Vivos Therapeutics Raises $1.5M in Stock Sale

TL;DR

Vivos Therapeutics just raised $1.5M from investors via stock sale.

AI Summary

On June 10, 2024, Vivos Therapeutics, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with accredited investors. The company also announced unregistered sales of its common stock, raising approximately $1.5 million in gross proceeds.

Why It Matters

This capital infusion provides Vivos Therapeutics with additional funds, potentially supporting its operations and growth initiatives.

Risk Assessment

Risk Level: medium — The company is engaging in unregistered sales of equity securities, which can indicate a need for capital and potential dilution for existing shareholders.

Key Numbers

• $1.5M — Gross Proceeds (Raised from unregistered sale of common stock)

Key Players & Entities

• Vivos Therapeutics, Inc. (company) — Registrant
• June 14, 2024 (date) — Date of Report
• June 10, 2024 (date) — Earliest Event Reported
• Securities Purchase Agreement (agreement) — Material Definitive Agreement
• $1.5 million (dollar_amount) — Gross Proceeds from Stock Sale

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share VVOS The Nasdaq Stock Mar
• $2.329 — res "). V-CO paid a purchase price of $2.329 for each Share and Pre-Funded Warrant S
• $7,500,000 — The Company received gross proceeds of $7,500,000 from the Private Placement. The Company
• $2.204 — a five year term, an exercise price of $2.204 per share and became exercisable immedi
• $37,500 — ree (3) years a management fee equal to $37,500 per quarter, payable quarterly in arrea
• $25,000 — quarterly in arrears, with a minimum of $25,000 per quarter paid in cash and the remain
• $12,500 — er paid in cash and the remaining up to $12,500 per quarter paid in the form of cash or

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex99-1.htm (EX-99.1) — 24KB
• 0001493152-24-023871.txt ( ) — 264KB
• vvos-20240614.xsd (EX-101.SCH) — 3KB
• vvos-20240614_lab.xml (EX-101.LAB) — 33KB
• vvos-20240614_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): June 14, 2024 ( June 10, 2024) Vivos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39796 81-3224056 (State or other jurisdiction of incorporation or organization) (Commission file number) (IRS Employer 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. Securities Purchase Agreement On June 10, 2024, Vivos Therapeutics, Inc., a Delaware corporation, (the " Company "), entered into a securities purchase agreement (the " SPA ") with V-CO Investors LLC, a Wyoming limited liability company (" V-CO "). V-CO is an affiliate of New Seneca Partners Inc., a Michigan corporation (" Seneca "), a leading independent private equity firm. Pursuant to the SPA, the Company sold to V-CO in a private placement offering (the " Private Placement "): (i) 169,498 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "), (ii) a pre-funded warrant to purchase 3,050,768 shares of Comon Stock (the " Pre-Funded Warrant ", with the shares of Common Stock underlying the Pre-Funded Warrant being referred to as the " PFW Shares "), and (iii) a Common Stock Purchase Warrant to purchase up to 3,220,266 shares of Common Stock (the " Common Stock Purchase Warrant , and together with the Pre-Funded Warrant, the " Warrants ", and with the shares of Common Stock underlying the Common Stock Purchase Warrant being referred to as the " Warrant Shares "). V-CO paid a purchase price of $2.329 for each Share and Pre-Funded Warrant Share and associated Common Stock Purchase Warrant, with such price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market LLC. The Private Placement closed on June 10, 2024. The Company received gross proceeds of $7,500,000 from the Private Placement. The Company intends to use the net proceeds from the Private Placement for general working capital and general corporate purposes. No placement agent was used in connection with the Private Placement. The Common Stock Purchase Warrant has a five year term, an exercise price of $2.204 per share and became exercisable immediately as of the date of issuance. The Pre-Funded Warrant has a term ending on the complete exercise of the Pre-Funded Warrant, an exercise price of $0.0001 per share and became exercisable immediately as of the date of issuance. The Warrants also contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations that may be waived at the option of each holder upon 61 days' notice to the Company. The SPA provides that for a period of three (3) years from the closing of the Offering, Seneca shall be entitled to (i) receive notice of any regular or special meeting of the Company's board of directors (the " Board ") at the time such notice is provided to the members of the Board, (ii) receive copies of any materials delivered to the Company's directors in connection with such meetings and (iii) allow one Seneca representative (who shall be an officer or employee of Seneca) to attend and participate (but not vote) in all such meetings of the Board. The SP

View Full Filing

View this 8-K filing on SEC EDGAR