Vivos Therapeutics, Inc.

false 0001716166 0001716166 2026-06-08 2026-06-08 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): June 8, 2026 (May 7, 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. Streeterville Capital, LLC Exchange Agreement As previously reported, Vivos Therapeutics, Inc. (the “ Company ”) is a party to a senior secured loan transaction, dated June 9, 2025, with Streeterville Capital, LLC, a Utah limited liability company (“ Streeterville ”), pursuant to which Streeterville previously made a loan to the Company in the form of a Secured Promissory Note (the “ Streeterville Note ”) with an original principal face amount of $8,225,000 (inclusive of a $675,000 original issuance discount and $50,000 expense allowance), for total gross proceeds to the Company of $7,500,000. The proceeds of the Streeterville loan transactions were used by the Company in connection with its acquisition of the operating assets of The Sleep Center of Nevada. On June 4, 2025, the Company entered into a definitive Exchange Agreement (the “ Exchange Agreement ”) with Streeterville. The Exchange Agreement provides for the exchange of the outstanding principal under the Streeterville Note for equity securities of the Company in two tranches subject to the Company having raised certain gross proceeds on or before to June 15, 2026 (the “ Exchange Outside Date ”). Pursuant to the Exchange Agreement, upon the Company closing a common equity financing for gross proceeds of at least $2,600,000 (the “ First Tranche Financing ”) and provided that the First Tranche Financing occurs on or before the Exchange Outside Date, Streeterville has agreed to automatically partition $3,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “ First Partitioned Note ”) and further exchange such First Partitioned Note for (i) 2,500 shares of newly designated Series A Preferred Stock, par value $0.0001, of the Company (the “ Exchange Preferred Shares ”), the terms of which are set forth in the form of Certificate of Designation for such Exchange Preferred Shares (the “ Certificate of Designation ”) to be filed by the Company with the Delaware Secretary of State at the time of issuance of the Exchange Preferred Shares, and (ii) a number of shares (the “ Exchange Common Shares ”, and together with the Exchange Preferred Shares, the “ First Exchange Shares ”) of common stock, par value $0.0001 per share (the “Common Stock ”), equal to $750,000 divided by the “Minimum Price” as defined in the Rule 5635(d) of The Nasdaq Stock Market LLC (“ Nasdaq ”). In addition, upon the Company closing a further common equity financing for gross proceeds of at least $1,900,000, separate, apart from, and in addition to the $2,600,000 of gross proceeds received in the First Tranche Financing (the “ Second Tranche Financing ”) and provided that the Second Tranche Financing occurs on or before the Exchange Outside Date, Streeterville has further agreed to automatically partition an additional $1,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “ Second Partitioned Note ”) and exchange such Second Partitioned Note for an additional 1,250 Exchange Preferred Shares (the “ Second Exchange Shares ”). Further, pursuant to the Exchange Agreement and subject to the closing of the First Tranche Financing on or before the Exchange Outside Date, Streeterville has agreed to customary lock-up provisions with respect to Company securities, with such lock-up lasting until August 15, 2026. The Exchange Agreement also includes representations, warranties, and covenants customary for a transaction of this type. Upon the surrender of either the First Partitioned Note or the Second Partitioned Note by Streeterville in exchange for the issuance of the First Exchange Shares or (if applicable) the Second Exchange Shares by the Company, Streeterville has agreed to automatically enter into a note amendment (each, a “ Note Amendment ”) to amend the Streeterville Note to reflect the following: (i) an extension of the maturity date of the Streeterville Note by six months until June 10, 2027; (ii) a suspension by Streeterville of monthly principal redemption repayment requests under the Streeterville Note until September 15, 2026 and (iii) a reduction in the amount for which Streeterville can request monthly principal redemptions of the Streeterville Note from $550,000 to $225,000 per month. As provided for in the Certificate of Designations, the Exchange Preferred Shares (if issued) will (i) be non-convertible, (ii) non-voting (except if certain limited circumstances), (iii) non-transferable, (iv) provide for a 9% annual dividend, compounding daily and payable quarterly, (v) provide for liquidation preference over the Common Stock, and (vi) contain certain affirmative and negative covenants in favor of Streeterville, including a requirement to obtain Streeterville’s consent for future debt and equity financings of the Company over $2,500,000 in the aggregate (which by operation of the transactions contemplated by the foregoing, would be in addition to the first $2,600,000 to be raised in the First Tranche Financing). The foregoing description of the Exchange Agreement, Certificate of Designation and Note Amendment are not complete and are subject to and qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The form of Certificate of Designation and Note Amendment are attached as exhibits to the Exchange Agreement and are not, as of the date of this Report, effective. V-Co Investors 4 LLC Note On May 7, 2026, the Company entered into an unsecured convertible promissory note in favor of V-Co Investors 4 LLC (“ V-Co 4 ”) in the maximum principal amount of up to $5,000,000 (the “ V-Co 4 Note ” and the maximum principal amount, inclusive of the original issuance discount described below, the “ Maximum Principal ”). V-Co 4 is an