Business Context and Reporting Period
This Form 8-K Current Report from Vivos Therapeutics, Inc. (NASDAQ: VVOS) covers events occurring on July 31, 2026. The filing details a significant executive transition involving the resignation of the Chief Financial Officer (CFO) and the appointment of a new CFO through a managed services arrangement.
Key Financial Metrics and Agreements
This filing does not report operational financial metrics such as revenue, profit, cash flow, or debt levels. Instead, it discloses specific financial terms related to executive compensation and transition agreements:
- Outgoing CFO Compensation (Bradford Amman):
- Continued base salary and benefits during a 90-day transition period.
- Monthly advisory fee of $13,333 for a 180-day advisory period.
- COBRA premium coverage for up to six months.
- Equity grant: 250,000 fully vested shares and an option for 150,000 shares (vesting monthly during the advisory period).
- Acceleration clause: All payments and options vest in full upon completion of an equity financing of $5 million or more.
- Incoming CFO Compensation (Roman Franklin/CFO Portal):
- Annual retainer: $324,000 (fixed monthly retainer of $27,000).
- Annual equity award: Approximate grant-date value of $237,360.
- Stock Option: 552,000 shares vesting monthly over 12 months, with acceleration upon termination without cause or change in control.
- Early termination payment cap: Up to $108,000 in remaining retainers if terminated without cause.
Material Changes Versus Prior Period
The primary material change is the leadership transition in the finance function:
- Departure: Bradford Amman resigned as CFO and Secretary effective July 31, 2026. The resignation was voluntary and mutually agreed upon, with no disagreement regarding accounting or financial reporting.
- Appointment: Roman Franklin was appointed CFO and Principal Financial Officer effective July 31, 2026.
- Structure Change: The new CFO role is fulfilled via a Master Services Agreement (MSA) with The CFO Portal, LLC, rather than a direct employment agreement, constituting a related-party transaction.
Guidance, Outlook, and Risks
Management Commentary and Transition: The company has structured a 90-day transition period where the outgoing CFO serves as the principal accounting officer to ensure an orderly handover. The new CFO, Roman Franklin, brings over 20 years of experience, including recent roles at Laser Photonics, Inc. and the Diocese of Central Florida.
Risks and Contingencies:
- Financing Trigger: The separation agreement includes a contingency where the outgoing CFO's equity and payments accelerate if the company raises $5 million or more in equity financing.
- Related Party Transaction: The engagement with The CFO Portal, LLC is a related-party transaction due to Mr. Franklin's dual role as CFO and principal of the firm. This was approved by the Audit Committee.
- Contractual Terms: The MSA with the new CFO has a 12-month initial term and cannot be terminated for convenience, only for cause or specified events.
Investor Verification Checklist
- Verify the status of the $5 million equity financing trigger in the separation agreement to assess potential immediate dilution or cash outflow.
- Review the full text of the Master Services Agreement (Exhibit 10.2) to understand the scope of services and termination rights.
- Confirm the grant date and exercise price for the 552,000 stock options awarded to the new CFO once the Board formally approves the grant.
- Monitor the 90-day transition period to ensure the designation of a successor principal accounting officer occurs as planned.
- Check subsequent filings for any updates on the company's liquidity position, as this filing does not provide current cash balances.