Business Context and Reporting Period
Company: Vyome Holdings, Inc. (Nasdaq: HIND)
Filing Type: Form 8-K (Current Report)
Date of Report: February 20, 2026 (Amended February 25, 2026)
Reporting Period: Immediate event reporting regarding a material definitive agreement.
Key Financial Metrics and Transaction Details
This filing reports a specific transaction rather than periodic financial performance. Key metrics related to the transaction include:
- Asset Acquisition: Acquisition of senior secured convertible notes issued by Sociometric Solutions, Inc. (d/b/a Humanyze).
- Note Principal Amount: $5,765,000.
- Consideration: Issuance of 211,200,844 shares of LiveChain, Inc. (LICH) common stock to Remus Capital Series B II, L.P. (Remus).
- Ownership Stake: The shares represent 25% of LICH's fully diluted common stock immediately prior to closing.
- Asset Transfer: Following closing, substantially all assets and operations of Humanyze will be transferred to LICH AI Inc. in satisfaction of the notes.
- Compensatory Shares: Reservation of up to 84,480,338 additional LICH shares (10% of fully diluted stock) for key and future employees.
Note: The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or total debt for Vyome Holdings, Inc. or its subsidiaries.
Material Changes and Related Party Status
Related Party Transaction: The agreement constitutes a related party transaction as Remus Capital is affiliated with members of Vyome's Board of Directors (Krishna K. Gupta, John Tincoff, and Stash Pomichter).
- Governance: The transaction was reviewed and approved by the Audit Committee and the Board of Directors. Affiliated directors recused themselves from deliberations.
- Timeline Change: On February 25, 2026, the parties amended the agreement to update the "Outside Date" (termination deadline) to March 8, 2026.
Outlook, Risks, and Contingencies
- Closing Conditions: The transaction is subject to customary conditions to closing. If the closing does not occur by the Outside Date (March 8, 2026), either party may terminate the agreement.
- Post-Closing Obligations: Remus agreed to ensure Humanyze remains active and in good standing to service select existing debts and liabilities.
- Capital Raising: The LICH board and CEO agreed to use commercially reasonable efforts to raise capital as needed for LICH and/or the Buyer post-closing.
- Future Issuances: LICH has obligations to issue future shares to Remus upon issuing compensation shares, terminating on the earlier of the second anniversary of closing or the issuance of the Compensatory Shares.
Investor Verification Checklist
- Verify the final closing date and whether the transaction was completed by the March 8, 2026 Outside Date.
- Review the full text of the Notes Purchase and Exchange Agreement (Exhibit 10.1) for specific representations, warranties, and indemnification provisions.
- Monitor subsequent filings for the actual issuance of the 211,200,844 shares to Remus and the 84,480,338 compensatory shares.
- Assess the financial health and operational status of Humanyze to evaluate the value of the assets being transferred in satisfaction of the notes.
- Confirm the capital raising efforts undertaken by LICH management post-closing.