Business Context and Reporting Period
This Form 8-K filing by Vivos Therapeutics, Inc. (VVOS) reports a material definitive agreement entered into on December 5, 2025. The Company, an emerging growth company incorporated in Delaware, is based in Littleton, Colorado.
Key Financial Metrics and Transaction Details
- Transaction Type: Entry into a Note Purchase Agreement with Avondale Capital, LLC.
- Principal Amount: $2,093,340 (includes a $587,340 original issue discount and $6,000 in transaction costs).
- Gross Proceeds: Approximately $1,500,000.
- Interest Rate: 0% initially; accrues at the lesser of 18% per annum or the maximum legal rate upon an Event of Default.
- Repayment Terms: Weekly payments of $69,778 beginning December 12, 2025.
- Prepayment Discount: If paid in full by January 4, 2026, the outstanding balance is reduced by $286,140.
- Security: Unsecured Note, guaranteed by the Company's wholly-owned subsidiary, Airway Integrated Management Company, LLC.
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Prior Period Context
The filing does not provide comparative financial metrics (revenue, profit, cash flow) for the current period versus prior periods. However, it notes that the Lender is an affiliate of Streeterville Capital, LLC, with whom the Company previously entered into a senior secured loan on June 9, 2025.
Outlook, Risks, and Contingencies
- Events of Default: Include nonpayment, incorrect representations, failure to perform covenants, unauthorized fundamental transactions, material breaches with the Lender or its affiliates, and bankruptcy/insolvency.
- Default Consequences: Immediate accrual of interest (up to 18%) and automatic acceleration of the full Principal Amount in cases of bankruptcy or insolvency.
- Management Commentary: The Company intends to use proceeds for working capital. No placement agent was utilized.
Key Facts for Investor Verification
- Verify the Company's ability to meet the weekly payment obligation of $69,778 starting December 12, 2025.
- Confirm the total outstanding debt load, including the prior senior secured loan with Streeterville Capital from June 2025.
- Assess the impact of the 18% default interest rate on future liquidity if repayment schedules are missed.
- Review the specific covenants in the Note Purchase Agreement that could trigger an Event of Default.