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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): June 8, 2026 (May 7, 2026)
Vivos
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39796 |
|
81-3224056 |
| (State
or other jurisdiction |
|
(Commission
|
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
7921
Southpark Plaza, Suite 210
Littleton,
Colorado 80120
(Address
of principal executive offices) (Zip Code)
(866)
908-4867
(Registrant’s
telephone number, including area code)
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(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
VVOS |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. |
Streeterville
Capital, LLC Exchange Agreement
As
previously reported, Vivos Therapeutics, Inc. (the “Company”) is a party to a senior secured loan transaction, dated
June 9, 2025, with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which
Streeterville previously made a loan to the Company in the form of a Secured Promissory Note (the “Streeterville Note”)
with an original principal face amount of $8,225,000 (inclusive of a $675,000 original issuance discount and $50,000 expense allowance),
for total gross proceeds to the Company of $7,500,000. The proceeds of the Streeterville loan transactions were used by the Company in
connection with its acquisition of the operating assets of The Sleep Center of Nevada.
On
June 4, 2025, the Company entered into a definitive Exchange Agreement (the “Exchange Agreement”) with Streeterville.
The Exchange Agreement provides for the exchange of the outstanding principal under the Streeterville Note for equity securities of the
Company in two tranches subject to the Company having raised certain gross proceeds on or before to June 15, 2026 (the “Exchange
Outside Date”).
Pursuant
to the Exchange Agreement, upon the Company closing a common equity financing for gross proceeds of at least $2,600,000 (the “First
Tranche Financing”) and provided that the First Tranche Financing occurs on or before the Exchange Outside Date, Streeterville
has agreed to automatically partition $3,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “First
Partitioned Note”) and further exchange such First Partitioned Note for (i) 2,500 shares of newly designated Series A Preferred
Stock, par value $0.0001, of the Company (the “Exchange Preferred Shares”), the terms of which are set forth in the
form of Certificate of Designation for such Exchange Preferred Shares (the “Certificate of Designation”) to be filed
by the Company with the Delaware Secretary of State at the time of issuance of the Exchange Preferred Shares, and (ii) a number of shares
(the “Exchange Common Shares”, and together with the Exchange Preferred Shares, the “First Exchange Shares”)
of common stock, par value $0.0001 per share (the “Common Stock”), equal to $750,000 divided by the “Minimum
Price” as defined in the Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”).
In
addition, upon the Company closing a further common equity financing for gross proceeds of at least $1,900,000, separate, apart from,
and in addition to the $2,600,000 of gross proceeds received in the First Tranche Financing (the “Second Tranche Financing”)
and provided that the Second Tranche Financing occurs on or before the Exchange Outside Date, Streeterville has further agreed to automatically
partition an additional $1,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “Second
Partitioned Note”) and exchange such Second Partitioned Note for an additional 1,250 Exchange Preferred Shares (the “Second
Exchange Shares”).
Further,
pursuant to the Exchange Agreement and subject to the closing of the First Tranche Financing on or before the Exchange Outside Date,
Streeterville has agreed to customary lock-up provisions with respect to Company securities, with such lock-up lasting until August 15,
2026. The Exchange Agreement also includes representations, warranties, and covenants customary for a transaction of this type.
Upon
the surrender of either the First Partitioned Note or the Second Partitioned Note by Streeterville in exchange for the issuance of the
First Exchange Shares or (if applicable) the Second Exchange Shares by the Company, Streeterville has agreed to automatically enter into
a note amendment (each, a “Note Amendment”) to amend the Streeterville Note to reflect the following: (i) an extension
of the maturity date of the Streeterville Note by six months until June 10, 2027; (ii) a suspension by Streeterville of monthly principal
redemption repayment requests under the Streeterville Note until September 15, 2026 and (iii) a reduction in the amount for which Streeterville
can request monthly principal redemptions of the Streeterville Note from $550,000 to $225,000 per month.
As
provided for in the Certificate of Designations, the Exchange Preferred Shares (if issued) will (i) be non-convertible, (ii) non-voting
(except if certain limited circumstances), (iii) non-transferable, (iv) provide for a 9% annual dividend, compounding daily and payable
quarterly, (v) provide for liquidation preference over the Common Stock, and (vi) contain certain affirmative and negative covenants
in favor of Streeterville, including a requirement to obtain Streeterville’s consent for future debt and equity financings of the
Company over $2,500,000 in the aggregate (which by operation of the transactions contemplated by the foregoing, would be in addition
to the first $2,600,000 to be raised in the First Tranche Financing).
The
foregoing description of the Exchange Agreement, Certificate of Designation and Note Amendment are not complete and are subject to and
qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference. The form of Certificate of Designation and Note Amendment are attached as exhibits to the Exchange Agreement and
are not, as of the date of this Report, effective.
V-Co
Investors 4 LLC Note
On
May 7, 2026, the Company entered into an unsecured convertible promissory note in favor of V-Co Investors 4 LLC (“V-Co 4”)
in the maximum principal amount of up to $5,000,000 (the “V-Co 4 Note” and the maximum principal amount, inclusive
of the original issuance discount described below, the “Maximum Principal”). V-Co 4 is an affiliate of New Seneca
Partners Inc., an existing private equity investor in, and advisor to, the Company.
The
purpose of the V-Co Note is to provide advanced funding and support to the Company in connection with a proposed equity financing of
the Company in the aggregate amount of up to $5,500,000 (the “Subsequent Financing”). The Company expects to close
the Subsequent Financing no later than June 30, 2026 (the “V-Co Outside Date”).
On
May 7, 2026, V-Co 4 funded an initial $500,000 to the Company under the V-Co 4 Note. At any time until the close of business day on the
V-Co Outside Date, V-Co 4 shall advance funds and confirm such amount in advance to the Company, up to the Maximum Principal. The Maximum
Principal shall include a ten percent (10%) original issuance discount of the aggregate Maximum Principal as a financing fee to V-Co
4.
The
V-Co Note does not bear any interest, except in the case of an Event of Default, which is defined as (i) the Company fails to pay the
principal or any accrued interest under the V-Co Note on demand, (ii) the Company fails to observe or perform any other material covenant,
obligation, condition or agreement in any material respect contained in the V-Co Note, (iii) the Company’s voluntary bankruptcy
or (iv) an involuntary bankruptcy is commenced against the Company. Upon the occurrence of any Event of Default, interest shall accrue
on the V-Co Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year.
In
the event of a Subsequent Financing prior to the V-Co Outside Date, all principal under the V-Co 4 Note shall automatically convert dollar-to-dollar,
without any further action required on the part of V-Co 4 or the Company, into such equity instruments of the Company as are issued in
the Subsequent Financing. The Subsequent Financing may, but is not required to be, led by V-Co 4. Following the V-Co Outside Date, the
Company may repay all or any portion of the outstanding principal amount and any accrued interest of the V-Co 4 Note in whole or in part
without penalty.
The
foregoing description of the V-Co 4 Note is not complete and is subject to and qualified in its entirety by reference to the full text
of the V-Co 4 Note, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
| Item 2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information contained above in Item 1.01, to the extent applicable, is hereby incorporated by reference into this Item 2.03 in its entirety.
| Item
3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On
June 5, 2026, the Company received a letter from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid
price of the Common Stock, from April 23, 2026 to June 4, 2026, the Company is no longer in compliance with the requirement for continued
listing on The Nasdaq Capital Market to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2)
(the “Notice”).
The
Notice has no immediate effect on the continued listing status of the Company’s Common Stock on The Nasdaq Capital Market, and,
therefore, the Company’s listing remains fully effective.
The
Company is provided a compliance period of 180 calendar days from the date of the Notice, or until December 2, 2026, to regain compliance
with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before December 2, 2026, the
closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days,
subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), Nasdaq will provide written
notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the
Company does not regain compliance during the compliance period ending December 2, 2026, then Nasdaq may grant the Company a second 180
calendar day period to regain compliance, provided, among other things, the Company meets the continued listing requirement for market
value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid
price requirement, and notifies Nasdaq of its intent to cure the deficiency. The Company is, as of the date of this Report, not in compliance
with Nasdaq’s $2.4 million minimum stockholders’ equity requirement, but as effectuated the transactions contemplated by
the Exchange Agreement as part of its plan to regain compliance with such requirement.
The
Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements
within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any
extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company
would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain
compliance with the minimum bid price requirement during the 180-day compliance period, secure a second period of 180 days to regain
compliance or maintain compliance with other applicable Nasdaq listing requirements.
| Item 3.02 |
Unregistered
Sales of Equity Securities. |
The
information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon
the representations of V-Co 4, the offer and sale of the V-Co 4 Note was made in a private placement transaction exempt for registration
in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue
sky” laws.
Neither
the V-Co 4 Note nor any securities of the Company which may be issued upon conversion of the V-Co 4 Note have been registered under the
Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities
& Exchange Commission or an applicable exemption from the registration requirements.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of
Common Stock or other securities of the Company. No assurances can be made that the transactions contemplated by the Exchange Agreement
(including the First Tranche Financing or the Second Tranche Financing) will be consummated.
| Item
7.01 | Regulation
FD Disclosure. |
On
June 5, 2026, the Company issued a press release announcing the signing of the Exchange Agreement. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections
11 and 12(a)(2) of the Securities Act. Such information shall not be incorporated by reference into any filing with the Securities and
Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language
in such filing.
| Item
9.01. |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 4.1 |
|
Convertible Promissory Note, dated May 7, 2026, made by the Company in favor of V-Co Investors 4 LLC |
| 10.1 |
|
Exchange Agreement dated June 5, 2026, by and between the Company and Streeterville Capital, LLC. |
| 99.1 |
|
Press Release dated June 5, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
VIVOS
THERAPEUTICS, INC. |
| |
|
| Dated:
June 8, 2026 |
By: |
/s/
Bradford Amman |
| |
Name: |
Bradford
Amman |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
Vivos
Therapeutics Announces Binding Agreement for Senior Debt-to-Equity Exchange of Up to $4.5 Million from Streeterville Capital to Support
Continued Nasdaq Listing
LITTLETON,
Colo., June 5, 2026
–
Vivos Therapeutics, Inc. (“Vivos” or the “Company’’) (NASDAQ: VVOS), a leading medical
device and healthcare services company focused on the treatment of breathing-related sleep disorders and associated chronic health conditions,
including obstructive sleep apnea (“OSA”), today announced that it has entered into a binding agreement with its senior,
secured lender, Streeterville Capital, LLC (Streeterville) to exchange up to $4.5 million of its outstanding debt into a combination
of perpetual, nonconvertible preferred stock and shares of common stock of the Company.
In
addition, the agreement includes commitments from Streeterville to suspend any calls for repayments of its debt and any sales of Company
securities for 90 and 60 days, respectively, from the date the debt-to-equity exchange becomes effective.
In
June 2025, Vivos completed the acquisition of the operating assets of The Sleep Center of Nevada (SCN), the largest operator of medical
sleep centers in Nevada, marking the Company’s first major acquisition of a sleep testing center and associated medical sleep practice.
The transaction, supported by debt financing from Streeterville and an equity investment from an affiliate of existing Vivos investor,
New Seneca Partners, transformed the Company’s business model and its revenue and earnings potential.
The
debt-to-equity exchange will be supported by, and is contingent on the completion of one or more qualifying equity financings on terms
acceptable to the Company. There can be no assurance that any such financing will be completed, that the conditions to Streeterville’s
exchange will be satisfied, or that any debt will ultimately be exchanged as contemplated.
The
conversion of Streeterville’s debt into preferred and common stock, combined with the contemplated equity raise, is intended to
improve the Company’s stockholders’ equity and advance its stockholders’ equity remediation plan to comply with Nasdaq’s
listing standards. The transactions would, if consummated, also lower the Company’s debt service obligations, including suspending
them for 90 days, which is expected to assist the Company’s cash flows and support liquidity.
This
press release is being issued for informational purposes only and does not constitute an offer to sell or the solicitation of an offer
to buy any securities. Any securities offering, if undertaken, will be made only pursuant to applicable securities laws and definitive
offering documents.
About
Vivos Therapeutics, Inc.
Vivos
Therapeutics, Inc. (NASDAQ: VVOS) is a medical technology and healthcare services 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 80% or more 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, and statements of the Company’s management and third parties (including Seneca) 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”, “should”, “expects”,
“projects,” “intends”, “plans”, “believes”, “anticipates”, “hopes”,
“estimates”, “aim,” “goal” and derivations of such words and similar expressions about the future
are intended to identify forward-looking statements. 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 (including the actual benefits of the debt restructuring, potential equity raise, the Company’s
new model described herein and actual revenue and cash flow 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 raise the required new equity timely or in sufficient amounts, which would cause the commitment
debt-to-equity exchange to become null and void; (ii) the risk that Vivos may be unable benefit fully or at all from the transactions
discussed herein, even if they are consummated, (iii) the risk that Vivos may be unable to implement revenue, sales and marketing strategies
and other strategies that increase revenues, (iv) the risk that some patients may not achieve the desired results from using Vivos products,
(v) risks associated with regulatory scrutiny of and adverse publicity in the sleep apnea treatment sector; (vi) the risk that Vivos
may be unable to secure additional financings on reasonable terms when needed, if at all, or maintain its Nasdaq listing due to, among
other things, a deficiency in its stockholders’ equity; (vii) market and other conditions, and (viii) other risk factors described
in Vivos’ filings with the SEC. Vivos’ filings can be obtained free of charge at https://vivos.com/investors/sec-filings/.
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.
Vivos
Investor Relations and Media Contact:
Jennifer
Hauser
Investor
Relations Contact
investors@vivoslife.com
