Business Context and Reporting Period
This Form 8-K was filed by Vivos Therapeutics, Inc. on September 21, 2023. The report addresses the company's failure to meet Nasdaq Capital Market continued listing requirements, specifically regarding minimum bid price and stockholders' equity.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or margin figures. However, it references the following financial status indicators:
- Stock Price: The closing bid price fell below $1.00 per share for 30 consecutive business days.
- Stockholders' Equity: As reported in the Form 10-Q for the period ended June 30, 2023, stockholders' equity was below the required $2,500,000 threshold.
Material Changes and Listing Status
The company received a formal notice from Nasdaq staff confirming the commencement of delisting proceedings due to non-compliance with two rules:
- Minimum Bid Requirement (Rule 5550(a)(2)): Failed to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days. The 180-day compliance period expired on September 20, 2023.
- Minimum Stockholders' Equity Requirement (Rule 5550(b)(1)): Failed to maintain stockholders' equity of at least $2,500,000 as of June 30, 2023.
Outlook, Management Commentary, and Risks
Management plans to appeal the Nasdaq staff's determination and request a hearing before a Nasdaq Hearing Panel by September 28, 2023. Filing the appeal will stay delisting actions pending the panel's decision.
Proposed Remediation:
- The company has placed a proposal for a reverse stock split on the agenda for its Annual Meeting of Stockholders scheduled for September 22, 2023.
- The objective of the reverse split is to increase the share price to satisfy the Minimum Bid Requirement for ten consecutive trading days.
- Management intends to present a plan to regain compliance with the Minimum Stockholders' Equity Requirement at the hearing.
Risks: There is no assurance that the Hearing Panel will grant the request for continued listing, provide sufficient time to achieve compliance, or that the company will successfully regain compliance with both requirements. If compliance is not achieved, the common stock will be delisted from Nasdaq.
Investor Verification Checklist
- Verify the outcome of the Annual Meeting of Stockholders on September 22, 2023, regarding the approval of the reverse stock split.
- Monitor the status of the appeal and the scheduled hearing before the Nasdaq Hearing Panel.
- Review the most recent Form 10-Q (ended June 30, 2023) to confirm the exact stockholders' equity balance.
- Track the daily closing bid price of VVOS to assess progress toward the $1.00 minimum bid requirement.