Vivos Therapeutics, Inc. 8-K

What Happened

• Vivos Therapeutics, Inc. announced a PIPE financing that closed on June 30, 2026. The company sold 3,608,496 units at $0.582 per unit (aggregate purchase price ~ $2.1 million). Each unit includes one share of Series A Convertible Preferred Stock (stated value $0.456, convertible one-for-one into common stock), a warrant to buy an equal number of common shares, and two transferable subscription rights (not issued at closing pending SEC effectiveness of a registration statement).
• The company received $1,000,000 in cash at closing and an additional $1,000,000 previously funded under a bridge note automatically converted into the PIPE. The Certificate of Designation for the Series A Preferred was filed with Delaware on July 7, 2026.

Key Details

• Purchase price and structure: 3,608,496 units at $0.582/unit = ~ $2.1M total; $0.457 attributable to Preferred, $0.125 attributable to the Warrant for Nasdaq minimum-price purposes.
• Proceeds and conversion: $1,000,000 cash at closing + $1,000,000 from conversion of an earlier bridge note (bridge note had a $100,000 original issue discount excluded from gross proceeds).
• Warrants: exercisable immediately, $0.456 exercise price, five-year term, customary stock-based anti-dilution, and beneficial ownership limits (V-Co 4 and affiliates capped at 19.99%; Bigger and affiliates capped at 9.99% or, at Bigger’s election, 4.99%).
• Investors and insider participation: Investors are V-Co Investors 4 LLC (V-Co 4) and Bigger Capital Fund, LP. V-Co 4 holds more than 9.99% of outstanding common stock and may be an affiliate; CEO/Chairman R. Kirk Huntsman participated indirectly through V-Co 4 (~$50,000 of the purchase, representing 85,910 preferred shares and related warrants).
• Registration rights: Company must file a resale registration statement for conversion and warrant shares within 45 days and use commercially reasonable best efforts to have it effective within 90 days; must keep it effective until the registrable securities can be freely sold or are otherwise no longer required to be registered.
• Fees: Company will pay each investor $50,000 for counsel fees. No placement agent was used.

Why It Matters

• Financing and liquidity: The transaction brings immediate liquidity ($1M cash plus conversion of $1M bridge funding) and formally converts prior bridge financing into equity-like securities, which may help near-term working capital needs.
• Dilution and resale: The preferred stock converts one-for-one to common and the warrants are exercisable immediately, so once registered or otherwise able to be sold, these securities could increase share supply and dilute existing holders. Registration rights accelerate the timeline for investors to resell their conversion and warrant shares.
• Insider/investor concentration: A large existing holder (V-Co 4) and participation tied to the CEO’s indirect interest are notable for governance and potential voting influence.
• Exercise limits: Beneficial ownership caps on warrant exercise limit how much any one investor can increase their stake on exercise, which partially limits concentration risk.