8-K: Vivos Therapeutics Announces Auditor Change to Baker Tilly US, Citing Merger and Prior Going Concern Warning

Vivos Therapeutics, Inc. has appointed Baker Tilly US, LLP as its new independent registered public accounting firm following the merger of its previous auditor, Moss Adams LLP, with Baker Tilly, though the prior audit report included a going concern uncertainty.

Summary

• Vivos Therapeutics, Inc. (VVOS) announced a change in its independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP, effective June 3, 2025.
• The change occurred because Moss Adams LLP merged with Baker Tilly US, LLP, leading to Moss Adams' resignation and Baker Tilly's appointment by the Company's Audit Committee.
• Moss Adams' audit reports for the fiscal years ended December 31, 2024, and 2023, did not contain adverse opinions, disclaimers, or qualifications, except for an explanatory paragraph regarding a 'going concern uncertainty' for the year ended December 31, 2024.
• There were no disagreements on accounting principles, financial statement disclosure, or auditing scope with Moss Adams during the periods audited and the subsequent interim period through June 3, 2025.
• The Company did not consult with Baker Tilly regarding accounting principles or audit opinions prior to their appointment.
• Moss Adams LLP confirmed its agreement with the statements made by Vivos Therapeutics in the Form 8-K filing.

Sentiment

Score: 2

Explanation: The sentiment is negative due to the disclosure of a 'going concern uncertainty' in the company's latest audit report, which overshadows the otherwise procedural auditor change.

Positives

• The transition of the independent registered public accounting firm was smooth, resulting from a merger rather than a dispute.
• Moss Adams LLP confirmed no disagreements on accounting principles, financial statement disclosure, or auditing scope with Vivos Therapeutics during their tenure.

Negatives

• Moss Adams' audit report for the year ended December 31, 2024, included an explanatory paragraph regarding a 'going concern uncertainty', indicating substantial doubt about the company's ability to continue operations.

Risks

• The 'going concern uncertainty' noted in the December 31, 2024 audit report poses a significant risk to the company's future operations and financial stability, potentially impacting investor confidence and access to capital.

Future Outlook

The document does not provide explicit forward-looking statements or financial guidance beyond the change in auditors and the historical audit findings.

Management Comments

• The Company's Audit Committee approved the appointment of Baker Tilly US, LLP as the successor independent registered public accounting firm.
• Bradford Amman, Chief Financial Officer, signed the Form 8-K, indicating the company's formal acknowledgment and reporting of the auditor change.

Industry Context

Changes in independent auditors due to mergers between accounting firms are common occurrences in the financial industry. However, the disclosure of a 'going concern uncertainty' is a specific and serious issue related to the company's financial health, distinct from the routine auditor transition.

Corporate Governance

Stakeholder Impact

• Shareholders: The 'going concern uncertainty' could significantly impact share price and investor confidence, raising concerns about the company's long-term viability.
• Creditors: May view the 'going concern uncertainty' as an increased risk, potentially affecting lending terms or access to credit.

Next Steps

• Baker Tilly US, LLP will serve as Vivos Therapeutics, Inc.'s independent registered public accounting firm for future audits and financial reporting.

Key Dates

Recommendation

Keywords

Vivos Therapeutics, VVOS, SEC filing, 8-K, auditor change, Moss Adams, Baker Tilly, going concern, financial reporting, public accounting firm, corporate governance