Vivos Therapeutics Reports Material Agreement & Unregistered Equity Sales

TL;DR

**Vivos Therapeutics just reported a new material agreement and unregistered equity sales on Feb 14, 2024; specific details are not yet public.**

AI Summary

Vivos Therapeutics, Inc. filed an 8-K on February 15, 2024, reporting two key events that occurred on February 14, 2024: the entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities. Specific details regarding the parties involved, terms of the agreement, or the volume and price of the equity sales are not provided in this excerpt of the filing.

Why It Matters

These events typically signal significant changes to a company's capital structure or strategic direction, potentially impacting shareholder value and future operational capabilities, though specific details are not disclosed in this filing excerpt.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement and unregistered equity sales, which could significantly impact the company's financial position and shareholder value, but specific terms are not disclosed in this excerpt, leading to uncertainty.

Key Players & Entities

• Vivos Therapeutics, Inc. (company) — registrant
• February 14, 2024 (date) — date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share VVOS The Nasdaq Stock Mar
• $4.0 million — pany sold an aggregate of approximately $4.0 million of securities of the Company in a priva
• $3.83 — B Warrant ") with an exercise price of $3.83 per share. The private placement closed
• $4.02 — eries B Warrant at an exercise price of $4.02 per share (with such exercise price bei
• $5.05 — of Common Stock at an exercise price of $5.05 per share, and (ii) an 18-month, Series
• $30,000 — Transaction, and reimbursement of up to $30,000 in legal expenses. The Financial Adviso

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex4-1.htm (EX-4.1) — 117KB
• ex4-2.htm (EX-4.2) — 116KB
• ex10-1.htm (EX-10.1) — 79KB
• ex99-1.htm (EX-99.1) — 35KB
• ex99-1_001.jpg (GRAPHIC) — 27KB
• 0001493152-24-006821.txt ( ) — 683KB
• vvos-20240215.xsd (EX-101.SCH) — 3KB
• vvos-20240215_lab.xml (EX-101.LAB) — 33KB
• vvos-20240215_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): February 15, 2024 (February 14, 2024) Vivos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39796 81-3224056 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) file number) Identification No.) 7921 Southpark Plaza , Suite 210 Littleton , Colorado 80120 (Address of principal executive offices) (Zip Code) (844) 672-4357 ( 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. As previously reported, on October 30, 2023, Vivos Therapeutics, Inc., a Delaware corporation (the " Company "), entered into a Securities Purchase Agreement (the " Purchase Agreement ") with an institutional investor (the " Holder ") pursuant to which the Company sold an aggregate of approximately $4.0 million of securities of the Company in a private placement, such securities consisting of shares (each, a " Share ") of the Company's common stock, par value $0.0001 (the " Common Stock ") (or, in lieu of a Share, a pre-funded warrant to purchase one share of Common Stock), (ii) a Series A Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock and (iii) a Series B Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock (the " Series B Warrant ") with an exercise price of $3.83 per share. The private placement closed on November 2, 2023. On February 14, 2024, the Company entered into a warrant inducement letter agreement (the " Inducement Agreement ") with the Holder pursuant to which the Holder agreed to exercise for cash the entirety of the Series B Warrant at an exercise price of $4.02 per share (with such exercise price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $4.0 million. The resale of the shares of Common Stock underlying the Series B Warrant has been registered pursuant to a Registration Statement on Form S-1 (File No. 333-275726), which became effective with the Securities and Exchange Commission (" SEC ") on December 1, 2023. Pursuant to the Inducement Agreement, in consideration for the immediate exercise of the Series B Warrant in full, the Company agreed to issue to the Holder, in a new private placement transaction (the "Inducement Transaction "): (i) a 5-year, Series B-1 Common Stock Purchase Warrant to purchase 735,296 shares of Common Stock at an exercise price of $5.05 per share, and (ii) an 18-month, Series B-2 Common Stock Purchase Warrant to purchase 735,296 shares of Common Stock at an exercise price of $5.05 per share (collectively, the " Inducement Warrants " and such aggregate 1,470,592 shares of Common Stock underlying the Inducement Warrants, the " Inducement Warrant Shares "). The Inducement Warrants are identical to each other, other than their dates of expiration, and are substantially identical to the Series B Warrant. A.G.P./Alliance Global Partners (" AGP ") acted the Company's exclusive financial advisor in connection with the Inducement Transaction. Pursuant to a financial advisory agreement dated February 14, 2024, between the Company and AGP (the " Financial Advisory Agreement "), the Company agreed to pay to AGP a cash fee equal to 7.0% of the gross proceeds received by the Company in the I

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