Vivos Therapeutics, Inc. Enters Exchange Agreements Converting Debt to Stock

What Happened

• Vivos Therapeutics (VVOS) filed an 8-K reporting that it entered into twelve exchange agreements (effective August 31, 2026) with Streeterville Capital, LLC to partition and convert $2,861,270 of principal from an existing secured promissory note (the “Streeterville Note”) into common stock. The exchanges were consummated on September 2, 2026.
• Up to 11,445,080 shares of common stock were issuable in the aggregate under these agreements at an average exchange price of $0.25 per share. Following these exchanges and prior exchanges described in the filing, the outstanding principal balance of the Streeterville Note is $3.7 million.

Key Details

• Partitioned principal converted: $2,861,270 across 12 Partitioned Notes.
• Maximum Exchange Shares issuable: 11,445,080 common shares (average $0.25/share).
• Exchanges consummated: September 2, 2026.
• Beneficial Ownership Limitation: Streeterville cannot receive shares that would cause it (and affiliates) to own more than 4.9% of outstanding common stock; a sell-down condition also applies before additional exchanges.
• Securities treatment: Exchange Shares issued under Section 3(a)(9) of the Securities Act (no restrictive legend) and holding period tacks to the original June 9, 2025 issue date of the Streeterville Note.
• Resulting outstanding Streeterville Note: $3.7 million. No cash or other consideration paid by Streeterville for the Partitioned Notes; no solicitation commissions paid.

Why It Matters

• Debt reduction and company capital structure: These exchanges convert a portion of VVOS’s debt into equity, lowering outstanding debt (to $3.7M) and reducing future cash obligations tied to the Streeterville Note.
• Dilution and trading impact: Issuance of up to 11.45M shares is potentially dilutive to existing shareholders, although releases are constrained by the 4.9% ownership cap and sell-down requirements, so all shares will not necessarily be issued or freely tradable immediately.
• Liquidity and regulatory notes: Shares were issued relying on a securities exemption (Section 3(a)(9)) and benefit from a tacked holding period, which can affect when Streeterville can resell shares; changes to the ownership cap would require stockholder approval per Nasdaq rules.

Keywords: debt conversion, exchange agreement, equity issuance, dilution, Section 3(a)(9), Nasdaq.