Business Context and Reporting Period
This Form 8-K was filed by Vivos Therapeutics, Inc. on March 27, 2023, reporting an event that occurred on March 24, 2023. The Company is a Delaware corporation with its principal executive offices in Littleton, Colorado, and its common stock trades on the Nasdaq Capital Market under the symbol VVOS.
Key Financial Metrics
This filing is a current report regarding a listing deficiency and does not contain financial statements. Consequently, there is no data provided in this document regarding revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The material change reported is a regulatory compliance issue:
- Deficiency Notice: The Company received a notice from Nasdaq stating it no longer complies with the minimum bid price requirement (Rule 5550(a)(2)).
- Trigger Event: The closing bid price of the Company's common stock fell below $1.00 per share for 30 consecutive business days (February 9, 2023, through March 23, 2023).
- Immediate Effect: The notice has no immediate effect on the listing status of the Company's stock.
Outlook, Risks, and Management Commentary
Compliance Period: The Company has been granted an initial compliance period of 180 calendar days, ending on September 20, 2023.
Path to Compliance: To regain compliance, the closing bid price must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to the September 20, 2023 deadline.
Management Intent: Management intends to resolve the matter to allow for continued listing on the Nasdaq Capital Market.
Risks and Contingencies:
- If the Company fails to regain compliance by September 20, 2023, it may be eligible for an additional 180-day grace period, provided it meets other initial listing standards (excluding the bid price) and notifies Nasdaq of its intent to cure.
- If the Company cannot cure the deficiency or is ineligible for an extension, Nasdaq will provide notice of delisting.
- The Company retains the right to appeal a delisting determination, during which the stock would remain listed.
Investor Verification Checklist
- Verify the current trading price of VVOS to assess the likelihood of meeting the $1.00 threshold within the 180-day window.
- Monitor future filings for any announcements regarding reverse stock splits or other corporate actions intended to address the bid price deficiency.
- Review the Company's most recent 10-K or 10-Q filings for financial health indicators, as this 8-K contains no financial data.
- Track the status of the compliance period to ensure the Company meets the 10-day consecutive trading requirement before September 20, 2023.