Vivos faces Nasdaq equity listing deficiency risk

Vivos Therapeutics received a Nasdaq notice on April 17, 2026 that its stockholders’ equity reported in its 2025 annual report does not meet Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million of stockholders’ equity.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vivos Therapeutics received a Nasdaq notice on April 17, 2026 that its stockholders’ equity reported in its 2025 annual report does not meet Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million of stockholders’ equity. As of December 31, 2025, the company reported negative stockholders’ equity of about $1.55 million.

Vivos has since completed two equity financings in the first quarter of 2026 for total gross proceeds of $6.8 million, showing it can raise capital, though this alone does not cure the deficiency. The company has until June 1, 2026 to submit a compliance plan and could receive up to October 14, 2026 to regain compliance, but there is no assurance its plan will be accepted or that it will meet the requirement, and a delisting would materially harm its operations and reputation.

Positive

None.

Negative

Nasdaq equity compliance failure and delisting risk: Vivos reported about $1.55 million in negative stockholders’ equity as of December 31, 2025, below Nasdaq’s $2.5 million minimum. Nasdaq’s notice starts a defined timeline, and the company warns any delisting would materially harm its business and reputation.

Insights

Nasdaq equity shortfall raises real delisting risk despite new funding.

The notice centers on Vivos’ negative stockholders’ equity of about $1.55 million as of December 31, 2025, versus Nasdaq’s $2.5 million minimum under Listing Rule 5550(b)(1). This is a balance sheet issue, not a trading-price trigger.

Management highlights $6.8 million of Q1 2026 equity financings, which help capital levels but do not automatically restore compliance. The company must submit a remediation plan by June 1, 2026, and even with a potential extension through October 14, 2026, Nasdaq may still deny continued listing if equity remains insufficient.

The filing underscores that a delisting would materially affect operations and reputation, which often translates into tighter access to capital and reduced investor interest. Subsequent company filings will be important for seeing whether additional financings or improved operating results close the equity gap within Nasdaq’s allowed timeframe.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Nasdaq minimum stockholders’ equity: $2,500,000 Reported stockholders’ equity: Approximately -$1.55 million Total Q1 2026 equity financings: $6.8 million +4 more

7 metrics

Nasdaq minimum stockholders’ equity $2,500,000 Required under Nasdaq Listing Rule 5550(b)(1)

Reported stockholders’ equity Approximately -$1.55 million As of December 31, 2025 per Form 10-K

Total Q1 2026 equity financings $6.8 million Aggregate gross proceeds in first quarter 2026

Warrant exercise inducement $4.6 million Equity financing completed in Q1 2026

Private placement $2.25 million Equity financing with existing investor in Q1 2026

Plan submission deadline June 1, 2026 45 days after April 17, 2026 Nasdaq notice

Potential extension end date October 14, 2026 Up to 180 calendar days from deficiency notice

Key Terms

Nasdaq Listing Rule 5550(b)(1), Minimum Stockholders’ Equity Requirement, equity financing transactions, warrant exercise inducement transaction, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1)"

Minimum Stockholders’ Equity Requirement financial

"which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Minimum Stockholders’ Equity Requirement”)"

equity financing transactions financial

"the Company engaged in two equity financing transactions during the first quarter ended March 31, 2026"

warrant exercise inducement transaction financial

"a $4.6 million warrant exercise inducement transaction"

Nasdaq Hearings Panel regulatory

"The Company would at that time be entitled to request a hearing before a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Vivos Therapeutics (VVOS) receive a Nasdaq delisting notice?

Vivos received a Nasdaq notice because its stockholders’ equity failed to meet Nasdaq Listing Rule 5550(b)(1)’s minimum of $2.5 million. The company’s Form 10-K reported about $1.55 million of negative stockholders’ equity as of December 31, 2025, triggering the continued listing deficiency.

How much stockholders’ equity does Nasdaq require for VVOS to remain listed?

Nasdaq Listing Rule 5550(b)(1) requires Vivos Therapeutics to maintain at least $2,500,000 in stockholders’ equity. As of December 31, 2025, the company instead reported approximately $1.55 million in negative stockholders’ equity, putting it below this threshold and prompting the compliance notice.

What steps has Vivos Therapeutics (VVOS) taken to address the equity deficiency?

Vivos completed two equity financing transactions in the first quarter of 2026, generating aggregate gross proceeds of $6.8 million. These included a $4.6 million warrant exercise inducement transaction and a $2.25 million private placement, demonstrating its ability to raise capital to strengthen stockholders’ equity.

How long does Vivos Therapeutics have to regain Nasdaq equity compliance?

Vivos has 45 calendar days from the April 17, 2026 notice, until June 1, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 days from the notice date, potentially through October 14, 2026, for the company to regain required stockholders’ equity.

What happens if Vivos Therapeutics cannot meet Nasdaq’s equity requirement?

If Vivos’ plan is not accepted or it fails to regain the required stockholders’ equity within any extension period, Nasdaq staff must issue a delisting determination. Vivos could then request a hearing before a Nasdaq Hearings Panel, but the company notes any delisting would materially and adversely affect operations and reputation.

Does the Nasdaq notice immediately affect trading in Vivos Therapeutics stock?

The company states the Nasdaq staff notice has no immediate impact on the listing of its common stock. Shares continue trading while Vivos prepares a compliance plan and, if needed, pursues any available extension or hearing process to address the stockholders’ equity shortfall.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 04:25 PM

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): April 22, 2026 (April 17, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 17, 2026, Vivos Therapeutics, Inc. (the “Company”) received a letter (“Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Minimum Stockholders’ Equity Requirement”). As reported in its Form 10-K, as of December 31, 2025 the Company had a negative stockholders’ equity of approximately $1.55 million. The Staff’s notice has no immediate impact on the listing of the Company’s common stock on Nasdaq.

The Company has taken affirmative steps since December 31, 2025 to remedy the Minimum Stockholders’ Equity Requirement. Specifically, as previously reported, the Company engaged in two equity financing transactions during the first quarter ended March 31, 2026 for aggregate gross proceeds of $6.8 million: a $4.6 million warrant exercise inducement transaction and $2.25 million private placement with an existing investor. While these equity financings do not in and of themselves cure the Minimum Stockholders’ Equity Requirement deficiency, they demonstrate the Company’s ability to raise funding to bolster its stockholders’ equity.

In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until June 1, 2026, to submit a plan to regain compliance with the Stockholders’ Equity Requirement, which the Company plans to timely submit for the Staff’s consideration. If the plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the deficiency notice (or through October 14, 2026) to regain compliance with the Minimum Stockholders’ Equity Requirement.

Readers are cautioned that the Staff may not accept the Company’s plan to regain compliance with the Stockholders’ Equity Requirement. Further, even if the Company’s plan of compliance is accepted, the Company may be unable to evidence compliance with the Stockholders’ Equity Requirement during any extension period that the Staff may grant, either through additional equity financings or improved operational results. If the Staff does not accept the Company’s plan or if the Company is unable to regain compliance within any extension period granted by the Staff, the Staff would be required to issue a delisting determination. The Company would at that time be entitled to request a hearing before a Nasdaq Hearings Panel to present its plan to regain compliance and to request a further extension period to regain compliance. The request for a hearing would stay any delisting action by the Staff. No assurances can be given that the Company’s efforts to comply with the Minimum Stockholders’ Equity Requirement will be successful, and any delisting of the Company’s common stock from Nasdaq would have a material adverse effect on the Company, its operations and reputation.

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: April 22, 2026	By:	/s/ Bradford Amman
	Name:	Bradford Amman
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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Vivos faces Nasdaq equity listing deficiency risk