8-K: Vivos Therapeutics Announces $3.3 Million At-The-Market Offering and Executive Employment Agreements

Vivos Therapeutics has entered into an agreement for an at-the-market offering of common stock up to $3.3 million and amended employment agreements for its CEO and CFO.

Summary

• Vivos Therapeutics, Inc. has entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, allowing the company to offer and sell shares of its common stock with an aggregate value of up to $3,328,881.
• The shares will be offered and sold under a shelf registration statement on Form S-3.
• H.C. Wainwright & Co., LLC will receive a cash commission of 3% of the gross sales price of any common stock sold under the agreement.
• The company has also approved amended and restated employment agreements for CEO R. Kirk Huntsman and CFO Bradford Amman, effective January 1, 2025.
• The descriptions of the terms and provisions of these agreements are provided in a previous 8-K filing on September 12, 2024.

Sentiment

Score: 6

Explanation: The announcement is neutral. It details a capital raise and executive employment agreements, which are standard corporate actions. The potential dilution from the stock offering is a slight negative.

Positives

• The At The Market Offering Agreement provides Vivos Therapeutics with a flexible way to raise capital.
• The amended employment agreements may provide stability and incentivize key executives.

Negatives

• The offering could dilute existing shareholders' equity.
• The company is not obligated to make any sales of the shares under the Offering Agreement.

Risks

• There is no guarantee that the company will be able to sell all of the shares under the offering agreement.
• Market conditions could affect the price at which the company is able to sell the shares.
• The company's stock price could be negatively impacted by the offering.

Future Outlook

The company may offer and sell shares of its common stock from time to time through Wainwright. The offering will terminate upon the sale of all shares or termination of the offering agreement.

Industry Context

At-the-market offerings are a common way for publicly traded companies, especially smaller ones, to raise capital. The amended employment agreements suggest a focus on retaining key personnel.

Comparison to Industry Standards

• At-the-market offerings are frequently used by companies like Vivos Therapeutics with smaller market capitalizations, offering a flexible way to raise funds compared to traditional underwritten offerings.
• Comparable companies in the medical device or sleep apnea treatment space, such as Inspire Medical Systems or ResMed, might use similar ATM offerings or other financing methods depending on their specific capital needs and market conditions.
• Executive compensation packages, including base salary, incentive plans, and equity awards, are generally benchmarked against peer companies in the same industry and of similar size to ensure competitiveness and attract and retain talent.

Stakeholder Impact

• Shareholders may experience dilution if the company sells a significant number of shares.
• Employees may be affected by the amended employment agreements for the CEO and CFO.
• The capital raise could allow the company to invest in growth initiatives, potentially benefiting customers and suppliers.

Next Steps

• Vivos Therapeutics may offer and sell shares of its common stock from time to time through Wainwright.
• H.C. Wainwright & Co., LLC will use commercially reasonable efforts to sell the shares based upon instructions from the company.
• The offering will terminate upon the sale of all shares or termination of the offering agreement.

Key Dates

Keywords

at-the-market offering, common stock, employment agreements, capital raise, Vivos Therapeutics, H.C. Wainwright, executive compensation