Business Context and Reporting Period
This Form 8-K Current Report was filed by Vivos Therapeutics, Inc. on May 9, 2023, covering events that occurred on May 3, 2023. The Company is an emerging growth company incorporated in Delaware with its principal executive offices in Littleton, Colorado. The filing primarily addresses a change in the Company's independent registered public accounting firm and the announcement of operational efficiency initiatives.
Key Financial Metrics
This filing does not contain specific financial statements, revenue, profit, cash flow, or debt figures for the current period. However, it references the following historical context regarding financial health:
- Going Concern: The audit report for the fiscal year ended December 31, 2022, by the former auditor included an explanatory paragraph indicating substantial doubt about the Company's ability to continue as a going concern.
- Internal Controls: The Company previously disclosed material weaknesses in its internal controls over financial reporting in its Form 10-K for the years ended December 31, 2022 and 2021.
Material Changes
The filing reports two significant material changes:
- Change in Certifying Accountant: On May 3, 2023, the Audit Committee dismissed Plante & Moran, PLLC effective immediately. The Committee simultaneously engaged Moss Adams LLP as the new independent registered public accounting firm, also effective immediately.
- Operational Initiatives: On May 9, 2023, the Company announced a broad set of initiatives aimed at improving operational efficiencies, reducing expenses, and positioning the Company for growth opportunities.
Guidance, Outlook, and Risks
Management Commentary: The Company stated that the new initiatives are designed to reduce expenses and improve operational efficiencies. The dismissal of the former auditor was not due to any disagreements on accounting principles, practices, or auditing scope. The former auditor's reports did not contain adverse opinions, disclaimers, or qualifications, aside from the going concern note and the disclosure of material weaknesses.
Risks and Contingencies: The primary risk highlighted is the previously disclosed substantial doubt regarding the Company's ability to continue as a going concern and the existence of material weaknesses in internal controls. The filing confirms no "reportable events" occurred between the Company and the former auditor other than these previously disclosed control issues.
Investor Verification Checklist
- Verify the details of the operational efficiency and expense reduction initiatives in the press release filed as Exhibit 99.1.
- Review the letter from Plante & Moran, PLLC filed as Exhibit 16.1 to confirm their agreement with the Company's statements regarding the dismissal.
- Examine the most recent Form 10-K to understand the specific nature of the material weaknesses in internal controls and the going concern qualification.
- Monitor future filings for the engagement letter or initial audit scope from the new auditor, Moss Adams LLP.