Filing Analysis
Vivos Therapeutics, Inc. issued a press release announcing the opening of a new testing and treatment facility. This is a non-material operational update filed under Item 7.01.
📋 Key Facts
- Company announced the opening of a new testing and treatment facility on August 20, 2026.
- The announcement was made via a press release furnished as Exhibit 99.1.
- The filing is a Regulation FD disclosure (Item 7.01).
Vivos Therapeutics, Inc. announced the issuance of a new US Patent (No. 12,697,190) via a press release under Regulation FD disclosure.
📋 Key Facts
- Issuance of US Patent No. 12,697,190 announced on August 5, 2026.
- Filing made pursuant to Item 7.01 (Regulation FD Disclosure).
- The information is furnished but not 'filed' for purposes of Section 18 liability.
Vivos Therapeutics announced the resignation of CFO Bradford Amman and the appointment of Roman Franklin via a Master Services Agreement with The CFO Portal, LLC. This transition involves significant related-party transactions and an outsourced management structure.
🚩 Red Flags
- Related-party transaction: The new CFO is the CEO of the service provider (The CFO Portal, LLC) being paid by the company.
- Outsourced leadership: Transitioning to a managed services model for the CFO role can indicate resource constraints or a lack of internal depth.
- Contingent equity acceleration: Significant share/option vesting for the departing CFO is tied to a $5 million equity financing event, potentially incentivizing rapid capital raises.
📋 Key Facts
- Bradford Amman resigned as CFO and Secretary effective July 31, 2026; resignation was voluntary and not due to disagreements regarding financial reporting or internal controls.
- Amman will serve as principal accounting officer for a 90-day transition period and as an advisor for 180 days (monthly fee of $13,333).
- Roman Franklin appointed CFO via The CFO Portal, LLC; he is the CEO of the service provider.
- The Company will pay CFO Portal a monthly retainer of $27,000 and an annual equity award valued at ~$237,360.
- Amman's separation includes potential grants of 250,000 shares and 150,000 stock options, contingent upon Board approval and a $5M+ equity financing event.
Vivos Therapeutics completed a $2.1 million PIPE financing on June 30, 2026, involving the issuance of Series A Convertible Preferred Stock and warrants to V-Co Investors 4 LLC and Bigger Capital Fund, LP. The transaction included the conversion of a previously issued $1 million bridge note.
🚩 Red Flags
- Related-party transaction: CEO R. Kirk Huntsman participated in the PIPE offering indirectly through V-Co 4.
- Significant dilution potential: Issuance of ~3.6 million units including warrants and convertible preferred stock.
- High dependency on private financing: The deal largely involved converting existing debt (bridge note) rather than pure new cash influx.
📋 Key Facts
- Aggregate purchase price: ~$2.1 million.
- Units sold: 3,608,496 units at $0.582 per unit.
- Each unit contains: 1 share of Series A Convertible Preferred Stock, 1 warrant to purchase common stock, and 2 subscription rights.
- Cash proceeds received: $1,000,000; remaining $1,000,000 from conversion of a May 7, 2026, bridge note.
- Warrant exercise price: $0.456 per share (immediately exercisable).
- The company is required to file an S-3 registration statement for resale within 45 days and keep it effective.
Vivos Therapeutics has amended an existing debt-for-equity exchange agreement with Streeterville Capital, LLC. The amendment extends the deadline for a required $2.6 million qualifying financing from June 15, 2026, to August 31, 2026.
🚩 Red Flags
- Debt-for-equity exchange indicates significant pressure to manage existing indebtedness.
- Extension of a financing deadline suggests difficulty in securing the required $2.6 million capital within the original timeframe.
- The company is operating under tight liquidity constraints, evidenced by the need for debt restructuring and urgent financing requirements.
📋 Key Facts
- The Company entered into an Exchange Agreement with Streeterville Capital, LLC on June 5, 2026.
- The agreement involves exchanging outstanding indebtedness for preferred and common stock.
- A Letter Agreement dated June 18, 2026, extends the deadline to complete a qualifying financing of at least $2,600,000.
- The new deadline for the qualifying financing is August 31, 2026.
Vivos Therapeutics announced its intention to file a registration statement for a proposed rights offering. This offering would distribute transferable subscription rights to shareholders, allowing them to purchase common stock at specific exercise prices.
🚩 Red Flags
- Potential significant dilution of existing shareholders if the offering is completed.
- The need for a potential amendment to the certificate of incorporation suggests the company may lack sufficient authorized shares to complete the offering.
- Rights offerings in micro-cap companies are often indicative of urgent capital needs or difficulty accessing traditional debt/equity markets.
📋 Key Facts
- Announcement date: June 11, 2026; Filing date: June 16, 2026.
- Proposed exercise price for initial rights: Greater of $1.25 per share or 20% above the market price on the day before the record date.
- Rights are expected to be exercisable for a period of nine months.
- Upon exercise, holders are expected to receive a subsequent nine-month trading right with an exercise price of the greater of $1.75 per share or 40% above the market price.
- The offering is subject to SEC effectiveness and may require an amendment to the certificate of incorporation and a shareholder vote to increase authorized shares.
Vivos Therapeutics entered into a Collaboration Agreement on June 10, 2026, with South Palm Cardiovascular Associates, LLC (SPCVA) to form a new management services organization called AIM Florida, LLC. The entity will provide non-clinical support services for sleep apnea diagnostic and treatment services, primarily in Palm Beach County, Florida.
📋 Key Facts
- Collaboration Agreement signed June 10, 2026.
- Formation of AIM Florida, LLC to provide administrative, operational, billing, and marketing services.
- Vivos Therapeutics expects to hold at least 80% membership interest; SPCVA expects up to 20%.
- Vivos Provider Network, LLC (a wholly owned subsidiary) is intended to be the initial manager.
- Investment by SPCVA will be made at fair market value.
- Distributions and allocations will be proportional to membership interest, regardless of referral volume.
Vivos Therapeutics received a Nasdaq delisting notice due to a minimum bid price deficiency and is currently non-compliant with stockholders' equity requirements. To address liquidity and debt, the company entered into a complex debt-for-equity exchange agreement with Streeterville Capital and a new $5M convertible note with an affiliate, V-Co Investors 4 LLC.
🚩 Red Flags
- Delisting notice for minimum bid price deficiency.
- Explicit admission of non-compliance with Nasdaq's $2.4M minimum stockholders' equity requirement.
- Related-party transaction: The V-Co 4 Note is provided by an affiliate of an existing private equity investor/advisor.
- High dependency on immediate capital raises (June 15, 2026 deadline) to trigger debt relief and regain Nasdaq compliance.
- Multiple critical 8-K items (1.01, 2.03, 3.01, 3.02, 7.01) in a single filing.
📋 Key Facts
- Received Nasdaq notice on June 5, 2026, for failing to maintain a minimum bid price of $1.00; compliance deadline is December 2, 2026.
- Company admits it is currently not in compliance with Nasdaq's $2.4 million minimum stockholders' equity requirement.
- Entered into an Exchange Agreement with Streeterville Capital to convert portions of an $8.225M note into Series A Preferred Stock and Common Stock, contingent on raising $2.6M (First Tranche) and $1.9M (Second Tranche) by June 15, 2026.
- Issued an unsecured convertible promissory note to V-Co Investors 4 LLC (an affiliate of existing investor New Seneca Partners) for up to $5,000,000, with $500,000 already funded as of May 7, 2026.
- The Streeterville exchange, if completed, would extend the note maturity to June 10, 2027, and reduce monthly principal redemptions from $550,000 to $225,000.
Vivos Therapeutics received a deficiency notice from Nasdaq on April 17, 2026, for failing to maintain the minimum stockholders' equity requirement of $2.5 million. The company reported a negative stockholders' equity of approximately $1.55 million as of December 31, 2025.
🚩 Red Flags
- Negative stockholders' equity of $1.55 million.
- Receipt of a formal Nasdaq delisting notice.
- Heavy reliance on dilutive equity financing to maintain listing requirements.
📋 Key Facts
- Nasdaq notice received on April 17, 2026, regarding Rule 5550(b)(1) non-compliance.
- Stockholders' equity was negative $1.55 million as of December 31, 2025.
- Company raised $6.8 million in gross proceeds during Q1 2026 through a $4.6 million warrant inducement and a $2.25 million private placement.
- The company has 45 days (until June 1, 2026) to submit a plan to regain compliance.
- If the plan is accepted, Nasdaq may grant an extension until October 14, 2026.
Vivos Therapeutics, Inc. issued a press release on April 15, 2026, announcing its financial results for the fiscal year ended December 31, 2025. The filing serves as a routine disclosure of the company's annual financial performance.
📋 Key Facts
- The report was filed on April 15, 2026, regarding the fiscal year ended December 31, 2025.
- The company furnished a press release as Exhibit 99.1 under Item 2.02.
- The filing was signed by Bradford Amman, Chief Financial Officer.
Vivos Therapeutics entered into a $2.25 million PIPE offering with V-Co Investors 3 LLC, consisting of $850,000 in new cash and the conversion of a $1.4 million bridge note. The transaction is highly dilutive, involving the issuance of common stock, pre-funded warrants, and two series of common stock purchase warrants.
🚩 Red Flags
- Significant dilution: The total warrant coverage (including pre-funded) represents over 3.9 million shares against only 1.35 million common shares sold.
- Bridge note conversion: The conversion of a debt instrument issued only months prior (January 2026) suggests immediate liquidity needs.
- High cost of capital: The converted bridge note carried a $140,000 original issue discount (OID).
- Investor fee reimbursement: The company paid $50,000 for the investor's counsel, which is a high friction cost for an $850,000 cash raise.
📋 Key Facts
- The PIPE offering closed on March 31, 2026, with V-Co Investors 3 LLC, an affiliate of New Seneca Partners Inc.
- The company sold 1,353,625 shares of common stock and a pre-funded warrant for 429,957 shares at a price of $1.34 per unit.
- The offering included Series A and Series B warrants to purchase an aggregate of 3,567,164 shares at an exercise price of $1.09.
- A $1,400,000 bridge promissory note from January 15, 2026, was automatically converted into this PIPE offering.
- The company received only $850,000 in new cash proceeds from the closing.
- Vivos is required to file a resale registration statement within 45 days of closing.
- The company paid $50,000 of the investor's legal fees.
Vivos Therapeutics, Inc. announced the appointment of Gregg C. E. Johnson to its Board of Directors and Compensation Committee, effective February 4, 2026.
📋 Key Facts
- Gregg C. E. Johnson appointed as an independent director effective Feb 4, 2026.
- Johnson will serve on the Compensation Committee.
- Annual non-employee director cash fee: $48,000 plus $5,000 per committee membership.
- Eligible for stock option compensation under the 2024 Equity Incentive Plan.
- Mr. Johnson is a former Secretary and Director of Vivos (served July 2016–July 2020; Director July 2016–March 2018).
Vivos Therapeutics entered into a warrant inducement agreement to facilitate the immediate exercise of existing warrants at a reduced price, raising approximately $4.6 million in cash. In exchange, the company issued significant new warrants to the holder and paid substantial fees to its placement agent.
🚩 Red Flags
- Significant dilution: The issuance of nearly 4 million new warrant shares at $2.09 represents a massive increase in potential share count.
- Warrant Inducement: Often used by distressed micro-caps to avoid delisting or provide immediate liquidity, often at the expense of existing shareholders.
- Restrictive Covenants: The company is prohibited from issuing other equity or entering variable rate transactions for 6 months.
- High Transaction Costs: Significant cash and warrant fees paid to the placement agent (H.C. Wainwright).
📋 Key Facts
- Company raised ~$4.6 million in gross proceeds from an institutional investor via warrant inducement.
- Existing warrants (Jan 2023, Nov 2023, Feb 2024) were exercised at a reduced price of $2.34 per share.
- The company issued two new Inducement Warrants totaling 3,964,712 shares at an exercise price of $2.09 per share.
- H.C. Wainwright & Co., LLC acted as placement agent, receiving a 7% cash fee and warrants representing 7% of the inducement warrant shares.
- The company is prohibited from issuing new equity or entering variable rate transactions for at least six months following the registration statement effectiveness.
Vivos Therapeutics entered into a $5.5 million unsecured convertible promissory note with V-Co Investors 3 LLC, an affiliate of existing private equity investor New Seneca Partners Inc. The note provides bridge funding ahead of a planned equity financing expected to close by February 16, 2026.
🚩 Red Flags
- Related-party transaction: The lender (V-Co) is an affiliate of New Seneca Partners Inc., an existing private equity investor and advisor to the company.
- High cost of capital: Includes a 10% original issuance discount as a financing fee.
- Bridge financing dependency: The company's liquidity relies on closing a subsequent financing by the February 16, 2026 deadline.
📋 Key Facts
- Entered into an unsecured convertible promissory note on January 15, 2026.
- Maximum principal amount: $5,500,000.
- Initial funding of $900,000 was provided by V-Co on January 15, 2026.
- The note includes a 10% original issuance discount as a financing fee to V-Co.
- Note converts dollar-for-dollar into equity instruments issued in a subsequent financing event.
- Subsequent financing is expected to close no later than February 16, 2026.
- Interest rate is 0% unless an Event of Default occurs, at which point it jumps to 15% per annum.
Vivos Therapeutics, Inc. announced the grand opening of a new sleep testing and treatment center located in Auburn Hills, Michigan.
📋 Key Facts
- The company opened a new facility near Detroit in Auburn Hills, Michigan on December 16, 2025.
- The facility is focused on sleep testing and treatment services.
Vivos Therapeutics entered into a $2.09M promissory note agreement with Avondale Capital, LLC to secure approximately $1.5M in gross proceeds for working capital. The financing is characterized by high transaction costs and an original issue discount (OID) totaling over $587k.
🚩 Red Flags
- High cost of capital: The OID and fees represent a significant portion (~28%) of the principal amount.
- Related-party connection: The lender is an affiliate of Streeterville Capital, LLC, which already holds a senior secured loan with the company (potential debt stacking).
- Aggressive repayment schedule: Weekly payments of $69,778 may strain micro-cap liquidity.
- Default penalty: Interest rate jumps to 18% per annum upon event of default.
📋 Key Facts
- Entered into a Note Purchase Agreement on December 5, 2025, with Avondale Capital, LLC.
- Original principal amount of the note is $2,093,340.
- The financing includes an original issue discount (OID) of $587,340 and $6,000 in legal/transaction fees.
- Net gross proceeds to the Company are approximately $1,500,000.
- The note is non-convertible and unsecured.
- Repayment structure: Weekly payments of $69,778 starting December 12, 2025.
- Prepayment incentive: If paid in full by January 4, 2026, the balance is reduced by $286,140.
- Lender (Avondale Capital) is an affiliate of Streeterville Capital, LLC, which has a prior senior secured loan with the Company from June 9, 2025.
Vivos Therapeutics, Inc. filed an 8-K to announce the release of its financial results for the third quarter ended September 30, 2025.
📋 Key Facts
- The filing is a standard announcement of Q3 2025 financial results.
- Report date: November 19, 2025.
- Reporting period ends: September 30, 2025.
- Financial statements are provided in Exhibit 99.1.
Vivos Therapeutics, Inc. held its 2025 annual meeting of stockholders on November 4, 2025. The company successfully elected six directors, approved an amendment to its 2024 Omnibus Equity Incentive Plan, and ratified the appointment of Baker Tilly US, LLP as its independent auditor.
🚩 Red Flags
- Low quorum participation: Only ~66% of voting stock was represented at the meeting.
- Significant 'Broker Non-Votes' across all director elections (approx. 1.99M shares), indicating a large portion of shareholders did not participate in the vote.
📋 Key Facts
- Annual Meeting held on November 4, 2025.
- Quorum was established with approximately 4,968,728 shares represented (out of 7,504,807 voting shares outstanding).
- Six directors elected: R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow, and Dr. Matthew Thompson.
- Amendment to the 2024 Omnibus Equity Incentive Plan was approved by shareholders.
- Ratified Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year ending Dec 31, 2025, replacing Moss Adams LLP.
Vivos Therapeutics, Inc. has filed a prospectus supplement to increase the aggregate offering price of common stock issuable under its existing At The Market (ATM) Offering Agreement with H.C. Wainwright & Co.
🚩 Red Flags
- Increased ATM capacity often indicates a need for immediate liquidity to fund operations, which can lead to significant shareholder dilution.
📋 Key Facts
- Date of report: October 24, 2025
- The filing relates to an 'At The Market' (ATM) Offering Agreement dated February 14, 2025
- The company is increasing the aggregate offering price of shares issuable under said agreement
- H.C. Wainwright & Co. serves as the agent for the offering
Vivos Therapeutics, Inc. issued a press release announcing first-time peer-reviewed data regarding the safety and efficacy of its Vivos DNA (Daytime-Nighttime Appliance®) for treating pediatric obstructive sleep apnea.
📋 Key Facts
- Announcement date: September 17, 2025
- Subject matter: Peer-reviewed data on Vivos DNA device
- Clinical focus: Safety and efficacy in children with obstructive sleep apnea
Vivos Therapeutics, Inc. has filed a prospectus supplement to its existing At The Market (ATM) offering agreement with H.C. Wainwright & Co., LLC. This allows the company to sell up to $5.83 million of common stock through an ATM program.
🚩 Red Flags
- Potential dilution for existing shareholders through the issuance of new common stock.
- The company has not yet utilized its previous ATM offering (as of Feb 14, 2025), suggesting potential difficulty in finding buyers at higher price points or a need for strategic timing.
📋 Key Facts
- The company is utilizing an 'At The Market' (ATM) Sales Agreement with agent H.C. Wainwright & Co., LLC.
- The new prospectus supplement allows for the sale of up to $5,830,572 in aggregate sales price of common stock.
- The offering is made pursuant to a shelf registration statement on Form S-3 (File No. 333-284834) declared effective on September 10, 2025.
- As of the filing date, no shares had been sold under the previous February 14, 2025, ATM agreement.
Vivos Therapeutics completed the acquisition of R.D. Prabhu-Lata K. Shete MDs, LTD (The Sleep Center of Nevada) on June 10, 2025. The deal includes a $6 million cash component, $1.5 million in restricted common stock, and potential contingent earn-out consideration.
🚩 Red Flags
- Related-party transactions: The landlords of the acquired facility leases are entities managed by Dr. Prabhu (the Seller).
- Complexity of structure: Use of a management company (AIM) and multiple PLLCs to navigate Corporate Practice of Medicine (CPM) laws.
- High ongoing administrative fees ($300k/month total) required to maintain the practice structure.
📋 Key Facts
- Acquisition completed on June 10, 2025.
- Total consideration: $6M cash + $1.5M in restricted common stock (based on 30-day VWAP) + assumption of specific liabilities.
- Contingent earn-out: Up to $1.5M in restricted common stock based on financial milestones.
- The company's subsidiary, AIM, will provide management services for a monthly fee of $200,000 from SCN and $100,000 from SCN PLLC.
- Dr. Prabhu (Seller) receives an annual compensation of $400,000 plus performance-based bonuses under a Physician Employment Agreement.
- The acquisition includes three lease agreements for medical facilities in Las Vegas/North Las Vegas areas.
Vivos Therapeutics, Inc. filed an 8-K to furnish its second quarter 2025 financial results (ended June 30, 2025) via a press release.
📋 Key Facts
- Report date: August 20, 2025
- Reporting period: Second Quarter ended June 30, 2025
- The filing is primarily to furnish Exhibit 99.1 (Press Release) regarding financial results.
- Company is an emerging growth company.
Vivos Therapeutics completed a significant acquisition of The Sleep Center of Nevada assets, funded through an $8.25 million senior secured note and a $3.655 million PIPE offering. The transaction involves complex related-party lease agreements and high-interest debt with aggressive redemption rights.
🚩 Red Flags
- High-interest debt ($8.25M) secured by all tangible/intangible assets of the subsidiary (AIM).
- Lender redemption right: Lender can demand up to $550k cash per month, creating significant liquidity risk.
- Potential for high 'monitoring fees' if the note is not prepaid within 120 days.
- Related-party transactions involving leases where landlords are entities managed by the Seller Principal.
- Complex corporate structure (PAAs) designed to navigate Nevada's Corporate Practice of Medicine laws.
📋 Key Facts
- Completed acquisition of operating assets of The Sleep Center of Nevada (SCN) on June 10, 2025.
- Acquisition consideration: $6.0M cash, $1.5M in restricted common stock, and a potential $1.5M 'earn out' in restricted stock.
- Issued an $8.25 million Secured Promissory Note to Streeterville Capital, LLC at 9% interest, maturing in 18 months.
- The Note includes a monthly redemption right for the lender of up to $550,000 starting in 6 months.
- Closed a PIPE offering with V-Co Investors 2 LLC for $3.655 million (including conversion of a bridge note).
- Entered into Practice Administration Agreements (PAAs) with SCN and SCN PLLC involving monthly fees of $200,000 and $100,000 respectively.
Vivos Therapeutics, Inc. announced the resignation of Moss Adams LLP as its independent auditor following a merger between Moss Adams and Baker Tilly US, LLP. The company has appointed Baker Tilly US, LLP as its successor auditor.
🚩 Red Flags
- Going concern language was present in the Moss Adams audit report for the fiscal year ended December 31, 2024.
- Auditor change occurring alongside existing going concern warnings increases risk profile.
📋 Key Facts
- Moss Adams LLP merged with Baker Tilly US, LLP effective June 3, 2025.
- Moss Adams resigned as the Company's independent registered public accounting firm.
- The Audit Committee approved the appointment of Baker Tilly US, LLP as the successor auditor.
- Audit reports for fiscal years 2023 and 2024 did not contain adverse or disclaimer opinions.
- The audit report for the year ended December 31, 2024, contained an explanatory paragraph regarding a going concern uncertainty.
Vivos Therapeutics entered into a $1.1 million convertible promissory note with V-Co Investors 2 LLC, an affiliate of existing investor New Seneca Partners Inc., to fund the pending acquisition of The Sleep Center of Nevada. The note features a $100,000 financing fee and converts dollar-for-dollar upon a subsequent equity financing.
🚩 Red Flags
- Related-party transaction: V-Co Investors 2 LLC is an affiliate of New Seneca Partners Inc., an existing private equity investor and advisor to the Company.
- Debt secured by company assets (fixed assets and equipment) in the event of default.
- High interest rate (15% per annum) triggered upon Event of Default.
- Tight timeline: The acquisition must close by July 31, 2025, to avoid potential default triggers.
📋 Key Facts
- Entered into a $1,100,000 convertible promissory note on May 21, 2025.
- Net funding to the Company is $1,000,000 after a $100,000 financing fee paid to V-Co Investors 2 LLC.
- The Note is non-interest bearing unless an Event of Default occurs.
- Upon default, interest accrues at 15% per annum.
- Note converts dollar-for-dollar into equity in the event of a 'Subsequent Financing' prior to July 31, 2025.
- The Note is secured by fixed assets and equipment via a Security Agreement in the event of default.
- The funding is intended to support the acquisition of The Sleep Center of Nevada (SCN Acquisition), expected to close by July 31, 2025.
Vivos Therapeutics, Inc. issued an 8-K to announce its financial results for the first quarter ended March 31, 2025. The filing serves as a formal notification that a press release containing these results has been released.
📋 Key Facts
- Report date: May 15, 2025
- Reporting period: First Quarter ended March 31, 2025
- The company is an emerging growth company as defined in Rule 405 of the Securities Act.
- Financial results were released via press release (Exhibit 99.1).
Vivos Therapeutics, Inc. has entered into an Asset Purchase Agreement to acquire the operating assets of The Sleep Center of Nevada (SCN), including sleep testing and diagnostic centers. The transaction involves a significant cash component that the company admits it currently lacks the liquidity to fund without new debt or equity financing.
🚩 Red Flags
- Liquidity Risk: The company explicitly states it will need to finance the $6.0 million cash portion as it lacks sufficient current cash on hand.
- Unsecured Funding: Management intends to use a senior debt facility and potential equity financing, but no definitive agreement for this funding has been reached.
- Dilution Risk: Use of restricted common stock for both initial and contingent consideration will lead to further dilution of existing shareholders.
📋 Key Facts
- Acquisition target: R.D. Prabhu-Lata K. Shete MDs, LTD. d/b/a The Sleep Center of Nevada (SCN).
- Total consideration includes $6.0 million in cash (subject to adjustments), $1.5 million in restricted common stock, and a $1.5 million contingent earn-out in restricted common stock.
- The company must assume certain trade accounts payable and liabilities related to SCN contracts.
- Dr. Prabhu Rachakonda will receive an annual salary of $400,000 as part of the transition/employment agreement.
- Closing is expected in Q2 or Q3 2025, subject to various conditions including due diligence and quality of earnings report.
Vivos Therapeutics, Inc. filed an 8-K to announce its financial results for the fiscal year ended December 31, 2024.
📋 Key Facts
- Report date: March 31, 2025
- Reporting period: Fiscal year ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- Company is an emerging growth company.
Vivos Therapeutics entered into an At-The-Market (ATM) offering agreement with H.C. Wainwright & Co., LLC to sell up to $3,328,881 in common stock. The filing also includes updated employment agreements for the CEO and CFO that became effective on January 1, 2025.
🚩 Red Flags
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can lead to significant shareholder dilution.
- The relatively small size of the offering ($3.3M) suggests a need for incremental liquidity rather than large-scale strategic funding.
📋 Key Facts
- Entered into an At-The-Market (ATM) offering agreement with H.C. Wainwright & Co., LLC on February 14, 2025.
- Aggregate value of shares to be offered: up to $3,328,881.
- Wainwright will receive a 3% cash commission on gross sales price.
- The offering is conducted via an existing shelf registration statement (Form S-3) effective as of February 14, 2022.
- Amended and restated employment agreements for CEO R. Kirk Huntsman and CFO Bradford Amman became effective January 1, 2025.
Vivos Therapeutics, Inc. entered into a securities purchase agreement for a registered direct offering and concurrent private placement of warrants to raise approximately $3.5 million in gross proceeds. The funds are intended for working capital and general corporate purposes.
🚩 Red Flags
- Dilutive offering: Issuance of new common stock and warrants will dilute existing shareholders.
- Warrant overhang: Significant number of warrants issued to investors and the placement agent (49,645 shares) could create future selling pressure.
- Cash burn/Liquidity need: The relatively small size of the offering ($3.5M gross) suggests ongoing liquidity needs for working capital.
📋 Key Facts
- Offering size: 709,220 shares of common stock and 709,220 warrants.
- Combined purchase price per share and warrant: $4.935.
- Warrant exercise price: $4.81 per share; Warrants expire in two years.
- Expected gross proceeds: Approximately $3.5 million (before fees).
- Placement Agent: H.C. Wainwright & Co., LLC, receiving 7% cash fee and 1% management fee plus warrants.
- Closing date expected: December 24, 2024.
- The offering is being conducted via an existing shelf registration statement (Form S-3).
Vivos Therapeutics, Inc. held its 2024 annual meeting of stockholders on November 26, 2024. The company successfully elected six directors, approved a new 2024 Omnibus Equity Incentive Plan, and ratified the appointment of Moss Adams LLP as its independent auditor.
📋 Key Facts
- Annual Meeting held on November 26, 2024.
- Six directors (R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow, and Dr. Matthew Thompson) were elected to one-year terms.
- The 2024 Omnibus Equity Incentive Plan and contingent awards for officers/employees were approved by shareholders.
- Moss Adams LLP was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Quorum was established with approximately 2,695,565 shares of Voting Stock present.
Vivos Therapeutics, Inc. filed an 8-K to announce its financial results for the third quarter ended September 30, 2024.
📋 Key Facts
- The filing is a standard announcement of Q3 2024 financial results.
- Report date: November 14, 2024.
- Financial period covered: Third quarter ended September 30, 2024.
Vivos Therapeutics, Inc. entered into a securities purchase agreement for a registered direct offering of 1,363,812 shares at $3.15 per share. The company expects to raise approximately $4.3 million in gross proceeds to be used for working capital and general corporate purposes.
🚩 Red Flags
- Dilutive offering for existing shareholders.
- Placement agent received warrants representing ~7% of the offering size, which is a common but dilutive feature in micro-cap offerings.
- Company's forward-looking statements explicitly mention the risk of being unable to maintain its Nasdaq listing.
📋 Key Facts
- Offering Type: Registered direct offering priced at-the-market under Nasdaq rules.
- Share Price: $3.15 per share.
- Total Shares Offered: 1,363,812 shares of common stock.
- Gross Proceeds: Approximately $4.3 million (before fees and expenses).
- Placement Agent: H.C. Wainwright & Co., LLC.
- Agent Compensation: 7.0% cash fee, 1.0% management fee, plus expense reimbursement.
- Warrants Issued: 95,467 shares of common stock to the Placement Agent at an exercise price of $3.9375 per share.
- Use of Proceeds: Working capital and general corporate purposes.
Vivos Therapeutics, Inc. announced that it has received FDA 510(k) clearance for its proprietary CARE oral medical device to treat moderate to severe obstructive sleep apnea in children aged 6 to 17.
📋 Key Facts
- FDA 510(k) clearance received on September 18, 2024.
- The clearance applies to the treatment of moderate to severe obstructive sleep apnea.
- Target demographic for the device is children aged 6 to 17 years old.
- The product is part of the Company's proprietary CARE oral medical device line.
Vivos Therapeutics, Inc. announced the scheduling of its 2024 Annual Meeting of Stockholders and established revised deadlines for stockholder proposals.
📋 Key Facts
- The 2024 Annual Meeting of Stockholders is scheduled for Tuesday, November 26, 2024.
- The record date for determining stockholders entitled to vote is the close of business on Friday, October 4, 2024.
- Revised deadline for stockholder proposals under Rule 14a-8: September 27, 2024.
- Deadline for director nominations or other non-Rule 14a-8 proposals: September 27, 2024.
Vivos Therapeutics announced the Board's approval of a new 2024 Omnibus Equity Incentive Plan and amended employment agreements for the CEO and CFO. The filing includes contingent stock option grants for top executives and salary increases effective January 1, 2025.
🚩 Red Flags
- Significant increase in executive compensation (salaries and target bonuses) for a micro-cap company.
- Large issuance of contingent stock options (over 1 million total) which may lead to future dilution.
- Extensive severance packages including accelerated vesting of all equity upon Change in Control.
📋 Key Facts
- Board approved the 2024 Omnibus Equity Incentive Plan to replace the 2019 Plan, subject to stockholder approval.
- The new plan provides for a total of 1,600,000 shares of Common Stock available for future awards.
- Contingent stock option awards totaling 1,020,487 options were approved for CEO R. Kirk Huntsman (315,421 ISOs) and CFO Bradford Amman (149,533 ISOs), among others.
- The exercise price for contingent options is $2.62 per share (based on Sept 6, 2024 closing price).
- Amended employment agreements for the CEO and CFO include base salary increases: CEO to $450,000 (from $389,595) and CFO to $320,000 (from $259,648), effective Jan 1, 2025.
- Severance provisions include up to 24 months of base salary in the event of a Change in Control termination.
Vivos Therapeutics, Inc. filed an 8-K to announce the release of its financial results for the second quarter ended June 30, 2024.
📋 Key Facts
- Report date: August 14, 2024
- Reporting period: Second Quarter ended June 30, 2024
- The filing is a standard announcement of quarterly financial results via press release (Exhibit 99.1).
Vivos Therapeutics received a reprieve from the Nasdaq Hearings Panel, allowing continued listing provided they file their Q2 10-Q by August 15, 2024, demonstrating compliance with the $2.5 million stockholders' equity requirement. The company is actively seeking additional capital to maintain this threshold.
🚩 Red Flags
- Ongoing risk of delisting if the upcoming 10-Q does not demonstrate sufficient stockholders' equity.
- Dependency on successful future capital raises to maintain Nasdaq compliance.
- Potential material adverse effect on stock price and liquidity if delisting occurs.
📋 Key Facts
- Nasdaq notified the company on May 16, 2024, of failure to meet the $2.5M equity requirement as of March 31, 2024.
- A $7.5 million equity private placement was closed on June 10, 2024, intended to rectify the deficiency.
- The Nasdaq Hearings Panel granted a request for continued listing on July 5, 2024.
- Compliance is contingent upon filing Form 10-Q (for quarter ended June 30, 2024) by August 15, 2024, showing equity >= $2.5M.
- The company is exploring additional equity capital financing to stay above the minimum threshold.
Vivos Therapeutics is addressing a Nasdaq non-compliance notice regarding the minimum stockholders' equity requirement. While a $7.5 million private placement in June 2024 has likely restored compliance, the company faces an imminent Nasdaq Hearings Panel hearing on June 27, 2024.
🚩 Red Flags
- Delisting risk: An adverse ruling from the Nasdaq Hearings Panel would lead to delisting.
- Capitalization risk: The Company explicitly states it will need to raise additional equity capital to maintain ongoing compliance with the Equity Requirement.
- Liquidity/Funding risk: There is a stated risk that the Company may be unable to raise sufficient capital in the future.
📋 Key Facts
- Nasdaq determined as of March 31, 2024, that the Company failed to meet the $2.5 million minimum stockholders' equity requirement (Rule 5550(b)(1)).
- The Company completed a $7.5 million private placement on June 10, 2024.
- A Nasdaq Hearings Panel hearing is scheduled for June 27, 2024, to request continued listing.
- The company expects a decision from the Panel within 30 days of the hearing.
Vivos Therapeutics completed a $7.5 million private placement with V-CO Investors LLC, which includes significant warrant coverage and board observation rights for the investor. The filing also details a strategic alliance and management services agreement involving the same investor group.
🚩 Red Flags
- Significant potential dilution: Total shares underlying warrants exceed 6.3 million shares, which is massive relative to the current float/capitalization.
- Investor control: V-CO Investors (Seneca) receives board observation rights and has a 'participation payment' based on net cash flow.
- Complex related-party structure: The management services agreement (MSA) involves a subsidiary (AIM) paying fees and profit participation to the investor (V-CO).
- Profit sharing: V-CO is entitled to a percentage of net positive cash flow from the SAA operations until they receive 2x their investment.
📋 Key Facts
- Closed a private placement on June 10, 2024, raising $7.5 million in gross proceeds.
- Issued 169,498 shares of common stock at $2.329 per share (price set for Nasdaq compliance).
- Issued pre-funded warrants to purchase 3,050,768 shares and common stock purchase warrants for up to 3,220,266 shares.
- V-CO Investors LLC (affiliate of Seneca) granted board observation rights for 3 years.
- Company must file a Resale Registration Statement by July 25, 2024, and aim for effectiveness by September 8, 2024.
- Entered into a Strategic Alliance Agreement (SAA) with Rebis Health Holdings, LLC for sleep apnea treatment marketing/distribution.
Vivos Therapeutics received a notice from Nasdaq stating it has failed to meet the Minimum Stockholders' Equity Requirement of $2.5 million as of May 16, 2024. The company has filed an appeal to stay delisting proceedings pending a hearing before the Nasdaq Hearing Panel.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to maintain Minimum Stockholders' Equity Requirement (Nasdaq Listing Rule 5550(b)(1))
- Repeated failure to meet equity requirements despite previous capital raising activities in Nov 2023 and Feb 2024
- Risk of material adverse effect on stock price, liquidity, and ability to raise capital if delisted
📋 Key Facts
- Nasdaq determined stockholders' equity is below the required $2.5 million threshold based on the March 31, 2024, 10-Q report.
- The company previously believed it had regained compliance as of March 19, 2024, but recent filings show a failure to maintain that status.
- Nasdaq has commenced delisting proceedings against the Company.
- The Company has filed an appeal to request an additional hearing before the Nasdaq Hearing Panel.
- Delisting/suspension action is currently stayed pending the outcome of the hearing.
Vivos Therapeutics, Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2024.
📋 Key Facts
- The filing is a standard announcement of Q1 2024 financial results.
- Report date: May 15, 2024; Event date: May 14, 2024.
- The company is an emerging growth company.
- Financial results are provided via press release in Exhibit 99.1.
Vivos Therapeutics reports that it believes it has regained compliance with Nasdaq's minimum stockholders' equity requirement as of the March 19, 2024 deadline. However, the company is still awaiting formal confirmation from Nasdaq and acknowledges a continuous need for additional capital to maintain this compliance.
🚩 Red Flags
- Ongoing risk of delisting if subsequent periodic reports do not show continued compliance.
- Explicit admission that additional capital raising is required to stay compliant.
- Risk identified regarding the inability to raise sufficient capital in the future.
📋 Key Facts
- Compliance deadline was March 19, 2024, regarding Nasdaq Listing Rule 5550(b)(1).
- The requirement is to maintain stockholders' equity of at least $2.5 million.
- Company believes compliance was achieved via capital raising in Nov 2023 and Feb 2024 and a warrant amendment.
- Nasdaq confirmation of regained compliance is currently pending.
- Management anticipates the need for further equity capital to maintain ongoing compliance.
Vivos Therapeutics, Inc. issued an 8-K to announce its financial results for the fourth quarter and fiscal year ended December 31, 2023.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended December 31, 2023.
- Report date: March 28, 2024.
- The filing includes a press release (Exhibit 99.1) detailing the financial results.
Vivos Therapeutics entered into an inducement agreement with an institutional holder to accelerate the exercise of Series B warrants, resulting in $4.0 million in gross proceeds. In exchange, the company is issuing approximately 1.47 million new warrants (Series B-1 and B-2) at a strike price of $5.05 per share.
🚩 Red Flags
- Significant potential dilution: Issuance of 1.47 million new warrants at $5.05 per share.
- Restrictive covenants: Six-month prohibition on issuing other equity or variable rate transactions.
- Liquidated damages provision in the Inducement Agreement if warrant shares are not timely delivered.
- Cashless exercise provisions and beneficial ownership waivers for the Holder.
📋 Key Facts
- Inducement Agreement signed on February 14, 2024.
- Holder to exercise Series B Warrant in full for cash at $4.02 per share (gross proceeds: ~$4.0 million).
- Company issuing two new warrants: Series B-1 (5-year term) and Series B-2 (18-month term), totaling 1,470,592 shares.
- Exercise price for new Inducement Warrants is $5.05 per share.
- AGP/Alliance Global Partners acting as exclusive financial advisor with a 7.0% cash fee on gross proceeds plus legal expense reimbursement up to $30,000.
- Company prohibited from issuing other equity or entering 'variable rate transactions' for six months following the effectiveness of the resale registration statement.