false
0001716166
0001716166
2025-11-04
2025-11-04
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): November 4, 2025
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
5.07 Submission of Matters to a Vote of Security Holders.
On
November 4, 2025, Vivos Therapeutics, Inc. (the “Company”) conducted its 2025 annual meeting of stockholders (the “Annual
Meeting”). The number of shares of common stock of the Company entitled to vote at the Annual Meeting was 7,504,807 shares outstanding
as of the September 8, 2025 record date (the “Voting Stock”). No other shares of the Company’s capital stock were entitled
to vote at the Annual Meeting.
The
number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 4,968,728 shares of Voting
Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders:
| |
(i) |
elected
each of R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow and Dr. Matthew Thompson (collectively, the
“Director Nominees”) to serve as directors on the Company’s Board of Directors (the “Board”) for a
one-year term that expires at the 2026 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their
successors are elected and qualified; |
| |
|
|
| |
(ii) |
approved
and adopted an amendment (the “Amendment”) to the Company’s 2024 Omnibus Equity Incentive Plan (the “2024
Plan”); and |
| |
|
|
| |
(iii) |
ratified
the appointment of Baker Tilly US, LLP, the successor to Moss Adams LLP, as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2025. |
The
following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal
No. 1 - Election of Directors
R.
Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow and Dr. Matthew Thompson were each elected as a director
to serve for a one-year term that expires at the 2026 annual meeting of stockholders or until a successor is elected and qualified or
until her or his earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | |
Shares Voted For | |
Shares Withheld | |
Broker Non-Vote | |
| R. Kirk Huntsman | |
2,763,108 | |
208,971 | |
1,996,649 | |
| Dr. Ralph Green | |
2,661,653 | |
310,426 | |
1,996,649 | |
| Anja Krammer | |
2,741,252 | |
230,827 | |
1,996,649 | |
| Mark Lindsay | |
2,780,996 | |
191,083 | |
1,996,649 | |
| Leonard Sokolow | |
2,700,161 | |
271,918 | |
1,996,649 | |
| Dr. Matthew Thompson | |
2,627,358 | |
344,721 | |
1,996,649 | |
Proposal
No. 2 - Approval of the Amendment to the Company’s 2024 Omnibus Equity Incentive Plan
Approved
and adopted the Amendment to the 2024 Plan. The voting results were as follows:
| Shares Voted For | |
Shares Voted Against | |
Shares Abstaining | |
Broker Non-Vote |
| 2,453,436 | |
516,368 | |
2,275 | |
1,996,649 |
Proposal
No. 3 - Ratification of the appointment of independent registered public accounting firm
Appointment
by the Company’s audit committee of Baker Tilly US, LLP, the successor to Moss Adams LLP, as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2025 was ratified. The voting results were as follows:
| Shares Voted For | |
Shares Voted Against | |
Shares Abstaining | |
Broker Non-Vote |
| 4,861,139 | |
102,827 | |
4,762 | |
n/a |
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:
November 4, 2025 |
By: |
/s/
Bradford Amman |
| |
Name: |
Bradford
Amman |
| |
Title: |
Chief
Financial Officer |
