Vivos Therapeutics, Inc. 8-K Filings

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.

Vivos Therapeutics, Inc. (VVOS) reported the grand opening of a new state-of-the-art sleep testing and treatment facility in Henderson, Nevada, as part of its Sleep Centers of Nevada network. The company expects this full-service center to more than double its annual revenue production capacity in Henderson to over $10 million.

At full capacity, the facility is expected to employ up to 30 personnel, including board-certified physicians, specialized dentists, nurse practitioners, and clinical staff, and to provide integrated diagnostics and treatments such as FDA-cleared oral appliance therapy and airway-focused dental sleep medicine. Management noted that incoming referrals in the Las Vegas market have more than doubled since the May–June timeframe, and expects the added capacity to have an immediate impact on revenue in that market. Vivos also highlights the large unmet need in sleep apnea care, including an estimated 200,000 Nevadans with undiagnosed sleep apnea and a global burden of about 1 billion adults with OSA and insomnia, most of whom remain undiagnosed.

Vivos Therapeutics, Inc. reported the issuance of new US Patent No. 12,697,190, a continuation of its 2024 US Patent No. 12,048,608 for a vibrational oral appliance with mandibular advancements. The two patents together expand protection around Vivos CARE oral medical devices for obstructive sleep apnea treatment.

The company states that the new continuation patent provides broader, design-independent claims that complement the earlier structure-specific claims, aiming to make its core technology more difficult to design around. Vivos highlights prior FDA 510(k) clearances for treating severe OSA in adults and moderate to severe OSA in children.

Vivos Therapeutics, Inc. reported leadership changes and new service arrangements for its finance function. On July 31, 2026, Bradford Amman voluntarily resigned as Chief Financial Officer and Secretary, effective that date, without any disagreement regarding operations, accounting, financial reporting, internal controls or disclosure. He will remain as a non-executive transition employee for a 90-day Transition Period as principal accounting officer, then serve as an independent advisor for a further 180-day Advisory Period.

Under a Separation, Resignation and Executive Transition Agreement, Mr. Amman continues to receive his current base salary and benefits during the Transition Period, a monthly advisory fee of $13,333 during the Advisory Period, COBRA premiums for up to six months, a fully vested award of 250,000 common shares, and a stock option for 150,000 shares vesting monthly during the Advisory Period, with full vesting if the company completes an equity financing of $5 million or more. The board appointed Roman Franklin as Chief Financial Officer and principal financial officer effective July 31, 2026, under a Master Services Agreement with The CFO Portal, LLC, which includes a fixed monthly retainer of $27,000, an annual retainer of $324,000, an annual equity award valued at approximately $237,360, and a separate non-qualified option for 552,000 shares to Mr. Franklin. Because Mr. Franklin leads CFO Portal, this compensation is treated as a related party transaction and was reviewed and approved by the Audit Committee.

Vivos Therapeutics, Inc. entered into a private PIPE financing on June 30, 2026, selling 3,608,496 units at $0.582 per unit for an aggregate purchase price of about $2.1 million. Each unit includes one share of Series A Convertible Preferred Stock, a five-year warrant to buy one share of common stock at $0.456, and two contingent subscription rights.

The company received $1,000,000 in cash at closing and converted $1,000,000 previously funded under a bridge note into the PIPE. The net proceeds are intended for general working capital. The new Series A Preferred is generally non-voting, convertible one-for-one into common stock at a fixed ratio, and subject to beneficial ownership limits (typically 9.99%–19.99%) to cap concentration.

Vivos Therapeutics has amended its financing arrangement with Streeterville Capital to gain more time to raise equity and restructure debt. A June 18, 2026 letter agreement extends the deadline to complete a qualifying equity financing of at least $2,600,000 from June 15, 2026 to August 31, 2026.

Under the extended agreement, Streeterville has reaffirmed its commitment to convert up to $4.5 million of outstanding debt into a mix of perpetual, non-convertible preferred stock and common stock, on a dollar-for-dollar basis with equity raised. This structure is intended to support Vivos’ capital-raising plans while shifting part of its obligations from debt into equity.

Vivos Therapeutics plans a proposed rights offering and intends to file a registration statement with the SEC to support it. The company expects to distribute transferable subscription rights as a dividend to shareholders after the registration statement is declared effective, with the record date set 30 days after effectiveness.

Each right is expected to allow purchase of one common share at the greater of $1.25 per share or 20% above the market price before the record date, with a nine‑month exercise period. Upon exercise, holders are expected to receive a second nine‑month right with an exercise price equal to the greater of $1.75 per share or 40% above the pre‑record‑date market price. Management states the offering is intended to raise additional capital for operations and general corporate purposes.

The rights are intended to be listed for trading, but the transaction is preliminary and subject to many conditions, including SEC effectiveness, exchange rules and any shareholder approvals needed for sufficient authorized shares. Vivos emphasizes there is no assurance the rights offering will be commenced or completed, and any sale would occur only under a prospectus.

Vivos Therapeutics entered into a collaboration agreement with South Palm Cardiovascular Associates to form AIM Florida, a management services organization supporting sleep apnea and insomnia care for cardiovascular patients in Florida. Vivos expects to own at least 80% of AIM Florida, with SPCVA holding up to 20%, subject to definitive agreements and regulatory requirements.

The plan initially targets Palm Beach County and is based on Vivos’ existing sleep center model. One Sleep Optimization Team is projected to serve about 250 patients per month and generate over $6 million in annual revenue with contribution margins approaching 50% once fully deployed, with potential to add more teams over time.

Vivos Therapeutics has reached a binding Exchange Agreement with Streeterville Capital to exchange up to $4.5 million of its senior secured debt into perpetual, non‑convertible preferred stock and common shares, contingent on completing qualifying equity financings. The Streeterville note, originally $8,225,000, funded the 2025 acquisition of The Sleep Center of Nevada.

If the company raises at least $2.6 million in a first equity tranche and $1.9 million in a second, portions of the note will be exchanged, the note’s maturity will be extended to June 10, 2027, monthly redemptions reduced from $550,000 to $225,000, and redemptions suspended until September 15, 2026.

Separately, Vivos issued an unsecured, zero‑coupon convertible note to V‑Co Investors 4 LLC with a maximum principal of $5,000,000, including a 10% original issuance discount, and has already received $500,000. This note is intended to bridge a planned equity financing of up to $5,500,000, with automatic conversion into the new equity if that financing closes by June 30, 2026.

Vivos also received a Nasdaq notice that its shares traded below the $1.00 minimum bid price from April 23, 2026 to June 4, 2026, triggering a 180‑day cure period to December 2, 2026. The company is currently below Nasdaq’s $2.4 million stockholders’ equity requirement and views the debt‑to‑equity exchange and related equity raise as key parts of its remediation plan, though completion of these transactions is not assured.

Vivos Therapeutics received a Nasdaq notice on April 17, 2026 that its stockholders’ equity reported in its 2025 annual report does not meet Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million of stockholders’ equity. As of December 31, 2025, the company reported negative stockholders’ equity of about $1.55 million.

Vivos has since completed two equity financings in the first quarter of 2026 for total gross proceeds of $6.8 million, showing it can raise capital, though this alone does not cure the deficiency. The company has until June 1, 2026 to submit a compliance plan and could receive up to October 14, 2026 to regain compliance, but there is no assurance its plan will be accepted or that it will meet the requirement, and a delisting would materially harm its operations and reputation.

Vivos Therapeutics reported full-year 2025 results with higher revenue but sharply wider losses and a weakened balance sheet. Revenue rose to $17.5 million from $15.0 million, a 16% increase, driven mainly by more sleep testing services and treating obstructive sleep apnea patients at two Nevada locations of The Sleep Center of Nevada, which Vivos acquired in June 2025.

Gross profit increased to $10.5 million from $9.0 million and gross margin held at 60%. However, operating expenses climbed to $30.4 million from $20.2 million, reflecting integration and management costs for The Sleep Center of Nevada and related treatment centers, leading to an operating loss of $19.9 million versus a $11.2 million loss in 2024. Net loss widened to $21.2 million.

Cash and cash equivalents declined to $2.0 million as of December 31, 2025, from $6.3 million a year earlier, while current debt reached $8.4 million. Total liabilities rose to $26.7 million and total equity moved from positive $8.0 million to a deficit of $1.6 million. Management highlighted a strategic pivot away from enrolling VIP dentists toward alliances and acquisitions of sleep specialty providers and reiterated its goal of achieving cash flow positive operations by the end of the year.

Vivos Therapeutics, Inc. entered a Securities Purchase Agreement with V-Co Investors 3 LLC for a private PIPE Offering. The company issued 1,353,625 common shares, a Pre-Funded Warrant for 429,957 shares, and Series A and B Warrants for up to 1,783,582 shares each.

V-Co 3 paid $1.34 per PIPE Share and Pre-Funded Warrant Share with associated warrants, providing $850,000 in cash and converting $1,400,000 previously funded under a bridge note into the PIPE. The Common Stock Purchase Warrants are exercisable at $1.09 per share, while the Pre-Funded Warrant has a $0.0001 exercise price.

The Series A Warrant has a two-year term and the Series B Warrant a five-year term. Warrants include stock-based anti-dilution protection and beneficial ownership limits at 19.99%. Vivos must file a resale registration statement within 45 days and seek effectiveness within 90 days, keeping it effective for up to three years. The company will pay $50,000 of V-Co 3’s counsel fees.

Vivos Therapeutics, Inc. appointed Gregg C. E. Johnson as an independent director to its Board of Directors, effective February 4, 2026. He will also serve on the Board’s Compensation Committee.

Mr. Johnson will receive an annual non-employee director cash fee of $48,000, plus $5,000 for each Board committee membership, and is eligible for stock option awards under the company’s 2024 Equity Incentive Plan. He previously served as Vivos’ Secretary and as a director and has held senior roles in law, corporate compliance, capital markets and high-growth companies in Canada and the United States. The company states he has no family relationships with current directors or executives and no material interests in related-party transactions, and that there were no special arrangements or understandings behind his selection.

Vivos Therapeutics, Inc. entered a warrant inducement agreement with an institutional holder, leading to the cash exercise in full of three existing warrant series at a reduced exercise price of $2.34 per share, generating approximately $4.6 million in gross proceeds. In return, Vivos issued new Inducement Warrants: a five-year Series A and a 24‑month Series B, each to purchase up to 1,982,356 shares of common stock at an exercise price of $2.09 per share, for a total of 3,964,712 underlying shares. The company plans to use the net proceeds for working capital and general corporate purposes and must file a resale registration statement for the Inducement Warrant Shares by February 14, 2026. H.C. Wainwright & Co. acted as placement agent, receiving a 7.0% cash fee, a 1.0% management fee, expense reimbursement, and warrants to purchase 138,765 shares at an exercise price of $2.925 per share.

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.

Vivos Therapeutics, Inc. reported that it issued a press release announcing the grand opening of its latest sleep testing and treatment center near Detroit, in Auburn Hills, Michigan. The full text of the press release, dated December 16, 2025, is included as Exhibit 99.1 to the report.

Vivos Therapeutics, Inc. filed a Form 8-K to report that it released its financial results for the third quarter ended September 30, 2025. On November 19, 2025, the company issued a press release detailing these results, which is furnished as Exhibit 99.1 to the report and incorporated by reference. The company notes that this information, including Exhibit 99.1, is being furnished rather than filed, which limits certain liability and incorporation implications under securities laws.

Vivos Therapeutics reported results from its 2025 annual meeting. Stockholders elected R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow and Dr. Matthew Thompson to one-year board terms. An amendment to the 2024 Omnibus Equity Incentive Plan was approved with 2,453,436 shares for, 516,368 against and 2,275 abstaining. Baker Tilly US, LLP was ratified as independent auditor with 4,861,139 shares for, 102,827 against and 4,762 abstaining.

Voting eligibility totaled 7,504,807 shares outstanding as of September 8, 2025, with a quorum of approximately 4,968,728 shares represented.

Vivos Therapeutics (VVOS) reported that on October 24, 2025 it filed a prospectus supplement to increase the aggregate offering price of shares issuable under its At The Market Offering Agreement with H.C. Wainwright & Co., dated February 14, 2025. This update expands the capacity available for potential future issuances of common stock through the ATM program after effectiveness as permitted by the prospectus supplement.

The company also filed a legal opinion from Ellenoff Grossman & Schole LLP as Exhibit 5.1, with the related consent included in the same exhibit. VVOS’s common stock trades on The NASDAQ Stock Market LLC.

Vivos Therapeutics, Inc. filed a report noting that it issued a press release on September 17, 2025 announcing first-time peer-reviewed data on its Vivos DNA (Daytime-Nighttime Appliance®) treatment. The data confirms that the device is both safe and efficacious for children suffering from obstructive sleep apnea.

The report mainly serves to formally furnish this scientific and clinical update to the market, with the full details provided in the attached press release filed as Exhibit 99.1.

Vivos Therapeutics filed an amended report to add audited and pro forma financial statements and expanded disclosures for its acquisition of The Sleep Center of Nevada (SCN). On June 10, 2025, Vivos completed the deal, acquiring all operating assets of SCN for a $6.0 million cash payment, 607,287 shares of restricted common stock valued at $1.5 million, and the assumption of specified liabilities, plus a potential $1.5 million earn‑out in stock tied to a financial milestone.

Through long‑term practice administration agreements, Vivos’ subsidiary AIM will manage SCN and a related professional entity in exchange for monthly administration fees of $200,000 and $100,000, and Dr. Prabhu has a $400,000 annual physician employment agreement with bonus potential and board observation rights. Vivos outlines its Sleep Optimization team model, early integration progress, and plans to apply this structure to additional acquisitions and joint management arrangements, while highlighting significant risks, including substantial $8.25 million secured debt, regulatory and reimbursement exposure, labor constraints, and the unproven nature of its new provider‑focused business model.

Vivos Therapeutics, Inc. filed a current report to furnish a press release announcing its financial results for the second quarter ended June 30, 2025. The company issued this press release on August 19, 2025, and attached it as Exhibit 99.1.

The financial results and related details are contained in the press release, which is incorporated by reference but expressly treated as “furnished” rather than “filed” under the Exchange Act. The filing also includes an iXBRL cover page as Exhibit 104.