Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 1,716,080 | 58,479 | 63,494 | 249,733 | 693,409 | 2,781,195 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | 1,716,080 | 58,479 | 63,494 | 249,733 | 693,409 | 2,781,195 |
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | 1,599,041 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 1,182,154 | |||||
Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 1,716,080 | 58,479 | 63,494 | 249,733 | 693,409 | 2,781,195 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 145,667 | 245,212 | 79,236 | 770 | 4,779 | 475,664 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | 3,256,859 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2021 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2021 |
(iii) Distributable Amount for 2021 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2021 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2021 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2021: | ||||
| a From 2016....... | ||||
| b From 2017....... | ||||
| c From 2018....... | ||||
| d From 2019....... | ||||
| e From 2020....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2021 distributable amount | ||||
|
i
Carryover from 2016 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2021 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2021 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2021, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2021. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2022. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2017..... | ||||
| b Excess from 2018..... | ||||
| c Excess from 2019..... | ||||
| d Excess from 2020..... | ||||
| e Excess from 2021..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION B, LINE 11B | THE BOARD OF DIRECTORS REVIEWS AND APPROVES THE FORM 990 PRIOR TO ITS FILING. THE FORM 990 IS THEN AUTHORIZED AND SIGNED BY THE ORGANIZATION'S PRESIDENT. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CONFLICT OF INTEREST POLICY IS PROVIDED TO BOARD MEMBERS UPON ELECTION TO THE BOARD OF DIRECTORS. IT IS THEN DISTRIBUTED ANNUALLY ALONG WITH THE DISCLOSURE PAGES. |
| FORM 990, PART VI, SECTION B, LINE 15A | VHI'S BOARD OF DIRECTORS IS RESPONSIBLE FOR ESTABLISHING AND MAINTAINING A COMPETITIVE COMPENSATION PROGRAM FOR KEY EMPLOYEES, WHICH FALLS WITHIN A REASONABLE RANGE OF COMPETITIVE PRACTICES FOR COMPARABLE POSITIONS AMONG SIMILARLY SITUATED ORGANIZATIONS. DURING FY 2015, THE BOARD OF DIRECTORS DETERMINED THAT AN EXECUTIVE DIRECTOR WAS NO LONGER NEEDED TO RUN THE ORGANIZATION AND SHIFTED TO THE POSITION OF OPERATIONS MANAGER TO PROVIDE ADMINISTRATIVE SUPPORT AND ORGANIZATIONAL OVERSIGHT. COMPENSATION FOR THE OPERATIONS MANAGER IS DETERMINED BY THE BOARD, WHICH MEETS ON AN AS NEEDED BASIS TO DISCUSS PERFORMANCE AND MAKE RECOMMENDATIONS FOR ANY CHANGES, AS APPROPRIATE. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART VI, SECTION B, LINE 16B: | DURING FY 2020, THE VHI BOARD APPROVED A PROGRAM-RELATED INVESTMENT IN INNOVOYCE, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("INNOVOYCE"), WHICH WAS FORMED TO DEVELOP AND COMMERCIALIZE INNOVATIONS IN THE CARE AND TREATMENT OF VOICE DISORDERS. AFTER CAREFUL DUE DILIGENCE AND CONSULTATION WITH COUNSEL, THE BOARD DETERMINED THAT THIS POTENTIALLY GROUNDBREAKING RESEARCH WOULD FURTHER VHI'S MISSION OF ADVANCING LARYNGOLOGY AND VOICE RESTORATION. WITH THIS DETERMINATION, THE VHI BOARD UNANIMOUSLY APPROVED THE ISSUANCE OF A CONVERTIBLE PROMISSORY NOTE (THE NOTE") IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,000,000 WHICH ACCRUES SIMPLE INTEREST AT A RATE OF 6% PER YEAR PAYABLE UPON MATURITY OR CONVERSION OF THE NOTE. DURING FY 2021, A SECOND CONVERTIBLE PROMISSORY NOTE (THE NOTE") IN THE AGGREGATE PRINCIPAL OF $3,000,000 WAS ISSUED TO INNOVOYCE CARRYING SUBSTANTIALLY SIMILAR TERMS. VHI DOES NOT CURRENTLY HAVE A POLICY ON ANCILLARY JOINT VENTURES. WITH THE ADVICE OF COUNSEL AND ITS AUDITOR, THE VHI BOARD CONSIDERED THE NOTE AS ANALOGOUS TO A PROGRAM-RELATED INVESTMENT WITHIN THE MEANING OF INTERNAL REVENUE CODE SECTION 4944. BECAUSE THE INVESTMENT IN INNOVOYCE WAS STRUCTURED AS A LOAN, THE BOARD DID NOT CONSIDER THE RELATIONSHIP WITH THE LLC TO BE A JOINT VENTURE. |
| FORM 990, PART XI, LINE 9: | CHANGE IN VALUE FROM CONVERTIBLE NOTES RECEIVABLE TO EQUITY -7,149,920. |
| FORM 990, PART XII, LINE 9: | THE CHANGE IN VALUE RELATED THE FOLLOWING TRANSACTION WHICH VHI ENTERED INTO RELATED TO PROGRAM SPECIFIC INVESTMENTS: ON JUNE 28, 2022 (THE "INITIAL CLOSING DATE"), VOICE HEALTH INSTITUTE ("VHI"), INNOVOYCE LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE "COMPANY"), AND TWO OTHER INVESTORS (THE "PURCHASERS"), CLOSED THE TRANSACTIONS CONTEMPLATED BY THE UNIT PURCHASE AGREEMENT DATED AS OF JUNE 28, 2022 ENTERED INTO BETWEEN THE PARTIES (THE "PURCHASE AGREEMENT"). PURSUANT TO THE TERMS OF THE PURCHASE AGREEMENT, THE COMPANY ISSUED IN A PRIVATE PLACEMENT AN AGGREGATE OF 2,368,715 UNITS OF THE COMPANY, OF WHICH 1,661,958 UNITS WERE ISSUED TO THE PURCHASERS IN CONSIDERATION FOR A CASH PURCHASE PRICE OF APPROXIMATELY $2,000,000 AND 706,757 UNITS (THE "VHI UNITS") WERE ISSUED TO VHI IN CONSIDERATION FOR THE CONVERSION IN FULL OF ALL PRINCIPAL AND ACCRUED INTEREST UNDER CERTAIN OUTSTANDING PROMISSORY NOTES ISSUED BY THE COMPANY TO VHI IN NOVEMBER 2019 AND FEBRUARY 2021 IN THE AGGREGATE AMOUNT OF $7,868,438.35 (THE "VHI NOTES"). AT THE INITIAL CLOSING DATE, THE VHI NOTES WERE DEEMED TO BE TERMINATED AND VHI HAD NO FURTHER RIGHTS UNDER THE VHI NOTES. THE COMPANY HAS THE RIGHT UNDER THE PURCHASE AGREEMENT TO SELL UP TO AN ADDITIONAL 4,154,970 UNITS AT A PURCHASE PRICE OF $1.2034 PER UNIT FOR A PERIOD OF 90 DAYS FOLLOWING THE INITIAL CLOSING DATE (OR SUCH LONGER PERIOD AS THE COMPANY'S BOARD MAY DETERMINE IN ITS SOLE DISCRETION). PURSUANT TO THE TERMS OF THE PURCHASE AGREEMENT, VHI AND THE PURCHASERS WERE GRANTED INFORMATION RIGHTS PROVIDING THEM WITH ANNUAL AND QUARTERLY FINANCIAL STATEMENTS OF THE COMPANY, AS WELL AS INSPECTION RIGHTS WITH RESPECT TO THE COMPANY'S PROPERTIES, BOOKS AND RECORDS. THE PURCHASERS (BUT NOT VHI) WERE ALSO GRANTED PREEMPTIVE RIGHTS WITH RESPECT TO ANY ISSUANCES OF SECURITIES BY THE COMPANY. IN ADDITION, ON THE INITIAL CLOSING DATE, VHI, THE PURCHASERS AND THE OTHER MEMBERS OF THE COMPANY ENTERED INTO AN AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY (THE "OPERATING AGREEMENT"), WHICH SETS FORTH VARIOUS RIGHTS, AGREEMENTS AND OBLIGATIONS OF THE PARTIES, INCLUDING BUT NOT LIMITED TO, VOTING RIGHTS, RESTRICTIONS ON TRANSFER OF THE UNITS (SUBJECT TO CERTAIN LIMITED EXCEPTIONS), DISTRIBUTIONS AND THAT THE COMPANY SHALL BE MANAGED BY A BOARD OF MANAGERS (THE "BOARD OF MANAGERS"). THE BOARD OF MANAGERS SHALL INITIALLY CONSIST OF FIVE INDIVIDUALS. FOR SO LONG AS VHI IS A MEMBER OF THE COMPANY AND OWNS AT LEAST 530,067 UNITS (SUBJECT TO ADJUSTMENT UPON ANY UNIT SPLIT, RECAPITALIZATION OR OTHER SIMILAR EVENT), ALL MEMBERS HAVE AGREED TO VOTE THEIR UNITS TO ELECT AS A MEMBER OF THE BOARD OF MANAGERS ONE INDIVIDUAL DESIGNATED OR NOMINATED BY VHI, WHICH INDIVIDUAL INITIALLY AS OF THE INITIAL CLOSING DATE IS TOME ANDRADE. THE MEMBERS OF THE COMPANY THAT ARE THEN HOLDERS OF A MAJORITY OF THE UNITS HELD BY CERTAIN INDIVIDUALS (THE "MAJORITY DESIGNATING MEMBERS") OR, IF THERE ARE NO MAJORITY DESIGNATING MEMBERS, THE MEMBERS HOLDING A MAJORITY OF ALL OF THE UNITS THEN OUTSTANDING, HAVE THE POWER TO INCREASE OR DECREASE THE SIZE OF THE BOARD OF MANAGERS, FILL VACANCIES (EXCEPT FOR THE VHI DESIGNEE) ON THE BOARD OF MANAGERS AND REMOVE MEMBERS OF THE BOARD OF MANAGERS. HOWEVER, THE VHI DESIGNEE CAN ONLY BE REMOVED FOR CAUSE, IN WHICH CASE VHI SHALL HAVE THE RIGHT TO DESIGNATE ANOTHER INDIVIDUAL AS A MEMBER OF THE BOARD OF MANAGERS. DISTRIBUTIONS OF AVAILABLE CASH UNDER THE OPERATING AGREEMENT ARE MADE TO MEMBERS AS FOLLOWS: FIRST TO THE PURCHASERS UP TO THEIR INVESTMENT AMOUNT UNTIL REPAID IN FULL, THEN TO VHI UP TO ITS INVESTMENT AMOUNT ($7,868,438.35) UNTIL REPAID IN FULL, THEN PRO RATA TO ALL MEMBERS BASED ON EQUITY OWNERSHIP. THE BOARD'S CONSIDERATION OF THIS ISSUE IS AS FOLLOWS: THE BOARD OF DIRECTORS OF THE VOICE HEALTH INSTITUTE (VHI) MET ON WEDNESDAY, MAY 25, 2022, AND AUTHORIZED THE INVESTMENT COMMITTEE TO EVALUATE VHI'S POSITION CONCERNING NEW FINANCING AVAILABLE TO INNOVOYCE WHICH WOULD DECREASE THE AS-CONVERTED EQUITY OWNERSHIP POSITION OF VHI WITH RESPECT TO THE COMPANY, AND TO REPORT ITS RECOMMENDATION BACK TO THE BOARD. THE BOARD AND THE INVESTMENT COMMITTEE HAD THE BENEFIT OF THE PRESENCE AND ADVICE OF COUNSEL THROUGHOUT ALL OF THE CONSIDERATION OF THESE ISSUES. THE BOARD MET AGAIN ON JUNE 6, 2022, AT WHICH TIME IT RECEIVED AND CONSIDERED THE RECOMMENDATION OF THE INVESTMENT COMMITTEE WHICH HAD IN THE INTERIM CONDUCTED A REVIEW OF THE ISSUES INVOLVED, AGAIN WITH THE INVOLVEMENT AND ADVICE OF COUNSEL. THE BOARD RECEIVED THE COMMITTEE'S RECOMMENDATION THAT THE BOARD APPROVE THE SUBJECT FINANCING, WITH THE REQUIREMENTS THAT SHOULD THE FINANCING TOTAL OF $7,000,000.00 BE ACHIEVED, THAT VHI'S AS-CONVERTED EQUITY SHARE BE DOUBLED FROM THAT ORIGINALLY SET OUT IN THE APPLICABLE TERM SHEET OF 4.86% TO 9.72%, AND THAT VHI'S REPRESENTATIVE SEAT ON THE BOARD OF INNOVOYCE BE PROTECTED. THROUGHOUT THE BOARD'S CONSIDERATION, COUNSEL CONTINUED TO INFORM THE INVESTMENT COMMITTEE AND BOARD, AS HAS BEEN THE CASE THROUGHOUT THE VHI'S SUPPORT OF INNOVOYCE, THAT THE INNOVOYCE INVESTMENTS WERE AND REMAIN DEEPLY CONSISTENT WITH VHI'S MISSION OF ADVANCING THE FIELD OF VOICE RESTORATION AND LARYNGOLOGY THROUGH THE SUPPORT OF INNOVATIVE RESEARCH, EDUCATION AND OUTREACH. THE BOARD CONSIDERED THE ISSUES ASSOCIATED WITH THE SUBJECT FINANCING AND ACTED FROM CONSIDERATIONS OF BALANCING THE RESULTING DILUTION OF VHI'S CONVERTED EQUITY POSITION WITH CONSIDERATIONS OF INNOVOYCE'S ACUTE FINANCIAL CONDITION; ITS INABILITY TO RAISE CAPITAL FROM TRADITIONAL OUTSIDE SOURCES; THE UNDERSTOOD FRAGILITY OF THE SUBJECT FINANCING ITSELF; AND THAT THIS FINANCING AS SET OUT WAS EFFECTIVELY THE COMPANY'S SOLE FUNDING OPTION. THE BOARD ALSO CONSIDERED THAT PRIOR TO THE VHI'S PREVIOUS INVESTMENTS IN INNOVOYCE, ALL MADE TO SUPPORT THE WIDER FIELD OF LARYNGOLOGY THROUGH A MORE BROAD ACCESSIBILITY OF SUCH INNOVATIONS IN VOICE CARE AND RESTORATION, THE VHI HAD NO SUCH EQUITY SHARE OR REVENUE FROM ANY OTHER SOURCE; THAT THE FUNDS PREVIOUSLY INVESTED BY THE VHI N INNOVOYCE, IF NOT SO INVESTED, WOULD SIMPLY HAVE BEEN OTHERWISE COMMITTED TO THE SUBJECT RESEARCH; THAT NOTWITHSTANDING THE CASH FLOW DIFFICULTIES OF THE COMPANY, THAT THE CORE VOICE RESTORING AND TREATING INNOVATIONS AND PRODUCTS OF INNOVOYCE, AND THE EXTENSIVE RESEARCH ACHIEVED TO DATE THROUGH THE COMPANY, REMAINED DEEPLY SUPPORTIVE OF THE VHI'S MISSION; AND, WITH NEW CORPORATE LEADERSHIP COMING INTO THE COMPANY, ALSO AS ASSESSED BY THE INVESTMENT COMMITTEE, AS WELL AS THE SUBJECT FINANCING, THERE APPEARED TO BE GOOD OPPORTUNITY FOR THE COMPANY'S SUCCESS. AS WELL, IN THIS CONTEXT, THE BOARD CONCLUDED THAT THERE WAS NOT A MEANINGFUL ALTERNATIVE AS FAILURE OF INNOVOYCE IN THE ABSENCE OF THIS FINANCING WOULD CREATE A COMPLETE LOSS OF THE VHI'S INVESTMENT. FOLLOWING CONSIDERATION OF THESE FACTORS, THE BOARD VOTED UNANIMOUSLY TO MOVE FORWARD AS DESCRIBED WITH THE REQUIREMENTS THAT UNDER NO CIRCUMSTANCES WILL VHI'S CONVERTED EQUITY SHARE BE LESS THAN 9.72%, AND THAT VHI'S AS-CONVERTED EQUITY SHARE WILL EXCEED 9.72%, PROPORTIONATELY, CONSISTENT WITH THE INNOVOYCE UNIT FINANCING PRO FORMA CAP TABLE, FOR FUNDING WHICH TOTALS LESS THAN $7 MILLION; AND THAT VHI'S REPRESENTATIVE SEAT ON THE BOARD OF INNOVOYCE BE PROTECTED. EACH OF THESE REQUIREMENTS WERE MET AND VHI'S COUNSEL HANDLED THE COMMUNICATION AND EXECUTION OF THE TRANSACTION. |
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