Vivos Therapeutics (NASDAQ: VVOS) enters $5.5M convertible funding

Rhea-AI Filing Summary

Vivos Therapeutics, Inc. entered into an unsecured convertible promissory note with V-Co Investors 3 LLC for a maximum principal amount of up to $5,500,000. V-Co, an affiliate of an existing private equity investor and advisor, has already funded $900,000 under the note to provide advance funding ahead of a proposed equity financing of up to $5,500,000 that is expected to close by February 16, 2026, the Outside Date.

The maximum principal includes a 10% original issuance discount as a financing fee to V-Co. The note carries no interest unless an event of default occurs, in which case interest accrues at 15% per year. If the equity financing occurs before the Outside Date, all principal automatically converts, dollar-for-dollar, into the same equity issued in that financing; after the Outside Date, the company may repay outstanding principal and any accrued interest without penalty. The note was issued in a private placement relying on a Section 4(a)(2) exemption and is not registered under securities laws.

Insights

Equity analyst

Vivos secures up to $5.5M in short-term, equity-linked funding from an affiliated investor.

Vivos Therapeutics has arranged an unsecured convertible note with V-Co Investors 3 LLC for a maximum principal of $5,500,000, with an initial $900,000 already funded. The stated purpose is to bridge the company to a proposed equity financing of up to $5,500,000 expected by the February 16, 2026 Outside Date, suggesting a near-term focus on liquidity and capital access.

The note features a 10% original issuance discount, effectively increasing the economic cost of the capital, but it carries no interest unless there is an event of default, when the rate rises to 15% annually. If the equity financing closes before the Outside Date, the note automatically converts dollar-for-dollar into the same equity instruments, shifting the obligation from debt to equity and creating potential dilution for existing shareholders.

If the equity financing does not occur by the Outside Date, the company retains the option to repay some or all outstanding principal and any accrued default interest without penalty, which could limit longer-term dilution if cash resources allow. The transaction was executed as an unregistered private placement under Section 4(a)(2), so any securities from conversion would be restricted until subsequently registered or otherwise exempt.

false 0001716166 0001716166 2026-01-16 2026-01-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 16, 2026 (January 15, 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 January 15, 2026, Vivos Therapeutics, Inc. (the “Company”) entered into an unsecured convertible promissory note in favor of V-Co Investors 3 LLC (“V-Co”) in the maximum principal amount of up to $5,500,000 (the “Note” and the maximum principal amount, inclusive of the original issuance discount described below, the “Maximum Principal”). V-Co is an affiliate of New Seneca Partners Inc., an existing private equity investor in, and advisor to, the Company.

The purpose of the Note is to provide advanced funding and support to the Company in connection with a proposed equity financing of the Company in the aggregate amount of up to $5,500,000 (the “Subsequent Financing”). The Company expects to close the Subsequent Financing no later than February 16, 2026 (the “Outside Date”).

On January 15, 2026, V-Co funded an initial $900,000 to the Company under the Note. At any time until the close of business day on the Outside Date, V-Co shall advance funds and confirm such amount in advance to the Company, up to the Maximum Principal. The Maximum Principal shall include a ten percent (10%) original issuance discount of the aggregate Maximum Principal as a financing fee to V-Co.

The Note does not bear any interest, except in the case of an Event of Default, which is defined as (i) the Company fails to pay the principal or any accrued interest under the Note on demand, (ii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement in any material respect contained in the Note, (iii) the Company’s voluntary bankruptcy or (iv) an involuntary bankruptcy is commenced against the Company. Upon the occurrence of any Event of Default, interest shall accrue on the Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year.

In the event of a Subsequent Financing prior to the Outside Date, all principal under the Note shall automatically convert dollar-to-dollar, without any further action required on the part of V-Co or the Company, into such equity instruments of the Company as are issued in the Subsequent Financing. The Subsequent Financing may, but is not required to be, led by V-Co. Following the Outside Date, the Company may repay all or any portion of the outstanding principal amount and any accrued interest of the Note in whole or in part without penalty.

The foregoing description of the Note is not complete and is subject to and qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein.

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, the offer and sale of the Note 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.

Neither the Note nor any securities of the Company which may be issued upon conversion of the Note have 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.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Convertible Promissory Note, dated January 15, 2026, made by the Company in favor of V-Co Investors 3 LLC
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: January 16, 2026	By:	/s/ Bradford Amman
	Name:	Bradford Amman
	Title:	Chief Financial Officer

FAQ

What financing agreement did Vivos Therapeutics (VVOS) enter on January 15, 2026?

Vivos Therapeutics entered into an unsecured convertible promissory note with V-Co Investors 3 LLC for a maximum principal amount of up to $5,500,000. The arrangement is designed to provide advance funding tied to a proposed equity financing.

How much initial funding did Vivos Therapeutics receive under the V-Co convertible note?

On January 15, 2026, Vivos Therapeutics received an initial funding of $900,000 from V-Co under the convertible promissory note, with the potential to receive additional advances up to the $5,500,000 maximum principal.

When does the related equity financing for Vivos Therapeutics need to close?

The company expects the proposed equity financing related to the note, called the Subsequent Financing, to close no later than February 16, 2026, referred to as the Outside Date.

What are the key economic terms of the Vivos Therapeutics convertible note with V-Co?

The note has a maximum principal of $5,500,000 including a 10% original issuance discount as a financing fee. It bears no interest unless an event of default occurs, after which interest accrues at 15% per annum based on a 365-day year.

How and when does the Vivos Therapeutics note convert into equity?

If a Subsequent Financing occurs before the February 16, 2026 Outside Date, all principal under the note will automatically convert dollar-for-dollar into the same equity instruments issued in that financing, without further action from either party.

Can Vivos Therapeutics repay the V-Co convertible note instead of converting it?

Yes. After the Outside Date, Vivos Therapeutics may repay all or any portion of the outstanding principal and any accrued interest on the note, in whole or in part, without penalty.

Was the Vivos Therapeutics convertible note registered with the SEC?

No. The offer and sale of the note were conducted as a private placement in reliance on the Section 4(a)(2) exemption, and neither the note nor any securities issuable upon conversion have been registered under U.S. federal or state securities laws.