Vivos Therapeutics Reports Material Agreement and Equity Sales

TL;DR

Vivos Therapeutics signed a material agreement and sold equity on Dec 22nd.

AI Summary

On December 23, 2024, Vivos Therapeutics, Inc. reported the entry into a material definitive agreement. The company also disclosed unregistered sales of equity securities and other events, along with financial statements and exhibits. The filing details events that occurred on December 22, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for Vivos Therapeutics, including a new material agreement and the issuance of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities, which can sometimes indicate financial distress or dilution concerns for existing shareholders.

Key Players & Entities

• Vivos Therapeutics, Inc. (company) — Registrant
• December 23, 2024 (date) — Date of Report
• December 22, 2024 (date) — Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• Littleton, Colorado (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share VVOS The NASDAQ Stock Mar
• $4.935 — price per Share and Purchase Warrant is $4.935. The Purchase Warrants will be immediat
• $4.81 — ance date and have an exercise price of $4.81 per share. The Company has agreed to
• $6.1688 — n the Offering) at an exercise price of $6.1688 per share of Common Stock, exercisable
• $3.5 m — fering are expected to be approximately $3.5 million, before deducting the Placement A

Filing Documents

• form8-k.htm (8-K) — 53KB
• ex4-1.htm (EX-4.1) — 109KB
• ex4-2.htm (EX-4.2) — 109KB
• ex5-1.htm (EX-5.1) — 13KB
• ex10-1.htm (EX-10.1) — 269KB
• ex99-1.htm (EX-99.1) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 14KB
• 0001493152-24-051890.txt ( ) — 884KB
• vvos-20241223.xsd (EX-101.SCH) — 3KB
• vvos-20241223_lab.xml (EX-101.LAB) — 33KB
• vvos-20241223_pre.xml (EX-101.PRE) — 24KB
• 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): December 23, 2024 (December 22, 2024) 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 Company) 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 On December 22, 2024, Vivos Therapeutics Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors in connection with a registered direct offering, priced at-the-market under Nasdaq Stock Market rules, to purchase 709,220 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock") and, in a concurrent private placement (collectively, with the registered direct offering, the "Offering"), warrants (the "Purchase Warrants") to purchase up to 709,220 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Purchase Warrants, the "Purchase Warrant Shares"). The combined purchase price per Share and Purchase Warrant is $4.935. The Purchase Warrants will be immediately exercisable upon issuance, will expire two years following the issuance date and have an exercise price of $4.81 per share. The Company has agreed to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "SEC"), covering the resale of the Purchase Warrant Shares within 30 calendar days following the date of the Purchase Agreement and to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within 90 days following the closing of the Offering. H.C. Wainwright & Co., LLC, pursuant an engagement agreement with the Company, dated May 2, 2024, as amended on August 2, 2024 and December 22, 2024 (as amended, the "Engagement Agreement"), acted as the exclusive placement agent (the "Placement Agent") for the Offering. Pursuant to the Engagement Agreement, the Company has agreed to (i) pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering, (ii) pay the Placement Agent a management fee of 1.0% of the aggregate gross proceeds of the Offering, and (iii) reimburse the Placement Agent for certain expenses and legal fees. In addition, upon the exercise of any Purchase Warrants for cash, the Company has agreed to (i) pay the Placement Agent a cash fee equal to 7.0% of the aggregate exercise price paid in cash, (ii) pay the Placement Agent a management fee of 1.0% of the aggregate exercise price paid in cash and (iii) issue to the Placement Agent or its designees warrants to purchase shares of Common Stock representing 7% of the shares of Common Stock underlying the Purchase Warrants that have been exercised. The Company has also agreed to issue to the Placement Agent or its designees warrants (the "Placement Agent Warrants") to purchase up to 49,645 shares of Common Stock (or 7% of the number of Shares sold in the Offering) at an exercise price of $6.1688 per share of Common Stock, exercisable beginning upon issuance until two years following the

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