Vivos Therapeutics Announces Exercise of Warrants for $4.64 Million Gross Proceeds

Rhea-AI Summary

Vivos Therapeutics (Nasdaq: VVOS) announced a definitive agreement for immediate exercise of outstanding warrants to purchase up to 1,982,356 shares at a reduced exercise price of $2.34 per share, down from original prices of $3.83–$5.05. The shares issuable upon exercise are registered for resale on Form S-3. Gross proceeds to the company are expected to be approximately $4.64 million before placement agent fees and offering expenses. The company will issue private, unregistered new warrants to purchase up to 3,964,712 shares at $2.09 per share; portions expire in 24 months and five years. The offering is expected to close on or about January 20, 2026, and net proceeds will be used for working capital and general corporate purposes.

Positive

• Gross proceeds of approximately $4.64M
• Underlying exercised shares are registered for resale on Form S-3
• New warrants are exercisable immediately, enabling potential follow-on capital

Negative

• Issuance of 3,964,712 new warrants creates potential dilution
• Warrants exercised at a reduced $2.34 price versus original $3.83–$5.05
• New warrants are unregistered and restricted until registration is filed

News Market Reaction

-3.27%

5 alerts

-3.27% News Effect

-2.9% Trough in 7 min

-$683K Valuation Impact

$20M Market Cap

0.1x Rel. Volume

On the day this news was published, VVOS declined 3.27%, reflecting a moderate negative market reaction. Argus tracked a trough of -2.9% from its starting point during tracking. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $683K from the company's valuation, bringing the market cap to $20M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Existing warrants exercised: 1,982,356 shares Original exercise prices: $3.83–$5.05 per share Reduced exercise price: $2.34 per share +5 more

8 metrics

Existing warrants exercised 1,982,356 shares Outstanding warrants from Jan 2023, Nov 2023, Feb 20 2024

Original exercise prices $3.83–$5.05 per share Exercise prices of warrants issued in 2023–2024

Reduced exercise price $2.34 per share New exercise price for immediate warrant exercise

Gross proceeds $4.64 million Expected gross proceeds before fees from warrant exercise

New warrants issued 3,964,712 warrants Unregistered warrants issued as consideration

New warrant exercise price $2.09 per share Exercise price of new unregistered warrants

New warrant expirations 5 years & 24 months Half expiring five years, half in twenty-four months

Expected closing date January 20, 2026 Target close for warrant exercise transaction

Market Reality Check

Price: $1.67 Vol: Volume 88,202 is below 20...

low vol

$1.67 Last Close

Volume Volume 88,202 is below 20-day average 128,366 (relative volume 0.69x) ahead of the warrant exercise news. low

Technical Shares at $2.14 are trading below the 200-day MA of $3.14, and well under the $7.95 52-week high, closer to the $1.925 52-week low.

Peers on Argus

VVOS was up 2.39% pre-news while peers were mixed: ADGM +10.7%, NSYS +4.77%, IRI...

VVOS was up 2.39% pre-news while peers were mixed: ADGM +10.7%, NSYS +4.77%, IRIX +2.27%, COCH -3.98%, MYO -0.09%. With no peers in the momentum scanner and split directions, the move appeared stock-specific rather than sector-driven.

Historical Context

5 past events · Latest: Dec 16 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 16	New sleep center	Positive	+0.0%	Opened affiliated sleep testing and treatment center near Detroit.
Dec 15	Investor fireside chat	Neutral	-2.4%	Announced management participation in online investor fireside chat.
Nov 19	Q3 2025 results	Positive	-4.5%	Reported strong Q3 revenue growth driven by Sleep Center of Nevada.
Nov 19	Earnings schedule	Neutral	-4.5%	Announced timing of Q3 results release and conference call.
Sep 30	Pediatric clinical data	Positive	-1.0%	Released clinical data showing significant pediatric ADHD and OSA improvements.

Pattern Detected

Recent VVOS news, including revenue growth, clinical data, and commercial expansion, often coincided with flat-to-negative price reactions, suggesting a pattern of weak follow-through even on seemingly positive updates.

Recent Company History

Over the past six months, VVOS highlighted several developments: a new affiliated sleep center near Detroit on Dec 16, 2025, investor outreach via a Water Tower Research fireside chat on Dec 16, 2025, and strong Q3 2025 revenue growth to $6.8M with higher losses. Earlier, VVOS released pediatric clinical data on Sep 30, 2025 showing marked ADHD and OSA improvements. Despite these operational and clinical milestones, shares typically moved flat to lower after these announcements, providing context for how investors had treated funding, growth, and data-related news.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-05

VVOS has an active shelf registration on Form S-3/A dated 2025-09-05, expiring 2028-09-05, with at least one usage via a 424B5 filed on 2025-10-24. The shelf provides a framework for registered capital raises alongside the newly announced warrant exercise.

Market Pulse Summary

This announcement detailed a warrant inducement transaction, exchanging immediate exercise of 1,982,...

Analysis

This announcement detailed a warrant inducement transaction, exchanging immediate exercise of 1,982,356 existing warrants for cash proceeds of about $4.64M and issuing 3,964,712 new unregistered warrants at $2.09. The move followed prior disclosures of revenue growth but ongoing losses and going-concern uncertainty. Investors may focus on how the added capital affects liquidity, how much dilution the new warrants represent, and how this interacts with the company’s active Form S-3/A and ATM capacity.

Key Terms

warrants, registration statement, form s-3, placement agent, +2 more

6 terms

warrants financial

"exercise of certain outstanding warrants to purchase up to an aggregate of 1,982,356 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration statement regulatory

"pursuant to effective registration statement on Form S-3 (Registration No. 333- 278564)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form s-3 regulatory

"pursuant to effective registration statement on Form S-3 (Registration No. 333- 278564)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

placement agent financial

"H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

private placement financial

"the Company will issue in a private placement new unregistered warrants"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration statement with the sec regulatory

"The company has agreed to file a registration statement with the SEC covering the resale"

A registration statement with the SEC is a formal filing that provides detailed information about a company and the securities it plans to sell, including financial statements, risks, management, and how proceeds will be used. For investors it acts like a nutritional label and ingredient list for an offering, enabling independent assessment of value and risk; the filing and any amendments also signal regulatory review and transparency.

AI-generated analysis. Not financial advice.

LITTLETON, Colo., Jan. 16, 2026 (GLOBE NEWSWIRE) -- Vivos Therapeutics, Inc. (“Vivos” or the “Company’’) (Nasdaq: VVOS), a leading medical device and healthcare services company focused on sleep related breathing disorders, including obstructive sleep apnea (OSA), today announced that it has entered into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 1,982,356 shares originally issued in January 2023, November 2023, and February 20, 2024, at exercise prices ranging from $3.83 to $5.05 per share, at a reduced exercise price of $2.34 per share. The shares of common stock issuable upon exercise of the warrants are registered for resale pursuant to effective registration statement on Form S-3 (Registration No. 333- 278564). The gross proceeds to the company from the exercise of the warrants are expected to be approximately $4.64 million, prior to deducting placement agent fees and offering expenses.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

As consideration for the exercise of such existing warrants for cash, the Company will issue in a private placement new unregistered warrants to purchase up to an aggregate of 3,964,712 shares of common stock at an exercise price of $2.09 per share, which warrants will be exercisable immediately upon issuance and, with respect to warrants to purchase up to 1,982,356 shares of common stock, will expire five years following the date of issuance, and with respect to warrants to purchase up to 1,982,356 shares of common stock, will expire twenty-four months following the date of issuance.

The offering is expected to close on or about January 20, 2026, subject to satisfaction of customary closing conditions. Vivos intends to use the net proceeds from the offering for working capital and general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the 1933 Act) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Vivos Therapeutics, Inc.

Vivos Therapeutics, Inc. (NASDAQ: VVOS) is a medical technology company focused on developing and commercializing innovative diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities such as obstructive sleep apnea (OSA) and snoring in adults. Vivos’ devices have been cleared by the U.S. Food and Drug Administration (FDA) for adult patients diagnosed with all severity levels of OSA and moderate-to-severe OSA in children ages 6 to 17. Vivos’ groundbreaking Complete Airway Repositioning and Expansion (CARE) devices are the only FDA 510(k) cleared technology for treating severe OSA in adults and the first to receive clearance for treating moderate to severe OSA in children.

OSA affects over 1 billion people worldwide, yet 90% remain undiagnosed and unaware of their condition. This chronic disorder is not just a sleep issue—it is closely linked to many serious chronic health conditions. While the medical community has made strides in treating sleep disorders, breathing and sleep health remain areas that are still not fully understood. As a result, legacy OSA treatments like CPAP are often mechanistic and fail to address the root causes of OSA.

Founded in 2016 and based in Littleton, Colorado, Vivos is working to change this. Through innovative technology, education, and acquisitions of, or commercial collaborations with, sleep healthcare providers, Vivos is empowering healthcare providers to address the complex needs of OSA patients more thoroughly.

Vivos calls the use of its appliances and protocols to treat OSA The Vivos Method, which offers a proprietary, clinically effective solution that is nonsurgical, noninvasive, and nonpharmaceutical, providing hope to allow patients to Breathe New Life.

For more information, visit www.vivos.com

Cautionary Note Regarding Forward-Looking Statements

This press release, including statements of the Company’s management and other parties made in connection therewith, contain “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as “may”, “would”, “should”, “expects”, “projects,” “potential,” “intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates”, “goal”. “aim” and variations of such words and similar expressions are intended to identify forward-looking statements. In this press release, forward-looking statements include, without limitation, those relating to the completion of the offering; the satisfaction of customary closing conditions, the intended use of proceeds from the offering and the anticipated closing of the offering. These statements involve significant known and unknown risks and are based upon several assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond Vivos’ control. Actual results may differ materially and adversely from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: (i) the risk that Vivos may be unable to continue to integrate business from the acquisition and alliance model into its own or otherwise implement sales, marketing and other strategies that increase revenues, (ii) the risk that some patients may not achieve the desired results from using Vivos’ products, (iii) risks associated with regulatory scrutiny of and adverse publicity in the sleep apnea diagnosis and treatment sector; (iv) the risk that Vivos may be unable to secure additional financing to continue operations, acquire additional sleep centers practices on reasonable terms, or maintain its Nasdaq listing when needed, if at all, (v) market and other conditions that could impact Vivos’ business or ability to obtain financing, and (vi) other risk factors described in Vivos’ filings with the Securities and Exchange Commission (“SEC”). Vivos’ filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, Vivos expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Vivos’ expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

Media Inquiries:

Jennifer Hauser, Executive Assistant to the CEO
Investor Relations Contact
investors@vivoslife.com

FAQ

What did Vivos Therapeutics (VVOS) announce on January 16, 2026?

Vivos announced a definitive agreement to exercise warrants for up to 1,982,356 shares at $2.34 per share, generating about $4.64M gross proceeds.

How many new warrants will Vivos (VVOS) issue and at what exercise price?

Vivos will issue private unregistered warrants to purchase up to 3,964,712 shares at an exercise price of $2.09 per share.

When is the Vivos (VVOS) offering expected to close and what will proceeds be used for?

The offering is expected to close on or about January 20, 2026, and net proceeds will be used for working capital and general corporate purposes.

Are the shares issuable upon exercise of the warrants freely tradable for VVOS shareholders?

Shares issuable upon exercise of the existing warrants are registered for resale on Form S-3; the new private warrants and their shares are unregistered until the company files a registration statement.

Who is acting as placement agent for the VVOS warrant exercise offering?

H.C. Wainwright & Co. is the exclusive placement agent for the offering.