregate purchase price paid for the Private Warrants, and (c) $4,000,000 representing amounts owed to affiliates of the Sponsor under the Subscription Agreement, including up to $400,000 owed to Dr. Papadopoulos under the Subscription Agreement.

The personal and financial interests of our directors and officers may influence their motivation in supporting the Business Combination. Consequently, our directors and officers may have a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in our stockholders’ best interest.

Q. Who will manage New Suneva after the Business Combination?

A. As a condition to the closing of the Business Combination, all of the officers and directors of Viveon will resign, other than Mr. Jagi Gill and Mr. Demetrio (Jim) Logothetis, who will serve as independent directors on the New Suneva Board. For information on the anticipated management of New Suneva, see the section titled “Directors and Executive Officers of New Suneva after the Business Combination” in this proxy statement/prospectus.

Q. When is the Business Combination expected to occur?

A: Assuming the requisite regulatory and stockholder approvals are received, Viveon expects that the Closing will take place after the Special Meeting on (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Structure of the Business Combination — Conditions to Closing of the Business Combination”; or (b) such other date as agreed

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to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either Viveon or Suneva if the Closing has not occurred by December 31, 2022, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q: What happens if I sell my shares of Common Stock before the Special Meeting?

A: The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q: What happens if I vote against the Business Combination Proposal?

A: Pursuant to the Existing Charter, if the Business Combination Proposal is not approved and Viveon does not otherwise consummate an alternative business combination by the Extension Date, or obtain shareholder approval to amend the Existing Charter to extend the Extension Date to consummate an alternative initial business combination, Viveon will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Q: Do I have redemption rights?

A: Pursuant to the Existing Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing Charter. As of June 30, 2022, based on funds in the Trust Account of approximately $51.9 million, this would have amounted to approximately $10.31 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Viveon Common Stock for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Viveon’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of Viveon Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your shares of Viveon Common Stock “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NYSE American.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its Viveon Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Viveon Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Viveon Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Viveon Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Viveon Common Stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Viveon Common Stock for cash.

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Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must (i) affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal, and (ii) prior to 5:00 PM, Eastern time, on December 19, 2022 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the shares of Viveon Common Stock included in the Units sold in the Viveon IPO, which we refer to as the “20% threshold.” Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Viveon’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Viveon does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Viveon’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Viveon’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Viveon’s transfer agent return the shares (physically or electronically). You may make such request by contacting Viveon’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q: If I am a Public Warrant holder, can I exercise redemption rights with respect to my Public Warrants?

A: No. The holders of Public Warrants have no redemption rights with respect to the Public Warrants.

Q: If I am a holder of Rights, can I exercise redemption rights with respect to my Rights?

A: No. The holders of Rights have no redemption rights with respect to the Rights.

Q: If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A: No. Holders of outstanding Units must separate the underlying Public Shares, Public Warrants and Rights prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See the question “— How do I exercise my redemption rights?” above.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit

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withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q: Do I have dissenter rights if I object to the proposed Business Combination?

A: No. There are no dissenter rights available to holders of Viveon Common Stock in connection with the Business Combination.

Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

• Viveon stockholders who properly exercise their redemption rights;

• certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Viveon and Suneva in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

• unpaid franchise and income taxes of Viveon; and

• the balance shall be released to New Suneva to fund working capital needs of New Suneva.

Q: What happens if a substantial number of the public stockholders vote in favor of the Business Combination proposal and exercise their redemption rights?

A: Our public stockholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders. However, a condition to the consummation of the Business Combination is that the aggregate cash proceeds available for release from the Trust Account in connection with the Merger, plus the proceeds of any equity investments (including any private investments in public equity) or debt financing facilities that are or will be actually received by New Suneva prior to or substantially concurrently with the Closing, less transactions costs to be paid prior to or substantially concurrently with the Closing, in the aggregate equaling or exceeding $30 million.

In no event will Viveon redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement (unless Proposal 8 is passed and then Viveon can rely on another exclusion from the “penny stock rules”).

Additionally, as a result of redemptions, the trading market for New Suneva’s common stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE American or another national securities exchange.

Q: What happens if the Business Combination is not consummated?

A: There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Viveon is unable to complete the Business Combination or an alternative initial business combination transaction by the Extension Date, or Viveon is unable to obtain shareholder approval to amend the Existing Charter to extend the Extension Date to complete the Business Combination or an alternative initial business combination transaction, the Existing Charter provides that Viveon will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained

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by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay taxes payable and for dissolution expenses, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law.

Viveon expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Viveon’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. The estimated consideration that each share of Common Stock would be paid at liquidation would be approximately $10.31 per share for stockholders based on amounts on deposit in the Trust Account as of June 30, 2022. The closing price of our Common Stock on the NYSE American as of October 28, 2022 was $10.40. Holders of Founders Shares have waived any right to any liquidation distribution with respect to those shares. In the event of liquidation, there will be no distribution with respect to Viveon’s outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q: Will Viveon seek to amend the Existing Charter to extend the Extension Date if the proposed Business Combination with Suneva, or an alternative business combination is not completed by the December Termination Date?

A. Viveon has filed with the SEC a preliminary proxy statement on Schedule 14A, as amended, in connection with the 2022 Annual Meeting. Among other proposals to be voted on at the 2022 Annual Meeting, Viveon will solicit shareholder approval of the Second Extension Proposal, which would allow Viveon to amend the Existing Charter to extend the date by which Viveon has to consummate a business combination on a monthly basis for up to three times by an additional one month each time for a total of up to three months from the December Termination Date (December 28, 2022) until the Second Extended Date (March 31, 2023), upon three calendar days’ advance notice prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Suneva, or any potential alternative initial business combination shall have occurred prior to the Second Extended Date. The details surrounding the Second Extension Proposal will be included in a definitive proxy statement on Schedule 14A to be filed with the SEC and mailed to stockholders of record of Viveon as of November 8, 2022.

While Viveon is using its best efforts to complete the Business Combination on or before the December Termination Date, the Board believes that it is in the best interests of Viveon’s shareholders to solicit votes on the Second Extension Proposal so that, in the event the Business Combination is not, for any reason, able to be consummated on or before the December Termination Date, Viveon will have additional time until the Second Extended Date to consummate the Business Combination with Suneva, or an alternative business combination. Without the Second Extension Proposal, Viveon believes that there is some risk that it might not, despite its best efforts, be able to complete Business Combination with Suneva, or an alternative business combination on or before the December Termination Date. If that were to occur, Viveon would be precluded from completing the Business Combination and would be forced to liquidate even if Viveon shareholders are otherwise in favor of consummating the Business Combination.

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A. If you are a stockholder of record, you may vote online at the virtual Special Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the virtual Special Meeting, we urge you to vote by proxy to ensure your vote is counted. To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct.

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To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to https://www.cstproxy.com/viveon/sm2022 and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on December 20, 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Special Meeting.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you are a beneficial owner of the shares and would like to vote your shares yourself, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Common Stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Special Meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on December 16, 2022.

Q. How may I participate in the virtual Special Meeting?

A. If you are a stockholder of record as of the Record Date for the Special Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the virtual Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.

You can pre-register to attend the virtual Special Meeting starting on December 14, 2022. Go to https://www.cstproxy.com/viveon/sm2022, enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the Special Meeting you will need to re-log into https://www.cstproxy.com/viveon/sm2022 using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

Q: What impact will the COVID-19 Pandemic have on the Business Combination?

A. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of Viveon and Suneva, and there is no guarantee that efforts by Viveon and Suneva to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If Viveon or Suneva are unable to recover from a business disruption on a timely basis, the Business Combination and New Suneva’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be

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delayed and adversely affected by the coronavirus outbreak and become more costly. Each of Viveon and Suneva may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

Q: Who can help answer any other questions I might have about the virtual Special Meeting?

A. If you have any questions concerning the virtual Special Meeting (including accessing the meeting by virtual means) or need help voting your shares of the Company’s Common Stock, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

The Notice of Special Meeting, Proxy Statement and form of Proxy Card are available at: https://www.cstproxy.com/viveon/sm2022.

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A: No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary Proposal because the holder of record has not received voting instructions from the beneficial owner.

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Each of the Proposals to be presented at the Special Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals.

Broker non-votes will only count as a vote “AGAINST” the Charter Amendment Proposal (Proposal 2) and the Existing Charter Proposal (Proposal 8).

Q: What will happen if I abstain from voting or fail to vote at the Special Meeting?

A: At the Special Meeting, Viveon will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” all of the Proposals, except for the Directors Proposal (Proposal 5). Additionally, if you abstain from voting or fail to vote at the Special Meeting, you will not be able to exercise your redemption rights (as described above).

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by Viveon without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting. If you fail to indicate how you vote, you will not be able to exercise your redemption rights.

Q: If I am not going to attend the Special Meeting, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Special Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

In order to exercise your redemption rights, you must affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal. See the question “— How do I exercise my redemption rights” above.

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Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting again via the Internet, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Special Meeting. If you hold your shares of Common Stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

Unless revoked, a proxy will be voted at the virtual Special Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies?

A: Viveon will pay the cost of soliciting proxies for the Special Meeting. Viveon has engaged Advantage Proxy, to assist in the solicitation of proxies for the Special Meeting. Viveon has agreed to pay Advantage Proxy a fee of $7,500, plus disbursements. Viveon will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Viveon will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Viveon Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Viveon Common Stock and in obtaining voting instructions from those owners. Viveon’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact Viveon’s proxy solicitor at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

You may also obtain additional information about Viveon from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement/Prospectus to the “New Suneva” refer to Viveon and its consolidated subsidiaries after giving effect to the Business Combination. References to the “Company” or “Viveon” refer to Viveon Health Acquisition Corp.

Unless otherwise specified, all share calculations assume no additional exercise of redemption rights by the Company’s public stockholders, do not include any shares of Viveon Common Stock issuable upon the exercise of the Warrants and do not include any shares of Viveon Common Stock issuable upon the exercise of the Rights.

Parties to the Business Combination

Viveon Health Acquisition Corp.

Viveon is a Delaware corporation formed on August 7, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although we were not limited to a particular industry or geographic region for purposes of consummating an initial business combination, as disclosed in the prospectus in connection with the Viveon IPO, we intended to focus on businesses that have their primary operations located in North America in the healthcare industry and, specifically, on businesses in the orthopedic and spine industry in the United States and other developed countries.

On December 28, 2020, we consummated the Viveon IPO of 17,500,000 units (the “Units”), each Unit consisting of one share of Common Stock and one redeemable warrant (“Public Warrant”), entitling the holder thereof to purchase one-half of a share of Common Stock at a price of $11.50 per whole share, and one right to receive one-twentieth (1/20) of a share of Common Stock at the consummation of the Business Combination.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $175,000,000. Simultaneously with the closing of the Viveon IPO, Viveon consummated the sale of Private Warrants, 18,000,000 warrants in a private placement to our Sponsor, generating gross proceeds of $9,000,000, at a price of $0.50 per Private Warrant. The Private Warrants are identical to the Public Warrants. On December 28, 2020, the underwriters exercised the over-allotment option in full for 2,625,000 Units at a price of $10.00 per Unit, and the closing of the over-allotment option occurred on December 30, 2020, generating additional gross proceeds of $26,250,000.

After deducting the underwriting discounts, offering expenses, and commissions from the Viveon IPO and the sale of the Private Warrants, a total of $203,262,500 was deposited into the Trust Account, and the remaining $3.1 million of the net proceeds were held outside of the Trust Account and made available to us to be used for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of June 30, 2022, Viveon had cash of $1.5 million outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. In connection with the Annual Meeting 15,092,126 shares of Viveon Common Stock were redeemed, and as a result, $152.5 million was distributed from the Trust Account to the redeeming stockholders. As of June 30, 2022, there was $51.9 million held in the Trust Account.

In accordance with Viveon’s Existing Charter, the amounts held in the Trust Account may only be used by Viveon upon the consummation of a business combination, except that there can be released to Viveon, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and Viveon’s liquidation. Viveon executed the Merger Agreement on January 12, 2022 and it must liquidate unless a business combination is consummated by the Extension Date, or obtain shareholder approval to amend the Existing Charter to extend the Extension Date to consummate a business combination.

In connection with the filing of the Extension Amendment, Viveon deposited $720,000 into the Trust Account to extend the date to consummate the Business Combination to June 28, 2022. Viveon has made a monthly deposit of $240,000 into the Trust Account each month thereafter. As of the date of the proxy statement/prospectus, Viveon has made monthly deposits to extend the date of the Closing through November 28, 2022, and intends to continue extending the date until the earlier of Closing or December 28, 2022.

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Viveon’s Common Stock, Public Warrants, Rights and Units are currently listed on the NYSE American under the symbols “VHAQ,” “VHAQWS,” “VHAQR” and “VHAQU,” respectively. The Units commenced trading on the NYSE American on December 22, 2020, and the Common Stock, Public Warrants and Rights commenced separate trading from the Units on February 4, 2021.

The mailing address of our principal executive office at c/o Gibson, Deal & Fletcher, PC, Spalding Exchange, 3953 Holcomb Bridge Road Suite 200, Norcross, Georgia 30092. Our telephone number is (404) 861-5393.

Merger Sub

VHAC Merger Sub Inc. is a wholly-owned subsidiary of Viveon, formed on December 29, 2021 to consummate the Business Combination. Following the Business Combination, Suneva will merge with Merger Sub with Suneva surviving the merger. As a result, Suneva will become a wholly-owned subsidiary of Viveon. In connection with the merger between Merger Sub and Suneva, Suneva shall change its name such that the name of the surviving corporation will be “Suneva Holdings, Inc.”

Potential Financing Arrangements

Due to the current challenging financial market environment, as of the date of this proxy statement/prospectus, Viveon has not been able to procure additional financing sources. Although there are currently no definitive financing agreements in place, prior to the consummation of the Business Combination, Viveon may enter into agreements where, among other things, Viveon’s Sponsor or its affiliates may purchase Viveon’s Common Stock in open market or private transactions outside of the redemption process, for purposes of (i) meeting NYSE American initial listing requirements, such as stockholder’s equity, unrestricted publicly held shares and/or market value of unrestricted publicly held shares, (ii) maintaining funds in the Trust Account at the time of Closing, (iii) working capital post-Business Combination, and (iv) meeting the minimum cash condition in the Merger Agreement, all of which increase the likelihood that the Business Combination will close. Viveon may also raise capital through private equity offerings or offerings of securities convertible into its equity in connection with the consummation of the Business Combination. There is no assurance that Viveon will be able to raise sufficient capital prior to the consummation of the Business Combination. If alternative financing sources become available to Viveon after the mailing of this proxy statement/prospectus, Viveon will, as appropriate and in compliance with the securities laws, publicly disclose that fact to the public stockholders and otherwise comply with the applicable proxy and disclosure rules.

Suneva Medical, Inc.

Suneva is a medical technology company focused on meeting the demands of the aging process through the use of devices that assist medical and regenerative aesthetic procedures and serving the needs of the general dermatology and aesthetic markets. Suneva currently markets several product lines in the U.S., Canada, Mexico, South Korea, and Hong Kong. Its products combat the conditions which are synonymous with aging such as structural integrity of the face, loss of volume or lift and well as offering energy-based solutions to assist in the rejuvenation of patient’s skin.

Suneva’s Minimum Purchase Obligations

As of June 30, 2022 Suneva has minimum purchase requirements under a majority of its distribution agreements to purchase approximately $34.8 million in additional products, in the aggregate. Given Suneva’s history of losses, and expectation to incur significant expenses in attempting to increase its sales and marketing efforts, there can be no assurances that Suneva will be able to meet its ongoing obligations under these agreements and may be in default under any of these agreements, which would result in penalties, as well as the potential loss of certain of its exclusive rights to distribute these products. Please see a description of Suneva’s material agreements in the section of this Prospectus titled “Information About Suneva — Material Agreements”.

Suneva Distribution of Third-Party Products

For a majority of its products, Suneva acts as an exclusive and non-exclusive third-party distributor of many commercial products. For a further description of the ongoing commitments and terms of such material agreements whereby Suneva acts as a distributor of third-party products, please see the section titled “Information about Suneva — Material Agreements” and “Information about Suneva — Product Portfolio and Applications”. Suneva’s History of Net Losses and Accumulated Deficit.

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Net Losses and Accumulated Deficit

Suneva has a limited operating history of generating revenue and has incurred losses in each year since its operations began in 2009. To date, Suneva has invested substantially all of its efforts and financial resources in the acquiring the rights to market and distribute INSTALIFT, PLASMA IQ™, dermapose, PUREGRAFT, SERUGLOWMD and amplifine (“Licensed Products”) as well as the development, regulatory approval, manufacturing, and the commercial launch the Bellafill product line, our only internally owned product.

Suneva has recorded net losses of $16.1 million and $16.1 million for the years ended December 31, 2021, and 2020, respectively, and had an accumulated deficit as of December 31, 2021, of $203.8 million. Additionally, Suneva has recorded net losses of $17.7 million and $4.6 million for the six month period ended June 30, 2022 and 2021.

As of June 30, 2022, Suneva has an accumulated deficit of $221.5 million. Suneva expects to incur significant expenses for the foreseeable future as it increases sales and marketing efforts for its products.

Suneva will need to raise additional capital to meet its operating and debt obligations when they come due prior to the consummation of the Business Combination. If Suneva raises additional capital through private equity offerings or offerings of securities convertible into its equity, the ownership interest of Suneva’s existing stockholders will be diluted and the terms of any such securities may have a preference over Suneva’s common stock. Debt financing, receivables financing and royalty financing may also be coupled with an equity component, such as warrants to purchase Suneca’s capital stock, which could also result in dilution of our existing stockholders’ ownership, and such dilution may be material. See “Risk Factors — Risks Related to Suneva’s Financial Results and Need for Financing — “We will require substantial additional financing to achieve our goals, and a failure to obtain the necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our operations, including our product development or commercialization efforts. We will need to raise additional capital through equity offerings or offerings of securities convertible into our equity prior to the consummation of the Business Combination, if available on terms acceptable to us.”

Suneva’s Competition

The medical technology and aesthetic product markets are highly competitive and dynamic and are characterized by rapid and substantial technological development and product innovation. Suneva competes with various companies that have products in the medical aesthetic category. Among these companies are Abbvie, Sanofi, Sun Pharma, Valeant Pharmaceuticals International, Inc. (now Bausch Health Companies, Inc.), or Bausch Health, Mentor Worldwide LLC, a division of Johnson & Johnson, Merz Aesthetics, Galderma, and Skinceuticals, a division of L’Oreal SA. In the field of regenerative medicine, in addition to competing with large pharmaceutical companies such as Allergan Aesthetics, Bimini Health Tech and Benev Company, Suneva also competes with a number of small startups. Suneva’s products compete either directly or indirectly with such other products or treatments such as dermal fillers, brow lifts, chemical peels, fat injections, cold therapy and microdermabrasion as well as against various energy-based products and procedures such as laser therapies, pulsed light, radiofrequency and micro-needling.

The Business Combination and the Merger Agreement

On January 12, 2022, Viveon, Suneva and Merger Sub entered into the Merger Agreement. The Board unanimously approved the Merger Agreement on January 11, 2022 and resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Viveon. Pursuant to the terms of the Merger Agreement, a business combination between Viveon and Suneva will be effected through the merger of Merger Sub with and into Suneva, with Suneva surviving the merger as a wholly owned subsidiary of Viveon. In connection with the Business Combination, Viveon will change its name to “Suneva Medical, Inc.”

Upon the consummation of the Business Combination, each holder of a Right will automatically receive one-twentieth (1/20) of a share of Common Stock. We will not issue fractional shares in connection with an exchange of Rights. As a result, you must hold Rights in multiples of 20 in order to receive shares for all of your Rights upon closing of the Business Combination. Our Sponsor has agreed to forfeit up to 977,500 Founder Shares to the extent that the Rights are exercised upon the Closing of the Business Combination.

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Consideration

Initial Consideration

The total consideration to be paid at the Closing (the “Initial Consideration”) by Viveon to Suneva security holders will be an amount equal to $250 Million (plus $2,582,075 which is the aggregate exercise price for all In-The-Money Suneva Options and Warrants). The Initial Consideration will be payable in shares of Viveon Common Stock valued at $10 per share. Viveon will issue to Suneva securityholders 25,258,208 shares of Viveon Common Stock in the aggregate as the Initial Consideration.

Earnout Payments

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

• The Suneva security holders will earn 4,000,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the date of the Closing (the “Closing Date”) and ending on the second anniversary of the Closing Date (the “First Earnout Period”), the VWAP (as defined in the Merger Agreement) of the Viveon Common Stock over any twenty (20) Trading Days (as defined in the Merger Agreement) during a thirty (30) Trading Day period is greater than or equal to $12.50 per share of Viveon Common Stock (the “First Milestone”).

• 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 third anniversary of the Closing Date (the “Second Earnout Period”), the VWAP of the Viveon Common Stock over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15.00 per share of Viveon Common Stock (the “Second Milestone”).

• 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”).

• Upon 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 Control.

The aggregate shares of the Earnout Consideration (1) will be issued to 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.

In the case of the Suneva security holders (other than holders of Suneva stock options), the shares of the Earnout Consideration will not be released from escrow until they are earned as a result of the occurrence of the applicable Earnout Milestone. Shares of the Earnout Consideration not earned on or before the expiration of the applicable Earnout Period will be automatically forfeited and cancelled.

In the case of the holders of Suneva stock options, the shares of the Earnout Consideration will not be released from escrow until the later of the occurrence of the applicable Earnout Milestone within the applicable Earnout Period and the date on which the assumed stock options of such holder vest, but only if such holder continues to provide services to Viveon or one of its subsidiaries at such time. Shares of the Earnout Consideration that are not earned by a holder of Suneva Stock options on or before the fifth anniversary of the Closing Date will be forfeited without any consideration. Shares forfeited by a holder of Suneva stock options will be reallocated to the other Suneva security holders who remain entitled to receive shares of Earnout Consideration in accordance with their respective pro rata shares.

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Treatment of Suneva Securities

Cancellation of Securities. Each share of Suneva capital stock, if any, that is owned by Viveon, Merger Sub, Suneva, or any of their subsidiaries (as treasury stock or otherwise) immediately prior to the effective time of the Merger, will automatically be cancelled and retired without any conversion or consideration.

Preferred Stock. Immediately prior to the Effective Time, each issued and outstanding share of Suneva’s Series AA Preferred Stock, par value $0.001 per share (“Suneva Preferred Stock”) (other than any such shares of Suneva capital stock cancelled as described above), will be converted into the right to receive shares of Viveon Common Stock equal to the Conversion Ratio, and shares of Viveon Common Stock as Earnout Consideration as, and subject to the contingencies, described above.

Common Stock. Immediately prior to the Effective Time, each issued and outstanding share of Suneva’s common stock, par value $0.001 per share (“Suneva Common Stock”) (other than any such shares of Suneva capital stock cancelled as described above and any dissenting shares) will be converted into the right to receive a number of shares of Viveon Common Stock equal to the Conversion Ratio, and shares of Viveon Common Stock as Earnout Consideration as, and subject to the contingencies, described above.

Merger Sub Securities. Each share of common stock, par value $0.001 per share, of 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 Combined Entity.

Stock Options. At the Effective Time, each outstanding Suneva Option will be cancelled and exchanged for such number of options to purchase Viveon Common Stock equal to the number of shares of Suneva Common Stock underlying the Suneva Option multiplied by the Conversion Ratio, with the exercise price of the new option equal to the exercise price of the Suneva Option divided by the Conversion Ratio.

Warrants. Contingent on and effective as of immediately prior to the Effective Time, each outstanding Suneva Warrant will be treated in accordance with the terms of the relevant agreements governing such Suneva Warrants and cancelled and exchanged for such number of shares of Viveon Common Stock equal to the number of shares of Suneva Common Stock or Suneva Preferred Stock underlying the Suneva Warrant multiplied by the Conversion Ratio. All such warrants will be cancelled and extinguished.

Convertible Notes. Contingent on and effective as of immediately prior to the Effective Time, the Suneva 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 and exchanged for shares of Viveon Common Stock in an amount equal to the number of shares of Suneva Common Stock or Suneva Preferred Stock underlying such Suneva Convertible Note multiplied by the Conversion Ratio and such shares will be treated as described above.

Representations and Warranties; Covenants

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) employee matters and benefits, (r) tax matters, (s) real property; (t) environmental laws, (u) finders’ fees, (v) directors and officers, (w) anti-money laundering laws, (x) insurance, (y) related party transactions, (z) healthcare compliance and (aa) certain representations related to securities law and activity. Viveon 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, (h) brokers and other advisors and (i) PIPE financing.

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 Form S-4 and Proxy Statement (as each such terms are defined in the Merger

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Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of each party’s respective stockholders. Viveon has also agreed to include in the Proxy Statement the recommendation of its board that its stockholders approve all of the proposals to be presented at the special meeting.

Viveon also agreed to prepare a proxy statement to seek the approval of its stockholders to amend its organizational documents to (i) extend the date to consummate a business combination for three months, from March 28, 2022 to June 28, 2022, and (ii) allow Viveon, without another stockholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to six months after June 28, 2022, for a total of up to nine months after March 28, 2022. On February 10, 2022, Viveon filed a proxy statement, that was supplemented on February 14, 2022, seeking approval of the Extension Amendment from its stockholders. Such approval was received at the Annual Meeting. See the section titled “Questions and Answers About the Proposals — What happens if the Business Combination is not consummated?”

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

Viveon Omnibus Incentive Plan and Employee Stock Purchase Plan

Viveon has agreed to approve and adopt an omnibus equity incentive plan (the “Incentive Plan”) and employee stock purchase plan (the “ESPP”), in each case to be effective as of the Closing and in a form mutually acceptable to Viveon and Suneva, subject to approval of the Incentive Plan and the ESPP by the Viveon stockholders. The Incentive Plan will provide for an initial aggregate share reserve equal to 15% of the number of shares of Viveon Common Stock at the Closing and an “evergreen” provision that is mutually agreeable to Viveon and Suneva 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 Viveon and Suneva. The ESPP will provide for an initial aggregate share reserve equal to 1% of Viveon Common Stock at the Closing and an “evergreen” provision that is mutually agreeable to Viveon and Suneva 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 Viveon and Suneva.

Non-Solicitation Restrictions

Each of Viveon and Suneva 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 Proposal or Alternative Transaction (as such terms are 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 Viveon and Suneva 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 Viveon and Suneva, 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) Viveon having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger (unless Proposal 8 is passed and then Viveon can rely on another exclusion from the “penny stock rules”), (v) the conditional approval for listing by NYSE American of the shares of Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement and satisfaction of initial and continued listing requirements, (vi) the Form S-4 becoming effective in accordance with the provisions of the Securities Act of 1933, as amended, (vii) approval by Parent’s stockholders of the Extension Proposal, which occurred at the Annual Meeting, (viii) approval by Suneva’s stockholders of the Merger and related transactions, and (ix) approval by Viveon’s stockholders of (a) the Merger, (b) the Charter Amendment Proposal, (c) the NYSE American Proposal, and (d) the Incentive Plan Proposal. Our Sponsor and the Initial Stockholders have agreed to vote the Founder Shares and any public shares owned by them in favor of any proposed business combination, including the Business Combination. As a result, the Business Combination could be approved with only 813 additional public shares, or approximately 0.008%, of the 10,064,124 outstanding shares of our Common Stock.

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Solely with respect to Viveon and Merger Sub, the consummation of the Merger is conditioned upon, among other things, (i) Suneva having duly performed or complied with all of its obligations under the Merger Agreement in all material respects, (ii) the representations and warranties of Suneva, 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 Suneva 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 Suneva or any of its subsidiaries, (v) Suneva and its securityholders shall have executed and delivered to Viveon each Additional Agreement (as defined in the Merger Agreement) to which they each are a party, (vi) Suneva delivers certain certificates to Viveon, and (vii) resignation of certain Suneva directors as set forth in the Merger Agreement.

Solely with respect to Suneva, the consummation of the Merger is conditioned upon, among other things, (i) Viveon and 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 Viveon 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 Viveon or 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 Viveon or 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) Viveon delivers certain certificates to Suneva, (vii) the size and composition of the post-Closing board of directors of Viveon have been appointed as set forth in the Merger Agreement, (viii) the Sponsor and other stockholders, as applicable, shall have executed and delivered to Suneva each Additional Agreement to which they each are a party, (ix) the amount of Parent Closing Cash (as defined in the Merger Agreement, as amended) being at least equal to $30 million, net of Company Expenses and Parent Expenses (each as defined in the Merger Agreement). Based on funds in the Trust Account in the amount of approximately $51.9 million as of June 30, 2022, and assuming Company Expenses and Parent Expenses are less than $12.0 million approximately 23,302 shares of Common Stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement. If more than 23,302 shares of Common Stock are redeemed, or the Company Expenses and Parent Expenses exceed $12.0 million, we may not be able to consummate the Business Combination, unless Suneva waives the Parent Closing Cash Condition or we obtain additional financing. There is no guarantee that, immediately following the Closing, New Suneva will have some or all of the $30,000,000.

Termination

The Merger Agreement may be terminated at any time prior to the Effective Time as follows: (i) by either Viveon or Suneva if (A) the Merger and related transactions are not consummated on or before December 31, 2022 (the “Outside Date”), provided that, if the SEC has not declared the Form S-4 effective on or prior to December 31, the Outside Closing Date shall be automatically extended by one month; 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. Such right may be exercised by Viveon or Suneva, as the case may be, giving written notice to the other at any time after the Outside Closing Date;

(ii) by either Viveon or Suneva if any Authority (as defined in the Merger Agreement) 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.

(iii) by mutual written consent of Viveon and Suneva duly authorized by each of their respective boards of directors; and

(iv) by either Viveon or Suneva, if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied by the earlier of (A) the Outside Date and (B) 30 days following receipt by the breaching party of a written notice of the breach.

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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 Viveon, Suneva 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 Viveon, Suneva 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 Viveon makes publicly available in reports, statements and other documents filed with the SEC. Viveon and Suneva investors and securityholders are not third-party beneficiaries under the Merger Agreement.

Certain Agreements Related to the Business Combination Agreement

Parent Stockholder Support Agreements

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”) 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 Agreement

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.

Sponsor Earnout Agreement

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.

• The Sponsor will earn 1/3 of the Sponsor Earnout Amount, in the aggregate, if at any time during the First Earnout Period the VWAP (as defined in the Merger Agreement) of the Viveon Common Stock satisfies the First Milestone.

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

• 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 Stock satisfies the Third Milestone.

• Upon 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 Sponsor will earn the shares of the Sponsor Earnout Amount issuable in respect to such Earnout Milestone or Milestones as described above as of immediately prior to the Change of Control.

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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. The aggregate 1,725,000 shares of Viveon Common Stock included in the Sponsor Earnout Amount are collectively referred to as the “Sponsor Earnout Shares” herein.

Additional Agreements to be Executed at Closing

Lock-Up Agreements

In connection with the Closing, certain key Suneva 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 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.

Viveon Amended and Restated Registration Rights Agreement

At the closing, Viveon will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of Viveon and Suneva with respect to their shares of Viveon acquired before or pursuant to the Merger, and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with Viveon’s initial public offering and any shares issuable on conversion of preferred stock or loans. The agreement amends and restates the registration rights agreement Viveon 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 existing Viveon stockholders, and the holders of a majority of the shares held by the Suneva stockholders will each be entitled to make one demand that the Company register such securities for resale under the Securities Act, or two demands each if Viveon 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 Viveon to include such securities in registration statements that Viveon 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.

The foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement, form of Parent Stockholder Support Agreement, form of Company Stockholder Support Agreement, form of Lock-Up Agreement, and form of Amended and Restated Registration Rights Agreement, copies of which are filed with Viveon’s Current Report on Form 8-K dated January 12, 2022, as Exhibits 2.1, 10.1, 10.2, 10.3, and 10.4, respectively, and the terms of which are incorporated by reference herein.

Expected Accounting Treatment

The Merger will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Viveon, who is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and Suneva will be treated as the accounting acquirer. This determination was primarily based on the expectations that, immediately following the Business Combination, Suneva’s stockholders will have a majority of the voting power of the Combined Entity, Suneva’s senior management will comprise substantially all of the senior management of New Suneva, the relative size of Suneva compared to Viveon, and Suneva’s operations will comprise the ongoing operations of New Suneva. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of a capital transaction in which Suneva is issuing stock for the net assets of Viveon. The net assets of Viveon will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of Suneva.

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Dissenter Rights

Dissenter rights are not available to Viveon stockholders in connection with the Business Combination.

Redemption Rights

Pursuant to Viveon’s Existing Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Shares of Common Stock. As of June 30, 2022, based on funds in the Trust Account of approximately $51.9 million, this would have amounted to approximately $10.31 per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold Public Shares, or

(b) hold Public Shares through Units and you elect to separate your Units into the underlying Public Shares prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., Eastern Time, on December 19, 2022, (a) submit a written request to Continental that Viveon redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

Holders of outstanding Units must separate the underlying shares of Common Stock prior to exercising redemption rights with respect to the shares. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the public shares from the Units. If a holder exercises his/her redemption rights, then such holder will be exchanging his/her public shares for cash and will no longer own shares of Viveon or New Suneva. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The Special Meeting of Viveon Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Ownership of New Suneva After the Closing

It is anticipated that, upon the Closing (depending on the degree to which holders of Public Shares exercise redemption rights with respect to their Public Shares), Viveon’s public stockholders will own approximately 12.9% to 13.0% of New Suneva Common Stock, the Initial Stockholders will own approximately 9.2% to 9.3% of New Suneva Common Stock, and the Suneva Equityholders will own approximately 77.8% of New Suneva Common Stock. This ownership percentage with respect to New Suneva following the Business Combination does not take into account (i) shares of Common Stock underlying existing Suneva Options, (ii) shares underlying the Warrants outstanding following the Business Combination, or (iii) the issuance of any shares after the Closing of the Business Combination under the 2022 Incentive Plan or the 2022 ESPP. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Viveon’s existing stockholders in New Suneva will be different.

Additionally, it is anticipated that, upon the Closing (depending on the degree to which holders of Public Shares exercise redemption rights with respect to their Public Shares), on a fully diluted basis, Viveon’s public stockholders will own approximately 23.3% of New Suneva Common Stock, the Initial Stockholders will own approximately 20.2% of New Suneva Common Stock (including shares of Common Stock issued subject to earnout arrangements), the Suneva Equityholders will own approximately 54.0% of New Suneva Common Stock (including shares of Common Stock underlying existing Suneva Options and shares of Common Stock issued subject to earnout arrangements), and the Subscription Investors will own approximately 2.5% of New Suneva Common Stock. This ownership percentage with respect to New Suneva following the Business Combination does not take into account the issuance of any shares after the Closing of the Business Combination under the 2022 Incentive Plan or the 2022 ESPP. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Viveon’s existing stockholders in New Suneva will be different.

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The ownership tables set forth the anticipated ownership of New Suneva upon completion of the Business Combination assuming no redemptions and maximum redemptions.

Assuming No Redemptions: This presentation assumes that no Viveon public stockholders elect to have their Viveon Public Shares redeemed for cash in connection with the Business Combination.

Assuming Maximum Redemptions: This presentation assumes that 23,302 Viveon Public Shares are redeemed for aggregate redemption payments of $240,160, assuming a $10.31 per share Redemption Price based on funds in the Trust Account as of June 30, 2022. The Business Combination Agreement includes a condition to the Closing, that, at the Closing, the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of the Viveon IPO, plus the proceeds of any equity investments (including any private investments in public equity) or debt financing facilities that are or will be actually received by New Suneva prior to or substantially concurrently with the Closing, less transactions costs to be paid prior to or substantially concurrently with the Closing, in the aggregate equaling no less than $30,000,000, net of (i) Suneva transaction expenses, (ii) certain Viveon expenses and obligations, and (iii) the repayment of a $1.5 million convertible promissory note (the “Intuitus Note”) if not converted to Common Stock of New Suneva at or prior to the Closing, pursuant to its terms. The current presentation assumes conversion of the Intuitus Note into shares of Common Stock of New Suneva. Such shares are included in the Suneva Equityholders in the table below. As the Viveon Initial Stockholders waived their redemption rights, only redemptions by Viveon public stockholders are reflected in this presentation. This scenario includes all adjustments contained in the “no redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table illustrates varying ownership levels in New Suneva, assuming consummation of the Business Combination and no redemptions and maximum redemptions by Viveon public stockholders:

	Assuming No Redemptions (Shares)	%		Assuming Maximum Redemptions (Shares)	%
Suneva Equityholders(1)(2)(3)	36,278,455	77.8	%	36,278,455	77.8	%
Viveon Public Stockholders(4)(5)	6,039,124	13.0	%	6,015,822	12.9	%
Viveon Initial Stockholders(6)(7)(8)(9)	4,312,500	9.2	%	4,312,500	9.3	%
Pro forma Combined Company Common Stock	46,630,079	100.0	%	46,606,777	100.0	%

(1)		Includes 11,684,445 Earnout Shares of Common Stock issued to Suneva Equityholders. Such shares will issued at Closing and deposited into escrow, and will be subject to reduction or forfeiture in accordance with the terms of the Merger Agreement. The Suneva Equityholders in whose names the Earnout Shares are issued at Closing will maintain the right to vote such shares and the right to be paid dividends with respect such shares for so long as the Earnout Shares are not forfeited and/or cancelled.
(2)		Excludes 664,198 shares of Common Stock underlying existing Suneva Options.
(3)		Excludes 315,555 shares of Earnout Shares of Common Stock issued and placed into escrow in respect of existing Suneva Options. New Suneva shall retain all rights attributable to ownership of any Earnout Shares placed in escrow in respect of Suneva Options unless and until such Earnout Shares are released to the holders of Suneva Options.
(4)		Excludes 10,062,500 shares of Common Stock issuable upon exercise of the Public Warrants and includes the issuance of 1,006,250 shares of Common Stock pursuant to the Rights.
(5)		Reflects the redemption of 15,092,126 Viveon Public Shares in connection with the Extension Amendment.
(6)		Excludes 9,000,000 shares of Common Stock issuable upon exercise of the Private Warrants and 1,006,250 shares of Common Stock subject to forfeiture upon exercise of Rights.
(7)		Excludes an aggregate of 6,171,428 Private Warrants (the “Sponsor Earnout Warrants”) pursuant to the Sponsor Earnout Agreement as the earnout contingency has not yet been met. The Sponsor Earnout Warrants are comprised of (i) 5,142,857 outstanding Viveon Private Warrants and (ii) 1,028,571 additional Private Warrants to be issued at the Closing. The Sponsor Earnout Warrants will be deposited into escrow and will be subject to reduction or forfeiture in accordance with the terms of the Sponsor Earnout Agreement.
(8)		Includes an aggregate of 1,725,000 shares of Common Stock (the “Sponsor Earnout Shares”) pursuant to the Sponsor Earnout Agreement. The 1,725,000 Sponsor Earnout Shares are comprised of (i) 1,437,500 outstanding Viveon Founder Shares and (ii) 287,500 additional shares of Common Stock to be issued at the Closing. The Sponsor Earnout Shares will be deposited into escrow and will be subject to reduction or forfeiture in accordance with the terms of the Sponsor Earnout Agreement. The Viveon Initial Stockholders in whose names the Sponsor Earnout Shares are issued at Closing will maintain the right to vote such shares and the right to be paid dividends with respect such shares for so long as the Earnout Shares are not forfeited and/or cancelled.
(9)		Excludes 140,000 shares of Common Stock underlying the Subscription Warrants held by Rom Papadopoulos, Chief Financial Officer of Viveon.

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The following table illustrates varying ownership levels in New Suneva, assuming consummation of the Business Combination, no redemptions and maximum redemptions by Viveon public stockholders, and taking into consideration all potentially dilutive securities:

	Assuming No Redemptions (Shares)	%		Assuming Maximum Redemptions (Shares)	%
Suneva Equityholders(1)(2)(3)	37,258,208	54.0	%	37,258,208	54.0	%
Viveon Public Stockholders(4)(5)	16,101,624	23.3	%	16,078,322	23.3	%
Viveon Initial Stockholders(6)(7)(8)(9)	13,966,786	20.2	%	13,966,786	20.2	%
Subscription Investors(10)	1,710,000	2.5	%	1,710,000	2.5	%
Pro forma Combined Company Common Stock	69,036,618	100.0	%	69,013,316	100.0	%

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(1)		Includes 11,684,445 Earnout Shares of Common Stock issued to Suneva Equityholders. Such shares will be issued at closing and deposited into escrow, and will be subject to reduction or forfeiture in accordance with the terms of the Merger Agreement. The Suneva Equityholders in whose names the Earnout Shares are issued at Closing will maintain the right to vote such shares and the right to be paid dividends with respect such shares for so long as the Earnout Shares are not forfeited and/or cancelled.
(2)		Includes 664,198 shares of Common Stock underlying existing Suneva Options.
(3)		Includes 315,555 shares of Earnout Shares of Common Stock issued and placed into escrow in respect of existing Suneva Options. New Suneva shall retain all rights attributable to ownership of any Earnout Shares placed in escrow in respect of Suneva Options unless and until such Earnout Shares are released to the holders of Suneva Options.
(4)		Includes 10,062,500 shares of Common Stock issuable upon exercise of the Public Warrants and the issuance of 1,006,250 shares of Common Stock pursuant to the Rights.
(5)		Reflects the redemption of 15,092,126 Viveon Public Shares in connection with the Extension Amendment.
(6)		Includes 9,000,000 shares of Common Stock issuable upon exercise of the Private Warrants and excludes 1,006,250 shares of Common Stock subject to forfeiture upon exercise of Rights.
(7)		Includes an aggregate of 6,171,428 Private Warrants (the “Sponsor Earnout Warrants”) pursuant to the Sponsor Earnout Agreement as the earnout contingency has not yet been met. The Sponsor Earnout Warrants are comprised of (i) 5,142,857 outstanding Viveon Private Warrants and (ii) 1,028,571 additional Private Warrants to be issued at the Closing. The Sponsor Earnout Warrants will be deposited into escrow and will be subject to reduction or forfeiture in accordance with the terms of the Sponsor Earnout Agreement.
(8)		Includes an aggregate of 1,725,000 shares of Common Stock (the “Sponsor Earnout Shares”) pursuant to the Sponsor Earnout Agreement. The 1,725,000 Sponsor Earnout Shares are comprised of (i) 1,437,500 outstanding Viveon Founder Shares and (ii) 287,500 additional shares of Common Stock to be issued at the Closing. The Sponsor Earnout Shares will be deposited into escrow and will be subject to reduction or forfeiture in accordance with the terms of the Sponsor Earnout Agreement. The Viveon Initial Stockholders in whose names the Sponsor Earnout Shares are issued at Closing will maintain the right to vote such shares and the right to be paid dividends with respect such shares for so long as the Earnout Shares are not forfeited and/or cancelled.
(9)		Includes 140,000 shares of Common Stock underlying the Subscription Warrants held by Rom Papadopoulos, Chief Financial Officer of Viveon.
(10)		Excludes the 140,000 shares of Common Stock underlying the Subscription Warrants held by Rom Papadopoulos, Chief Financial Officer of Viveon.

Interests of Viveon Directors and Officers

When you consider the recommendation of the Board in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the Sponsor and Viveon’s directors and officers, have interests in such proposals that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• If a proposed Business Combination, or an alternative business combination, is not completed by the Extension Date and Viveon does not obtain shareholder approval to amend the Existing Charter to extend the Extension Date to complete the Business Combination or an alternative business combination transaction, Viveon will be required to dissolve and liquidate. In such event, the 5,031,250 shares of Common Stock currently held by the Initial Stockholders, which were acquired prior to the Viveon IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. Such shares of Common Stock had an aggregate market value of approximately $52.3 million based on the closing price of our Common Stock of $10.40 on the NYSE American as of October 28, 2022. In addition, the deposit made by Viveon to extend the date by which Viveon has to consummate a business combination, which was funded as a loan would not be repaid. As of

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June 30, 2022, approximately $3.4 million was loaned to Viveon to fund such deposits and additional amounts may be loaned if Viveon further extends the deadline for the completion of an initial business combination. If Viveon does not consummate the Business Combination or another initial business combination by the Extension Date and Viveon does not obtain shareholder approval to amend the Existing Charter to extend the Extension Date to complete the Business Combination or another initial business combination transaction, the loans will not be repaid, and such amounts will be included in the distributions to Viveon’s public stockholders upon the liquidation of the Trust Account. See the section titled “Questions and Answers About the Proposals — What happens if the Business Combination is not consummated?);

• with certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date the closing price of our 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 our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination or earlier in either case if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property;

• The exercise of Viveon’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest;

• the Private Warrants purchased by the Sponsor will be worthless if a business combination is not consummated;

• the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

• the fact that Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination.

See “Proposals to be Considered by Viveon Stockholders: Proposal 1 — The Business Combination Proposal — Interests of Viveon’s Directors and Officers and Others in the Business Combination” beginning on page 124 for additional information.

Interests of Suneva Directors and Officers

No named officer or director of Suneva has any special interest in the consummation of the Business Combination. The employment agreements with officers and compensation arrangements with directors already in place with Suneva prior to the consummation of the Business Combination will continue upon completion of the Business Combination. Each director and officer of Suneva will receive securities of Viveon commensurate with their ownership percentages as the other shareholders or convertible security holders of Suneva.

Date, Time and Place of Special Meeting

The Special Meeting will be held on December 21, 2022 at 10:30 a.m., Eastern time, conducted via live webcast at the following address https://www.cstproxy.com/viveon/sm2022. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Viveon recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to physically attend the Special Meeting in person.

Proposals

At the Special Meeting, Viveon stockholders will be asked to consider and vote upon the following Proposals:

Proposal 1. The Business Combination Proposal to approve the Merger Agreement and Business Combination (see the section titled “Proposal 1 — The Business Combination Proposal” for more information);

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Proposal 2. The Charter Amendment Proposal to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter (see the section titled “Proposal 2 — The Charter Amendment Proposal” for more information);

Proposal 3. The Advisory Charter Proposal to approve and adopt, on a non-binding advisory basis, certain differences between the Existing Charter and the Proposed Charter (see the section titled “Proposal 3 — The Advisory Charter Proposal” for more information);

Proposal 4. The NYSE American Proposal to consider and vote on a proposal to approve, for purposes of complying with NYSE American Rules, (i) the issuance of 25,258,208 shares of Viveon Common Stock (or shares of Common Stock underlying options) at the Closing and the resulting change in control in connection with the Business Combination, and (ii) the issuance of up to 12,000,000 shares of Common Stock as Earnout Consideration (see the section titled “Proposal 4 — The NYSE American Proposal” for more information);

Proposal 5. The Directors Proposal to elect, effective as of the consummation of the Business Combination, New Suneva’s board of directors (see the section titled “Proposal 5 — The Directors Proposal” for more information);

Proposal 6. The 2022 Incentive Plan Proposal to approve the 2022 Incentive Plan (see the section titled “Proposal 6 — The 2022 Incentive Plan Proposal” for more information);

Proposal 7. The 2022 ESPP Proposal to approve the 2022 ESPP (see the section titled “Proposal 7 — The 2022 Employee Stock Purchase Plan Proposal” for more information);

Proposal 8. The Existing Charter Amendment Proposal to approve the modification of Article FIFTH (D) in the Existing Charter (see the section titled “Proposal 8 — The Existing Charter Amendment Proposal” for more information); and

Proposal 9. The Adjournment Proposal to approve the adjournment of the Special Meeting (see the section titled “Proposal 9 — The Adjournment Proposal” for more information).

Viveon’s Reasons for the Business Combination.

After careful consideration, Viveon’s Board recommends that Viveon stockholders vote “FOR” each Proposal being submitted to a vote of the Viveon stockholders. For a description of Viveon’s reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section entitled “Proposal 1 — The Business Combination Proposal — The Board’s Reasons for the Approval of the Business Combination.”

Proxy Solicitation

Proxies may be solicited by mail. We have engaged Advantage Proxy to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Viveon Stockholders — Revoking Your Proxy.”

Recommendations of the Board and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Viveon and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by Suneva. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that Viveon stockholders vote:

• FOR the Business Combination Proposal (Proposal 1);

• FOR the Charter Amendment Proposal (Proposal 2);

• FOR each of the Advisory Charter Proposals (Proposal 3);

• FOR the NYSE American Proposal (Proposal 4);

• FOR the Directors Proposal (Proposal 5);

• FOR the 2022 Incentive Plan Proposal (Proposal 6);

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• FOR the 2022 ESPP Plan (Proposal 7);

• FOR the Existing Charter Amendment Proposal (Proposal 8); and

• FOR the Adjournment Proposal (Proposal 9).

Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Special Meeting you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 39 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of Viveon and Suneva’s to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of New Suneva following consummation of the Business Combination. Such risks include, but are not limited to:

Risks Related to Suneva’s Business and Industry

• Suneva is substantially dependent on the commercial success of our current product lines.

• If Suneva’s current and any future product lines and product candidates fail to achieve a broad degree of physician adoption and use, or consumer demand necessary for commercial success, our business, results of operations, financial condition and growth prospects would be adversely affected.

• If there is not sufficient demand for the procedures performed with Suneva’s products, practitioner demand for our products could decline, resulting in unfavorable operating results.

• Suneva’s current or future products may cause serious or undesirable side effects or possess other unexpected properties that could delay or prevent or limit the commercial profile of approved labelling, result in post-approval regulatory action or in product liability lawsuits.

• A recall of Suneva’s products, either voluntarily or at the direction of the FDA or another governmental authority, or the discovery of serious safety issues with our products that leads to corrective actions, could have a significant adverse impact on us.

• If we are found to have improperly promoted off-label uses, or if clinicians misuse our products or use our products off-label, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, sanctions, or product liability claims, and our image and reputation within the industry and marketplace could be harmed.

• Certain of our license and distribution agreements require us to make specified minimum product purchases in furtherance of the commercialization of such products, regardless of whether our commercialization efforts are successful. Such expenditure requirements may adversely affect our cash flows and our ability to operate our business and our prospects for future growth, or may result in the termination of such license and distribution agreements.

• We rely on license, distribution and supply agreements with third parties to market and distribute certain of our products in territories within the United States, China, Mexico and South Korea. Any termination or loss of significant rights, including exclusivity, under such agreements, or adverse actions taken by such third parties that are outside our control, could materially and adversely affect our commercialization of such products in these territories.

• For certain of our products, we rely on sole source third parties to manufacture and supply certain raw materials. If these manufacturers are unable to supply these raw materials or products in a timely manner, or at all, we may be unable to meet customer demand, which would have a material adverse effect on our business.

• Our business involves the use of hazardous materials and we and our third-party manufacturers and suppliers must comply with environmental laws and regulations, which can be expensive and restrict how we do business.

• To successfully market and sell our products internationally, we must expand our distributor network and address many issues which are unique to international sales and marketing.

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• Our annual and quarterly net sales and operating results are unpredictable and may fluctuate significantly from year to year and quarter to quarter due to factors outside our control, which could adversely affect our business, results of operations and the trading price of our common stock.

• We will require substantial additional financing to achieve our goals, and a failure to obtain the necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our operations, including our product development or commercialization efforts.

• Our business is subject to extensive and continuing regulatory compliance obligations. If we fail to obtain and maintain necessary market clearances from the FDA and other marketing authorizations from counterpart foreign regulatory authorities for our products and indications, if clearances or other marketing authorizations for future products and indications are delayed or not issued, if we or any of our third-party suppliers or manufacturers fail to comply with applicable regulatory requirements, or if there are U.S. federal or state level or counterparty foreign regulatory changes, our commercial operations could be harmed.

Risks Related to New Suneva

• The price of New Suneva securities could be volatile following the Business Combination.

• Viveon’s public stockholders may experience dilution as a consequence of, among other transactions, the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that current stockholders have on the management of New Suneva.

• Even if the Business Combination is consummated, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless.

• It may be more difficult to compare New Suneva’s performance to that of other public companies and New Suneva’s securities may be less attractive to investors if New Suneva takes advantage of exemptions from disclosure requirements that are available to an “emerging growth company”.

• Following the consummation of the Business Combination, New Suneva will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.

• Anti-takeover provisions contained in the Proposed Charter and proposed amended and restated bylaws, could impair a takeover attempt.

• Risks Related to Viveon and the Business Combination

• If the Existing Charter Amendment Proposal is not approved by the holders of at least a majority of the issued and outstanding shares of Common Stock and if we are unable to obtain a PIPE financing, or alternate finance agreements in connection with the Business Combination, the ability of our public stockholders to redeem their shares for cash could cause our net tangible assets to be less than $5,000,001, which would prevent us from consummating the Business Combination.

• To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we expect to instruct the trustee to liquidate the securities held in the trust account on or prior to December 22, 2022, and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF VIVEON

Viveon is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The following tables present Viveon’s selected historical financial information as of June 30, 2022 and for the six months ended June 30, 2022 and the year ended December 31, 2021 which was derived from Viveon’s financial statements included elsewhere in this proxy statement/prospectus

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viveon” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

	June 30, 2022
Balance Sheet Data:
Cash and cash equivalents	$	1,462,266
Investments held in trust account	$	51,869,623
Total assets	$	53,389,892
Total liabilities	$	16,614,688
Common stock subject to possible redemption	$	51,770,681
Total stockholders’ deficit	$	(14,995,477	)

	For the Six Months Ended June 30, 2022			For the Year Ended December 31, 2021
Statement of Operations Data:
Loss from operations	$	(1,713,058	)	$	(4,105,787	)
Expensed issuance costs on issuance of subscription warrants		(374,000	)		—
Interest earned on investments held in Trust Account		78,453			20,329
Interest earned on bank account		169			147
Interest expense – amortization of debt discount		(359,289	)		—
Change in fair value of warrant liability		4,527,247			6,575,140
Loss on issuance of subscription warrants		(3,209,183	)		—
Net (loss) income	$	(1,049,661	)	$	2,489,829
Weighted average shares outstanding, basic and diluted		15,478,281			20,125,000
Basic and diluted net (loss) income per common share	$	(0.07	)	$	0.10

	For the Six Months Ended June 30, 2022			For the Year Ended December 31, 2021
Statement of Cash Flows Data:
Net cash used in operating activities	$	(1,023,969	)	$	(2,082,334	)
Net cash provided by investing activities	$	151,491,819		$	—
Net cash used in financing activities	$	(149,400,819	)	$	(619,387	)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties’ ability to close the proposed Business Combination, the anticipated benefits of the proposed Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Viveon and/or Suneva and may include statements for the period following the consummation of the proposed Business Combination. Investors should note that on April 8, 2021, the staff of the SEC issued a public statement entitled “SPACs, IPOs and Liability Risk under the Securities Laws,” in which the SEC staff indicated that there is uncertainty as to the availability of the safe harbor under these Sections in connection with a SPAC merger. In addition, any statements that refer to projections (including EBITDA, adjusted EBITDA, EBITDA margin and revenue projections), forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Viveon and Suneva, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including: risks related to Suneva’s strategies; the ability to complete the proposed business combination due to the failure to obtain approval from Viveon stockholders or satisfy other closing conditions in the definitive merger agreement; the amount of any redemptions by existing holders of Viveon’s common stock; the ability to recognize the anticipated benefits of the business combination, and other risks and uncertainties included under the header “Risk Factors” on page 39 of this proxy statement/prospectus.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Viveon or Suneva “believes” and similar statements reflect such parties beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Viveon or Suneva has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause Viveon’s or, following the consummation of the Business Combination, New Suneva’s actual results to differ include:

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

• the outcome of any legal proceedings that may be instituted against Viveon, Suneva or others following announcement of the Business Combination and the transactions contemplated therein;

• the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the stockholders of Viveon or Suneva or other conditions to closing in the Business Combination;

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• satisfaction or waiver of the conditions to the Business Combination including, among others: (i) approval by Suneva’s and Viveon’s respective stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) no law or order enjoining or prohibiting the consummation of the Merger being in force, (iv) Viveon having at least $5,000,001 of net tangible assets as of the Closing (unless Proposal 8 is passed and then Viveon can rely on another exclusion from the “penny stock rules”), (v) receipt of conditional approval for listing on the NYSE American of the shares of Viveon Common Stock to be issued in connection with the Merger, (vi) the effectiveness of this registration statement on Form S-4, (vii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (viii) the approval of the Extension Proposal, which occurred at the Annual Meeting, (ix) no material adverse effect on either party having occurred since signing that is continuing at Closing and (x) solely as relates to Suneva’s obligation to consummate the Merger, Viveon having at least $30,000,000 of available cash at the Closing net of Company Expenses and Parent Expenses (each as defined in the Merger Agreement);

• the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

• the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of New Suneva to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

• costs related to the proposed Business Combination;

• the possibility that Viveon or Suneva may be adversely impacted by other economic, business, and/or competitive factors; and

• other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.

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RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of New Suneva and our business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Common Stock at the Special Meeting. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flow, financial condition and results of operations of New Suneva following the Business Combination, as well as additional risks and uncertainties that are not presently known, or that are currently deemed immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of Suneva and notes to the financial statements included herein.

Risks Related to Suneva’s Business and Industry

Unless the context otherwise requires, all references in this “Risks Related to Suneva’s Business and Industry” section to “we,” “us,” “our,” or the “Company” refer to Suneva Medical, Inc. prior to the consummation of the Business Combination.

We are substantially dependent on the commercial success of our current product lines.

Our success is substantially dependent on our ability to continue to generate and grow revenue from the sales of our current products, which include Bellafill®, INSTALIFT, PLASMA IQ ™, dermapose, PUREGRAFT, SERUGLOWMD and amplifine, which will depend on many factors including, but not limited to, our ability to:

• develop and execute our sales and marketing strategies and maintain and manage the necessary sales, marketing and other capabilities and infrastructure that are required to successfully commercialize our products;

• achieve, maintain and grow market acceptance of, and demand for our current products;

• establish or demonstrate in the medical community the safety and efficacy of our regenerative aesthetic products and their potential advantages over and side effects in comparison to, existing competing products and devices and products currently in development;

• offer our products at competitive prices as compared to alternative options, and our ability to achieve a suitable profit margin from the sales of our products;

• adapt to any changes regarding our labelling that could place restrictions on how we market and sell our products;

• comply with applicable legal and regulatory requirements, including medical device compliance;

• maintain our distribution and supply arrangements with third parties; and

• enforce our intellectual property rights related to current and future products, if any.

If we do not achieve one or more of these factors, many of which are beyond our control, in a timely manner or at all, we may not be able to continue to generate and grow revenue from the sales of our current products, which may materially impact the success of our business.

We are subject to a number of distribution agreements whereby we are required to purchase a minimum number of specific products that we may be unable to sell in quantities large enough to offset our costs in these agreements, which may materially impact our balance sheet, cash flows and ability to continue operations.

As further described in the section of this Prospectus titled “Information about Suneva — Material Agreements”, we are required to purchase annual, and in certain cases, quarterly, minimum amounts under distribution agreements with Healeon Medical, Puregraft, Sinclair Pharma US, Neauvia North America, Sanwell Medical Equipment co. Ltd.,

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Circa Skin, and Aurastem. On March 30, 2022, Suneva was notified by Aurastem that Suneva had failed to meet its minimum purchase obligation for 3,000 units of Dermapose for the period December 16, 2021 through March 15, 2022, or approximately $450,000. Notwithstanding the receipt of the notice of default, Suneva has reached an agreement in principle with Aurastem to amend and restate the agreement whereby (i) Suneva will pay $900,000 over a one year period to Aurastem in penalties, (ii) Aurastem will repurchase approximately $125,000 of Dermapose held in inventory by Suneva and will additionally receive additional inventory for no further payment, (iii) the parties will have co-exclusivity regarding the Dermapose product in North America and (iv) after 12 months, Suneva will not sell the products to any party without prior written consent of Aurastem. Pursuant to the foregoing agreements, as of June 30, 2022, we are required to purchase approximately $34.8 million additional aggregate products under these agreements. Given our limited operating capital, history of losses, current cash flows, and expectation that we will incur significant cost and expense as we attempt to increase our sales and marketing efforts, there can be no assurances that we will be able to meet our ongoing obligations under these agreements and we may become in default, resulting in potential penalties, as well as the potential loss of certain of our exclusive product distribution rights under certain of these agreements. Please see a description of Suneva’s material agreements in the section of this Prospectus titled “Information About Suneva — Material Agreements”.

Further, on October 17, 2022, Suneva received a notice of termination from Neavuia North America stating that Neauvia will terminate the distribution agreement with Suneva on November 16, 2022, if the outstanding balance $2,575,850 is not paid prior to such date. There can be no assurances that given Suneva’s limited operating capital and ongoing obligations, that it will be able to pay its outstanding obligations under this Agreement to cure the outstanding amounts owed. Accordingly, Suneva would lose the rights to sell the Plasma IQ products on such date if not cured.

If our current and any future product lines and product candidates fail to achieve a broad degree of physician adoption and use, or consumer demand necessary for commercial success, our business, results of operations, financial condition and growth prospects would be adversely affected.

Our current and future products may fail to gain sufficient market acceptance by physicians, consumers and others in the regenerative aesthetics community. The commercial success of our current products, including Bellafill®, INSTALIFT, PLASMA IQ ™, dermapose, PUREGRAFT, SERUGLOWMD and amplifine, and any future product candidates will depend significantly on the broad adoption and use of the resulting product by physicians for approved indications. We are aware that other companies are seeking to develop alternative products and treatments, any of which could impact the demand for our current products.

The degree and rate of physician adoption of our current products and any future product candidates depend on a number of factors, including the cost, profitability to our customers, consumer demand, characteristics, and effectiveness of the product. Our success will also depend on our ability to create compelling marketing programs, train our customers, and our ability to overcome any biases that physicians or consumers may have toward the use, safety and efficacy of existing products over those that we offer or intend to offer. Moreover, our competitors may utilize negative selling efforts or offer more compelling marketing or discounting programs than we are able to offer, including by bundling multiple aesthetic products to provide a more comprehensive product offering than we can.

Our current products address elective procedures, the cost of which must be borne by the consumer. We do not expect costs related to use of our products to be reimbursable through any third-party payor, such as government or private health insurance. Accordingly, a consumer’s decision to undergo treatment with our current products may be significantly influenced by cost, as well as a number of other factors, including efficacy, safety, perception, marketing programs for, and physician recommendations versus competitive products or procedures. Moreover, consumer demand may fluctuate over time as a result of consumer or physician sentiment about the benefits and risks of aesthetic procedures generally and those related to our products in particular, changes in demographics and social trends, and general consumer confidence and consumer discretionary spending. Each of these may be impacted by multiple factors that are difficult to predict and frequently beyond our control, such as the COVID-19 outbreak, economic and political conditions. If our current or any future product candidates fail to achieve the broad degree of physician adoption or the requisite consumer demand, our operating results and financial condition will be adversely affected, which may delay, prevent or limit our ability to generate revenue and continue our business.

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We have a limited operating history and have incurred operating losses in the past, anticipate incurring operating losses in the near future, and we may not achieve profitability.

We have limited operating history of generating revenue and have incurred losses in each year since commencing operations in 2009, at which time the company acquired the Artefill assets and rebranded as Suneva Medical. To date, we have invested substantially all of our efforts and financial resources in (i) acquiring the rights to market and distribute INSTALIFT, PLASMA IQ ™, dermapose, PUREGRAFT, SERUGLOWMD and amplifine and (ii) the development, regulatory approval, and launch of Bellafill®, our only internally developed and owned product line.

In 2019, our sole product was Bellafill®. Commencing in 2019, we acquired the rights to market, distribute and sell INSTALIFT, PLASMA IQ ™, dermapose, PUREGRAFT, SERUGLOWMD and amplifine through several separate transactions and agreements. We have a limited operating history related to the sale of our line of products upon which you can evaluate our business and prospects. Consequently, any predictions about our future success, performance or viability may not be as accurate as they could be if we had a longer operating history or greater experience commercializing products. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in the regenerative aesthetics field. We continue to incur significant expenses. We have recorded net losses of $16.1 million and $16.1 million for the years ended December 31, 2021, and 2020, respectively, and had an accumulated deficit as of December 31, 2021, of $203.8 million. Additionally, we have recorded net losses of $17.7 million and $4.6 million for the six month periods ended June 30, 2022 and 2021. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will continue as we commercialize our current products. Our ability to achieve revenue and profitability is dependent on our ability to successfully market and commercialize our current product lines. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our prior losses, combined with expected future losses, may adversely affect our business prospects and our ability to raise capital and continue operations.

If there is not sufficient demand for the procedures performed with our products, practitioner demand for our products could decline, resulting in unfavorable operating results.

Continued expansion of the market for our regenerative aesthetic products and the procedures associated therewith is a material assumption of our business strategy. Most procedures performed using our products are elective procedures and are therefore not reimbursable through government or private health insurance, so that the cost must be borne by the consumer. The decision to utilize our products may therefore be influenced by a number of factors, including:

• Physician adoption of our regenerative aesthetic products.

• the cost of procedures performed using our products;

• the cost, safety and effectiveness of alternative treatments;

• the success of our sales and marketing efforts;

• the education of our customers and their patients on the benefits and uses of our products compared to competitors’ products and technologies;

• consumer disposable income and access to consumer credit; and

• consumer confidence, which may be impacted by economic and political conditions.

If, as a result of these factors, there is insufficient demand for the procedures performed with our products, practitioner demand for our products could decline, which would result in less consumer procedures and could have a material adverse effect on our results of operations.

Our success depends largely upon consumer satisfaction with the effectiveness of our products.

In order to generate repeat and referral business, consumers must be satisfied with the effectiveness of our products. Our regenerative aesthetic products and procedures are cosmetic in nature and the success of the results are highly subjective. Accordingly, patient perception of their results may greatly vary even if our products and procedures associated therewith are objectively successful. If consumers are not satisfied with the aesthetic benefits of our products, or feel that they are too expensive for the results obtained, our reputation and future sales could suffer.

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Worldwide economic and market conditions, an unstable economy, a decline in consumer demand or spending levels for our products and other adverse developments, including inflation, could adversely affect our business, results of operations and liquidity.

Many economic and other factors are outside of our control, including general economic and market conditions, consumer and commercial credit availability, inflation, unemployment, consumer debt levels and other challenges affecting the global economy, including the ongoing COVID-19 pandemic. Increases in the rates of unemployment, reduced access to credit and issues related to domestic and international politics may adversely affect consumer confidence and disposable income levels. Lower consumer confidence and disposable incomes could lead to reduced consumer spending and lower demand for our products and services. Decreases in the number of physicians and physician offices or financial hardships for physicians may also adversely affect distribution channels of our products. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption. In addition, historically, during economic downturns, there have been reductions in spending on elective procedures as well as pressure for extended billing terms and other financial concessions. The adverse impact of economic downturns may be particularly acute among small and medium-sized plastic surgery and dermatology practices offering elective aesthetic procedures, which comprise the majority of our customer base. While Suneva has not specifically identified any material impact to its operations based on recent inflationary pressures, historically during inflationary periods, individuals tend to reduce discretionary spending, which would include aesthetic medical procedures, such as those of Suneva. If economic conditions deteriorate, current and prospective customers of our products could cancel procedures which would limit our ability to grow our business. The COVID-19 pandemic has resulted in an economic recession characterized by business closures and limited social interaction as well as higher levels of unemployment and reductions in working hours. Elective aesthetic procedures are discretionary and likely less of a priority for those patients that have lost their jobs, are furloughed, have reduced work hours or have to allocate their cash to other priorities and essential items. Even after the COVID-19 pandemic subsides, we may continue to experience negative impacts to our business and financial results due to the continued perceived risk of infection or concern of a resurgence of the COVID-19 outbreak as well as COVID-19’s global economic impact, including decreases in consumer discretionary spending and any economic slowdown or recession that has occurred or may occur in the future. A severe or prolonged economic downturn could also limit our ability to raise additional capital when needed on acceptable terms, if at all. These factors could have a negative impact on our potential sales and operating results.

Our failure to successfully in-license, acquire, develop and market additional products would impair our ability to grow our business.

A key element of our long-term strategy is to in-license, acquire, develop, market and commercialize a portfolio of products to serve the self-pay regenerative aesthetic market. Because our internal research and development capabilities are limited, we may be dependent upon other companies, academic scientists, and other researchers to sell or license products or technology to us. The success of this strategy depends partly upon our ability to identify and select promising pharmaceutical product candidates and products, negotiate licensing or acquisition agreements with their current owners and finance these arrangements.

The process of proposing, negotiating, and implementing a license or acquisition of a product candidate or approved product is lengthy and complex. Other companies, including some with substantially greater financial, marketing, sales and other resources, may compete with us for the license or acquisition of product candidates and approved products. We have limited resources to identify and execute the acquisition or in-licensing of third-party products, businesses and technologies and integrate them into our current infrastructure. Moreover, we may devote resources to potential acquisitions or licensing opportunities that are never completed, or we may fail to realize the anticipated benefits of such efforts. We may not be able to acquire the rights to additional product candidates on terms that we find acceptable, or at all.

Further, any product candidates that we acquire may require additional development efforts prior to commercial sale, including approval by the FDA, the EMA and other similar regulatory authorities. All product candidates are prone to risks of failure during product development, including the possibility that a product candidate will not be shown to be sufficiently safe and effective for approval by regulatory authorities. In addition, any approved products that we acquire may not be manufactured or sold profitably or achieve market acceptance.

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We may not successfully integrate newly acquired product lines into our business operations or realize the benefits of our partnerships with other companies, acquisitions of complementary products or technologies or other strategic alternatives.

Historically we have acquired or gained the rights to our product lines through in-licensing, entering into distribution and supply agreement, acquisition, partnerships and other strategic alternatives. As a result of these acquisitions, we have undergone substantial changes to our business and product offerings in a short period of time. Additionally, in the future, we may consider other opportunities to partner with or acquire other businesses, products or technologies that may enhance our product platform or technology, expand the breadth of our markets or customer base or advance our business strategies.

Although we have previously been successful in integrating such products and technologies into our business and operations, there can be no assurances that we will continue to do so in the future. If we fail to successfully integrate collaborations, assets, products or technologies, or if we fail to successfully exploit acquired product or distribution rights, our business could be harmed. Furthermore, we may have to incur debt or issue equity securities in connection with proposed collaborations or to pay for any product acquisitions or investments, the issuance of which could be dilutive to our existing shareholders. Identifying, contemplating, negotiating or completing a collaboration or product acquisition and integrating an acquired product or technology could significantly divert management and employee time and resources.

Moreover, integrating new product lines with that of our own is a complex, costly and time-consuming process, which requires significant management attention and resources. The integration process may disrupt our existing operations and, if implemented ineffectively, would preclude realization of the full benefits that are expected. Our failure to meet the challenges involved in successfully integrating our acquisitions in order to realize the anticipated benefits may cause an interruption of, or a loss of momentum in, our operating activities and could adversely affect our results of operations. Potential difficulties, costs, and delays we may encounter as part of the integration process may include:

• distracting management from day-to-day operations;

• an inability to achieve synergies as planned;

• risks associated with the assumption of contingent or other liabilities;

• adverse effects on existing business relationships with suppliers or customers;

• inheriting and uncovering previously unknown issues, problems and costs from the acquired product lines;

• uncertainties associated with entering new markets in which we have limited or no experience;

• increased legal and accounting costs relating to the product line or compliance with regulatory matters;

• delays between our expenditures to acquire new products, technologies or businesses and generating net sales from those acquired products, technologies or businesses; and

• increased difficulties in managing our business due to increased personnel, increased data and information to analyze, and the potential addition of international locations.

Any one or all of these factors may increase operating costs or lower anticipated financial performance. Many of these factors are also outside of our control. In addition, even if new product lines or businesses are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or sales or growth opportunities that we expect or within the anticipated time frame. Additional unanticipated costs may be incurred in the integration of product lines or businesses. All of these factors could decrease or delay the expected accretive effect of the transaction, and negatively impact the price of our common stock. The failure to integrate any acquired product line or business successfully would have a material adverse effect on our business, financial condition and results of operations.

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We may pursue acquisitions, which involve a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions could harm our business.

We may in the future acquire businesses, products or technologies to expand our offerings and capabilities, user base and business. We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions; however, we have limited experience completing or integrating acquisitions. Any acquisition could be material to our financial condition and results of operations and any anticipated benefits from an acquisition may never materialize. In addition, the process of integrating acquired businesses, products or technologies may create unforeseen operating difficulties and expenditures. Acquisitions in international markets would involve additional risks, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

The process of integrating an acquired business, product or technology can create unforeseen operating difficulties, expenditures and other challenges such as:

• potentially increased regulatory and compliance requirements;

• implementation or remediation of controls, procedures and policies at the acquired company;

• diversion of management time and focus from operation of its then-existing business to acquisition integration challenges;

• coordination of product, sales, marketing and program and systems management functions;

• transition of the acquired company’s users and providers onto our systems;

• retention of employees from the acquired company;

• integration of employees from the acquired company into our organization;

• integration of the acquired company’s accounting, information management, human resources and other administrative systems and operations into our systems and operations;

• liability for activities of the acquired company prior to the acquisition, including violations of law, commercial disputes and tax and other known and unknown liabilities; and

• litigation or other claims in connection with the acquired company, including claims brought by terminated employees, providers, former stockholders or other third parties.

We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operational problems and if we were unable to address such risks successfully our business could be harmed.

Our products face, and any of our future product candidates may face, significant competition and our failure to effectively compete may prevent us from achieving significant market penetration and expansion.

We are in the highly competitive aesthetics market. Successful competitors in our market have the ability to efficiently and effectively develop or acquire products, obtain patents, develop, test and obtain regulatory approvals for products, and effectively commercialize, market and promote approved products, including communicating the safety and value of products to actual and prospective customers and medical staff. Numerous companies are engaged in developing, patenting, manufacturing and marketing products which we expect will compete with our products. Many of these competitors are large, experienced companies that enjoy significant competitive advantages, such as substantially greater financial, research and development, manufacturing, testing, personnel and marketing resources, greater brand recognition and more experience and expertise in obtaining marketing approvals from the FDA and other regulatory authorities. It is possible that competitors will succeed in developing technologies that are safer, more effective, more convenient or that have a lower cost of goods and price than our product or products being developed by us, or that would render our products and technology obsolete or noncompetitive. Competition could also result in reduced profit margins and limited sales, which would harm our business, financial condition and results of operations.

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Significant safety or efficacy issues could arise for our products or product candidates, which could have a material adverse effect on our revenues and financial condition.

Adverse events or safety concerns involving our current products or that of our collaborator’s other approved product candidates could result in the U.S. Food and Drug Administration (“FDA”) or other regulatory authorities withdrawing approval of our current products for any or all indications that have approval, including the use of Bellafill®, our dermal filler for specified aesthetic indications and delay or prevent us or our collaborators from obtaining additional regulatory approval for other products. Users of our products may experience serious adverse events that require submission of postmarketing safety or medical device reports to the FDA. Adverse events, including with respect to similar products manufactured and distributed by our competitors may also negatively impact demand for our products which could result in reduced sales.

Our current or future products may cause serious or undesirable side effects or possess other unexpected properties that could delay or prevent their regulatory approval, limit the commercial profile of approved labelling, result in post-approval regulatory action or in product liability lawsuits.

Unforeseen side effects from our current or future products could arise either during development or after marketing such product. Undesirable side effects caused by product candidates could cause us or regulatory authorities to interrupt, modify, delay or halt any clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA, the European Medicines Agency (“EMA”) or similar regulatory authorities. Results of trials could reveal a high and unacceptable severity and prevalence of side effects. In such an event, trials could be suspended or terminated and the FDA, the EMA or similar regulatory authorities could order us to cease further development of, or deny approval of, our products or product candidates for any or all targeted indications. Any of these occurrences may harm our business, financial condition, operating results and prospects.

Additionally, if we or others identify undesirable side effects, or other previously unknown problems, caused by our current or future products, after obtaining regulatory approval in the United States or other jurisdictions, a number of potentially negative consequences could result, including regulatory authorities withdrawing approval or limiting the marketing of our products, requiring a recall of the product, requiring additional warnings on our product labelling or medication guides or instituting Risk Evaluation and Mitigation Strategies, or REMS. In order to mitigate these risks, regulatory authorities may require additional costly clinical trials or costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. As a result of any of these actions our sales of the product may decrease significantly, we may be required to expend material amounts to comply with any requirements of the regulatory authorities, we could be sued in a product liability lawsuit and held liable for harm caused to patients, and our brand and reputation may suffer.

A recall of our products, either voluntarily or at the direction of the FDA or another governmental authority, or the discovery of serious safety issues with our products that leads to corrective actions, could have a significant adverse impact on us.

The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDA’s authority to require a recall must be based on an FDA finding that there is reasonable probability that the device would cause serious injury or death. Manufacturers may also, under their own initiative, recall a product if any material deficiency in a device is found or withdraw a product to improve device performance or for other reasons. The FDA requires that certain classifications of recalls be reported to the FDA within 10 working days after the recall is initiated. A government-mandated or voluntary recall by us or one of our distributors could occur as a result of a perceived or actual unacceptable risk to health, component failures, malfunctions, manufacturing errors, design or labelling defects or other deficiencies and issues. Regulatory agencies in other countries have similar authority to recall devices because of material deficiencies or defects in design or manufacture that could endanger health. Any recall would divert management attention and financial resources and could cause the price of our stock to decline, expose us to product liability or other claims and harm our reputation with customers. Such events could impair our ability to produce our products in a cost-effective and timely manner in order to meet customer demands. A recall involving our silicone gel breast implants could be particularly harmful to our business, financial and operating results. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA or similar foreign governmental authorities. We may initiate voluntary recalls involving our products in the future that we determine do not require notification of the FDA or foreign governmental authorities.

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If the FDA or foreign governmental authorities disagree with our determinations, they could require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect our sales. In addition, the FDA or a foreign governmental authority could take enforcement action for failing to report the recalls when they were conducted.

In addition, under the FDA’s medical device reporting regulations, we are required to report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. Repeated product malfunctions may result in a voluntary or involuntary product recall. We are also required to follow detailed record-keeping requirements for all self-initiated medical device corrections and removals, and to report such corrective and removal actions to the FDA if they are carried out in response to a risk to health and have not otherwise been reported under the medical device reporting regulations. Depending on the corrective action we take to address a product’s deficiencies or defects, the FDA may require, or we may decide, that we need to obtain new approvals or clearances for the device before marketing or distributing the corrected device. Seeking such approvals or clearances may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including FDA warning letters, product seizure, injunctions, administrative penalties, or civil or criminal fines. We may also be required to bear other costs or take other actions that may have a negative impact on our sales as well as face significant adverse publicity or regulatory consequences, which could harm our business, including our ability to market our products in the future.

Any adverse event involving our products, whether in the United States or abroad, could result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection, mandatory recall or other enforcement action. Any corrective action, whether voluntary or involuntary, will likely oblige us to defend ourselves in resulting lawsuits, and will require the dedication of our time and capital, distract management from operating our business and may harm our reputation and financial results.

Any negative publicity concerning our products could harm our business and reputation and negatively impact our financial results.

The reactions of potential patients, physicians, the news media, legislative and regulatory bodies and others to information about complications or alleged complications of our products could result in negative publicity and could materially reduce market acceptance of our products. These reactions, or any investigations and potential resulting negative publicity, may have a material adverse effect on our business and reputation and negatively impact our financial condition, results of operations or the market price of our common stock. In addition, significant negative publicity could result in an increased number of product liability claims against us.

If we are found to have improperly promoted off-label uses, or if clinicians misuse our products or use our products off-label, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, sanctions, or product liability claims, and our image and reputation within the industry and marketplace could be harmed.

The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about regulated products, such as Bellafill®. In particular, a product may not be promoted for uses or indications that are not approved by the FDA or other similar regulatory authorities as reflected in the product’s approved labelling. For Bellafill®, the approved labelling is for the correction of nasolabial folds and moderate to severe, atrophic, distensible facial acne scars on the cheek in patients over the age of 21 years. Physicians could use Bellafill® on their patients in a manner that is inconsistent with the approved label, potentially including for the treatment of other aesthetic or therapeutic indications. If we are found to have promoted such off-label uses, we may receive warning letters from and be subject to other enforcement actions by the FDA, the EMA and other regulatory agencies, and become subject to significant liability, which would materially harm our business. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. If we become the target of such an investigation or prosecution based on our marketing and promotional practices, we could face similar sanctions, which would materially harm our business. In addition, management’s attention could be diverted from our business operations, significant legal expenses could be incurred, and our reputation could be damaged. The FDA has also required that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed in order to resolve FDA enforcement actions. If we are deemed by the FDA to have engaged in the promotion of our products for off-label use, we could be subject to FDA prohibitions or other restrictions on the sale or marketing of our products and other operations or significant fines and penalties, and the imposition of these sanctions could also affect our reputation and position within the industry. In addition, regulatory authorities outside the United States may impose similar fines, penalties or sanctions.

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Physicians may also misuse Bellafill®, or our other current or future product or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If our current or future products are misused or used with improper techniques or are determined to cause or contribute to consumer harm, we may become subject to costly litigation by our customers or their patients. Product liability claims could divert management’s attention from our core business, be expensive to defend, result in sizable damage awards against us that may not be covered by insurance and subject us to negative publicity resulting in reduced sales of our products. Furthermore, the use of our current or future products for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and consumers. Any of these events could harm our business and results of operations and cause our stock price to decline.

If we are unable to educate clinicians on the safe, effective and appropriate use of our products and designed surgeries, we may experience increased claims of product liability and may be unable to achieve our expected growth.

Certain of our products require the use of specialized techniques and/or product-specific knowledge. It is critical to the success of our business to broadly educate clinicians who use or desire to use our products in order to provide them with adequate instructions in the appropriate use of our products. It is also important that we educate our other customers and patients on the risks associated with our products. Failure to provide adequate training and education could result in, among other things, unsatisfactory patient outcomes, patient injury, negative publicity or increased product liability claims or lawsuits against us, any of which could have a material and adverse effect on our business and reputation. We make extensive educational resources available to clinicians and our other customers in an effort to ensure that they have access to current treatment methodologies, are aware of the advantages and risks of our products, and are educated regarding the safe and appropriate use of our products. However, there can be no assurance that these resources will successfully prevent all negative events and if we fail to educate clinicians, our other customers and patients], they may make decisions or form conclusions regarding our products without full knowledge of the risks and benefits or may view our products negatively. In addition, claims against us may occur even if such claims are without merit and/or no product defect is present, due to, for example, improper surgical techniques, inappropriate use of our products, or other lack of awareness regarding the safe and effective use of our products. Any of these events could harm our business and results of operations.

If we are unable to train customers on the safe and appropriate use of our products, we may be unable to achieve our expected growth.

It is critical to the success of our commercialization efforts to train a sufficient number of customers and provide them with adequate instruction in the safe and appropriate use of our products. This training process may take longer than expected and may therefore affect our ability to increase sales. Following completion of training, we rely on the trained customers to advocate the benefits of our products in the marketplace. Convincing our customers to dedicate the time and energy necessary for adequate training is challenging, and we cannot assure you that we will be successful in these efforts. If we cannot attract potential new customers to our education and training programs, we may be unable to achieve our expected growth. If our customers are not properly trained, they may misuse or ineffectively use our products. This may also result in, among other things, unsatisfactory patient outcomes, patient injury, negative publicity or lawsuits against us, any of which could have an adverse effect on our business and reputation.

Certain of our license and distribution agreements require us to make specified minimum product purchases in furtherance of the commercialization of such products, regardless of whether our commercialization efforts are successful. Such expenditure requirements may adversely affect our cash flows and our ability to operate our business and our prospects for future growth, or may result in the termination of such license and distribution agreements.

Certain of our license, distribution and supply agreements require us to make specified annual minimum purchases, regardless of whether our commercialization efforts are successful. If we fail to meet the annual minimum purchase amounts, the counter-party has the right to terminate such agreements. If our commercialization efforts are unsuccessful, there can be no assurance that we will have sufficient cash flow to comply with such minimum purchase requirements. Our inability to meet such requirements could, among other things:

• require us to dedicate a substantial portion of available cash flow to meet the minimum expenditure requirements, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

• limit flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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• limit our ability to engage in strategic transactions or implement our business strategies;

• place us at a disadvantage compared to our competitors; and

• result in the loss of our ability to market and sell one or more of our products.

Any of the factors listed above could materially and adversely affect our business and our results of operations.

We have received a notice of default regarding our minimum purchase obligations under our distribution agreement with Aurastem/Bimini.

On March 30, 2022, Suneva was notified by Aurastem that Suneva had failed to meet its minimum purchase obligation for 3,000 units of Dermapose for the period December 16, 2021 through March 15, 2022, or approximately $450,000. Subsequent to the receipt of the notice of default, Suneva reached an agreement in principle with Aurastem to amend and restate the agreement whereby (i) Suneva will pay $900,000 over a one year period to Aurastem in penalties, (ii) Aurastem will repurchase approximately $125,000 in inventory held by Suneva and will additionally receive additional inventory for no further payment, (iii) the parties will have co-exclusivity regarding the Dermapose product in North America and (iv) after 12 months, Suneva will not sell the products to any party without prior written consent of Aurastem.

We have received a notice of termination, to be effective on November 16, 2022, regarding our failure to pay invoices under our distribution agreement with Neauvia North America.

On June 3, 2022, Suneva received a notice of breach from Neauvia stating that Suneva had failed to pay outstanding invoices of approximately $3.1 million. In addition to the outstanding invoices, the distribution agreement contains minimum purchase requirements of 14.5 million for the remaining term of the Agreement. Upon written notice of at least 60 days of a breach that is not cured, Neauvia would have the right to terminate this Agreement. In the event of such termination Suneva would lose its exclusive third party right to distribute the Plasma IQ products in USA and Canada under the distribution agreement, which may have a material impact on our business plan and future business prospects. Suneva is currently in settlement discussions to amend the agreement and cure any outstanding breaches.

We rely on license, distribution and supply agreements with third parties to market and distribute certain of our products in territories within the United States, China, Mexico and South Korea. Any termination or loss of significant rights, including exclusivity, under such agreements, or adverse actions taken by such third parties that are outside our control, could materially and adversely affect our commercialization of such products in these territories.

We have secured certain exclusive and non-exclusive licensing, distribution and supply agreements to manufacture, market and distribute certain of our products in territories within the United States, China, Mexico, Canada and South Korea. Certain of the agreements contain conditions related to exclusivity, territorial rights, development, commercialization, funding, payment, diligence, sublicensing, intellectual property protection and other matters which, if not met, could adversely affect our business. In many instances, the agreements provide that the counter-party may terminate the agreement if we fail to achieve minimum annual purchase targets. Any termination or loss of significant rights, including exclusivity, under such agreements, or adverse actions taken by such third parties that are outside our control, could materially and adversely affect our commercialization of such products in these territories and our business and prospects in general.

For certain of our products, we rely on sole source third parties to manufacture and supply certain raw materials. If these manufacturers are unable to supply these raw materials or products in a timely manner, or at all, we may be unable to meet customer demand, which would have a material adverse effect on our business.

We currently depend on sole source, third party manufacturers, to manufacture and supply certain raw materials and products. We cannot assure you that these manufacturers will be able to provide these raw materials, and products in quantities that are sufficient to meet demand in a timely manner, or at all, which could result in decreased revenues and

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loss of market share. There may be delays in the manufacturing process over which we have no control, including shortages of raw materials, labor disputes, backlogs and failure to meet FDA standards. We are aware that certain of our sole source manufacturers also rely on sole source suppliers with respect to materials used in our products. We rely on our third-party manufacturers to maintain their manufacturing facilities in compliance with FDA and other federal, state and/or local regulations including health, safety and environmental standards. If they fail to maintain compliance with FDA or other critical regulations, they could be ordered to suspend, curtail or cease operations, which would have a material adverse impact on our business. Increases in the prices we pay our manufacturers, interruptions in our supply of raw materials or products, or lapses in quality, such as failures to meet our specifications and other regulatory requirements, could materially adversely affect our business. Any manufacturing defect or error discovered after our products have been produced and distributed could result in significant consequences, including costly recall procedures and damage to our reputation. Our ability to replace an existing manufacturer may be difficult, because the number of potential manufacturers is limited. If we do undertake to negotiate terms of supply with another manufacturer or other manufacturers, our relationships with our existing manufacturers could be harmed. Any interruption in the supply of raw materials or products, or the inability to obtain these raw materials or products from alternate sources in a timely manner, could impair our ability to meet the demands of our customers, which would have a material adverse effect on our business.

We currently use and may continue to use third-party collaborators to help us develop, validate or commercialize any new products, and our ability to commercialize such products could be impaired or delayed if these collaborations are unsuccessful.

We may continue to license or selectively pursue strategic collaborations for the development, validation and distribution of our current and future products. In any third-party collaboration, we are dependent upon the success of the collaborators to perform their responsibilities and continue cooperation. Our collaborators may not perform their obligations under our agreements with them or cooperate with us. We cannot control the amount and timing of our collaborators’ resources that will be devoted to performing their responsibilities under our agreements with them. Our collaborators may choose to pursue alternative technologies in preference to those being developed in collaboration with us. The development, validation and commercialization of our product candidates will be delayed if collaborators fail to perform their obligations in a timely manner or in accordance with applicable regulatory requirements or if they breach or terminate their collaboration agreements with us. Any such delay could materially adversely affect our business and operations.

If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of any future products we develop.

We face an inherent risk of product liability lawsuits as a result of commercializing and undergoing testing of certain of our products. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our products. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

• decreased demand for our current or future product;

• injury to our reputation and significant negative media attention;

• withdrawal of trial participants or cancellation of trials;

• costs to defend the related litigation;

• a diversion of management’s time and our resources;

• substantial monetary awards to trial participants or patients;

• loss of revenue;

• an increase in product liability insurance premiums or an inability to maintain product liability insurance coverage; and

• the inability to commercialize our current or future products.

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Our inability to obtain and maintain sufficient product liability insurance at an acceptable cost and scope of coverage to protect against potential product liability claims could prevent or inhibit the commercialization of our current or future products. We currently carry product liability insurance. Although we maintain such insurance, any claim that may be brought against us could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of our insurance coverage. Our insurance policies also have various exclusions and deductibles, and we may be subject to a product liability claim for which we have no coverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Moreover, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses.

Our business involves the use of hazardous materials and we and our third-party manufacturers and suppliers must comply with environmental laws and regulations, which can be expensive and restrict how we do business.

Our sales, marketing, research and development and manufacturing activities and our third-party manufacturers’ and suppliers’ activities involve the controlled storage, use and disposal of hazardous materials and compounds owned by us. We and our manufacturers and suppliers are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. In some cases, these hazardous materials and various wastes resulting from their use are stored at our and our manufacturers’ facilities pending their use and disposal. We cannot eliminate the risk of contamination, which could cause an interruption of our commercialization efforts, research and development efforts and business operations, environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. Although we believe that the safety procedures we and our third-party manufacturers utilize for handling and disposing of these materials generally comply with the standards prescribed by these laws and regulations, we cannot guarantee that this is the case or eliminate the risk of accidental contamination or injury from these materials. In such an event, we may be held liable for any resulting damages and such liability could exceed our resources and state or federal or other applicable authorities may curtail our use of certain materials and interrupt our business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance.

We forecast the demand for commercial and clinical quantities of our products and product candidates, and if our forecasts are inaccurate, we may experience delays in shipments, increased inventory costs or inventory levels, and reduced cash flow.

We purchase certain of our products from suppliers pursuant to supply and distribution agreements. Pursuant to such agreements, we submit forecasts of anticipated product orders to the supplier, from time to time, and submit purchase orders on the basis of these forecasting requirements. Our limited historical experience may not provide us with enough data to accurately predict future demand. If our business significantly expands, our demand for commercial products would increase and our current suppliers may be unable to meet our increased demand. In addition, our products will have fixed future expiration dates. If we overestimate the demand for our products, we will have excess inventory, which may have to be disposed of if such inventory exceeds approved expiration dates, which would result in lost revenues and increase our expenses. For those distribution agreements requiring minimum inventory purchases, we could accumulate excess inventory positions if actual sales are not at sufficient levels based on these minimums. For purposes of example, we are required to purchase annual minimum inventory levels from Neauvia for the Plasma ID product. At June 30, 2022 we had 1,584 units in inventory. Based on current sales trends, it would require eight years to sell down this inventory. If we underestimate demand for our products, we may have inadequate inventory, which could interrupt, delay or prevent delivery of our products to our customers. Any of these occurrences would negatively affect our financial performance.

Some of Suneva’s management team has limited experience managing a public company.

Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. We may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny

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of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, results of operations, and financial condition.

We rely heavily on our sales professionals to market and sell our products worldwide. If we are unable to hire, effectively train, manage, improve the productivity of, and retain our sales professionals, our business will be harmed, which would impair our future revenue and profitability.

Our success largely depends on our ability to hire, train, manage and improve the productivity levels of our sales professionals worldwide. We train our existing and recently recruited sales professionals to better understand our existing and new product technologies and how they can be positioned against our competitors’ products and increase the revenue of our customers. It may take time for the sales professionals to become productive and there can be no assurance that recently recruited sales professionals will be adequately trained in a timely manner, that our sales productivity will improve, or that we will not experience significant levels of attrition in the future. In addition, we currently do not have a VP of Sales as a result of a resignation in March of 2022. As a result, sales are currently being managed by our CEO and we are currently recruiting for a replacement VP of Sales. Notwithstanding, there can be no assurances that we will find a suitable candidate on terms acceptable to us, or that such replacement, if and when hired, will be able to become productive in a time period reasonable to the success of our business.

In certain large markets, we engage in direct sales efforts. We may fail to maintain and develop our direct sales force, and our revenues and financial outcomes could suffer as a result. Furthermore, our direct sales personnel may not effectively sell our products.

We have established a direct sales force for our business in the United States, and will implement a direct sales organization in Canada. In the rest of our territories we intend to market our products through distributors, using the distributors’ sales organizations. There is significant competition for quality personnel experienced in such activities, including from companies with greater financial resources than ours. If we are not successful in our efforts to continue recruiting, retaining, and motivating such personnel, we may not be able to increase our revenues, or we may increase our expenses in greater measure than our revenues, negatively impacting our operating results.

To successfully market and sell our products internationally, we must expand our distributor network and address many issues which are unique to international sales and marketing.

International sales — sales made to customers outside the U.S. — accounted for approximately 10.0% of our total revenue for the year ended December 31, 2021 and 3.0% of our total revenues for the six months ended June 30, 2022. We believe that an increasing percentage of our future revenue will come from international sales as we continue to expand our operations and develop opportunities in additional territories. We currently have operations in the United States, China, Hong Kong, Mexico, Canada and South Korea, but depend on third-party distributors to sell our products outside the U.S. If these distributors underperform, we may be unable to increase or maintain our level of international revenue. We will need to attract additional distributors to grow our business and expand the territories in which we sell our products. Distributors may not commit the necessary resources to market and sell our products to the level of our expectations. If current or future distributors do not perform adequately, or we are unable to locate distributors in particular geographic areas, we may not realize expected international revenue growth. International sales are subject to a number of additional risks, including:

• difficulties in staffing and managing our foreign operations;

• difficulties in penetrating markets in which our competitors’ products are more established;

• reduced protection for intellectual property rights in some countries;

• export restrictions, trade regulations and foreign tax laws;

• fluctuating foreign currency exchange rates;

• obtaining and maintaining foreign certification and compliance with other regulatory requirements;

• customs clearance and shipping delays; and

• political and economic instability.

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If one or more of these risks were realized, we could be required to dedicate significant resources to remedy the situation, and if we are unsuccessful at finding a solution, our revenue may decline.

Our international operations will expose us to risks, failure to manage these risks may adversely affect our operating results and financial condition.

We currently have operations in the United States, China, Hong Kong, Mexico, Canada and South Korea and may have additional or expanded international operations in the future. International operations are subject to a number of inherent risks that could adversely affect our future results. These risks include differences in demand for our products due to local requirements or preferences, the difficulty of hiring and managing employees with cultural and geographic differences and the costs of complying with differing regulatory requirements. Additionally, we may experience difficulties and increased costs due to differences in laws related to enforcing contracts, protecting intellectual property, taxes, tariffs and export regulations. Our international operations will also subject us to risks related to multiple, conflicting and changing laws and regulations such as privacy regulations, including tax laws, export and import restrictions, employment laws, immigration laws, labor laws, regulatory requirements and other governmental approvals, permits and licenses, as well as privacy laws such as the European General Data Protection Regulation, or GDPR. Additionally, we will face heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements. These and other factors could harm our ability to gain future revenue and, consequently, materially impact our business, operating results and financial condition.

If we fail to compete effectively against our competitors, some of which have significantly greater resources than we have, our net sales and operating results may be negatively affected.

Our industry is intensely competitive and subject to rapid change from the introduction of new products, technologies and other activities of industry participants. These competitors are well-capitalized global pharmaceutical companies that have been the market leaders for many years and have the majority share of the dermal filler market in the United States. These competitors also enjoy several competitive advantages over us, including:

• greater financial and human resources for sales, marketing and product development;

• established relationships with health care providers;

• established reputations and name recognition among health care providers and other key opinion leaders;

• in some cases, an established base of long-time customers;

• greater financial resources and economies-of-scale to put additional pricing pressure on competing products;

• larger and more established direct sales forces and distribution networks;

• greater ability to cross-sell products; and

• more experience in conducting research and development, manufacturing, performing trials and obtaining regulatory approval or clearance.

If we fail to compete effectively against our competitors, our net sales and operating results may be negatively affected.

Our future success depends in part on recruiting and retaining key personnel and if we fail to do so, it may be more difficult for us to execute our business strategy.

We are dependent upon the continued services of key personnel, including members of our executive management team who have extensive experience in our industry. The loss of any one of these individuals could disrupt our operations or our strategic plans. Additionally, our future success will depend on, among other things, our ability to continue to hire and retain the necessary qualified sales, marketing and managerial personnel, for whom we compete with numerous other companies, academic institutions and organizations. If we lose key employees, if we are unable to attract or retain other qualified personnel, or if our management team is not able to effectively manage us through these events, our business, financial condition, and results of operations may be adversely affected.

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Any failures to execute our business plan, such as failure to successfully develop our products, or delays in the regulatory approval process, may make it more challenging to recruit and retain qualified personnel. Further, turnover of executive officers may cause disruption in our business, strategic and employee relationships, which may significantly delay or prevent the achievement of our business objectives. Resulting leadership transitions can be difficult to manage and leadership changes may also increase the likelihood of turnover in other key officers and employees and may cause declines in the productivity of existing employees. The search for a replacement personnel may take many months or more, further exacerbating these factors. Identifying and hiring an experienced and qualified senior personnel can be difficult. Periods of transition in senior personnel are often difficult as the new hires gain detailed knowledge of our operations and may result in cultural differences and friction due to changes in strategy and style. During the transition periods, there may be uncertainty among investors, employees, creditors and others concerning our future direction and performance.

We may have difficulty managing our growth which could limit our ability to increase sales and cash flow.

We anticipate experiencing significant growth in our operations and the number of our employees if our current and future products are successful. This growth will place significant demands on our management, as well as our financial and operational resources. In order to achieve our business objectives, we will need to grow our business. Continued growth would increase the challenges involved in:

• implementing appropriate operational and financial systems;

• expanding our sales and marketing infrastructure and capabilities;

• ensuring compliance with applicable FDA, and other regulatory requirements;

• providing adequate training and supervision to maintain high quality standards; and

• preserving our culture and values.

Our growth will require us to continually develop and improve our operational, financial and other internal controls. If we cannot scale and manage our business appropriately, we will not realize our projected growth and our financial results could be adversely affected.

We may need to increase the size of our organization, including our sales and marketing capabilities in order to execute our business strategy and we may experience difficulties in managing this growth.

As of June 30, 2022, we had 94 employees, and we rely on consults to operate. Our current management and personnel, systems and facilities may not be adequate to support future growth. Our need to effectively execute our business strategy requires that we identify, recruit, retain, incentivize and integrate any additional employees to effectively manage any future trials, manage our internal development efforts effectively while carrying out our contractual obligations to third parties, and continue to improve our operational, financial and management controls, reporting systems and procedures. Our further growth will require an increase in personnel, particularly sales personnel. There can be no assurances that will be able to retain qualified personnel in the future or that we will have adequate capital to retain such personnel. We face risks in building and managing a sales organization whether internally or by utilizing third parties, including our ability to retain and incentivize qualified individuals, provide adequate training to sales and marketing personnel, generate sufficient sales leads, effectively manage a geographically dispersed sales and marketing team, adequately provide complementary products to be offered by sales personnel, which may otherwise put us at a competitive disadvantage relative to companies with more extensive product lines, and handle any unforeseen costs and expenses. Any failure or delay in the development of our internal sales, marketing and distribution capabilities would adversely impact the commercialization of these products. Due to our limited financial resources and our limited experience in managing a company with such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our development and strategic objectives or disrupt our operations.

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In some instances, in our advertising and promotion, we may make claims regarding our product as compared to competing products, which may subject us to heightened regulatory scrutiny, enforcement risk, and litigation risks.

The FDA applies a heightened level of scrutiny to comparative claims when applying its statutory standards for advertising and promotion, including with regard to its requirement that promotional labelling be truthful and not misleading. There is potential for differing interpretations of whether certain communications are consistent with a product’s FDA-required labelling, and FDA will evaluate communications on a fact-specific basis.

In addition, making comparative claims may draw attention from our competitors. Where a company makes a claim in advertising or promotion that its product is superior to the product of a competitor (or that the competitor’s product is inferior), this creates a risk of a lawsuit by the competitor under federal and state false advertising or unfair and deceptive trade practices law, and possibly also state libel law. Such a suit may seek injunctive relief against further advertising, a court order directing corrective advertising, and compensatory and punitive damages where permitted by law.

Any such lawsuit or threat of lawsuit against us will likely oblige us to defend ourselves in court, and will require the dedication of our time and capital, distract management from operating our business and may harm our reputation and financial results. If any such lawsuit against us is successful, we would suffer additional losses of time and capital in taking any required corrective action and would suffer harm to our reputation, all of which would have an adverse effect on our business.

Risks Related to Suneva’s Financial Results and Need for Financing

Unless the context otherwise requires, all references in this “Risks Related to Suneva’s Financial Results and Need for Financing” section to “we,” “us,” “our,” or the “Company” refer to Suneva Medical, Inc. prior to the consummation of the Business Combination.

Our annual and quarterly net sales and operating results are unpredictable and may fluctuate significantly from year to year and quarter to quarter due to factors outside our control, which could adversely affect our business, results of operations and the trading price of our common stock.

Our net sales and operating results may vary significantly from quarter to quarter and year to year due to a number of factors, many of which are outside of our control and any of which may cause our stock price to fluctuate. Our net sales and results of operations will be affected by numerous factors, including:

• our ability to integrate and achieve the anticipated benefits of any asset acquisition or in-licensing of new products;

• the impact of patient buying patterns and seasonal cycles in consumer spending;

• our ability to drive increased sales of our products;

• our ability to establish and maintain an effective and dedicated sales organization and manage any third-party distributors;

• pricing pressure applicable to our products;

• results of research and trials;

• the impact of the regulatory inquiries on our brand and reputation;

• timing of our research and development activities and initiatives;

• the mix of our products sold due to different profit margins among our products and sales channels;

• the timing of new product offerings, acquisitions, licenses or other significant events by us or our competitors;

• the ability of our suppliers to timely provide us with an adequate supply of products;

• the evolving product offerings of our competitors;

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• regulatory approvals and legislative changes affecting the products we may offer or those of our competitors;

• increased labor and related costs;

• interruption in the manufacturing or distribution of our products;

• the effect of competing technological, industry and market developments;

• changes in our ability to obtain regulatory clearance or approval for our products; and

• our ability to expand the geographic reach of our sales and marketing efforts.