Vivos Inc 8-K, filed Oct 8, 2026
Vivos Inc (RDGL)
About this 8-K
Vivos Inc filed this 8-K on October 8, 2026, reporting on events of October 7, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2026, the Company entered into a Stock Purchase and Exchange Agreement (the “Exchange Agreement”), with a member of its Board of Directors (the “Director”). Pursuant to the Exchange Agreement, the Director agreed to (i) purchase 250,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred”), for a purchase price of $250,000 and (ii) exchange 385,302 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred”), held by the Director for 385,302 shares Series D Preferred (the “Share Exchange”). The Exchange Agreement contains representations, warranties, and covenants of the Company and the Director that are customary for similar transactions. The Share Exchange was consummated on October 7, 2026. Following the transaction described above there are no shares of Series C Preferred outstanding and there are 635,302 shares of Series D Preferred outstanding with a conversion price of $.08 per share.
The shares of Series D Preferred issued pursuant to the Exchange Agreement will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the full text of such document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Cancellation of Series C Convertible Preferred Stock
On October 8, 2026, (the “Effective Date”), the Company filed a Certificate of Elimination of the Series C Convertible Preferred Stock (“the Certificate of Elimination”) with the Secretary of State of Delaware. The filing of the Certificate of Elimination was approved by the Company’s Board of Directors, and there were no shares of Series C Preferred outstanding on the Effective Date.
A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Elimination of Designations, Preferences, and Rights of Series C Convertible Preferred Stock | |
| 10.1 | Stock Purchase and Exchange Agreement dated October 7, 2026, by and between Carl Cadwell and Vivos Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VIVOS INC. | ||
| Date: October 8, 2026 | By: | /s/ Michael K. Korenko |
| Name: | Michael K. Korenko | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF THE
SERIES C CONVERTIBLE PREFERRED STOCK
OF
VIVOS INC
Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware
The undersigned, being the Chief Executive Officer of Vivos Inc, a Delaware corporation (the “Corporation”), does hereby certify that, pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), the following resolution was duly adopted by unanimous written consent by the Board of Directors of the Corporation (the “Board of Directors”) on October 7, 2026, and, pursuant to authority conferred upon the Board of Directors by the provisions of the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), in accordance with Section 141 of the General Corporation Law by unanimous written consent of the Board of Directors, the Board of Directors adopted resolutions eliminating the designation and the relative powers, preferences, rights, qualifications, limitations and restrictions of the Corporation’s Series C Convertible Preferred Stock (the “Series C Preferred”). These composite resolutions eliminating the designation and relative powers, preferences, rights, qualifications, limitations and restrictions of such Series C Preferred are as follows:
WHEREAS, the Certificate of Incorporation of the Corporation, as amended from time to time, authorizes preferred stock consisting of 20,000,000 shares, par value $0.001 per share (“Preferred Stock”), issuable from time to time in one or more series;
WHEREAS, the Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and by the provisions of the Corporation’s Certificate of Incorporation, to establish and fix the number of shares to be included in any series of preferred stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series;
WHEREAS, effective March 27, 2019, the Board authorized the designation 5,000,000 shares of its Preferred Stock as Series C Preferred;
WHEREAS, all shares of Series C Preferred have been converted and no shares of Series C Preferred remain issued or outstanding; and
WHEREAS, the Board of Directors has determined it is advisable and in the best interest of the Corporation and its shareholders to eliminate and cancel all designation, rights, preferences and limitations of the shares of such Series C Preferred, and strike all references to such series of Preferred Stock from the books and records of the Corporation.
NOW, THEREFORE, BE IT RESOLVED, that pursuant to authority granted to and vested in the Board of Directors by the provisions of the Certificate of Incorporation, the Board of Directors hereby cancels the Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred, and eliminates such series of Preferred Stock; and
RESOLVED FURTHER, that each of the officers of the Corporation be, and each of them individually hereby is, authorized and directed to take any and all actions as such officers deem necessary and appropriate to eliminate such Series C Preferred, including to execute and file, or cause to be executed and filed, a Certificate of Elimination of the Series C Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware;
RESOLVED FURTHER, that when the Certificate of Elimination setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Certificate of Incorporation of the Corporation, as amended, all matters set forth in the Certificate of Designation with respect to such Series C Preferred Stock, and all of the shares that were designated as Series C Preferred Stock shall be returned to the status of preferred shares of the Corporation, without designation as to series;
RESOLVED FURTHER, that the appropriate officers of the Corporation be, and each of them individually is, in accordance with the foregoing resolutions, authorized, in the name and on behalf of the Corporation, to prepare, execute and delivery any and all agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements, consents, letters or other documents with respect to the matters contemplated by the foregoing resolutions, to make any filings pursuant to federal, state or local laws, to incur any fees and expenses and to do or cause to be done any and all such other acts and things as, in the opinion of any such Authorized Officer, may be necessary, appropriate or desirable in order to comply with the applicable laws and regulations of any jurisdiction, or otherwise in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing resolutions and to permit the matters contemplated thereby to be lawfully consummated.
IN WITNESS WHEREOF, this Certificate of Elimination of the Series C Convertible Preferred Stock of Vivos Inc has been executed by a duly authorized officer of the Corporation on this 7th day of October, 2026.
| VIVOS INC | |
| Michael Korenko | |
| Chief Executive Officer |
Exhibit 10.1
STOCK PURCHASE AND EXCHANGE AGREEMENT
This Stock Purchase and Exchange Agreement (this “Agreement”) is made as of October 7, 2026 (the “Effective Date”), by and among Carl Cadwell, an individual (“Cadwell”), and Vivos, Inc., a Delaware corporation (the “Company”).
RECITALS
A. On September 28, 2026, the Company filed a Certificate of Designations, Preferences, and Rights of Series D Convertible Preferred Stock (the “Series D COD”) with the Secretary of State for the State of Delaware, designating 1.0 million shares of the Company’s 10.0 million shares of authorized preferred stock, par value $0.001 per share, as Series D Convertible Preferred Stock (the “Series D Preferred”), each share with a stated value of $1.00 per share (the “Stated Value”);
B. Cadwell has offered to purchase 250,000 shares of Series D Preferred for a purchase price of Two Hundred and Fifty Thousand Dollars ($250,000) (the “Series D Purchase”) (the “Purchased Shares”), and to exchange 385,302 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred”), beneficially owned by Cadwell, with a stated value of Three Hundred Eighty-Five, Three Hundred and Two Dollars ($385,302) with and into Three Hundred Eighty-Five, Three Hundred and Two (385,302) shares of Series D Preferred (the “Exchange Shares”), with a stated value of Three Hundred Eighty-Five, Three Hundred and Two Dollars ($385,302) (the “Series C Exchange”, and together with the Series D Purchase, the “Transaction”); and
C. Cadwell and the Company desire to consummate the Transaction on the terms and conditions set forth in this Agreement.
AGREEMENT
For good and valuable consideration, the Parties hereto agree as follows:
1. Sale of Shares. On October 6, 2026 (the “Closing Date”), and subject to the terms and conditions of this Agreement, the Parties shall consummate the Series D Purchase at a price per share of $1.00 per Purchased Share, for an aggregate total purchase price of Two Hundred and Fifty Thousand Dollars ($250,000) (the “Purchase Price”), which Purchase Price was paid to the Company on October 1, 2026 by wire transfer; provided, however, the Purchased Shares shall be issued on the Closing Date.
2. Exchange of Series C Preferred. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, Cadwell agrees to consummate the Series C Exchange Cadwell on the date of this Agreement, in exchange for the same number of shares of Series D Preferred, the terms and conditions of which are set forth in the Series D COD attached hereto as Exhibit A. In consideration for the foregoing, the Company agrees to issue and record on the Company’s corporate ledger the Exchange Shares Cadwell on the Closing Date.
3. Closing of Transaction. The closing of the Transaction (the “Closing”) shall take place by the electronic exchange of executed documents. At the Closing, the Parties shall take the following actions:
(a) Deliveries by Company. Company shall record the Series D Preferred acquired by Cadwell pursuant to this Agreement on the books and records of the Company.
(b) Deliveries by Cadwell. Cadwell shall deliver to the Company the certificate or certificates representing the Series C Preferred.
4. Buyer Representations and Warranties. Buyer hereby represents and warrants to the Company as of the Closing that:
(a) Authority and Absence of Encumbrances. Cadwell owns and holds, beneficially and of record, the entire right, title, and interest in and to the Series C Preferred free and clear of all rights and Encumbrances (as defined below), and Cadwell has full power and authority to transfer and dispose of the Series C Preferred free and clear of any right or Encumbrance. Other than the transactions contemplated by this Agreement, there is no outstanding plan, pending proposal, or other right of any person to acquire all or any of the Series C Shares. Encumbrances shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.
(b) Exempt Transaction. Cadwell understands that the the Purchased Shares and Exchange Shares (together, the “Shares”) are being issued, offered and sold in reliance on specific provisions of the Federal and state securities laws, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Cadwell set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws.
(c) Purchase for Own Account. Buyer is receiving the Shares for Buyer’s own account, and not with a view to, or for sale in connection with, a public “distribution” of Shares within the meaning of the Securities Act; provided, however, the Parties agree and acknowledge that Cadwell may resell the Shares in a transaction not involving a public offering or distribution within the meaning of the Act, subject to any existing restrictions that may exist with respect to the Shares.
(d) Absence of MNPA. Cadwell is not in possession of any material non-public information regarding the Company, its business, operations, results from operations or financial condition.
5. Company Representations and Warranties. Company hereby represents and warrants to Cadwell as of the Closing that:
(a) Authority. The Company has all requisite power, authority and legal capacity to execute and deliver this Agreement, to carry out Company’s obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company and (assuming due execution and delivery by Cadwell) constitutes Company’s legal, valid and binding obligation, enforceable against Company, his heirs, beneficiaries and related parties, in accordance with its terms.
(b) Validly Issued and Absence of Encumbrances The Company is the record and beneficial owner of the Shares, and the Shares are validly issued, fully paid and non-assessable. Except for restrictions arising under applicable federal and state securities laws or otherwise disclosed to Cadwell, the Shares are owned free and clear of all liens, pledges, security interests, claims and other encumbrances, and no person has any option or other right to acquire the Shares. The Company has the full power and authority to transfer the Shares, and upon Closing, Cadwell shall acquire good and marketable title to the Shares, free and clear of all such encumbrances.
(c) Absence of Conflicts. The execution, delivery and performance by Company of this Agreement does not conflict with, violate or result in the breach of, or create any encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which such Company is a party or by which its assets or properties, including the Shares, are bound.
(d) Absence of Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Company, threatened against or by Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
6. Informed Decision; Investigation; Future Gains; Tax Consequences. Each Party acknowledges that it has independently evaluated this transaction, has had the opportunity to consult legal and tax advisors, and has not relied upon any representation other than those expressly contained in this Agreement.
7. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties.
8. Miscellaneous.
(a) No Public Announcements. Neither Party shall make any public disclosure or announcement regarding the terms and conditions of this Agreement until the Closing Date or otherwise as required under the Act or any applicable federal or state securities or other laws.
(b) Taxes. Each Party shall bear sole responsibility for any and all income, transfer and other taxes, filing and recording fees and similar charges applicable to that Party arising out of or relating to the transactions contemplated herein.
(c) Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives and permitted assigns. No Party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement.
(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile or e-mail (upon confirmation of receipt), or three days after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the Party to be notified at such Party’s address as set forth on the signature page hereto.
(e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of [●], without giving effect to that body of laws pertaining to conflict of laws.
(f) Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Washington, and each Party irrevocably submits to the jurisdiction of such courts. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(g) Further Assurances. The Parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
(h) Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the Parties hereto with respect to the specific subject matter hereof. This Agreement shall not be effective until signed by all Parties hereto, including the Company.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or other means of electronic delivery and upon such delivery the signature will be deemed to have the same effect as if the original signature had been delivered to the other Party.
(j) Expenses. Each Party hereto shall pay its own expenses.
(k) Specific Enforcement. Unless this Agreement has been terminated, each Party to this Agreement acknowledges and agrees that any breach by it of this Agreement shall cause any (or either) of the other Parties irreparable harm which may not be adequately compensable by money damages. Accordingly, except in the case of termination, in the event of a breach or threatened breach by a Party of any provision of this Agreement, each Party shall be entitled to seek the remedies of specific performance, injunction or other preliminary or equitable relief, without having to prove irreparable harm or actual damages. The foregoing right shall be in addition to such other rights or remedies as may be available to any Party for such breach or threatened breach, including but not limited to the recovery of money damages.
Company and Buyer have each executed this Agreement as of the Effective Date.
CARL CADWELL | ||
VIVOS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||