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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): October 20, 2026
VIVOS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39796 |
|
81-3224056 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
7921
Southpark Plaza, Suite 210, Littleton, Colorado 80120
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (866) 908-4867
Not
Applicable
(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, $0.0001 par value per share |
|
VVOS |
|
The
Nasdaq Stock Market LLC |
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
8.01 Other Events.
As
previously disclosed, in April 2026 Vivos Therapeutics, Inc. (the “Company”) received a deficiency notice from the Listing
Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company did not
comply with the continued listing requirements of Nasdaq Listing Rules 5550(b)(1), 5550(b)(2), or 5550(b)(3), which require a listed
company to maintain a minimum of $2.5 million in stockholders’ equity, a minimum $35 million market value of listed securities,
or a minimum of $500,000 of net income from continuing operations, respectively.
On
October 20, 2026, the Company received a letter from the Staff stating that, based on the Company’s Current Report on Form 8-K
filed October 19, 2026, the Staff has determined that the Company complies with the minimum stockholders’ equity requirement of
Nasdaq Listing Rule 5550(b)(1). The letter further stated that if the Company fails to evidence compliance upon the filing of its next
periodic report, the Company may be subject to delisting, in which case the Staff would provide written notification to the Company,
which may then appeal the Staff’s determination to a Nasdaq Hearings Panel.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the Company’s continued compliance with Nasdaq’s continued listing requirements. Forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ materially, including: (i) the risk that
the Company does not evidence compliance with the minimum stockholders’ equity requirement upon the filing of its next periodic
report; (ii) the risk that the Company’s independent registered public accounting firm or Nasdaq reaches conclusions regarding
the Company’s accounting treatment or stockholders’ equity that differ from the Company’s expectations; and (iii) the
other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date of this Current Report on Form
8-K, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Vivos Therapeutics, Inc. dated October 21, 2026 (furnished, not filed) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. |
| |
|
| Date:
October 21, 2026 |
By: |
/s/
Roman Franklin |
| |
Name: |
Roman Franklin |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1
Vivos
Therapeutics Reports Nasdaq Confirmation of Compliance with Continued Listing Shareholders’ Equity Standard
LITTLETON,
Colo., October 21, 2026 — Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (Nasdaq: VVOS), a medical
device and healthcare services company focused on developing and commercializing diagnostic and treatment methods for patients with obstructive
sleep apnea (“OSA”) and other breathing and sleep-related health conditions, today announced receipt of a letter from the
Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on October 20, 2026
stating that the Company currently complies with Listing Rule 5550(b)(1), requiring the Company to maintain stockholders’
equity of at least $2.5 million.
The
Company previously reported the closing of its acquisition of an 11% fully diluted equity interest in SOD Sciences, Inc. (“SOD”)
and a 50% undivided co-ownership interest in SOD’s pseudohypoxia early-warning test. As part of the transaction, the Company issued
12,000 shares of Series C Convertible Preferred Stock with an aggregate stated value of $12,000,000. The preferred stock is convertible
at a fixed conversion price of $0.15 per share into up to 80,000,000 shares of common stock, subject to a 19.99% exchange cap,
pending stockholder approval for lifting the cap, and an initial 4.99% beneficial ownership limitation. The preferred stock
is expected to increase stockholders’ equity by more than $10 million, subject to the Company’s final purchase price accounting
and review by the Company’s independent registered public accounting firm.
R.
Kirk Huntsman, Chairman and Chief Executive Officer of Vivos, stated, “We are pleased to receive the compliance letter from Staff
indicating that we are in compliance with Nasdaq’s Stockholders’ Equity Standard required for continued listing on the Nasdaq
Capital Market. While the Company regained compliance with the stockholders’ equity requirement following the closing of the transaction
with SOD, we continue executing our strategy to maintain compliance and grow our business.”
In
its letter, the Staff stated that, based
on the Company’s Current Report on Form 8-K filed on October 19, 2026, the Staff has determined that the Company is in compliance
with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The letter further stated that if the Company
fails to demonstrate compliance upon the filing of its next periodic report, the Company may be subject to delisting, in which case the
Staff would provide written notification to the Company, which could then appeal the Staff’s determination to a Nasdaq Hearings
Panel.
About
Vivos Therapeutics
Vivos
Therapeutics, Inc. (Nasdaq: VVOS) is a medical technology and healthcare services company dedicated to developing and commercializing
innovative diagnostic and treatment methods for patients experiencing breathing and sleep issues arising from certain dentofacial abnormalities,
including 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. For more information,
visit www.vivos.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, statements regarding the expected increase in the Company’s stockholders’ equity and the anticipated
accounting treatment of the Series C Convertible Preferred Stock and the acquired interests; the Company’s continued compliance
with Nasdaq continued listing requirements; the anticipated revenue, margin and profit opportunities; and the projected advantages of
the SOD transaction. Words such as “expects,” “believes,” “intends,” “potential,” “could,”
“may,” “would,” “contemplated” and similar expressions identify forward-looking statements.
These
statements are based on management’s current expectations and remain subject to risks and uncertainties that could cause actual
results to differ materially, including, without limitation, the risks that: (i) the Company’s independent registered public accounting
firm or Nasdaq reaches conclusions regarding the accounting treatment of the transaction or the Company’s stockholders’ equity
that differ from those anticipated; (ii) the Company will be able to maintain such compliance, and the inability of the Company to maintain
such compliance would lead to the delisting of the Company from Nasdaq; (iii) the Company does not regain or maintain compliance with
Nasdaq’s other Nasdaq listing requirements; (iv) the anticipated revenue, margin and other benefits of the SOD transaction are
not realized; (v) stockholder approval of the issuance of common stock upon conversion of the Series C Convertible Preferred Stock in
excess of the exchange cap is not obtained; (vi) conversion of the Series C Convertible Preferred Stock results in dilution to existing
stockholders; and (vii) the other risks described in the Company’s filings with the Securities and Exchange Commission, including
its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Forward-looking
statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise such statements
as result of new information, future events, or otherwise, except as required by law.
Investor
and media contact
Vivos
Therapeutics, Inc.: Investor Relations, investors@vivoslife.com
