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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): 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 |
