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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): February 6, 2026 (February 4, 2026)
Vivos
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39796 |
|
81-3224056 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation
or organization) |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Gregg C. E. Johnson to the Board of Directors
Effective
as of February 4, 2026, the
Board of Directors (the “Board”) of Vivos Therapeutics, Inc. (the “Company”), pursuant to the recommendation
of the Nominating and Corporate Governance Committee of the Board, appointed Gregg C. E. Johnson as an independent director of the Board.
Mr. Johnson will also serve on the Compensation Committee of
the Board.
The
Company will compensate Mr. Johnson with an annual non-employee director cash fee of $48,000 plus $5,000 per membership on a committee
of the Board, consistent with its policy for all
non-employee directors of the Company. Mr. Johnson is also eligible to receive stock option compensation under the Company’s 2024
Equity Incentive Plan, as amended.
Gregg
C.E. Johnson, age 61, served as Secretary of the Company from July 2016 until July 2020, and a director of the Company from July 2016
until March 2018. Mr. Johnson received his Juris Doctorate degree in 1988 from Osgoode Hall Law School in Toronto, Canada, and was admitted
as a lawyer in Alberta in 1989. He also has extensive experience in corporate compliance and senior management of high-growth entrepreneurial
companies. Since May 2022, Mr. Johnson has acted as a director of Omnia Resource Development Corporation, a private company engaged in
early-stage resource delineation, development and resale of mineral properties. From October 2021 to February 2024, Mr. Johnson was a
director and Chief Executive Officer of Serenus Global Inc., a privately held fast growing controlled substance company based in Tempe,
Arizona and Calgary, Alberta. From January 2018 to November 2021, he was the Chief Executive Officer of Upeva, Inc., which provided business
advisory services pertaining to capital markets, corporate finance, mergers and acquisitions, crowdfunding, and NASDAQ compliance. Mr.
Johnson was the primary advisor to Arizona based VirTra, Inc. and was instrumental in VirTra’s successful effort to list on NASDAQ.
From March 2010 to December 2016, Mr. Johnson served as President and Chief Executive Officer of Summit Capital Corp. and Summit Capital
(USA), Inc., respectively. From March 2006 to May 2010, Mr. Johnson served as the Executive Vice President and Chief Operating Officer
of SKYE International, Inc., a company that developed and produced tankless water heaters. His career has included experience in all
stages of public company development and venture capital for emerging growth companies across Canada and the United States. We believe
Mr. Johnson’s experience in law, business, corporate compliance and emerging companies provide the requisite qualifications, skills,
perspectives, and experience that make him well qualified to serve on our Board of Directors.
Mr.
Johnson has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does
not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There
are no arrangements or understandings between Mr. Johnson and any other persons pursuant to which he was selected as a director.
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:
February 6, 2026 |
By: |
/s/
Bradford Amman |
| |
|
Bradford
Amman |
| |
|
Chief
Financial Officer |
