DEF: Vivos Therapeutics Annual Meeting Agenda

Vivos Therapeutics schedules its 2026 Annual Meeting on December 2, 2026, to vote on a reverse stock split, share issuances, corporate conversion, and executive compensation.

Summary

• Vivos Therapeutics, Inc. is holding its 2026 Annual Meeting of Stockholders virtually on December 2, 2026.
• The meeting agenda includes ten proposals, covering the election of directors, advisory votes on executive compensation and its frequency, auditor ratification, a reverse stock split, approval of stock issuances related to convertible preferred stock and warrants, an amendment to the equity incentive plan, conversion from a Delaware to a Nevada corporation, and adjournment.
• Key proposals include a reverse stock split (1-for-20 to 1-for-40) to address Nasdaq's minimum bid price requirement and approvals for significant share issuances tied to convertible preferred stock and warrants, which could result in substantial dilution.
• The company is also seeking approval to convert from a Delaware to a Nevada corporation to reduce franchise taxes and leverage Nevada's director and officer liability statutes.
• The Board of Directors recommends voting FOR all proposals, except for the frequency of executive compensation votes, where they recommend 3 years.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to the significant number of proposals requiring stockholder approval, including a reverse stock split and multiple share issuances, which could lead to substantial dilution and Nasdaq compliance issues.

Positives

• The company is addressing Nasdaq's minimum bid price requirement through a proposed reverse stock split.
• The conversion to a Nevada corporation is expected to significantly reduce annual franchise taxes.
• The company has regained compliance with Nasdaq's stockholders equity requirement.
• The Board of Directors is composed of a majority of independent directors.
• The company has adopted a code of business conduct and ethics and an insider trading policy.

Negatives

• The company received a Nasdaq staff notice for not meeting the $1.00 minimum bid-price requirement.
• Multiple proposals involve the issuance of a significant number of shares, potentially leading to substantial dilution for existing stockholders.
• The company is seeking approval for issuances that may result in New Seneca Partners Inc. and its affiliates owning more than 19.99% of the Common Stock.
• The company is seeking approval for issuances that could result in SOD Sciences, Inc. beneficially owning more than 19.99% of the outstanding Common Stock.
• The company has experienced several late Section 16(a) filings by officers, directors, and greater-than-ten percent stockholders.
• The company's independent auditor's report for the fiscal year ended December 31, 2025, included an explanatory paragraph expressing substantial doubt regarding the company's ability to continue as a going concern.

Risks

• Failure to regain and maintain the $1.00 minimum bid price could lead to delisting from Nasdaq.
• The proposed reverse stock split may not be effective in increasing the per-share trading price.
• The issuance of a large number of shares in Proposals 6 and 7 could substantially dilute existing stockholders' ownership and voting power.
• The conversion to a Nevada corporation may have unforeseen implications for existing contracts and agreements.
• The company's ability to continue as a going concern was previously subject to substantial doubt, as noted by its auditor.

Future Outlook

The company is seeking stockholder approval for several key proposals that will shape its future, including a reverse stock split to meet Nasdaq's minimum bid price, significant share issuances that could dilute existing shareholders, and a corporate conversion to Nevada to reduce costs. The success of these proposals will be critical for continued Nasdaq listing and future operations.

Management Comments

• The Board believes the proposed reverse stock split is in the best interests of the Company and its stockholders.
• The Board believes that holding the advisory vote on named executive officer compensation every three years is in the best interests of the Company and its stockholders.
• The Board believes that the Conversion is advisable and in the best interests of the Company and its stockholders.
• The Board of Directors believes that the issuance described above is in the best interests of the Company and its stockholders.

Industry Context

StockSavvy.ai notes that Vivos Therapeutics is navigating common challenges faced by smaller public companies, including maintaining Nasdaq listing requirements and managing capital structure through equity issuances and corporate restructuring. The proposed actions are typical responses to such pressures.

Comparison to Industry Standards

• Many biotechnology and therapeutics companies, especially those in early to mid-stage development, face similar challenges in meeting Nasdaq's minimum bid price and equity requirements, often resorting to reverse stock splits.
• The practice of issuing convertible securities and warrants to raise capital is standard, though the scale of potential dilution in Proposals 6 and 7 is notable.
• Corporate conversions from Delaware to other states like Nevada are not uncommon for companies seeking to reduce administrative costs, particularly franchise taxes.

Management Changes

Corporate Governance

Related Party Transactions

• Master Services Agreement with The CFO Portal, LLC, where Roman Franklin (CFO) is CEO, for financial and accounting leadership services.
• R. Kirk Huntsman's indirect participation in the June 30, 2026 private placement through membership interests in V-Co 4.
• The company's agreement to include Proposal 6 in the proxy statement, related to issuances to New Seneca Partners Inc. and its affiliates, in which Mr. Huntsman has an interest.

Stakeholder Impact

• Shareholders face potential dilution from proposed share issuances and the effects of a reverse stock split.
• Shareholders' voting power and ownership percentage may be significantly impacted by the approval of Proposals 6 and 7.
• Preferred stockholders (Series A, B, C) have appraisal rights in connection with the corporate conversion to Nevada, unless waived.
• The conversion to Nevada may impact the interpretation of director and officer duties and liabilities.

Next Steps

• Stockholders will vote on the ten proposals at the Annual Meeting on December 2, 2026.
• The Board will determine the exact ratio and timing of the reverse stock split if approved.
• The Board may abandon the reverse stock split amendment before it becomes effective.
• The company will file necessary documents with Delaware and Nevada Secretaries of State if the conversion is approved and consummated.
• The company will continue to use equity awards under the 2024 Omnibus Equity Incentive Plan if the amendment is approved.

Key Dates

Recommendation

The filing presents a complex situation with significant risks related to dilution and Nasdaq compliance, alongside strategic moves to reduce costs and potentially improve share price. While the company is taking steps to address its challenges, the substantial dilution from proposed share issuances and the uncertainty of the reverse stock split's effectiveness warrant a cautious 'hold' stance until the outcomes of these proposals and their impact on the company's financial health and market position become clearer.

Keywords

Annual Meeting, Proxy Statement, Reverse Stock Split, Share Issuance, Corporate Conversion, Executive Compensation, Nasdaq Compliance, Equity Incentive Plan