Business Context and Reporting Period
Company: Vivos Therapeutics, Inc. (VVOS)
Filing Type: Form 8-K (Current Report)
Report Date: July 7, 2026
Event Date: June 30, 2026
Context: The Company entered into a Securities Purchase Agreement (PIPE SPA) to raise capital through a private placement of Series A Convertible Preferred Stock, warrants, and subscription rights.
Key Financial Metrics and Transaction Details
- Total Aggregate Purchase Price: Approximately $2.1 million.
- Cash Proceeds Received at Closing: $1,000,000.
- Debt Conversion: $1,000,000 previously funded under a Bridge Note (dated May 7, 2026) automatically converted into the PIPE Offering.
- Units Sold: 3,608,496 Units.
- Purchase Price per Unit: $0.582.
- Unit Composition:
- 1 Share of Series A Convertible Preferred Stock (Stated Value: $0.456).
- 1 Warrant to purchase 1 Common Stock (Exercise Price: $0.456).
- 2 Transferable Subscription Rights (contingent on SEC registration effectiveness).
- Use of Proceeds: General working capital purposes.
- Transaction Costs: $50,000 payable to each Investor for legal fees and expenses.
Material Changes and Transaction Structure
The filing reports a material definitive agreement and unregistered sales of equity securities. Key structural elements include:
- Investors: V-Co Investors 4 LLC (an affiliate holding >9.99% of common stock) and Bigger Capital Fund, LP. R. Kirk Huntsman (Chairman and CEO) participated indirectly via V-Co 4 with an approximate investment of $50,000.
- Preferred Stock Terms: Series A Convertible Preferred Stock converts 1-for-1 into Common Stock. It carries no dividends unless paid on Common Stock and has liquidation preference equal to stated value plus accrued dividends.
- Warrant Terms: 5-year term, immediately exercisable, with stock-based anti-dilution protection. Beneficial ownership limitations cap exercise at 19.99% for V-Co 4 and 9.99% (or 4.99%) for Bigger.
- Registration Rights: The Company must file a resale registration statement within 45 days and use commercially reasonable efforts to make it effective within 90 days.
Guidance, Outlook, and Risks
- Outlook: Proceeds are designated for general working capital, indicating a focus on sustaining operations.
- Contingencies: The issuance of the Subscription Rights is expressly conditioned on the SEC declaring the Rights Registration Statement effective. No Rights were issued at closing.
- Risks:
- Dilution: The transaction involves the issuance of convertible preferred stock and warrants, which may dilute existing shareholders upon conversion or exercise.
- Related Party Transaction: The CEO participated in the offering, and one investor is a significant existing shareholder.
- Beneficial Ownership Limits: Investors may be restricted from exercising warrants or converting stock if it exceeds specific ownership thresholds (9.99% or 19.99%).
Investor Verification Checklist
- Verify the effectiveness of the Rights Registration Statement to confirm if Subscription Rights will be issued.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Certificate of Designation (Exhibit 4.3) for detailed covenants and anti-dilution mechanics.
- Confirm the status of the Resale Registration Statement (Form S-3) to ensure investors can sell shares without restriction.
- Assess the impact of the $100,000 original issue discount previously paid on the Bridge Note on the Company's historical cash flow.
- Monitor the Company's cash burn rate relative to the $1 million in new cash proceeds to evaluate runway.