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 1320, 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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure.~~a Material Definitive Agreement

~~Representatives~~Notes ofPurchase ~~Vyome Holdings, Inc. (the “Company”) intend to make presentations at investor conferences~~ and inExchange other forums, and these presentations may include the information contained in Exhibit 99.1 attached to this Current Report on Form 8-K. A copy of the presentation materials containing such information that may be disclosed by the Company is attached as Exhibit 99.1 to this report, and the information set forth therein is incorporated herein by reference and constitutes a part of this report.Agreement

~~The~~As ~~Company~~previously isreported, ~~furnishing~~on ~~the~~December ~~information~~17, ~~contained~~2025, inVyome ~~Exhibit~~Holdings, 99Inc.1 ~~pursuant~~(the to“Company”) ~~Regulation~~entered FDinto ~~and~~a ~~Item~~binding ~~7.01~~letter of ~~Form~~intent ~~8-K promulgated by~~ (the ~~Securities and Exchange Commission (~~“~~SEC~~LOI”)~~. This~~ ~~information~~regarding ~~shall~~a ~~not~~proposed transaction bepursuant ~~deemed~~ to bewhich ~~“filed” with~~ the ~~SEC~~Company ~~for~~and ~~the~~LiveChain, ~~purposes~~Inc. of(“LICH”), ~~Section~~an 18indirect subsidiary of the ~~Securities~~Company, ~~Exchange Act~~agreed ofto ~~1934,~~execute definitive asagreements ~~amended~~to ~~(the~~acquire ~~“Exchange~~a ~~Act”),~~senior orsecured ~~otherwise~~convertible ~~subject~~note toissued ~~the~~by ~~liabilities~~Sociometric ofSolutions, ~~that section~~Inc., ~~nor~~d/b/a ~~shall~~Humanyze ~~it be deemed~~(“Humanyze”) toand beheld ~~incorporated~~ by ~~reference~~Remus inCapital ~~any~~Series ~~filing~~B ~~under~~II, ~~the~~L.P. ~~Securities~~(“Remus”) ~~Act~~in ofexchange ~~1933,~~for ~~as amended, or~~ the ~~Exchange~~issuance ~~Act,~~to ~~except~~Remus asof ~~expressly~~shares ~~set forth~~of bycommon ~~specific~~stock ~~reference~~of ~~in such filing~~LICH.

~~The~~As ~~information~~of ~~contained~~February in20, ~~Exhibit~~2026, ~~99.1~~pursuant isto ~~summary~~the terms ~~information~~of ~~that~~the isLOI, ~~intended~~the toCompany beentered ~~considered~~into ina ~~the~~Notes ~~context~~Purchase ofand ~~the~~Exchange ~~Company’s~~Agreement ~~SEC~~(the ~~filings~~“Agreement”) by and ~~other~~among ~~public~~LICH, ~~announcements~~LICH ~~that~~AI Inc. (the ~~Company~~ ~~may make~~“Buyer”), bya ~~press~~subsidiary ~~release~~of ~~or otherwise~~LICH, ~~from~~and ~~time~~Remus to ~~time.~~effectuate ~~The~~the ~~Company~~transactions ~~undertakes~~contemplated noby ~~duty~~the orLOI. ~~obligation~~Pursuant to ~~publicly update or~~the ~~revise~~Agreement, the ~~information~~Buyer ~~contained~~will inacquire ~~Exhibit~~senior ~~99.1,~~secured ~~although~~convertible itnotes ~~may~~in dothe soaggregate ~~from~~principal ~~time~~amount toof ~~time~~$5,765,000 as(the ~~its~~“Notes”) issued ~~management~~by ~~believes~~Humanyze isand ~~warranted~~held by Remus. ~~Any such~~As ~~updating~~consideration, ~~may~~LICH bewill ~~made~~issue ~~through~~to ~~the~~Remus ~~filing~~211,200,844 shares of ~~other~~its ~~reports~~common orstock, ~~documents~~representing 25% ~~with~~of the ~~SEC,~~fully ~~through~~diluted ~~press~~common ~~releases~~stock orof ~~through~~LICH ~~other~~immediately ~~public disclosure~~prior to Closing (as defined in the Agreement). ByThe ~~filing~~parties ~~this~~further ~~report~~agreed ~~and~~that immediately ~~furnishing~~following ~~this~~the ~~information~~Closing, all or substantially all of the ~~Company~~assets ~~makes~~and nooperations ~~admission~~of asHumanyze shall be transferred to the ~~materiality~~Buyer, in full satisfaction of ~~any~~the ~~information contained~~amounts indue ~~this~~and ~~report,~~payable ~~including~~to ~~Exhibit~~the 99Buyer under the Notes.1.

~~Forward-Looking~~The ~~Statements~~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.

~~Certain~~Following ~~statements made in this filing 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~~Closing,” ~~“believe,”~~Remus ~~“expect,”~~agreed ~~“will,” “shall,”~~to ~~“may,” “anticipate,” “estimate,” “would,” “positioned,”~~ensure ~~“future,”~~that ~~“forecast,”~~Humanyze ~~“intend,”~~remains ~~“plan,”~~active ~~“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~~good ~~filing~~standing ~~relating~~for topurposes ~~the Company’s development~~ of ~~its~~servicing ~~drug candidates,~~select ~~including~~existing ~~the timing of its clinical trials and regulatory submissions~~debts, ~~the Company’s business strategy~~liabilities, ~~the Company’s future operating results~~ and liquidity and capital resources outlook, the total addressable pharmacologic market in the United States for malignant fungating wounds, and the estimated peak annual net sales for VT-1953. Forward-looking statements are based on the Company’s current expectations and assumptions regarding the Company’s business, the economy and other ~~future conditions~~obligations. ~~Because forward-looking~~ ~~statements~~In ~~relate to the future~~addition, ~~they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by~~ the ~~forward-looking~~LICH ~~statements.~~board ~~They are neither statements~~ of ~~historical~~directors ~~fact~~and ~~nor~~its ~~guarantees~~CEO ofwill ~~assurance~~use ofcommercially ~~future~~reasonable ~~performance.~~efforts ~~The Company 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, the Company’s ability to~~ raise capital toas ~~fund~~needed ~~continuing~~for ~~operations;~~LICH ~~our ability to protect the Company’s intellectual property rights; the impact of any infringement actions or other litigation brought against the Company; competition from other providers~~ and products; the Company’s ability to develop and commercialize products and services, including VT-1953; changes in government regulation; the Company’s ability to complete capital raising transactions; and other factors relating to the Company’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 the Company’s actual results to differ may~~ ~~emerge from time to time, and it is not possible for~~ the ~~Company to predict all of them~~Buyer. the Company cannot guarantee future results, levels of activity, performance, or achievements. The Company 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.

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.

Exhibit No.		Description
99.1		VT-1953 Phase 2 Data Presentation (furnished herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

~~RESHAPE~~VYOME ~~LIFESCIENCES~~HOLDINGS, INC. By: /s/ Venkat Nelabhotla Venkat Nelabhotla President & Chief Executive Officer

Dated: February 1325, 2026

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