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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 16,
2026 (June 11, 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
8.01. Other Events.
On
June 11, 2026, Vivos Therapeutics, Inc. (the “Company”) issued a press release announcing its intention to file a registration
statement with the U.S. Securities and Exchange Commission (the “SEC”) for a proposed rights offering, pursuant to which
the Company would distribute, as a dividend, transferable subscription rights to its shareholders. Subject to and following the SEC declaring
the registration statement effective, the Company intends to distribute the rights as a dividend to shareholders as of a proposed record
date to be set as the 30th day following the date on which the registration statement is declared effective by the SEC.
As
described in the press release, each right is expected to entitle the holder to purchase one share of the Company’s common stock
at an exercise price equal to the greater of $1.25 per share or 20% above the market price on the day before the record date, with the
final exercise price to be set forth in the prospectus. The rights are intended to be listed for trading on a securities exchange, subject
to satisfaction of applicable listing and regulatory requirements, and are expected to be exercisable for a period of nine months. Upon
exercise of a right, the holder is expected to receive a subsequent nine-month trading right with an expected exercise price equal to
the greater of $1.75 per share or 40% above the market price on the day before the record date. The foregoing terms are preliminary and
indicative only, and the final terms of the proposed rights offering, if commenced, will be set forth in the prospectus included in the
registration statement.
The
proposed rights offering remains subject to a number of conditions, any of which could delay, alter, or prevent its completion, including,
without limitation, the SEC declaring the registration statement effective; compliance with the applicable rules of any applicable securities
exchange, including any shareholder-approval requirements that may apply; the availability of a sufficient number of authorized but unissued
shares of common stock, which may require an amendment to the Company’s certificate of incorporation and a shareholder vote; required
approvals by the Company’s Board of Directors; and prevailing market conditions. There can be no assurance that any or all of these
conditions will be satisfied, and the Company reserves the right to modify, postpone, or terminate the proposed rights offering at any
time prior to completion.
A
copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This
Current Report on Form 8-K, including the press release filed as Exhibit 99.1, does not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Any offering of securities will be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s
intention to file a registration statement for the proposed rights offering; the anticipated timing of such filing and of effectiveness;
the proposed distribution of subscription rights as a dividend and the proposed record date therefor; the expected terms of the rights,
including the expected exercise price, the contemplated transferability of the rights, the exercise period, and any subsequent rights
issuable upon exercise; and the Company’s ability to commence, structure and complete the proposed offering on the contemplated
terms or at all. These statements are based on current expectations and assumptions and are subject to significant known and unknown
risks and uncertainties, many of which are beyond the Company’s control, including whether and when the SEC will declare the registration
statement effective; the risk that the proposed offering is delayed, modified, postponed or abandoned; the Company’s ability to
satisfy the conditions to the offering, including listing and any applicable shareholder-approval requirements; the availability of sufficient
authorized but unissued shares of common stock; the uncertain tax treatment to shareholders of the receipt, ownership, sale or exercise
of transferable rights received as a dividend; the Company’s ability to access capital on acceptable terms or at all; and general
economic and market conditions. Actual results may differ materially and adversely from those expressed or implied by such forward-looking
statements. Additional information regarding factors that may cause actual results to differ materially is included in the Company’s
filings with the SEC, which may be obtained free of charge at https://vivos.com/investors/sec-filings/. Except to the extent required
by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Vivos Therapeutics, Inc., dated June 11, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
| |
|
|
| Date:
June 16, 2026 |
By: |
/s/
R. Kirk Huntsman
|
| |
Name: |
R. Kirk Huntsman |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Vivos
Therapeutics Announces Intent to File a Registration Statement for a Proposed Rights Offering
LITTLETON,
Colo., June 11, 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 intends to file a registration
statement with the U.S. Securities and Exchange Commission (the “SEC”) for a proposed rights offering pursuant to which the
Company would distribute, as a dividend, transferable subscription rights to its shareholders.
The
Company currently expects to file a registration statement in connection with the proposed rights offering. Subject to and following
the SEC declaring the registration statement effective, the Company intends to distribute the rights as a dividend to shareholders as
of a proposed record date to be set as the 30th day following the registration statement being declared effective by the SEC.
The timing of the proposed rights offering is solely dependent upon the SEC declaring the future registration statement effective, and
there can be no assurance as to whether or when effectiveness will occur.
Key
Terms of the Proposed Rights Offering
| ● |
Exercise
price: Each right is expected to entitle the holder to purchase one share of Vivos common stock at an exercise price that is
the greater of $1.25 per share or 20% above the market price on the day before the record date as defined above. The final
exercise price will be set forth in the prospectus. |
| ● |
Trading
and transferability: The rights are intended to be listed for trading on a securities exchange, subject to satisfaction
of applicable listing requirements and any regulatory requirements. |
| ● |
Term:
The rights will be exercisable for a period of nine (9) months. |
| ● |
Subsequent
(“exploding”) right: Upon exercise of a right, the holder is expected to receive a similar nine-month trading
right with an expected exercise price that is the greater of $1.75 per share or 40% above the market on the day before the
record date. The terms of any subsequent right will be described in the prospectus. |
The
foregoing terms are preliminary and indicative only. The final terms of the proposed rights offering, if commenced, will be set forth
in the prospectus included in the registration statement. The Company reserves the right to modify any or all of the foregoing terms
at any time.
Conditions
to Completion of the Proposed Rights Offering
The
proposed rights offering remains subject to a number of conditions, any of which could delay, alter, or prevent its completion. These
include, without limitation: (i) the preparation, filing, and the SEC declaring effective a registration statement covering the rights,
the underlying shares of common stock, and the subsequent rights; (ii) compliance with applicable rules of any applicable securities
exchange, including any shareholder-approval requirements that may apply and the listing of the new securities; (iii) the availability
of a sufficient number of authorized but unissued shares of common stock, which may require an amendment to the Company’s certificate
of incorporation and a shareholder vote; (iv) all required approvals and authorizations by the Company’s Board of Directors; (v)
the absence of any conflict with the Company’s organizational documents or existing contractual obligations, including its outstanding
financing arrangements and warrants; (vi) registration or qualification under applicable state securities or ‘blue sky’ laws,
or the availability of an exemption therefrom; and (vii) prevailing market conditions. There can be no assurance that any or all of these
conditions will be satisfied, and the Company reserves the right to modify, postpone, or terminate the proposed rights offering at any
time prior to completion. The timing of the proposed rights offering is solely dependent upon the SEC declaring the planned future registration
statement effective.
Management
Commentary
“We
are pleased to move forward with our plans to prepare a registration statement for a proposed rights offering, which, if completed, is
intended to provide the Company with additional capital to support its operations and general corporate purposes,” said R. Kirk
Huntsman, Chief Executive Officer of Vivos Therapeutics. The Company can give no assurance that the proposed rights offering will
be commenced or completed, and any offering will be made only by means of a prospectus.
The
Company intends to provide additional details regarding the record date, distribution ratio, and other terms of the proposed rights offering
if and when the registration statement is filed and subsequently declared effective by the SEC.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. Any offering of securities will be made only by means of a
prospectus meeting the requirements of the Securities Act of 1933, as amended. No money or other consideration is being solicited, and
if sent in response, will not be accepted.
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 over 1 billion people 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.
Forward-Looking
Statements
This
press release and statements of the Company’s management contains “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. Forward-looking statements include,
without limitation, statements regarding: the Company’s intention to file a registration statement with the SEC for the proposed
rights offering; the anticipated timing of such filing and of effectiveness; the proposed distribution of subscription rights as a dividend
to shareholders and the proposed record date therefor; the expected terms of the rights, including the expected subscription price, the
subscription ratio, the duration of the exercise period, the contemplated transferability of the rights, and any subsequent rights issuable
upon exercise; the anticipated manner and purpose of the offering; and the Company’s ability to commence, structure and complete
the proposed offering on the contemplated terms or at all. Actual 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) whether and when the SEC will declare the registration statement effective; the risk that the proposed offering is delayed, modified,
postponed or abandoned prior to completion; (ii) the Company’s ability to satisfy the conditions to the offering, including the
listing of the new securities on, and compliance with the applicable rules of, The Nasdaq Stock Market and/or any applicable securities
exchange, and any shareholder-approval requirements that may apply; (iii) the availability of a sufficient number of authorized but unissued
shares of common stock, which may require an amendment to the Company’s certificate of incorporation and a shareholder vote; (iv)
final approval and authorization by the Company’s Board of Directors; (v) the absence of any conflict with the Company’s
organizational documents or existing contractual obligations, including its outstanding financing arrangements and warrants; (vi) the
trading price and trading volume of the Company’s common stock and of the rights, including in relation to the exercise price;
(vii) the uncertain tax treatment to shareholders of the receipt, ownership, sale or exercise of transferable rights received as a dividend;
(viii) the Company’s ability to access capital on acceptable terms or at all; (ix) the level of participation by shareholders in
the offering and the amount of proceeds, if any, ultimately realized; (x) general economic and market conditions and (xi) 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
Relations Contact
Vivos
Therapeutics, Inc.
Jennifer Hauser
investors@vivoslife.com
###
