Vivos Therapeutics, Inc. 8-K

What Happened

• Vivos Therapeutics (VVOS) filed an 8‑K disclosing a June 4, 2025 Exchange Agreement with Streeterville Capital to convert portions of a prior senior secured loan into equity if the Company raises specified equity financings by the Exchange Outside Date, and a May 7, 2026 unsecured convertible note from V‑Co Investors 4 LLC to fund an anticipated subsequent equity financing. On June 5, 2026 the Company also received a Nasdaq notice saying its stock failed to meet the $1.00 minimum bid price requirement and giving the Company 180 days (until Dec 2, 2026) to regain compliance.
• The Streeterville arrangement relates to an original Streeterville Note with a face amount of $8,225,000 (gross proceeds to the Company of $7,500,000). The Exchange Agreement ties exchanges to two equity financings: a First Tranche Financing (≥ $2,600,000) and a Second Tranche Financing (an additional ≥ $1,900,000). If the First Tranche closes on time, Streeterville will partition part of the outstanding principal and exchange it for newly designated Series A Preferred shares (2,500 shares initially) and common shares valued at $750,000 (priced at Nasdaq’s Minimum Price). A further partition/exchange and issuance of 1,250 additional preferred shares is tied to the Second Tranche Financing.
• The V‑Co Investors 4 LLC note (dated May 7, 2026) provides up to $5,000,000 (maximum principal includes a 10% original issuance discount); V‑Co 4 funded an initial $500,000. If the Subsequent Financing closes by June 30, 2026, the V‑Co note principal converts dollar‑for‑dollar into the securities issued in that financing. The note bears no interest except on an Event of Default, when interest accrues at 15% per annum.

Key Details

• Streeterville Note original face: $8,225,000; company originally received $7,500,000 net proceeds.
• Exchange triggers: First Tranche financing ≥ $2,600,000 (by June 15, 2026) and Second Tranche ≥ $1,900,000 (by Exchange Outside Date).
• Exchange security terms: Series A Preferred to be non‑convertible, largely non‑voting, non‑transferable, with a 9% annual dividend (compounded daily, paid quarterly) and liquidation preference; Streeterville obtains covenants including consent rights on future financings over $2.5M.
• Note amendments tied to exchanges: maturity extended to June 10, 2027; suspension of monthly principal redemption requests until Sept 15, 2026; monthly redemption cap reduced from $550,000 to $225,000.
• V‑Co 4 financing: up to $5.0M (10% issuance fee), $500,000 funded to date, automatic dollar‑for‑dollar conversion into a Subsequent Financing if closed by June 30, 2026.
• Nasdaq action: June 5, 2026 notice for failure to maintain $1.00 minimum bid price; 180‑day compliance period until Dec 2, 2026; Company also currently not in compliance with Nasdaq’s $2.4M minimum stockholders’ equity requirement but expects the Exchange transactions to address equity deficiency.

Why It Matters

• These agreements aim to reduce near‑term cash repayment pressure by converting portions of debt into equity and by extending/decreasing scheduled redemptions, which may improve short‑term liquidity and buy time to complete equity financings.
• If exchanges occur, existing shareholders may face dilution (issuance of preferred shares and new common stock), and the Series A Preferred carries a 9% dividend and covenants that could restrict future financings without Streeterville consent.
• The V‑Co note provides immediate funding (initial $500k) and a pathway to larger equity financing, but it converts into equity on the closing of that financing and carries a high default interest rate (15%).
• Nasdaq noncompliance with the $1.00 bid price is a material risk: the Company has until Dec 2, 2026 to regain compliance (or potentially obtain a second cure period), otherwise delisting procedures could begin.

Note: This summary highlights the most material items in the 8‑K (debt/equity transactions, convertible financing and Nasdaq notice). Refer to the full filing and the Exchange Agreement / convertible note exhibits for complete terms.