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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 3, 2026 (March 31, 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
1.01 Entry into a Material Definitive Agreement.
On
March 31, 2026, Vivos Therapeutics, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase
Agreement (the “PIPE SPA”) with V-Co Investors 3 LLC, a Wyoming limited liability company (“V-Co 3”).
V-Co 3 is an affiliate of New Seneca Partners Inc., a Michigan corporation (“Seneca”), a leading independent private
equity firm and an existing sponsor of significant private investment in the Company.
Pursuant
to the PIPE SPA, the Company sold to V-Co 3 in a private placement offering (the “PIPE Offering”): (i) 1,353,625 shares
(the “PIPE Shares”) of Common Stock, (ii) a pre-funded warrant to purchase 429,957 shares of Common Stock (the “Pre-Funded
Warrant”, with the shares of Common Stock underlying the Pre-Funded Warrant being referred to as the “PFW Shares”),
(iii) a Series A Common Stock Purchase Warrant (the “Series A Warrant”) to purchase up to 1,783,582 shares of Common
Stock and (iv) a Series B Common Stock Purchase Warrant to purchase up to 1,783,582 shares of Common Stock (the “Series B Warrant”,
and together with the Series A Warrant, the “Common Stock Purchase Warrants”, and together with the Pre-Funded Warrant,
the “Warrants”, and with the shares of Common Stock underlying the Common Stock Purchase Warrants being referred to
as the “Warrant Shares”).
V-Co
3 paid a purchase price of $1.34 for each PIPE Share and Pre-Funded Warrant Share and associated Common Stock Purchase Warrants, with
such price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market LLC. The PIPE Offering closed
on March 31, 2026. The Company received $850,000 in cash proceeds upon the closing of the PIPE Offering. Additionally, $1,400,000 previously
funded by V-Co 3 under a previously reported bridge promissory note entered into by the Company and V-Co 3 on January 15, 2026 (the “Bridge
Note”) automatically converted into the PIPE Offering. The gross proceeds funded under the Bridge Note exclude an original
issue discount of $140,000 paid by the Company in connection with previous funding under the Bridge Note. The Company
intends to use the net proceeds from the PIPE Offering for general working capital purposes. No placement agent was used in connection
with the PIPE Offering.
Both
Common Stock Purchase Warrants have an exercise price of $1.09 per share and became exercisable immediately as of the date of issuance.
The Common Stock Purchase Warrants are identical to each other, other than their dates of expiration (the Series A Warrant has a term
of two years and the Series B Warrant has a term of five years). The Pre-Funded Warrant has a term ending on the complete exercise of
the Pre-Funded Warrant, an exercise price of $0.0001 per share and became exercisable immediately as of the date of issuance. The Warrants
also contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations preventing
Seneca or its affiliates from exercising Warrants if such exercise would result in Seneca or its affiliates from owning in excess of
19.99% of the then outstanding Common Stock.
The
terms of the PIPE SPA require the Company to file a registration statement on Form S-3 or other appropriate form (the “Resale
Registration Statement”) registering the PIPE Shares, the PFW Shares and the Warrant Shares (collectively, the “Registerable
Securities”) for resale no later than 45 days of the closing of the PIPE Offering and to use commercially reasonable best efforts
to cause the Resale Registration Statement to be effective within 90 days of the closing of the PIPE Offering. The Company must also
use its commercially reasonable efforts to keep the Resale Registration Statement continuously effective (including by filing a post-effective
amendment to the Resale Registration Statement or a new registration statement if the Resale Registration Statement expires) for a period
of three (3) years after the date of effectiveness of the Resale Registration Statement or for such shorter period as such securities
no longer constitute Registrable Securities, subject to certain limitations specified in the PIPE SPA.
The
PIPE SPA further provides that the Company shall pay V-Co 3 in the amount equal to $50,000 for the fees and expenses of V-Co 3’s
counsel incurred in connection with the PIPE Offering. The PIPE SPA also includes standard representations, warranties, indemnifications,
and covenants of the Company and V-Co 3.
The
foregoing descriptions of the Pre-Funded Warrant, Series A Warrant, Series B Warrant and
the PIPE SPA are not complete and are subject to and qualified in their entirety by reference to the full text of the forms of such documents,
which are filed as Exhibits 4.1, 4.2, 4.3, and 10.1 hereto, respectively, and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon
the representations of V-Co 3, the offer and sale of the PIPE Shares and the Warrants was made in a private placement transaction exempt
for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state
securities or “blue sky” laws.
The
PIPE Shares and Warrants have not been registered under the Securities Act or any state securities laws and may not be offered or sold
in the United States absent registration with the Securities & Exchange Commission or an applicable exemption from the registration
requirements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Pre-Funded Warrant, dated March 31, 2026 by and between the Company and V-Co 3. |
| 4.2 |
|
Series A Common Stock Purchase Warrant, dated March 31, 2026, by and between the Company and V-Co 3. |
| 4.3 |
|
Series B Common Stock Purchase Warrant, dated March 31, 2026, by and between the Company and V-Co 3. |
| 10.1 |
|
Securities Purchase Agreement, dated March 31, 2026, by and between the Company and V-Co 3. |
| 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:
April 3, 2026 |
By: |
/s/
Bradford Amman |
| |
Name: |
Bradford
Amman |
| |
Title: |
Chief
Financial Officer |
