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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): June 25, 2026 (June 18, 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.
As
previously announced, Vivos Therapeutics, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”)
with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), on June 5, 2026. Pursuant to the Exchange
Agreement, Streeterville agreed to exchange a portion of the outstanding indebtedness owed by the Company for shares of the Company’s
preferred stock and common stock.
On
June 18, 2026, the Company entered into a letter agreement with Streeterville amending the Exchange Agreement (the “Letter Agreement”),
to extend the outside date by which the Company must complete a qualifying financing of at least $2,600,000 from June 15, 2026, to August
31, 2026.
The
foregoing description of the Exchange Agreement or the Letter Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of such agreements, a copy of which is filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by
reference.
Item
7.01 Regulation FD Disclosure.
On
June 22, 2026, the Company issued a press release announcing the Letter Agreement described in Item 1.01 above. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Exchange Agreement dated as of June 5, 2026, between Vivos Therapeutics, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 8, 2026). |
| |
|
|
| 10.2* |
|
Letter Agreement dated as of June 18, 2026, between Vivos Therapeutics, Inc. and Streeterville Capital, LLC. |
| |
|
|
| 99.1* |
|
Press Release, dated June 22, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Filed herewith
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:
June 25, 2026 |
By: |
/s/
R. Kirk Huntsman |
| |
Name: |
R.
Kirk Huntsman |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Vivos
Therapeutics and Streeterville Extend Timeframe of Strategic Financing Agreement and Reaffirm Commitment to Convert Debt Into Common
Stock and Perpetual Preferred Equity
LITTLETON,
Colo., June 22, 2026 — Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (NASDAQ: VVOS), a leading
medical device and healthcare services company focused on the treatment of breathing-related sleep disorders and associated chronic health
conditions, including mild-to-severe obstructive sleep apnea (“OSA”), today announced that it has entered into an extension
of its previously announced strategic financing agreement with Streeterville Capital, LLC (“Streeterville”).
Under
the extended agreement, Streeterville has extended the timeframe of the arrangement through August 31, 2026 and reaffirmed its commitment
to convert up to $4.5 million of its outstanding debt into a combination of perpetual, non-convertible preferred stock and shares of
common stock of the Company.. The extension follows the Company’s determination that the original agreement provided too short
a timeframe for Vivos to complete its capital-raising requirements.
Why
the Agreement Was Extended
The
original agreement, announced earlier this month, committed Streeterville to converting its debt into equity on a dollar-for-dollar basis
with equity raised by the Company. The Company determined that the original timeframe of June 15 was too short to complete its planned
equity raise in an organized manner. The extension to August 31, 2026 provides additional time while Streeterville reaffirms its commitment
to convert, with the conversion structured entirely into a combination of perpetual, non-convertible preferred stock and shares of common
stock.
Key
Terms of the Extension
| ● | Streeterville
has extended the timeframe of the strategic financing agreement until August 31, 2026. |
| ● | Streeterville
reaffirmed its commitment to convert up to $4.5 million of its debt into a combination of
perpetual, non-convertible preferred stock and shares of common stock of the Company . |
| ● | The
conversion occurs once the Company raises $2.6 million and will continue up to a maximum
of $4.5 million. |
| ● | The
extended timeframe is intended to allow the Company to raise the needed equity in an organized
fashion and to permit the previously announced rights offering to commence during that period. |
| ● | The
structure supports the Company’s plan to strengthen its stockholders’ equity
and maintain compliance with the continued listing standards of The Nasdaq Stock Market. |
Management
Commentary
“We
are grateful to Streeterville for their cooperation in agreeing to extend,” said R. Kirk Huntsman, Chairman and Chief Executive
Officer of Vivos Therapeutics. “The extra time will allow the Company to raise the needed equity in an organized fashion and to
allow the announced rights offering to start during that timeframe. We believe the Company has successfully pivoted over to its new strategic
business model and is performing well on the new strategy. The spirit of cooperation and support from Streeterville has been particularly
helpful. “
About
Vivos Therapeutics, Inc.
Vivos
Therapeutics, Inc. (NASDAQ: VVOS) is a medical technology and healthcare services company focused on developing and commercializing
innovative diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities
such as obstructive sleep apnea (OSA) and snoring in adults. Vivos’ devices have been cleared by the U.S. Food and Drug Administration
(FDA) for adult patients diagnosed with all severity levels of OSA and moderate-to-severe OSA in children ages 6 to 17. Vivos’
groundbreaking Complete Airway Repositioning and Expansion (CARE) devices are the only FDA 510(k) cleared technology for treating
severe OSA in adults and the first to receive clearance for treating moderate to severe OSA in children.
OSA
affects nearly 1 Billion adults aged 30-69 years old worldwide, yet 80% or more remain undiagnosed and unaware of their condition. This
chronic disorder is not just a sleep issue—it is closely linked to many serious chronic health conditions. While the medical community
has made strides in treating sleep disorders, breathing and sleep health remain areas that are still not fully understood. As a result,
legacy OSA treatments like CPAP are often mechanistic and fail to address the root causes of OSA.
Founded
in 2016 and based in Littleton, Colorado, Vivos is working to change this. Through innovative technology, education, and acquisitions
of, or commercial collaborations with, sleep healthcare providers, Vivos is empowering healthcare providers to address the complex needs
of OSA patients more thoroughly.
Vivos
calls the use of its appliances and protocols to treat OSA The Vivos Method, which offers a proprietary, clinically effective
solution that is nonsurgical, noninvasive, and nonpharmaceutical, providing hope to allow patients to Breathe New Life.
For
more information, visit www.vivos.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release, and statements of the Company’s management and third parties (including Seneca) made in connection therewith contain
“forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended) concerning future events. Words such as “may”, “should”, “expects”,
“projects,” “intends”, “plans”, “believes”, “anticipates”, “hopes”,
“estimates”, “aim,” “goal” and derivations of such words and similar expressions about the future
are intended to identify forward-looking statements. These statements involve significant known and unknown risks and are based upon
several assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond
Vivos’ control. Actual results (including the actual benefits of the debt restructuring, potential equity raise, the timing of
the equity raise and debt restructuring, the Company’s new model described herein and actual revenue and cash flow results) may
differ materially and adversely from those expressed or implied by such forward-looking statements. Factors that could cause actual results
to differ materially include, but are not limited to: (i) the risk that Vivos may be unable to raise the required new equity timely or
in sufficient amounts, which would cause the commitment debt-to-equity exchange to become null and void; (ii) the risk that Vivos may
be unable benefit fully or at all from the transactions discussed herein, even if they are consummated, (iii) the risk that Vivos may
be unable to implement revenue, sales and marketing strategies and other strategies that increase revenues, (iv) the risk that some patients
may not achieve the desired results from using Vivos products, (v) risks associated with regulatory scrutiny of and adverse publicity
in the sleep apnea treatment sector; (vi) the risk that Vivos may be unable to secure additional financings on reasonable terms when
needed, if at all, or maintain its Nasdaq listing due to, among other things, a deficiency in its stockholders’ equity; (vii) market
and other conditions, and (viii) other risk factors described in Vivos’ filings with the SEC. Vivos’ filings can be obtained
free of charge at https://vivos.com/investors/sec-filings/. Except to the extent required by law, Vivos expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change
in Vivos’ expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.
Investor
and Media Inquiries
R.
Kirk Huntsman
Chief
Executive Officer, Vivos Therapeutics, Inc.
Email:
investors@vivoslife.com
Phone:
(720) 399-9322