Vivos Therapeutics, Inc.

false --12-31 0001716166 0001716166 2026-07-07 2026-07-07 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): July 7, 2026 (June 30, 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 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. On June 30, 2026, Vivos Therapeutics, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ PIPE SPA ”) with V-Co Investors 4 LLC, a Wyoming limited liability company (“ V-Co 4 ”) and Bigger Capital Fund, LP (“ Bigger ”). V-Co 4 is a holder of more than 9.99% of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) and may be deemed an affiliate of the Company. V-Co 4 and Bigger are collectively referred to herein as the “ Investors .” R. Kirk Huntsman, the Company’s Chairman and Chief Executive Officer, participated in the PIPE Offering indirectly through V-Co 4, in which he holds membership interests. Mr. Huntsman’s indirect participation represents approximately $50,000 of the aggregate purchase price paid by V-Co 4, corresponding to 85,910 shares of Preferred Stock and Warrants to purchase 85,910 shares of Common Stock included within the securities purchased of record by V-Co 4, in each case on the same terms and conditions applicable to the Investors generally. Pursuant to the PIPE SPA, the Company sold an aggregate of 3,608,496 units (the “ Units ”), at a purchase price of $0.582 per Unit, with each Unit consisting of (i) one share of Series A Convertible Preferred Stock, par value $0.0001 per share and with a stated value of $0.456 per share (the “ Preferred Stock ”), convertible into one share of Common Stock on a one-for-one basis, (ii) Common Stock purchase warrants (collectively, the “ Warrants ”) to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Stock included in such Unit, and (iii) two transferable subscription rights in respect of each Unit (each, a “ Right ” and, collectively, the “ Rights ”), issuable as an inducement to the Investors to fund their subscription amounts on an accelerated timeframe, with two Rights per Unit reflecting funding in full on or prior to June 30, 2026 under the inducement schedule set forth in the PIPE SPA. The Rights will be offered and distributed solely pursuant to a registration statement registering the Rights (the “ Rights Registration Statement ”), and the Company’s obligation to issue the Rights, and the Investors’ right to receive or exercise the Rights, is expressly conditioned upon the Securities and Exchange Commission declaring the Rights Registration Statement effective. No Rights were issued, distributed or exercisable at the closing of the PIPE Offering. The $0.582 per Unit purchase price comprises $0.457 attributable to the share of Preferred Stock included in such Unit and $0.125 attributable to the Warrant included in such Unit. Such $0.125 per Warrant Share was included for purposes of satisfying the “Minimum Price” requirement of Nasdaq Listing Rule 5635(d), but not in determining the exercise price of the Warrants. The $0.456 Market Price was calculated as the lower of (i) the Nasdaq official closing price of the Common Stock on the trading day immediately preceding the date of the PIPE SPA and (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately preceding the date of the PIPE SPA. The $0.582 per Unit purchase price accordingly exceeds the sum of the $0.456 Market Price and the $0.125 per Warrant Share attribution. The PIPE Offering closed on June 30, 2026. The aggregate purchase price for the securities sold in the PIPE Offering was approximately $2.1 million. The Company received $1,000,000 in cash proceeds upon the closing of the PIPE Offering. Additionally, $1,000,000 previously funded by V-Co 4 under a previously reported bridge promissory note entered into by the Company and V-Co 4 on May 7, 2026 (the “ Bridge Note ”) automatically converted into the PIPE Offering. The gross proceeds funded under the Bridge Note exclude an original issue discount of $100,000 paid by the Company in connection with previous funding under the Bridge Note. The Company intends to use the net proceeds from the PIPE Offering for general working capital purposes. No placement agent was used in connection with the PIPE Offering. The Warrants have an exercise price of $0.456 per share and became exercisable immediately as of the date of issuance, have a term of five years and contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations preventing (i) V-Co 4 and its affiliates from exercising Warrants to the extent such exercise would result in V-Co 4 and its affiliates beneficially owning in excess of 19.99% of the then outstanding Common Stock, and (ii) Bigger and its affiliates from exercising Warrants to the extent such exercise would result in Bigger and its affiliates beneficially owning in excess of 9.99% (or, at Bigger’s election, 4.99%) of the then outstanding Common Stock. The terms of the PIPE SPA and the Registration Rights Agreement (the “ RRA ”) require the Company to file a registration statement on Form S-3 or other appropriate form (the “ Resale Registration Statement ”) registering the shares of Common Stock issuable upon conversion of the Preferred Stock (the “ Conversion Shares ”) and the shares of Common Stock issuable upon exercise of the Warrants (the “ Warrant Shares ” and, together with the Conversion Shares, the “ Registrable Securities ”) for resale no later than 45 days of the closing of the PIPE Offering and to use commercially reasonable best efforts to cause the Resale Registration Statement to be effective within 90 days of the closing of the PIPE Offering. The Company must also use its reasonable best efforts to keep the Resale Registration Statement continuously effective (including by filing a post-effective amendment to the Resale Registration Statement or