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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2025
VIVOS
INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
000-53497 |
|
80-0138937 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1030
N Center Parkway
Kennewick,
WA |
|
99352 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (509) 736-4000
| N/A |
| (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 each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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. ☐
Explanatory
Note
This
Amendment No. 1 to the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 22, 2025
is being filed solely to correct certain typographical errors in the section entitled Appointment of David J. Swanberg below.
Item
1.01 Entry into a Material Definitive Agreement.
See
Item 5.02.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Brad Allan Weeks
On
September 15, 2025, Vivos Inc. (the “Company”) appointed Brad Allan Weeks as President of the Company, pursuant to
an employment agreement entered into between the Company and Mr. Weeks (the “Employment Agreement”). From 2024 to
September 15, 2025, Mr. Weeks served as the Company’s Business Development Manager for both the
IsoPet® and RadioGel® divisions. Prior to his engagement with the Company, Mr. Weeks served as Quality Assurance and Regulatory
Affairs Engineer for Cadwell Industries, Inc.
The
Employment Agreement provides that Mr. Weeks shall serve as President for a term effective September 1, 2025, ending on December 31,
2027, which term may be extended by written agreement of both parties. Pursuant to the Employment Agreement, Mr. Weeks shall receive:
(i) an annual base salary of $192,000; (ii) a monthly grant of $3,000 in shares common stock of the Company at the end of each fiscal
quarter based on the closing price of the Company’s common stock at the end of such fiscal quarter; and (iii) customary benefits
and reimbursement for reasonable out-of-pocket business expenses. The Employment Agreement also provides customary provisions relating
to, among other things, clawback rights, confidentiality, non-competition, and non-solicitation.
Mr.
Weeks is a seasoned leader with extensive experience in the medical device and biotechnology sectors. As President Brad plays a pivotal
role in business development, team expansion, and strategic partnerships, contributing to the Company’s growth in targeted cancer
therapies that deliver radioactive agents directly to tumors while minimizing damage to healthy tissue. Brad has built a distinguished
career in healthcare innovation, holding leadership positions at organizations focused on advancing medical technologies and patient
outcomes. His expertise includes forging international collaborations, such as recent engagements in India. Passionate about groundbreaking
solutions that improve lives, Brad is actively involved in promoting the Company’s mission to revolutionize oncology through safer,
more effective radionuclide therapies. Mr. Weeks holds a Master of Business Administration (MBA)
with a focus on Technology Management.
There
are no arrangements or understandings between Mr. Weeks and any other person pursuant to which he was appointed as the Company’s
President, and, except as discussed herein, Mr. Weeks is not a participant in any related party transaction required to be reported pursuant
to Item 404(a) of Regulation S-K.
Appointment
of David J. Swanberg
On
September 15, 2025, the Company appointed David J. Swanberg as Chief Operating Officer of the Company, pursuant to an executive consulting
agreement entered into between the Company and Mr. Swanberg (the “Consulting Agreement”). The Consulting Agreement
provides that Mr. Swanberg shall serve as Chief Operating Officer for a term effective September 1, 2025, ending on December 31, 2028,
which term may be extended by written agreement of both parties. Pursuant to the Agreement, Mr. Swanberg shall receive: (i) compensation
for consulting a rate of $12,000 per month; and (ii) a monthly grant of $3,000 in shares common stock of the Company at the end of each
fiscal quarter based on the closing price of the Company’s common stock at the end of such fiscal quarter. The Consulting Agreement
also provides customary provisions relating to, among other things, confidentiality, non-competition, and non-solicitation.
Mr.
Swanberg has over 35 years’ experience in Radiochemical Processing, Medical Isotope Production, Nuclear Waste Management, Materials
Science, Regulatory Affairs, and Project Management. He has worked in diverse organizations ranging from small start-up businesses to
corporations with multi-billion-dollar annual revenues. Most recently, he served as Technology Development Project Manager for Washington
River Protection Solutions, from 2010 to 2024. Prior to 2010, she served as Senior Chemical/Environmental Engineer for Science Applications
International Corporation since 2008. He has also previously served as Executive Vice President of Operations for IsoRay Medical Inc.
managing day-to-day operations, R&D, and New Product Development. Mr. Swanberg was a co-founder of IsoRay and led the initial Cs-131
brachytherapy seed product development, FDA 510(k) submission/clearance, and NRC Sealed Source review and registration. He led the radiation
dosimetry evaluations to meet American Association of Physicists in Medicine guidelines and is a current member of the AAPM. Mr. Swanberg
served on the IsoRay Board of Directors and participated in several capital financing rounds totaling over $30.0 million. Mr. Swanberg
has been actively engaged with the Company in his previous role as Chief Technical Manager since 2017. He has been integrally involved
in product development, production, user training, regulatory submissions, and intellectual property development. He holds a BA in Chemistry
from Bethel University (MN) and an MS in Chemical Engineering from Montana State University. He has numerous technical publications and
holds several patents.
There
are no arrangements or understandings between Mr. Swanberg and any other person pursuant to which he was appointed as the Company’s
Chief Operating Officer, and, except as discussed herein, Mr. Swanberg is not a participant in any related party transaction required
to be reported pursuant to Item 404(a) of Regulation S-K.
The
descriptions of the Employment Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the Employment Agreement and the Consulting Agreement, copies of which are attached hereto as Exhibit
10.1 and Exhibit 10.2, and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Employment Agreement by and between the Company and Brad Allan Weeks, dated September 12, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 22, 2025). |
| 10.2 |
|
Executive Consulting Agreement by and between the Company and David J. Swanberg dated September 12, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 22, 2025). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
VIVOS
INC. |
| |
|
|
| Date:
September 23, 2025 |
By: |
/s/
Michael K. Korenko |
| |
Name: |
Michael
K. Korenko |
| |
Title: |
Chief
Executive Officer |
