Business Context and Reporting Period
This Form 8-K filing by Vivos Therapeutics, Inc. (VVOS) covers events occurring between May 7, 2026, and June 8, 2026. The Company, a Delaware corporation headquartered in Littleton, Colorado, is engaged in financing activities to support its operations and address regulatory compliance issues with The Nasdaq Stock Market.
Key Financial Metrics and Agreements
- Streeterville Capital Exchange Agreement: The Company entered into an agreement to exchange portions of a $8,225,000 senior secured loan (originally dated June 9, 2025) for equity.
- First Tranche: Upon raising at least $2,600,000 in equity by June 15, 2026, $3,250,000 of debt converts to 2,500 Series A Preferred Shares (9% annual dividend) and common stock.
- Second Tranche: Upon raising an additional $1,900,000 in equity by June 15, 2026, an additional $1,250,000 of debt converts to 1,250 Series A Preferred Shares.
- Debt Relief: Successful conversion triggers a 6-month maturity extension to June 10, 2027, suspension of monthly principal redemption requests until September 15, 2026, and a reduction in monthly redemption limits from $550,000 to $225,000.
- V-Co Investors 4 LLC Note: On May 7, 2026, the Company entered into an unsecured convertible promissory note with a maximum principal of $5,000,000 (inclusive of a 10% original issuance discount).
- Initial Funding: $500,000 funded on May 7, 2026.
- Terms: Non-interest bearing unless an Event of Default occurs (15% annual interest). Automatically converts dollar-for-dollar into equity upon a subsequent financing of up to $5,500,000 closing by June 30, 2026.
- Liquidity and Cash Flow: The filing does not provide specific cash balance, operating cash flow, or revenue figures. Proceeds from the Streeterville loan were previously used for the acquisition of The Sleep Center of Nevada.
Material Changes and Regulatory Status
Nasdaq Non-Compliance Notice: On June 5, 2026, the Company received notice from Nasdaq regarding non-compliance with the minimum bid price requirement of $1.00 per share (Rule 5550(a)(2)). The stock closed below this threshold from April 23, 2026, to June 4, 2026.
- Compliance Period: The Company has 180 calendar days (until December 2, 2026) to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days.
- Stockholders' Equity: The Company is currently not in compliance with the $2.4 million minimum stockholders' equity requirement. Management intends to use the transactions under the Exchange Agreement to address this deficiency.
- Delisting Risk: Failure to regain compliance within the allotted periods may result in delisting, subject to appeal.
Guidance, Outlook, and Risks
- Financing Outlook: The Company is actively pursuing equity financings totaling at least $4,500,000 ($2.6M + $1.9M) by June 15, 2026, to trigger debt-to-equity conversions and secure debt relief terms.
- Management Commentary: The Company states it will continue to monitor stock prices and seek to regain compliance with all Nasdaq requirements. No assurance is given that the proposed financings will be consummated or that compliance will be achieved.
- Risks and Contingencies:
- Failure to raise required equity proceeds by the "Exchange Outside Date" (June 15, 2026) or "V-Co Outside Date" (June 30, 2026).
- Potential delisting from Nasdaq if the minimum bid price is not restored.
- Restrictions on future debt and equity financings over $2,500,000 without Streeterville's consent once the Exchange Preferred Shares are issued.
Investor Verification Checklist
- Verify the Company's ability to close the First Tranche Financing ($2,600,000) and Second Tranche Financing ($1,900,000) by June 15, 2026.
- Monitor the daily closing bid price of VVOS common stock to assess progress toward the $1.00 Nasdaq compliance threshold.
- Review the full text of the Exchange Agreement (Exhibit 10.1) and V-Co 4 Note (Exhibit 4.1) for specific covenants and conversion mechanics.
- Confirm whether the Company has secured the additional $5,000,000 commitment from V-Co Investors 4 LLC beyond the initial $500,000 funding.
- Assess the impact of the 9% dividend on Series A Preferred Stock on future cash flow obligations if the exchange occurs.