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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): September 29, 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) |
|
(I.R.S. Employer
Identification No.) |
7921
Southpark Plaza, Suite 210
Littleton,
Colorado 80120
(Address
of principal executive offices) (Zip Code)
(844)
672-4357
(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 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
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
September 29, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Vivos Therapeutics, Inc. (the
“Company”) approved the dismissal of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered
public accounting firm, effective as of that date. Baker Tilly, as successor to Moss Adams LLP (“Moss Adams”) in the merger
described below, served as the Company’s independent registered public accounting firm from May 3, 2023 through September 30, 2026,
and its review of the Company’s unaudited condensed consolidated financial statements for the quarter ended June 30, 2026 was the
final service performed by Baker Tilly for the Company. On June 3, 2025, the Company was formally notified that Moss Adams, the
Company’s independent registered public accounting firm, merged with Baker Tilly US, LLP effective on June 3, 2025. In connection
with the notification of the merger, Moss Adams resigned as the auditors of the Company and the Audit Committee of the Company’s
Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered
public accounting firm.
Baker
Tilly’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025,
and Moss Adams’ report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31,
2024, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit
scope or accounting principles, except that both such reports included explanatory paragraphs expressing substantial
doubt regarding the Company’s ability to continue as a going concern.
During
the Company’s two most recent fiscal years ended December 31, 2025 and 2024 and the subsequent period through the date of
dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) between the Company and Baker Tilly on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Baker Tilly, would have
caused Baker Tilly to make reference to the subject matter of the disagreements in connection with its reports on the
Company’s consolidated financial statements, and (ii) no “reportable events” (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).
The
Company provided Baker Tilly with a copy of the disclosures set forth under this Item 4.01 and requested that Baker Tilly furnish the
Company with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether it agrees with
the statements made herein and, if not, stating the respects in which it does not agree. Baker Tilly’s letter with respect thereto
is filed as Exhibit 16.1 to this Current Report.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
September 29, 2026, the Audit Committee approved the engagement of Haynie & Company (“Haynie”) as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026, effective as of that date. Haynie will audit
the Company’s consolidated financial statements as of and for the fiscal year ending December 31, 2026 and will review the Company’s
unaudited condensed consolidated financial statements beginning with the quarter ended September 30, 2026.
During
the Company’s two most recent fiscal years ended December 31, 2025 and 2024 and the subsequent period through September 29,
2026, neither the Company nor anyone on its behalf consulted Haynie regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K), except that, in August 2026, the
Company discussed with Haynie a proposed joint venture transaction under evaluation by the Company. During those discussions, Haynie
identified and discussed accounting guidance that could be relevant to an analysis of the proposed structure, including ASC 323, Investments—Equity
Method and Joint Ventures, and ASC 810, Consolidation. Haynie did not provide a conclusion regarding the appropriate accounting treatment
of the proposed transaction and advised the Company that additional facts and analysis would be necessary before any accounting determination
could be made. The proposed transaction was ultimately neither signed nor consummated by the Company. The Company did not consult Baker
Tilly regarding the issues that were the subject of the consultation with Haynie.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter of Baker Tilly US, LLP to the Securities and Exchange Commission |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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:
September 30, 2026
| By: |
/s/
Roman Franklin |
|
| Name: |
Roman
Franklin |
|
| Title: |
Chief
Financial Officer |
|
