8-K: Vivos Therapeutics Secures Debt-to-Equity Deal, Faces Nasdaq Listing Challenge

Vivos Therapeutics announces a binding agreement to exchange up to $4.5 million in debt for equity with Streeterville Capital, aiming to improve stockholder equity and address Nasdaq listing requirements, while also securing a new $5 million convertible note from V-Co Investors 4 LLC.

Summary

• Vivos Therapeutics has entered into a binding agreement with its senior secured lender, Streeterville Capital, LLC, to exchange up to $4.5 million of outstanding debt for a combination of preferred and common stock.
• This debt-to-equity exchange is contingent upon the completion of one or more equity financings totaling at least $2.6 million for the first tranche and an additional $1.9 million for a second tranche, by June 15, 2026.
• The company also entered into an unsecured convertible promissory note with V-Co Investors 4 LLC for up to $5 million, with an initial $500,000 funded on May 7, 2026, intended for general working capital and to support a proposed $5.5 million equity financing expected by June 30, 2026.
• The debt-to-equity exchange and contemplated equity raise are intended to improve Vivos's stockholders' equity to comply with Nasdaq listing standards.
• Streeterville has agreed to suspend debt repayment calls for 90 days and sales of Company securities for 60 days once the exchange becomes effective.
• Vivos received a notice from Nasdaq on June 5, 2026, indicating non-compliance with the minimum bid price requirement of $1.00 per share, with a 180-day compliance period until December 2, 2026.
• The company is also not currently in compliance with Nasdaq's $2.4 million minimum stockholders' equity requirement but aims to rectify this through the described transactions.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as having a cautiously negative sentiment due to the Nasdaq non-compliance notice and the contingent nature of the financial restructuring, despite the company's efforts to address these issues.

Positives

• Secured a binding agreement with Streeterville Capital to exchange up to $4.5 million of debt for equity, potentially improving stockholder equity.
• Streeterville Capital has committed to suspending debt repayment calls for 90 days and sales of Company securities for 60 days, providing short-term financial relief.
• Entered into a new convertible promissory note with V-Co Investors 4 LLC for up to $5 million to provide working capital and support future financing.
• The transactions are designed to help Vivos regain compliance with Nasdaq listing standards, specifically the minimum bid price and stockholders' equity requirements.
• The V-Co 4 Note converts dollar-for-dollar into equity upon completion of a subsequent financing, mitigating immediate cash repayment pressure for that facility.

Negatives

• Received a notice from Nasdaq on June 5, 2026, for failing to meet the minimum bid price requirement of $1.00 per share.
• The company is currently not in compliance with Nasdaq's $2.4 million minimum stockholders' equity requirement.
• The debt-to-equity exchange is contingent on Vivos successfully raising at least $2.6 million in a first tranche equity financing and an additional $1.9 million in a second tranche, with no assurance of completion.
• There is a risk that Vivos may be unable to raise the required new equity, which would nullify the debt-to-equity exchange commitment.
• The company faces the risk of delisting from Nasdaq if it cannot regain compliance with listing requirements within the allotted periods.

Risks

• Risk that Vivos may be unable to raise the required new equity timely or in sufficient amounts, which would cause the debt-to-equity exchange to become null and void.
• Risk that Vivos may be unable to benefit fully or at all from the transactions discussed herein, even if they are consummated.
• Risk that Vivos may be unable to implement revenue, sales and marketing strategies and other strategies that increase revenues.
• Risk that some patients may not achieve the desired results from using Vivos products.
• Risks associated with regulatory scrutiny of and adverse publicity in the sleep apnea treatment sector.
• Risk that Vivos may be unable to secure additional financings on reasonable terms when needed, if at all, or maintain its Nasdaq listing due to, among other things, a deficiency in its stockholders equity.
• Market and other conditions could impact the company's ability to regain compliance.
• Potential for delisting from Nasdaq if compliance with minimum bid price and other listing requirements is not achieved within the specified periods.

Future Outlook

The company is focused on completing equity financings to facilitate debt-to-equity exchanges, improve its financial standing to meet Nasdaq listing requirements, and continue its working capital needs. The success of these initiatives is contingent on raising the necessary capital and regaining compliance with Nasdaq's bid price and equity standards.

Management Comments

• The debt-to-equity exchange, combined with the contemplated equity raise, is intended to improve the Company's stockholders equity and advance its stockholders equity remediation plan to comply with Nasdaq's listing standards.
• The transactions would, if consummated, also lower the Company's debt service obligations, including suspending them for 90 days, which is expected to assist the Company's cash flows and support liquidity.
• Vivos is working to change the landscape of OSA treatment through innovative technology, education, and collaborations, offering a proprietary, clinically effective solution that is nonsurgical, noninvasive, and nonpharmaceutical.

Industry Context

StockSavvy.ai notes that Vivos Therapeutics operates in the competitive and evolving medical device and healthcare services sector, specifically targeting breathing-related sleep disorders like OSA. The company's strategy involves leveraging technology and acquisitions to address a significant unmet need, as a large percentage of OSA cases remain undiagnosed. The current focus on financial restructuring and Nasdaq compliance is critical for maintaining its public market presence while pursuing growth.

Comparison to Industry Standards

• The company's strategy to address OSA with non-surgical, non-invasive methods like the 'Vivos Method' contrasts with traditional CPAP treatments, which often fail to address root causes. This innovative approach aims to capture market share in a segment with high undiagnosed prevalence.
• The reliance on debt financing and subsequent equity raises for operational and compliance needs is common among early to mid-stage biotech and medical device companies, though the specific terms and amounts are company-dependent.
• The challenge of maintaining Nasdaq listing standards, particularly the minimum bid price and stockholders' equity, is a hurdle faced by many smaller public companies. Competitors in the sleep disorder treatment market include established players and emerging companies, each with varying approaches to technology and market penetration.

Corporate Governance

Legal Proceedings

• Vivos received a notice from Nasdaq on June 5, 2026, indicating non-compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
• The company is also not in compliance with Nasdaq's $2.4 million minimum stockholders' equity requirement.

Related Party Transactions

• V-Co Investors 4 LLC, the lender for the $5 million convertible note, is an affiliate of New Seneca Partners Inc., an existing private equity investor and advisor to Vivos.
• The initial $500,000 funding under the V-Co 4 Note was provided by V-Co Investors 4 LLC.

Stakeholder Impact

• Shareholders: Potential dilution from equity issuances, but also a potential positive impact if the company regains Nasdaq compliance and improves financial stability. Risk of delisting remains a concern.
• Creditors: The debt-to-equity exchange directly impacts Streeterville Capital, reducing their outstanding debt principal in exchange for equity. Other creditors may see improved financial health if compliance is achieved.
• Lenders (V-Co 4): The convertible note provides flexibility, converting to equity upon future financing, mitigating immediate repayment risk for that facility.

Next Steps

• Vivos must complete equity financings totaling at least $2.6 million (First Tranche) and $1.9 million (Second Tranche) by June 15, 2026, to effect the debt-to-equity exchange with Streeterville.
• The company must regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share by December 2, 2026.
• Vivos will continue to monitor its stock price and Nasdaq listing requirements.
• Streeterville Capital's debt repayment calls and securities sales will be suspended until at least September 15, 2026, and August 15, 2026, respectively, following the exchange's effectiveness.
• The company aims to close a $5.5 million equity financing by June 30, 2026, related to the V-Co 4 Note.

Key Dates

Recommendation

The company is in a critical phase, facing Nasdaq delisting risks while attempting to restructure its debt and raise capital. The outcome of the equity financings and compliance efforts is highly uncertain. A 'hold' recommendation reflects the significant risks and potential rewards, pending clearer visibility on the company's ability to meet its obligations and regain listing status.

Keywords

Vivos Therapeutics, Convertible Promissory Note, Debt-to-Equity Exchange, Streeterville Capital, Nasdaq Listing, Equity Financing, V-Co Investors 4 LLC, Obstructive Sleep Apnea