Business Context and Reporting Period
Company: Vivos Therapeutics, Inc. (VVOS)
Filing Type: Form 8-K (Current Report)
Date of Report: April 3, 2026
Event Date: March 31, 2026
Context: The Company entered into a Securities Purchase Agreement with V-Co Investors 3 LLC (an affiliate of New Seneca Partners Inc.) to complete a private placement offering (PIPE Offering).
Key Financial Metrics and Transaction Details
- Cash Proceeds Received: $850,000 upon closing.
- Debt Conversion: $1,400,000 from a previously reported bridge promissory note (dated January 15, 2026) automatically converted into the PIPE Offering.
- Original Issue Discount (OID): $140,000 previously paid in connection with the Bridge Note.
- Purchase Price: $1.34 per share for PIPE Shares and Pre-Funded Warrant Shares.
- Securities Issued:
- 1,353,625 shares of Common Stock (PIPE Shares).
- Pre-funded warrant for 429,957 shares (exercise price $0.0001).
- Series A Warrant for up to 1,783,582 shares (exercise price $1.09; 2-year term).
- Series B Warrant for up to 1,783,582 shares (exercise price $1.09; 5-year term).
- Transaction Fees: $50,000 payable to V-Co 3 for legal fees and expenses.
- Use of Proceeds: General working capital purposes.
Material Changes and Unusual Items
The filing reports a material definitive agreement and unregistered sales of equity securities. The primary material change is the conversion of $1.4 million in bridge debt into equity and warrants, alongside the receipt of $850,000 in new cash. The transaction was structured to comply with Nasdaq listing rules. No placement agent was utilized.
Guidance, Outlook, and Obligations
- Registration Obligations: The Company must file a resale registration statement (Form S-3 or similar) within 45 days of closing and use commercially reasonable efforts to have it effective within 90 days.
- Registration Maintenance: The Company must keep the registration statement effective for three years post-effectiveness.
- Beneficial Ownership Limitations: Warrants contain limitations preventing Seneca or affiliates from exercising if ownership would exceed 19.99% of outstanding Common Stock.
- Anti-Dilution: Warrants include stock-based (but not price-based) anti-dilution protection.
Investor Verification Checklist
- Verify the effective date of the Resale Registration Statement (Form S-3) to ensure compliance with the 90-day requirement.
- Confirm the total number of outstanding shares post-transaction to assess dilution impact.
- Review the terms of the Bridge Note conversion to ensure the $140,000 OID was accounted for correctly in prior filings.
- Monitor the Company's cash burn rate relative to the $850,000 new cash proceeds to evaluate runway for working capital.
- Check for any subsequent filings regarding the 19.99% beneficial ownership cap if Seneca exercises warrants.