S-1/A: Vivos Therapeutics Files Amendment No. 1 to Form S-1 for Resale of Common Stock and Warrants

Vivos Therapeutics has filed an amendment to its Form S-1 registration statement to allow for the resale of up to 1,737,259 shares of common stock underlying warrants held by a selling stockholder.

Summary

• Vivos Therapeutics has filed Amendment No. 1 to its Form S-1 registration statement with the SEC on April 19, 2024.
• The amendment primarily updates the Incorporation of Certain Information by Reference section.
• The registration statement pertains to the offer for sale of up to 1,737,259 shares of common stock by a selling stockholder.
• These shares are issuable upon the exercise of warrants, including those from a January 2023 private placement and inducement warrants from February 2024.
• Vivos will not receive any proceeds from the resale of these shares, but would receive proceeds if the warrants are exercised for cash.
• If all warrants are exercised for cash, Vivos would receive approximately $8.4 million, to be used for general corporate purposes and working capital.
• The company's common stock is listed on the Nasdaq under the symbol VVOS, and the last reported sale price on April 4, 2024, was $3.01 per share.
• Vivos is classified as an emerging growth company and is subject to reduced public company reporting requirements.
• Investing in Vivos' common stock is considered highly speculative and involves significant risks.

Sentiment

Score: 6

Explanation: The document is primarily a legal filing, so the sentiment is neutral. However, the potential for a capital raise is a positive, while the speculative nature of the stock and reliance on warrant exercises temper the outlook.

Positives

• Potential for Vivos to receive approximately $8.4 million if all warrants are exercised for cash.
• The company has FDA clearance for its CARE appliances to treat moderate and severe OSA in adults.
• Medicare reimbursement is now enabled for CARE oral medical devices.
• The Treatment Navigator program is being restructured into a monthly subscription-based model, expected to become a material revenue stream.

Negatives

• Vivos will not receive any proceeds from the resale of shares by the selling stockholder.
• There are no assurances that any of the warrants will be exercised or that Vivos will receive any cash proceeds.
• Investing in Vivos' common stock is highly speculative and involves significant risks.
• The company has not yet seen a corresponding increase in patient enrollment in The Vivos Method treatment despite the growth of the VivoScore program.

Risks

• The company's ability to continue to refine and execute its business plan.
• The understanding and adoption by dentists and other healthcare professionals of The Vivos Method.
• The effectiveness of treatment using The Vivos Method and patient relapse after completion of treatment.
• The potential financial benefits to VIP dentists from treating patients with The Vivos Method.
• The company's ability to properly train VIPs in the use of The Vivos Method.
• The company's ability to formulate, implement and modify as necessary effective sales, marketing and strategic initiatives to drive revenue growth.
• The viability of the company's current intellectual property and intellectual property created in the future.
• Acceptance by the marketplace of the products and services that the company markets.
• Government regulations and the company's ability to obtain applicable regulatory approvals and comply with government regulations.
• The company's ability to retain key employees.
• Adverse changes in general market conditions for medical devices and the products and services the company offers.
• The company's ability to generate cash flow and profitability and continue as a going concern.
• The company's future financing plans.
• The company's ability to adapt to changes in market conditions.

Future Outlook

The company expects the restructured Treatment Navigator program to grow into a material and important revenue stream moving forward.

Industry Context

The company is focusing on expanding awareness and treatment options for OSA, particularly through the dental industry and medical profession, which represents a large and relatively untapped market.

Stakeholder Impact

• Shareholders may experience dilution if the warrants are exercised.
• The company's financial position could be strengthened if the warrants are exercised and proceeds are received.
• The company's ability to execute its business plan could be enhanced with additional capital.

Next Steps

• The selling stockholder may offer and sell the shares of common stock.
• The company will monitor the exercise of warrants and the potential receipt of proceeds.
• The company will continue to execute its business plan and expand its market reach.

Key Dates

Keywords

Vivos Therapeutics, common stock, warrants, resale, registration statement, OSA, private placement, emerging growth company, VVOS, FDA clearance