Vivos Therapeutics Enters Exchange Agreements to Convert $2.86M Debt to Stock

What Happened
Vivos Therapeutics, Inc. (VVOS) filed an 8‑K reporting that, effective August 31, 2026, it entered into 12 exchange agreements with Streeterville Capital, LLC to partition and exchange $2,861,270 of outstanding principal on a previously issued secured promissory note (the “Streeterville Note”) for up to 11,445,080 shares of common stock. The Streeterville Note was originally issued June 9, 2025 (original principal $8,225,000) and has been amended and previously partially exchanged for equity on multiple occasions. After the exchanges described in the filing, the outstanding principal of the Streeterville Note is $3.7 million.

Key Details

• Aggregate partitioned principal: $2,861,270 divided into 12 separate Partitioned Notes.
• Maximum shares issuable: up to 11,445,080 common shares (average exchange price ≈ $0.25/share).
• Previous equity exchanges: 785,822 common shares issued between Dec 4, 2025 and May 13, 2026 in satisfaction of $975,000; on Aug 4, 2026 $3,250,000 of principal was exchanged for 2,500 shares of Series B Non‑Convertible Preferred Stock and 1,812,031 common shares.
• Issuance conditions: Exchange Shares will not be issued to the extent they would cause Streeterville (and aggregated affiliates) to beneficially own more than 4.9% of outstanding common stock (Beneficial Ownership Limitation). Issuance is also subject to a “Sell‑Down Condition” requiring Streeterville to reduce holdings before further exchanges.
• Legal/timing notes: Exchange Shares to be issued without legend in reliance on Section 3(a)(9) of the Securities Act; holding period tacks to the original June 9, 2025 issue date. Form of Exchange Agreement filed as Exhibit 10.1.

Why It Matters
This transaction reduces Vivos’ debt by up to $2.86M if the Partitioned Notes are surrendered and shares are issued, decreasing cash obligations but potentially increasing the company’s outstanding share count. The 11.45M shares figure is the maximum possible — actual issuance will be limited and staged by the 4.9% ownership cap and sell‑down requirement, so dilution would likely occur over time rather than all at once. Investors should note the continuing reduction in reported Streeterville principal (now $3.7M outstanding) and the potential for additional share issuance that could affect per‑share metrics and ownership percentages.