8-K: Vivos Therapeutics CFO Departs, New Executive Appointed

Vivos Therapeutics, Inc. announces the departure of its CFO, Bradford Amman, and the appointment of Roman Franklin as interim CFO through a services agreement with The CFO Portal, LLC.

Summary

• Bradford Amman has resigned as Chief Financial Officer and Secretary of Vivos Therapeutics, Inc., effective July 31, 2026.
• Amman will remain with the company for 90 days as a transition employee and principal accounting officer, followed by a 180-day advisory period.
• Roman Franklin has been appointed as the new Chief Financial Officer, effective July 31, 2026, through a Master Services Agreement with The CFO Portal, LLC.
• The company has entered into a Separation Agreement with Bradford Amman, outlining continued salary, benefits, and advisory fees, along with stock awards and options.
• The company has entered into a Master Services Agreement with The CFO Portal, LLC, for financial and accounting leadership services, with Roman Franklin as the engagement lead.
• The agreement with The CFO Portal, LLC includes a monthly retainer of $27,000, with potential for additional fees and reimbursement of expenses.
• Roman Franklin's appointment and the associated compensation arrangement with The CFO Portal, LLC have been reviewed and approved by the Audit Committee.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral development, primarily reflecting a standard executive transition and the engagement of a financial services firm, with no immediate significant positive or negative financial indicators presented.

Positives

• An orderly transition is planned with Bradford Amman remaining for a 90-day period as principal accounting officer and then as an advisor for 180 days.
• The company has secured experienced financial leadership with the appointment of Roman Franklin, who has over 20 years of experience.
• The appointment of Roman Franklin and the services agreement with The CFO Portal, LLC have been approved by the Audit Committee, indicating adherence to governance policies.
• Bradford Amman's resignation was voluntary and mutually agreed upon, with no disagreements regarding the company's operations, policies, or practices.
• Bradford Amman is eligible to receive a fully vested award of 250,000 shares of common stock and a stock option for 150,000 shares, subject to Board approval and release effectiveness.

Negatives

• The departure of a key executive like the CFO can create uncertainty and potential disruption.
• The company is relying on an external firm, The CFO Portal, LLC, for its CFO function, which may indicate a lack of internal succession planning or a need for specialized expertise.
• The terms of the separation agreement with Bradford Amman include continued salary and benefits during the transition period, representing ongoing costs.
• The equity awards and stock options granted to Bradford Amman represent potential future dilution for existing shareholders.

Risks

• Potential for disruption during the transition period as a new CFO integrates and takes over responsibilities.
• Reliance on an external service provider for critical financial leadership could pose risks if the service level is not maintained or if the provider relationship changes.
• The effectiveness of the new CFO and the managed services team in addressing any existing financial reporting or internal control issues.
• The potential for unvested stock options to vest fully upon certain termination events or change in control, which could impact the company's capital structure.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, it details the terms of the separation and advisory agreements for the former CFO and the engagement of a new CFO through a services agreement, which are operational and structural in nature.

Management Comments

• Bradford Amman's resignation was voluntary and mutually agreed with the Company, and did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices, including any matters concerning the Company's accounting, financial reporting, internal controls or disclosure.
• The Board expects to designate a successor principal accounting officer upon the conclusion of the Transition Period.
• The terms of Mr. Franklin's appointment and CFO Portal's compensation were reviewed and approved by the Company's Audit Committee of the Board of Directors in accordance with the Company's related-party transaction policies and Nasdaq Listing Rule 5630.

Industry Context

StockSavvy.ai notes that the engagement of interim or fractional CFO services through specialized firms like The CFO Portal, LLC is becoming increasingly common, particularly for smaller or growth-stage companies that may not require a full-time executive or are navigating complex financial transitions. This approach allows access to experienced financial leadership without the long-term commitment and cost of a permanent hire.

Comparison to Industry Standards

• The engagement of The CFO Portal, LLC for CFO services is consistent with industry trends where companies utilize specialized service providers for executive functions, especially during periods of transition or for cost-efficiency.
• The compensation structure for Roman Franklin, including a retainer and equity award, is typical for outsourced executive services in the technology and biotech sectors, though specific benchmarks would require detailed analysis of comparable service agreements.
• The terms of the separation agreement for Bradford Amman, including severance, continued benefits, and stock awards, align with common practices for executive departures in publicly traded companies, particularly when the departure is amicable.

Management Changes

Corporate Governance

Related Party Transactions

• The engagement of The CFO Portal, LLC, where Roman Franklin is the principal, for CFO services constitutes a related party transaction. The company has agreed to an annual compensation arrangement of $324,000 retainer and an equity award valued at approximately $237,360.
• The terms of the Master Services Agreement with The CFO Portal, LLC include a monthly retainer of $27,000 for Mr. Franklin's services, plus event-based fees and expense reimbursement. This arrangement was reviewed and approved by the Audit Committee.

Stakeholder Impact

• Shareholders: Potential dilution from stock awards and options granted to the departing CFO, and the ongoing cost of outsourced CFO services. However, the appointment of an experienced CFO may provide confidence in financial oversight.
• Employees: Potential for changes in financial reporting processes or internal controls under new leadership. The transition plan aims to minimize disruption.
• Creditors: The company's financial reporting and stability are key concerns. The appointment of a new CFO through a reputable service provider may be viewed positively.

Next Steps

• Bradford Amman will serve as a transition employee and principal accounting officer for 90 days following July 31, 2026.
• Bradford Amman will serve as an advisor to the Company as an independent contractor for an additional 180 days.
• The Board expects to designate a successor principal accounting officer upon the conclusion of the Transition Period.
• The Master Services Agreement with The CFO Portal, LLC has an initial term of twelve months and renews automatically unless notice of non-renewal is provided.

Key Dates

Keywords

Chief Financial Officer, Executive Transition, Master Services Agreement, Separation Agreement, Financial Leadership, Audit Committee, Principal Accounting Officer, Stock Options