Vivos swaps $2.9M debt for 11.4M new shares
Vivos Therapeutics is exchanging $2.86 million of note principal for up to 11.45 million shares, significantly increasing its share count while cutting secured debt.
Rhea-AI Filing Summary
Vivos Therapeutics, Inc. (VVOS) entered into twelve exchange agreements with Streeterville Capital, LLC on August 31, 2026 to retire $2,861,270 of principal from an existing secured promissory note by issuing up to 11,445,080 shares of common stock at an average exchange price of about $0.25 per share. These exchanges are structured so that each new note is surrendered and cancelled when the related shares become free trading, and are subject to a 4.9% Beneficial Ownership Limitation and a sell-down condition that restrict further exchanges until prior shares are sold.
Immediately before the exchanges, Vivos had 22,164,313 common shares outstanding; after settlement of all issuances, it will have 33,609,393 shares outstanding, with the Exchange Shares representing about 52% of pre-exchange shares and about 34% of post-exchange shares. Following these exchanges, the remaining outstanding principal balance of the Streeterville note is disclosed as $3.7 million, and Vivos receives no cash proceeds because this is a debt-for-equity exchange relying on the Section 3(a)(9) registration exemption.
Positive
- $2,861,270 of secured note principal is being eliminated through the exchanges, reducing Vivos Therapeutics’ outstanding debt load.
- The remaining principal on the Streeterville note falls to about $3.7 million, meaning a substantial portion of the original $8.225 million note has been restructured or exchanged.
- The exchanges generate no cash outflow or commissions for Vivos, and rely on the Section 3(a)(9) exemption, simplifying the process with an existing security holder.
Negative
- Issuing up to 11,445,080 shares increases the common share count from 22,164,313 to 33,609,393, a large dilution where the new shares equal about 52% of pre-exchange shares.
- A single creditor, Streeterville Capital, becomes entitled to a large equity position (about 34% of post-exchange shares in aggregate), even though a 4.9% Beneficial Ownership Limitation applies at any one time.
- Despite the exchanges, a material $3.7 million principal balance on the Streeterville note remains outstanding, leaving ongoing secured debt obligations.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Principal Exchanged: $2,861,270
Maximum Exchange Shares: 11,445,080 shares
Average Exchange Price: $0.25 per share (approximately)
+5 more
8 metrics
Principal Exchanged
$2,861,270
Aggregate principal amount of Partitioned Notes exchanged for common stock under twelve exchange agreements
Maximum Exchange Shares
11,445,080 shares
Aggregate common shares issuable to Streeterville in the twelve exchanges
Average Exchange Price
$0.25 per share (approximately)
Average exchange price used to determine shares per Partitioned Note, stated as about $0.25
Shares Outstanding Before Exchanges
22,164,313 shares
Common stock issued and outstanding immediately prior to the exchange issuances
Shares Outstanding After Exchanges
33,609,393 shares
Common stock issued and outstanding following settlement of all Exchange Shares
Exchange Shares as % of Pre-Exchange Shares
52%
Exchange Shares as a percentage of issued and outstanding common stock immediately prior to the exchanges
Exchange Shares as % of Post-Exchange Shares
34%
Exchange Shares as a percentage of issued and outstanding common stock immediately after the exchanges
Remaining Note Principal
$3.7 million
Outstanding principal balance of the Streeterville secured promissory note after the exchanges
Key Terms
Beneficial Ownership Limitation, Minimum Price, Section 3(a)(9), Rule 144, +2 more
6 terms
Beneficial Ownership Limitation regulatory
"would beneficially own in excess of 4.9% of the number of shares of Common Stock outstanding"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Minimum Price regulatory
"equal to or greater than the “Minimum Price” of the Common Stock, as defined in Nasdaq Listing Rule 5635(d)"
The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.
Section 3(a)(9) regulatory
"in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
Rule 144 regulatory
"for purposes of Rule 144 under the Securities Act, the holding period of the Exchange Shares tacks"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
Sell-Down Condition financial
"unless Streeterville has first sold or otherwise disposed of ... so that Streeterville’s beneficial ownership does not exceed the Beneficial Ownership Limitation (the “Sell-Down Condition”)."
Nasdaq Listing Rule 5635(b) regulatory
"may not be increased, waived, amended or removed except upon the approval of the Company’s stockholders in accordance with Nasdaq Listing Rule 5635(b)"
Nasdaq Listing Rule 5635(b) is an exchange rule that requires a listed company to get shareholder approval before issuing shares or securities that can convert into voting stock when the proposed issue would substantially increase voting power or dilute existing ownership (commonly measured by a 20% threshold). Investors care because the rule limits sudden dilution or shifts in control — like needing neighbor approval before adding a large structure that changes everyone’s influence and property view.
FAQ
What transaction did Vivos Therapeutics (VVOS) announce with Streeterville Capital?
Vivos Therapeutics agreed to exchange $2,861,270 of principal from a secured promissory note held by Streeterville Capital for up to 11,445,080 shares of common stock, issued in twelve separate exchanges effective August 31, 2026.
What happens to Vivos Therapeutics’ debt after these exchanges?
After applying the $2,861,270 of exchanges, Vivos discloses that the remaining outstanding principal balance of the Streeterville secured promissory note is about $3.7 million, down from the original $8,225,000 principal amount.
Does Vivos Therapeutics receive any cash from the exchange with Streeterville?
No. Vivos states that no proceeds were received in connection with the exchanges. The transaction is a pure debt-for-equity swap, with the Partitioned Notes surrendered and cancelled in return for common shares.
What ownership limits apply to Streeterville in the VVOS exchange agreements?
Each exchange agreement includes a 4.9% Beneficial Ownership Limitation, preventing Streeterville and its affiliates from beneficially owning more than 4.9% of outstanding common stock after any issuance, and a Sell-Down Condition requiring sales before subsequent exchanges.
AI-generated analysis. How Rhea-AI works. Not financial advice.
