false
--12-31
0001449349
0001449349
2026-10-07
2026-10-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 7, 2026
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
October 7, 2026, the Company entered into a Stock Purchase and Exchange Agreement (the “Exchange Agreement”), with
a member of its Board of Directors (the “Director”). Pursuant to the Exchange Agreement, the Director agreed to (i)
purchase 250,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred”),
for a purchase price of $250,000 and (ii) exchange 385,302 shares of the Company’s Series C Convertible Preferred Stock, par value
$0.001 per share (the “Series C Preferred”), held by the Director for 385,302 shares Series D Preferred (the “Share
Exchange”). The Exchange Agreement contains representations, warranties, and covenants of the Company and the Director that
are customary for similar transactions. The Share Exchange was consummated on October 7, 2026. Following the transaction described above
there are no shares of Series C Preferred outstanding and there are 635,302 shares of Series D Preferred outstanding with a conversion
price of $.08 per share.
The
shares of Series D Preferred issued pursuant to the Exchange Agreement will be exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b)
of Regulation D promulgated. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the full text of
such document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item
3.03 Material Modifications to Rights of Security Holders.
The
information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Cancellation
of Series C Convertible Preferred Stock
On
October 8, 2026, (the “Effective Date”), the Company filed a Certificate of Elimination of the Series C Convertible
Preferred Stock (“the Certificate of Elimination”) with the Secretary of State of Delaware. The filing of the Certificate
of Elimination was approved by the Company’s Board of Directors, and there were no shares of Series C Preferred outstanding on
the Effective Date.
A
copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Elimination of Designations, Preferences, and Rights of Series C Convertible Preferred Stock |
| 10.1 |
|
Stock Purchase and Exchange Agreement dated October 7, 2026, by and between Carl Cadwell and Vivos Inc. |
| 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: October 8, 2026 |
By: |
/s/
Michael K. Korenko |
| |
Name: |
Michael K. Korenko |
| |
Title: |
Chief Executive Officer |
