Business Context and Reporting Period
This Form 8-K Current Report is filed by Vivos Therapeutics, Inc. (VVOS) for the reporting period ending August 31, 2026. The filing details the entry into material definitive agreements involving the conversion of debt to equity with Streeterville Capital, LLC.
Key Financial Metrics and Transaction Details
The filing focuses on a debt-for-equity exchange rather than standard operating financial metrics. Key transaction figures include:
- Debt Converted: An aggregate principal amount of $2,861,270 from the "Streeterville Note" was partitioned and exchanged.
- Equity Issued: Up to 11,445,080 shares of Common Stock are issuable upon satisfaction of specific conditions.
- Exchange Price: The shares were valued at an average of $0.25 per share.
- Remaining Debt: Following the exchange, the outstanding principal balance of the Streeterville Note is $3.7 million.
- Share Count Impact: Pre-exchange outstanding shares were 22,164,313. Post-exchange, the total will be 33,609,393 shares.
- Cash Flow: No proceeds were received by the Company in connection with these exchanges.
Material Changes Versus Prior Period
The primary material change is the significant dilution of existing shareholders and the reduction of the Company's debt load. The issuance of up to 11,445,080 shares represents approximately 52% of the shares outstanding immediately prior to the exchange and approximately 34% of the shares outstanding immediately following the exchange. This transaction reduces the principal obligation to Streeterville Capital, LLC by $2.86 million.
Guidance, Risks, and Contingencies
Issuance Contingencies: The 11,445,080 shares are not all outstanding as of the filing date. Issuance is subject to:
- Beneficial Ownership Limitation: Streeterville cannot beneficially own more than 4.9% of the Company's outstanding Common Stock. Shares exceeding this limit are held in abeyance.
- Sell-Down Condition: Streeterville must sell or dispose of previously issued Exchange Shares to unaffiliated persons to reduce its ownership below the 4.9% threshold before subsequent shares can be issued.
Regulatory Compliance: The shares are issued without restrictive legend in reliance on Section 3(a)(9) of the Securities Act. The holding period for Rule 144 purposes tacks to the original note issuance date of June 9, 2025. The filing text does not provide specific forward-looking guidance on revenue, profit, or product development timelines.
Investor Verification Checklist
- Verify the actual number of shares issued versus the maximum 11,445,080 authorized, given the 4.9% beneficial ownership cap.
- Confirm the remaining $3.7 million debt balance and its terms (interest rate, maturity date) in subsequent filings.
- Monitor Streeterville Capital, LLC's trading activity to determine when the "Sell-Down Condition" is met for further share issuance.
- Review the impact of the 52% pre-exchange dilution on existing shareholder value.
- Check for any amendments to the Beneficial Ownership Limitation requiring stockholder approval under Nasdaq Listing Rule 5635(b).