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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 20, 2026
VYOME
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
1-37897 |
|
26-1828101 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
Harvard Square, One Mifflin Place, Suite 400
Cambridge, MA |
|
02138 |
| (Address of principal executive offices) |
|
(Zip Code) |
(949)
429-6680
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class |
|
Trading Symbol |
|
Name of Exchange on which Registered |
| Common stock, $0.001 par value per share |
|
HIND |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 8.01 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 10.1* |
|
Notes Purchase and Exchange Agreement, dated February 20, 2026, by and among Vyome Holdings, Inc., LiveChain, Inc., LICH AI, Inc., and Remus Capital Series B II, L.P. |
| 99.1 |
|
Press Release issued February 24, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
| * | The
schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
VYOME HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Venkat Nelabhotla |
| |
|
Venkat Nelabhotla |
| |
|
President & Chief Executive Officer |
Dated: February 25, 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 working to redefine the future of work through science-backed analytics and AI-enabled, data-driven insights that help large, complex
companies make continuous workplace improvements that benefit both employees and the businesses.
“First of all, this transaction transforms
Livechain, driving it into an exciting and rapidly evolving AI HR space, creating a path for uplisting to a national exchange, and giving
it the potential to generate real value for its shareholders. Second, the value creation under Livechain also has the potential to deliver
real and lasting value to the shareholders of Vyome. As the majority shareholder of Livechain, Vyome stands to benefit significantly from
any value created under Livechain. Our focus is on shareholder value, and our desire is that as Livechain’s underlying value increases,
Vyome will be positioned to increase its Livechain equity position,” said Krishna Gupta, Chairman of Vyome.
“Humanyze is attacking one of the biggest
issues facing Fortune 1000 companies around the world – human capital, and the cost of developing, retaining, and rewarding people
in the most cost-effective way possible, all of which is even more important in an AI-first world. We see multiple ways for Humanyze to
create value and position Livechain for an uplisting to a national exchange. Livechain will have its own team and plans to have its own
capital on a go-forward basis. We do not anticipate that Livechain will be using any capital or operational bandwidth of Vyome,”
said Venkat Nelabhotla, CEO of Vyome and board member of Livechain.
Humanyze has built a compelling AI-enabled platform
that breaks down critical employment-driven data to give employers clear, actionable data that contributes not only to the tangible bottom
line but also to the optimization of many companies’ most valuable resources, their human capital.
About Livechain, Inc.
Livechain is currently focused on pursuing
strategic alternatives in emerging technology sectors. Livechain intends to enter the artificial intelligence space through the planned
acquisition of AI-driven assets focused on human capital, workforce intelligence, and human relationship management. Additionally, Livechain
seeks to evaluate additional synergistic opportunities in order to build a scalable AI platform related to its pursuits.
Livechain Forward-Looking Statement Disclosure
This press release contains statements that do not relate to historical
facts but are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate,
appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other
similar terms and phrases, as well as the use of the future tense. Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they are based only on current beliefs, expectations, and assumptions regarding the future of the business
of the Livechain, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that
are difficult to predict and many of which are outside of our control. Actual results and financial condition may differ materially from
those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking
statements in this press release speak only as of the date hereof. Unless otherwise required by law, we undertake no obligation to publicly
update or revise these forward-looking statements, whether because of new information, future events, or otherwise.
About Vyome Holdings, Inc.
Vyome is building the world’s premier platform
spanning the US-India innovation corridor. Based in Cambridge, MA, 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
across the US-India innovation corridor, Vyome seeks to deliver lasting value to shareholders in a hyper cost-efficient manner while upholding
global standards of quality and safety. To learn more, please visit www.vyometx.com
Vyome Forward-Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target,” “believe,”
“expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,”
“positioned,” “future,” “forecast,” “intend,” “plan,” “project,”
“outlook,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. Such statements include, but are not limited to, statements contained in this press release relating to Vyome’s business
strategy, Vyome’s future operating results, and liquidity and capital resources outlook. Forward-looking statements are based on
Vyome’s current expectations and assumptions regarding Vyome’s business, the economy, and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that
are difficult to predict. Vyome’s actual results may differ materially from those contemplated by the forward-looking statements.
They are neither statements of historical fact nor guarantees of assurance of future performance. Vyome cautions you, therefore, against
relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those
in the forward-looking statements include, without limitation, Vyome’s ability to raise capital to fund continuing operations; its
ability to protect Vyome’s intellectual property rights; the impact of any infringement actions or other litigation brought against
Vyome; competition from other providers and products; Vyome’s ability to develop and commercialize products and services; changes
in government regulation; Vyome’s ability to complete capital raising transactions; and other factors relating to Vyome’s
industry, operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Factors or events that could cause Vyome’s actual results to differ may emerge from time to time, and it is
not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance, or achievements. Vyome
assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the
date of this release, except as may be required under applicable securities law.
Media and Investor Relations Contact
contact@vyometx.com
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