Current Report · Items 1.01, 8.01, 9.01 · 8-K
Vyome Holdings, Inc.
HINDNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement Notes Purchase and Exchange Agreement As previously reported, on December 17, 2025, Vyome Holdings, Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) regarding a proposed transaction pursuant to which the Company and LiveChain, Inc.…
Filed Feb 25, 2026Accepted Feb 25, 2026, 11:15 AM ESTCIK 1427570Accession 0001213900-26-020387
Company context
Vyome is building the world’s premier platform spanning the US-India innovation corridor. Vyome’s immediate focus is on leveraging its clinical-stage assets to transform the lives of patients with immuno-inflammatory conditions. By applying groundbreaking science and its unique positioning, Vyome seeks to deliver lasting value to shareholders in a hyper cost-efficient manner while upholding global standards of quality and safety.
Current securities
Disclosure sections
Items 1.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
Notes Purchase and Exchange Agreement
As previously reported, on December 17, 2025,
Vyome Holdings, Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) regarding a proposed
transaction pursuant to which the Company and LiveChain, Inc. (“LICH”), an indirect subsidiary of the Company, agreed to execute
definitive agreements to acquire a senior secured convertible note issued by Sociometric Solutions, Inc., d/b/a Humanyze (“Humanyze”)
and held by Remus Capital Series B II, L.P. (“Remus”) in exchange for the issuance to Remus of shares of common stock of LICH.
As of February 20, 2026, pursuant to the terms
of the LOI, the Company entered into a Notes Purchase and Exchange Agreement (the “Agreement”) by and among LICH, LICH AI
Inc. (the “Buyer”), a subsidiary of LICH, and Remus to effectuate the transactions contemplated by the LOI. Pursuant to the
Agreement, the Buyer will acquire senior secured convertible notes in the aggregate principal amount of $5,765,000 (the “Notes”)
issued by Humanyze and held by Remus. As consideration, LICH will issue to Remus 211,200,844 shares of its common stock, representing
25% of the fully diluted common stock of LICH immediately prior to Closing (as defined in the Agreement). The parties further agreed that
immediately following the Closing, all or substantially all of the assets and operations of Humanyze shall be transferred to the Buyer,
in full satisfaction of the amounts due and payable to the Buyer under the Notes.
The Agreement provides for the reservation for
issuance of up to an additional 84,480,338 shares of LICH’s common stock, representing 10% of the fully diluted common stock of
LICH immediately prior to Closing, to key and future employees of LICH (the “Compensatory Shares”). LICH agreed to certain
future issuances to Remus, upon issuance of shares by LICH as compensation in consideration of services provided to LICH which obligation
to Remus shall terminate upon the earlier of (i) the second anniversary of the Closing; and (ii) the issuance of the Compensatory Shares.
Following the Closing, Remus agreed to ensure
that Humanyze remains active and in good standing for purposes of servicing select existing debts, liabilities, and other obligations.
In addition, the LICH board of directors and its CEO will use commercially reasonable efforts to raise capital as needed for LICH and/or
the Buyer.
The Agreement contains customary representations,
warranties and agreements by the parties and customary conditions to closing and obligations of the parties and indemnification provisions.
In addition, the Agreement provides for certain termination provisions, including the right of either LICH or Remus to terminate the Agreement
in the event that the closing of the transactions contemplated thereby shall not have occurred on or before a certain date (the “Outside Date”). On February 25, 2026, the parties amended the Agreement to update the Outside Date to
March 8, 2026.
The Agreement and the transactions contemplated
thereunder constitute a related party transaction. Accordingly, the Agreement was reviewed and approved by the Audit Committee of the
Board of Directors of the Company prior to its execution. Krishna K. Gupta (founder and CEO of Remus) and John Tincoff (a partner of Remus)
recused themselves from the Audit Committee’s deliberations with respect to the Agreement. The Agreement was also reviewed and approved
by the Company’s Board of Directors prior to its execution. Mr. Gupta (founder and CEO of Remus), Stash Pomichter (a partner of
Remus) and Mr. Tincoff (a partner of Remus) recused themselves from the Board of Directors’ deliberations with respect to the Agreement.
The foregoing description of the Agreement is
qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated
herein in its entirety by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On February 24, 2026, the Company issued a press
release announcing its entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K, and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
Filed exhibits (1)
EX-99.1 (by filename) ea027793501ex99-1_vyome.htmEX-99.1
3
ea027793501ex99-1_vyome.htm
PRESS RELEASE ISSUED FEBRUARY 24, 2026
Exhibit 99.1
Livechain Completes Acquisition of Senior, Secured
Debt of Humanyze, An MIT Incubated, AI Enabled HR Analytics Company
Livechain Creates Path to Seek Potential Uplisting
to National Exchange in 2026
CAMBRIDGE, MA - Livechain, Inc (“Livechain”)
(OTCX: LICH), a subsidiary of Vyome Holdings, Inc (“Vyome”) (Nasdaq: HIND), announced today that it has executed
a debt purchase agreement with Remus Capital, a leading AI-focused venture capital firm, in order to acquire Sociometric Solutions, Inc, d/b/a, Humanyze (“Humanyze”), a rapidly emerging human resources data and analytics company.
The transaction was structured as an all-stock
transaction in which LICH issued shares of its common stock, valued at approximately $325,000, in exchange for acquiring a senior, secured
convertible note issued to Remus by Humanyze. Through this transaction, LICH has initiated a default and asset transfer in order to assume
all business assets, including intellectual property and trade secrets, and to take direct control of the daily operations of Humanyze.
Born from the prestigious MIT Media Lab, Humanyze
is …
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