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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 25, 2026 (June 18, 2026)

 

Vivos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39796   81-3224056
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

7921 Southpark Plaza, Suite 210

Littleton, Colorado 80120

(Address of principal executive offices) (Zip Code)

 

(866) 908-4867

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   VVOS   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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.

 

As previously announced, Vivos Therapeutics, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), on June 5, 2026. Pursuant to the Exchange Agreement, Streeterville agreed to exchange a portion of the outstanding indebtedness owed by the Company for shares of the Company’s preferred stock and common stock.

 

On June 18, 2026, the Company entered into a letter agreement with Streeterville amending the Exchange Agreement (the “Letter Agreement”), to extend the outside date by which the Company must complete a qualifying financing of at least $2,600,000 from June 15, 2026, to August 31, 2026.

 

The foregoing description of the Exchange Agreement or the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, a copy of which is filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On June 22, 2026, the Company issued a press release announcing the Letter Agreement described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Exchange Agreement dated as of June 5, 2026, between Vivos Therapeutics, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 8, 2026).
     
10.2*   Letter Agreement dated as of June 18, 2026, between Vivos Therapeutics, Inc. and Streeterville Capital, LLC.
     
99.1*   Press Release, dated June 22, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Filed herewith

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

VIVOS THERAPEUTICS, INC.    
     
Dated: June 25, 2026 By: /s/ R. Kirk Huntsman
  Name: R. Kirk Huntsman
  Title: Chief Executive Officer

 

 

 

Exhibit 10.2

 

STREETERVILLE CAPITAL, LLC

 

June 18, 2026

 

Vivos Therapeutics, Inc.

Attn: R. Kirk Huntsman

 

Re: Extension of Outside Date

 

Dear Kirk:

 

This letter agreement (this “Letter Agreement”) is entered into by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Vivos Therapeutics, Inc., a Delaware corporation (“Company”), in connection with (i) that certain Amendment to Secured Promissory Note dated June 5, 2026 between Company and Investor (the “Note Amendment”), and (ii) that certain Exchange Agreement dated June 5, 2026 between Company and Investor (the “Exchange Agreement”). Each of the Note Amendment and the Exchange Agreement conditions certain matters on Company completing a financing in which it receives gross proceeds of at least $2,600,000.00 (the “Financing”) on or before June 15, 2026 (in each such agreement, the “Outside Date”). The Financing was not completed on or before the Outside Date, and Company has requested that Investor extend the Outside Date, which Investor has agreed to do as a one-time accommodation and without waiver of any rights or remedies Investor may have. Accordingly, Investor and Company hereby agree as follows:

 

1. Acknowledgment of Non-Satisfaction of Condition; Reinstatement. Company acknowledges and agrees that the Financing was not completed on or before the original Outside Date of June 15, 2026, and that, as a result and in accordance with the terms of each agreement, (i) the amendments set forth in the Note Amendment are of no force or effect and no amendment, waiver, modification or other change to the Note has been deemed to occur, with the Note remaining in full force and effect in accordance with its existing terms, and (ii) the Exchange Agreement automatically terminated and is deemed void ab initio. Company acknowledges and agrees that, by extending the Outside Date as set forth herein, Investor is, as a one-time accommodation, reinstating each of the Note Amendment and the Exchange Agreement, effective as if the Outside Date had been August 31, 2026 from inception. Company further acknowledges and agrees that such accommodation does not constitute a waiver of, and is without prejudice to, any rights, powers or remedies Investor may have under the Note, the Note Amendment, the Exchange Agreement, or applicable law, all of which are expressly reserved.

 

2. Extension of Outside Date. Investor and Company hereby agree that the defined term “Outside Date,” as defined and used in each of the Note Amendment and the Exchange Agreement, is hereby amended and extended from June 15, 2026 to August 31, 2026. Time is of the essence with respect to the Outside Date as so extended, and this extension shall not create any expectation of, or entitlement to, any further extension. Accordingly, each reference to the “Outside Date” in the Note Amendment and the Exchange Agreement shall be deemed to mean and refer to August 31, 2026.

 

 
 

 

3. Conflict. In the event of a conflict between the terms and conditions contained in this Letter Agreement and those contained in the Note Amendment, the Exchange Agreement or any other related agreement or document, the terms and conditions contained herein shall control.

 

4. Governing Law; Arbitration Provisions. The internal laws of the State of Utah (irrespective of its conflict of law principles) will govern the validity of this Letter Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. This Letter Agreement will be subject to the same Arbitration Provisions to which the Exchange Agreement is subject.

 

5. Assignment; Binding upon Successors and Assigns. Company may not assign any of its rights or obligations hereunder without the prior written consent of Investor. This Letter Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

6. Attorneys’ Fees. Should suit be brought to enforce or interpret any part of this Letter Agreement, the prevailing party will be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal).

 

7. Amendment and Waivers. Any term or provision of this Letter Agreement may be amended and the observance of any term of this Letter Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the parties hereto. The waiver by either party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default.

 

8. Entire Agreement. This Letter Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations, written or oral, relating to the subject matter hereof; provided, however, that except as expressly modified hereby, nothing herein shall be deemed to supersede or modify any of the terms or conditions of the Note Amendment or the Exchange Agreement, each of which shall remain in full force and effect.

 

9. Counterparts. This Letter Agreement may be executed in two or more counterparts, each of which when executed and delivered shall be deemed an original and all of which, taken together, shall constitute the same agreement. This Letter Agreement may be executed by electronic signature, which shall be considered legally binding for all purposes.

 

10. Further Assurances. Each party to this Letter Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Letter Agreement.

 

11. Waiver of Jury Trial. EACH PARTY TO THIS LETTER AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS LETTER AGREEMENT, THE NOTE AMENDMENT, THE EXCHANGE AGREEMENT, OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY.

 

[Remainder of page intentionally left blank; signature page to follow]

 

2
 

 

IN WITNESS WHEREOF, Investor and Company have duly executed and delivered this Letter Agreement to be effective as of the date first set forth above.

 

 

INVESTOR:

 

STREETERVILLE CAPITAL, LLC

   
By:/s/ John Fife
  John Fife, President

 

ACCEPTED AND AGREED:

 

COMPANY:

 

VIVOS THERAPEUTICS, INC.

 

By: /s/ R. Kirk Huntsman  
  R. Kirk Huntsman, Chief Executive Officer  

 

[Signature Page to Letter Agreement]

 

 

 

Exhibit 99.1

 

Vivos Therapeutics and Streeterville Extend Timeframe of Strategic Financing Agreement and Reaffirm Commitment to Convert Debt Into Common Stock and Perpetual Preferred Equity

 

LITTLETON, Colo., June 22, 2026 — Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (NASDAQ: VVOS), a leading medical device and healthcare services company focused on the treatment of breathing-related sleep disorders and associated chronic health conditions, including mild-to-severe obstructive sleep apnea (“OSA”), today announced that it has entered into an extension of its previously announced strategic financing agreement with Streeterville Capital, LLC (“Streeterville”).

 

Under the extended agreement, Streeterville has extended the timeframe of the arrangement through August 31, 2026 and reaffirmed its commitment to convert up to $4.5 million of its outstanding debt into a combination of perpetual, non-convertible preferred stock and shares of common stock of the Company.. The extension follows the Company’s determination that the original agreement provided too short a timeframe for Vivos to complete its capital-raising requirements.

 

Why the Agreement Was Extended

 

The original agreement, announced earlier this month, committed Streeterville to converting its debt into equity on a dollar-for-dollar basis with equity raised by the Company. The Company determined that the original timeframe of June 15 was too short to complete its planned equity raise in an organized manner. The extension to August 31, 2026 provides additional time while Streeterville reaffirms its commitment to convert, with the conversion structured entirely into a combination of perpetual, non-convertible preferred stock and shares of common stock.

 

Key Terms of the Extension

 

Streeterville has extended the timeframe of the strategic financing agreement until August 31, 2026.

 

Streeterville reaffirmed its commitment to convert up to $4.5 million of its debt into a combination of perpetual, non-convertible preferred stock and shares of common stock of the Company .

 

The conversion occurs once the Company raises $2.6 million and will continue up to a maximum of $4.5 million.

 

The extended timeframe is intended to allow the Company to raise the needed equity in an organized fashion and to permit the previously announced rights offering to commence during that period.

 

The structure supports the Company’s plan to strengthen its stockholders’ equity and maintain compliance with the continued listing standards of The Nasdaq Stock Market.

 

 
 

 

Management Commentary

 

“We are grateful to Streeterville for their cooperation in agreeing to extend,” said R. Kirk Huntsman, Chairman and Chief Executive Officer of Vivos Therapeutics. “The extra time will allow the Company to raise the needed equity in an organized fashion and to allow the announced rights offering to start during that timeframe. We believe the Company has successfully pivoted over to its new strategic business model and is performing well on the new strategy. The spirit of cooperation and support from Streeterville has been particularly helpful. “

 

About Vivos Therapeutics, Inc.

 

Vivos Therapeutics, Inc. (NASDAQ: VVOS) is a medical technology and healthcare services company focused on developing and commercializing innovative diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities such as obstructive sleep apnea (OSA) and snoring in adults. Vivos’ devices have been cleared by the U.S. Food and Drug Administration (FDA) for adult patients diagnosed with all severity levels of OSA and moderate-to-severe OSA in children ages 6 to 17. Vivos’ groundbreaking Complete Airway Repositioning and Expansion (CARE) devices are the only FDA 510(k) cleared technology for treating severe OSA in adults and the first to receive clearance for treating moderate to severe OSA in children.

 

OSA affects nearly 1 Billion adults aged 30-69 years old worldwide, yet 80% or more remain undiagnosed and unaware of their condition. This chronic disorder is not just a sleep issue—it is closely linked to many serious chronic health conditions. While the medical community has made strides in treating sleep disorders, breathing and sleep health remain areas that are still not fully understood. As a result, legacy OSA treatments like CPAP are often mechanistic and fail to address the root causes of OSA.

 

Founded in 2016 and based in Littleton, Colorado, Vivos is working to change this. Through innovative technology, education, and acquisitions of, or commercial collaborations with, sleep healthcare providers, Vivos is empowering healthcare providers to address the complex needs of OSA patients more thoroughly.

 

Vivos calls the use of its appliances and protocols to treat OSA The Vivos Method, which offers a proprietary, clinically effective solution that is nonsurgical, noninvasive, and nonpharmaceutical, providing hope to allow patients to Breathe New Life.

 

For more information, visit www.vivos.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release, and statements of the Company’s management and third parties (including Seneca) made in connection therewith contain “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as “may”, “should”, “expects”, “projects,” “intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates”, “aim,” “goal” and derivations of such words and similar expressions about the future are intended to identify forward-looking statements. These statements involve significant known and unknown risks and are based upon several assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond Vivos’ control. Actual results (including the actual benefits of the debt restructuring, potential equity raise, the timing of the equity raise and debt restructuring, the Company’s new model described herein and actual revenue and cash flow results) may differ materially and adversely from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: (i) the risk that Vivos may be unable to raise the required new equity timely or in sufficient amounts, which would cause the commitment debt-to-equity exchange to become null and void; (ii) the risk that Vivos may be unable benefit fully or at all from the transactions discussed herein, even if they are consummated, (iii) the risk that Vivos may be unable to implement revenue, sales and marketing strategies and other strategies that increase revenues, (iv) the risk that some patients may not achieve the desired results from using Vivos products, (v) risks associated with regulatory scrutiny of and adverse publicity in the sleep apnea treatment sector; (vi) the 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; (vii) market and other conditions, and (viii) other risk factors described in Vivos’ filings with the SEC. Vivos’ filings can be obtained free of charge at https://vivos.com/investors/sec-filings/. Except to the extent required by law, Vivos expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Vivos’ expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

 

Investor and Media Inquiries

 

R. Kirk Huntsman

Chief Executive Officer, Vivos Therapeutics, Inc.

Email: [email protected]

Phone: (720) 399-9322