DEF 14A: Vivos Therapeutics Sets 2025 Annual Meeting Agenda

Vivos Therapeutics, Inc. announced its 2025 Annual Meeting of Stockholders to be held virtually on November 4, 2025, seeking approval for director elections, an increased equity incentive plan, and auditor ratification.

Summary

• The 2025 Annual Meeting of Stockholders will be held virtually on November 4, 2025, at 10:00 a.m. Mountain Time.
• Stockholders will vote on the election of six directors, an amendment to the 2024 Omnibus Equity Incentive Plan to increase authorized shares from 1,600,000 to 4,100,000, and the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2025.
• The Board of Directors unanimously recommends voting FOR all director nominees and FOR proposals 2 and 3.
• The Record Date for stockholders entitled to vote is September 8, 2025, with 7,504,807 shares of Common Stock outstanding.
• Amended and restated employment agreements for CEO R. Kirk Huntsman and CFO Bradford Amman take effect January 1, 2025, increasing their base salaries to $450,000 and $320,000, respectively, and adjusting target annual cash incentives and equity compensation.
• Moss Adams LLP merged with Baker Tilly US, LLP on June 3, 2025, leading to Baker Tilly's appointment as the successor independent registered public accounting firm.
• Audit fees for 2024 were $362,900 and for 2023 were $333,425, all paid to Baker Tilly (as successor to Moss Adams).
• The audit report for the fiscal year ended December 31, 2024, contained an explanatory paragraph regarding a going concern uncertainty.

Sentiment

Score: 3

Explanation: The filing contains a critical 'going concern' warning in the 2024 audit report, which is a major negative indicator of financial health. While there are routine corporate governance items and executive compensation details, the fundamental financial uncertainty overshadows any positive aspects. The significant proposed increase in the equity incentive plan also raises concerns about potential dilution for existing shareholders.

Positives

• The virtual meeting format provides ready access and cost savings for stockholders and the company.
• The Board of Directors recommends voting FOR all proposals, indicating internal alignment and confidence in the proposed actions.
• Executive employment agreements include long-term equity compensation programs, aiming to align management incentives with stockholder value.
• A robust corporate governance structure is in place with five independent directors on the six-member Board, and independent directors chairing all key committees (Audit, Compensation, Nominating and Corporate Governance).
• The company adopted a Compensation Recovery Policy (clawback policy) on December 1, 2023, to comply with Section 10D of the Exchange Act and Nasdaq listing standards, enhancing corporate governance.

Negatives

• The audit report for the fiscal year ended December 31, 2024, contained an explanatory paragraph regarding a going concern uncertainty, indicating significant financial challenges.
• The proposed amendment to increase the 2024 Omnibus Equity Incentive Plan share pool from 1,600,000 to 4,100,000 shares could lead to significant dilution for existing shareholders if fully utilized.
• Total executive compensation for R. Kirk Huntsman increased substantially from $567,794 in 2023 to $1,306,906 in 2024, and for Bradford Amman from $340,121 in 2023 to $705,919 in 2024.
• Some outstanding stock options for executives have exercise prices significantly higher than recent market prices (e.g., $141.00, $81.75, $187.50, $131.50 compared to $2.38 or $2.64 for 2024 grants), suggesting many options are currently underwater.
• Two Section 16(a) reports (Form 4s for R. Kirk Huntsman and Bradford Amman) were filed late due to administrative errors.

Risks

• Going Concern Uncertainty: The audit report for the fiscal year ended December 31, 2024, included an explanatory paragraph regarding a going concern uncertainty, which raises substantial doubt about the company's ability to continue as a going concern.
• Share Dilution: The proposed increase in the 2024 Omnibus Equity Incentive Plan share pool from 1,600,000 to 4,100,000 shares could result in significant dilution for current stockholders.
• Executive Compensation: The substantial increase in executive compensation, particularly equity awards, may be perceived negatively by investors, especially in light of the going concern warning and potential dilution.
• Broker Non-Votes: For non-routine matters like director elections and equity plan amendments, uninstructed shares held by brokers will not be voted, potentially impacting the achievement of a quorum or approval thresholds.
• Anti-Takeover Provisions: Provisions in the bylaws, such as the Board's ability to fill vacancies, its power to amend bylaws, the requirement for a majority vote to remove directors, and specific thresholds for stockholders to call special meetings (15% of voting power), could make it more difficult for stockholders to effect a change in control.
• Forum Selection Clauses: Bylaws designate Delaware courts as the exclusive forum for certain internal corporate claims and federal district courts for Securities Act claims, which could limit stockholders' choice of forum for litigation.

Future Outlook

The company aims to recruit and retain high-caliber healthcare executives to drive future growth, which will require significant equity grants. The proposed increase in the 2024 Omnibus Equity Incentive Plan share pool is intended to support this objective. The 2024 audit report's going concern warning indicates significant financial challenges that need to be addressed for a sustainable future.

Management Comments

• "We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the company." R. Kirk Huntsman, Chairman of the Board and Chief Executive Officer.
• "On behalf of our Board of Directors and management, it is my pleasure to express our appreciation for your continued support of Vivos." R. Kirk Huntsman, Chairman of the Board and Chief Executive Officer.
• "In coming years, the Company will need to recruit and retain the highest caliber of healthcare executives who will take this company to the next level, and that requires equity in the form of option and stock grants." Board of Directors (paraphrased from Proposal 2).

Industry Context

The company operates in the healthcare and dental industry, where attracting and retaining top executive talent often involves competitive equity compensation packages. The shift to virtual annual meetings is a common trend across industries, offering efficiency and broader stockholder access. The 'going concern' explanatory paragraph in the audit report suggests significant financial challenges, which is a critical factor for a company in a competitive and capital-intensive sector like healthcare technology.

Corporate Governance

Related Party Transactions

• Amended and restated employment agreements for CEO R. Kirk Huntsman and CFO Bradford Amman, effective January 1, 2025, increasing their base salaries to $450,000 and $320,000, respectively, and adjusting target annual cash incentives and equity compensation.
• Equity awards granted to executive officers and non-employee directors under the 2017, 2019, and 2024 Omnibus Equity Incentive Plans, including performance-based options for executives.
• Annual cash compensation of $48,000 for non-employee directors, with additional cash compensation for committee chairs ($10,000) and members ($5,000).

Stakeholder Impact

• Shareholders: Will vote on key corporate governance matters (director elections, equity plan amendment, auditor ratification). Face potential dilution from the increased equity incentive plan share pool. Exposed to the significant 'going concern' risk, which could impact investment value.
• Employees/Executives: Benefit from the 2024 Omnibus Equity Incentive Plan and the amended employment agreements with increased salaries and severance benefits, intended to attract and retain talent.
• Board of Directors: Recommends approval of all proposals, indicating their strategic direction and confidence in the current management and governance structure.
• Auditors: Baker Tilly US, LLP has been appointed as the independent registered public accounting firm, succeeding Moss Adams LLP due to a merger, ensuring continuity of audit services.

Next Steps

• Stockholders are to vote on director elections, the amendment to the 2024 Omnibus Equity Incentive Plan, and the ratification of Baker Tilly US, LLP as independent auditor at the Annual Meeting on November 4, 2025.
• Voting results will be announced at the Annual Meeting and subsequently published in a Current Report on Form 8-K within four business days.
• The company plans to recruit and retain high-caliber healthcare executives, which will involve future equity grants, supported by the proposed increase in the equity incentive plan.

Key Dates

Recommendation

The presence of a 'going concern' explanatory paragraph in the 2024 audit report is a severe red flag, indicating substantial doubt about the company's ability to continue operations. This fundamental financial instability outweighs any routine corporate governance updates or executive compensation details. The proposed significant increase in the equity incentive plan's share pool, while intended for talent retention, also presents a considerable risk of dilution to existing shareholders, especially in the context of financial uncertainty. Given these critical financial concerns, a seasoned investor would likely recommend selling the stock to mitigate risk.

Keywords

Vivos Therapeutics, Proxy Statement, Annual Meeting, Stockholder Vote, Director Election, Equity Incentive Plan, Share Dilution, Executive Compensation, Corporate Governance, Audit Firm, Going Concern, SEC Filing, VIVO