Vyome Holdings, Inc

Introduction

Our Certificate of Incorporation currently authorizes the issuance of up to 300,000,000 shares of common shares and 10,000,000 shares of preferred stock. The Board has approved an amendment to decrease the number of authorized shares of Common Stock from 300,000,000 to 50,000,000 shares.

The proposed form of Certificate of Amendment to the Certificate of Incorporation to effect the decrease in our authorized Common Stock is attached as Appendix A to this Proxy Statement.

Following the decrease in authorized shares as contemplated in the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), 50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock will be authorized. There will be no changes to the issued and outstanding shares of Common Stock or preferred stock as a result of the amendment.

Reasons for the Decrease in our Authorized Common Stock

Our Board of Directors has determined that the decrease in our authorized shares of Common Stock is in the best interests of the Company and unanimously recommends approval by the stockholders. This proposed reduction reflects the Company’s current and anticipated future capital needs and will help avoid unnecessary administrative complexity, reduce the annual Delaware franchise tax obligation, and alleviate potential dilution concerns associated with having a large number of unused authorized shares.

As of the Record Date 7,018,528 shares of our Common Stock were outstanding out of the 300,000,000 shares that we are authorized to issue. 199,389 shares are reserved for issuance under our existing equity incentive plans and convertible securities. The remaining authorized but unissued shares significantly exceed the Company’s current and reasonably foreseeable capital requirements.

The Board believes that maintaining a lower number of authorized shares:

• Reflects prudent corporate governance.

• Reduces the risk of potential dilution.

• Demonstrates responsible capital structure management to stockholders.

The Board believes that decrease in authorized shares of Common Stock will help reduce the annual Delaware franchise tax obligation, which we expect will result in substantial savings to us. For tax year 2025, we paid approximately $155,000 in Delaware franchise taxes. We anticipate that, if we remain a Delaware corporation but the Board does not file the Certificate of Amendment to decrease the number of authorized shares of Common Stock from 300,000,000 to 50,000,000 shares, our Delaware franchise taxes will continue to be approximately $155,000 for each of the tax years 2026 and 2027 (based on our current capital structure and assets). However, if the stockholders approve the Authorized Common Stock Decrease Proposal and our Board subsequently determines to file the Certificate of Amendment in tax year 2025, we anticipate that our Delaware franchise taxes will decrease to approximately $25,000 for each of the tax years 2026 and 2027 (if we remain a Delaware corporation, based on our current assets).

Importantly, we believe the proposed reduction will still provide the Company with sufficient flexibility for future financing, strategic transactions, and equity incentive awards with the desire to avoid having an unreasonably high number of authorized shares and payment of excess franchise taxes, and that the size of the remaining available shares is appropriate to provide for our needs.

Current Plans, Proposals or Arrangements to Issue Shares of Common Stock

As of the Record Date, the Company had:

• 1,800,611 shares of Common Stock issuable upon the exercise of outstanding stock options with a weighted-average exercise price of $0.84 per share;

• 199,389 shares of Common Stock reserved for future issuance under our 2025 Equity Incentive Plan; and

• 817 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock which will expire at various times from June 2026 to December 2029 at exercise prices ranging from $0.92 to $46,400.00 per share.

Other than as set forth above, the Company has no current plans, proposals or arrangements, written or oral, to issue any shares of Common Stock following the filing of the proposed amendment.

Effects of the Decrease in Authorized Common Stock

The proposed amendment will not affect the rights of existing stockholders or any currently issued and outstanding shares of common stock. It will not change the number of authorized shares of preferred stock, nor will it have any impact on the Company’s issued and outstanding shares, voting rights, or other corporate governance provisions.

Dissenters’ Rights of Appraisal

Under Delaware law, stockholders are not entitled to appraisal rights with respect to the proposed amendment, and we will not independently provide our stockholders with any such right.

Procedure for Implementing the Amendment

The decrease in our authorized Common Stock will become effective upon the filing of the Certificate of Amendment or such later time as specified in the filing with the Secretary of State of the State of Delaware. The form of the Certificate of Amendment is attached hereto as Appendix A. The exact timing of the filing of the Certificate of Amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders.

Interests of Officers and Directors in this Proposal

Our officers and directors do not have any substantial interest, direct or indirect, in this proposal.

Reservation of Right to Abandon Amendment to Decrease Authorized Shares of Common Stock

The Board reserves the right to abandon the amendment of the Certificate of Incorporation to decrease the number of authorized shares of our Common Stock from 300,000,000 shares to 50,000,000 shares without further action by our stockholders at any time before the effectiveness of the filing with the Secretary of State of the State of Delaware of the Certificate of Amendment, even if the authority to amend the Certificate of Incorporation to decrease the number of authorized shares of our Common Stock from 300,000,000 shares to 50,000,000 shares has been approved by our stockholders at the Annual Meeting.

Votes Required and Board of Directors’ Recommendation

Approval of an amendment to our Certificate of Incorporation to decrease our authorized shares of Common Stock requires the affirmative vote of the majority of the outstanding shares of Common Stock entitled to vote at the meeting. Abstentions will have the effect of a vote against this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE APPROVAL OF THE AUTHORIZED COMMON STOCK DECREASE PROPOSAL.