8-K - VVOS - Equibles

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

Dateof Report (Date of earliest event reported): September 27, 2021 (September 22, 2021)

VivosTherapeutics, Inc.

(Exactname 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.)

9137S. Ridgeline Boulevard, Suite 135

HighlandsRanch, Colorado 80129

(Addressof principal executive offices) (Zip Code)

(866)908-4867

(Registrant’stelephone number, including area code)

N/A

(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> Stock, par value $0.0001 per share	VVOS	The<br> 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. ☐

Item1.01 Entry into a Definitive Material Agreement.

Item5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

On September 22, 2021, Vivos Therapeutics, Inc. (the “Company”) entered into a Sabbatical Agreement (the “Agreement”) with Dr. G. Dave Singh (“Dr. Singh”), the Company’s founder, Chief Medical Officer and director. The Agreement serves as an amendment to that certain Amended and Restated Employment Agreement, dated October 9, 2020, between the Company and Dr. Singh (the “Employment Agreement”).

As of September 1, 2021, Dr. Singh accepted a role as an Adjunct Professor at Stanford University, where he will be teaching and conducting research into various aspects of craniofacial sleep medicine. The Company believes that Dr. Singh’s appointment could potentially result in a number of new growth and exposure opportunities for the Company. The Company further believes that Dr. Singh’s sabbatical will not impact Company operations as his primary duties have been in publishing, research, and lecturing at various medical and dental conferences and Company-sponsored events.

Pursuant to the Agreement, Dr. Singh’s sabbatical will be for a period of twelve (12) months from September 1, 2021, during which time Dr. Singh’s benefits and compensation shall remain the same. Dr. Singh will retain his title as Chief Medical Officer during his sabbatical, but pursuant to the Agreement, he has resigned as a member of the Company’s board of directors (the “Board”), effective September 22, 2021.

Dr. Singh’s duties and responsibilities while on sabbatical, which are reduced from Dr. Singh’s duties and responsibilities as set forth in the Employment Agreement, include: (i) advising Company regulatory personnel and consultants concerning clinical studies, on an as-needed basis (ii) collaborating with Company personnel on new device development, and (iii) attending and/or making presentations at national, regional, local, and international assemblies and conferences as a Company representative. Dr. Singh shall be eligible for earning incentive compensation on achievement of certain milestone and performance objectives pursuant to the Employment Agreement.

The Agreement provides that thirty (30) days prior to the expiration of the Agreement, the Board will, following a request from Dr. Singh, determine whether to fully reinstate, or modify, Dr. Singh’s regularly assigned job duties and responsibilities as provided for under the Employment Agreement. A determination not to reinstate such regularly assigned job duties shall constitute an event of “Good Reason” under Section 4(d)(i) of the Employment Agreement. The Agreement also provides for an option to extend the sabbatical, at the Company’s discretion, upon a request from Dr. Singh.

The Board’s nominating and governance committee will, at their discretion, consider a subsequent appointment to fill Dr. Singh’s position on the Board at a future date, provided that, in the event of the reinstatement of Dr. Singh’s regularly assigned job duties and responsibilities, he will become eligible for nomination to the Company’s Board, such nomination not to be unreasonably withheld.

Except as modified by the Agreement, the Employment Agreement remains the same and in full force and effect. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

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9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1	Sabbatical Agreement dated September 22, 2021, by and between Vivos Therapeutics, Inc. and Dr. G. Dave Singh.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

CautionaryNote Regarding Forward-Looking Statements

This Current Report on Form 8-K and any statements of the Company’s management 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, particularly with respect to the public offering described herein. Words such as “may”, “should”, “expects”, “intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates” and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. Actual results (including matters related to Dr. Singh’s sabbatical from the Company as described herein) may differ materially 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, the risk factors described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company 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 the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

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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:<br> September 27, 2021	By:	/s/ R. Kirk Huntsman
	Name:	R.<br> Kirk Huntsman
	Title:	Chief<br> Executive Officer

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Exhibit10.1

SABBATICALAGREEMENT

ThisSABBATICAL AGREEMENT (this “Agreement”) is made and entered into as of the 22^nd^ day of September, 2021 (the “Effective Date”) by and between VIVOS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9137 S. Ridgeline Blvd., Suite 135, Highlands Ranch, Colorado 80129 (the “Company”) and DR.G. DAVE SINGH, an individual currently residing in Sandia Park, New Mexico (the “Executive”). As used herein, the term “Parties” shall be used to refer to the Company and Executive jointly.

RECITALS

**WHEREAS,**on October 9, 2020, the Executive executed an Amended and Restated Employment Agreement with the Company to become its Chief Medical Officer (the “Amended Employment Agreement”);

**WHEREAS,**on July 8, 2021, Dr. Singh requested a sabbatical from his role as Chief Medical Officer of the Company as he was awarded an Adjunct Professor position with Stanford University;

**WHEREAS,**the Company believes that its executives from time-to-time may benefit from a sabbatical to focus on research, continuing education, or other special projects without having to perform their regularly assigned job duties and responsibilities;

**WHEREAS,**the Parties desire to amend the Amended Employment Agreement, by virtue of this Agreement; and

**WHEREAS,**the Parties desire to amend Executive’s relationship as a member of the Board of Directors of the Company.

NOWTHEREFORE, in consideration of the promises and covenants contained herein, the Company is willing to grant Executive’s sabbatical request pursuant to the following terms:

1.	Term.<br> The term of this Agreement will be twelve (12) months from the date of the commencement of the sabbatical, which will begin on September<br> 1, 2021.
2.	Compensation<br> and Benefits. During the sabbatical, Executive’s compensation and benefits shall remain the same as set forth in the Amended<br> Employment Agreement.
3.	Amendment<br> of Termination by Executive for Good Reason. Pursuant to Executive’s request to undertake the sabbatical, this Agreement<br> amends Section 3(d)(i) of the Amended Employment Agreement by modifying the following subsection as follows:

. .. . (i) except in connection with a sabbatical of Executive upon terms mutually agreed by the Company and Executive, the assignment to Executive of duties inconsistent with the position and nature of Executive’s employment as Chief Medical Officer, the substantial and material reduction of the duties of Executive, which is inconsistent with the position and nature of Executive’s employment .. . .

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| --- | | 4. | Amendment of Executive’s Essential Duties and Responsibilities. During the sabbatical, Executive’s Essential Duties and Responsibilities under Attachment A to the Amended Employment Agreement shall be suspended. Executive while on sabbatical will not exercise any of the duties or responsibilities contained in Attachment A to the Amended Employment Agreement. However, Executive and Company have mutually agreed that during Executive’s sabbatical, Executive will perform the Job Duties and responsibilities contained in Attachment 1 to this Agreement. Section 6 of this Agreement sets forth the conditions for determining if Executive’s Essential Duties and Reinstatement will be reinstated. The provisions of Section 4 of the Amended Employment Agreement, which incorporated by reference Addendum D to the Executive’s Employment Agreement dated May 6, 2017, are hereby reaffirmed to apply to during the term of Executive’s sabbatical; provided that for the sake of clarification, the phrase “developed entirely on my own time” in Section 1 of such Addendum D shall be construed to include time spent by Executive during the sabbatical outside of Executive performing the Job Duties and Responsibilities on Attachment 1 during the sabbatical, including without limitation with respect to surgical innovations and related approaches that are not competitive with the Company and further outside of any obligations Executive may have to Stanford University or any other educational institution. | | --- | --- | | 5. | Executive’s Job Duties and Responsibilities During Sabbatical. Executive’s Job Duties and Responsibilities during the sabbatical are set forth in Attachment 1 to this Agreement, incorporated herein and integrated herewith by this reference. | | 6. | Reinstatement of Executive’s Essential Duties and Responsibilities. Approximately thirty (30) days prior to the expiration of this Agreement, the Company’s Board of Directors will determine after receiving any discussion or request from Executive, whether to reinstate Executive’s Essential Duties and Responsibilities contained in Attachment A to the Amended Employment Agreement. However, the Company’s Board of Directors shall have the sole discretion to determine whether Executive’s Essential Duties and Responsibilities will be fully reinstated or modified. Notice of the Company’s reinstatement determination will be provided to Executive in accordance with Section 12 of the Amended Employment Agreement. Subject to Section 7, below, the Company’s determination not to reinstate Executive’s Essential Duties and Responsibilities contained in Attachment A to the Amended Employment Agreement shall constitute “Good Reason” under Section 4(d)(i) of the Amended Employment Agreement. | | 7. | Extension of Sabbatical. In lieu of reinstatement, the Company’s Board of Directors, upon Executive’s request, may extend this Agreement for consecutive 12-month periods upon request from the Executive at the Board of Directors discretion. Notice of any extension determination will be provided to Executive in accordance with Section 12 of the Amended Employment Agreement. As long as any payments are being made by Company to Executive at any time, as required under this Agreement and under the Amended Employment Agreement between the Company and Executive, including any severance payments following termination for any reason, Executive will continue to perform the responsibilities contained bullet point three on Attachment 1 at the request of the Company. | | 8. | No other Amendments or Modifications to the Amended Employment Agreement. Except as otherwise modified by this Sabbatical Agreement, the remaining terms and conditions of the Executive’s Amended Employment Agreement remain the same and remain in full force and effect. Executive represents and warrants that Executive’s entry into and performance of this Agreement does not conflict with any other agreements of Executive, including, without limitation, Executive’s agreement with Stanford University or any other educational institution. | | 9. | Resignation from Board of Directors. On or before date of the commencement of the sabbatical, which will begin on September 22, 2021, Executive shall also resign his position from the Company’s Board of Directors as of September 22, 2021. The Nominating Governance Committee shall have the sole discretion to consider a subsequent appointment to the Board of Directors at a future date; provided that upon reinstatement under Section 6, above, Executive will become eligible for nomination to the Company’s Board of Directors and such nomination shall not be unreasonably withheld. |

[IntentionallyBlank; Signature Page to Follow]

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INWITNESS WHEREOF, the Parties hereto have executed this Sabbatical Agreement as of the day of the date first written above.

VIVOS THERAPEUTICS, INC.
By:	/s/ R. Kirk Huntsman
Name:	R.<br> Kirk Huntsman
Title:	CEO
EXECUTIVE:
/s/G. Dave Singh
Name:	DR.<br> G. DAVE SINGH
Title:	Founder<br> and Chief Medical Officer

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ATTACHMENT1

EXECUTIVE’SJOB DUTIES AND RESPONSIBILITIES WHILE ON SABBATICAL

Executive’s Job Duties and Responsibilities while on Sabbatical shall include the following.

●	Research:<br> Advise Company regulatory personnel and consultants concerning clinical studies, on an as-needed basis.
●	Device<br> Development: Collaborate with applicable Company personnel and consultants to develop, test and create a prototype for the next generational<br> devices, using mutually agreed upon resources, equipment and delivery of design history files with funding provided by the Company.
●	Attend<br> and/or make presentations at national, regional, local, and international assemblies and conferences as a Company representative<br> that is consistent with the Company’s messaging concerning ongoing research and development of new technologies and products.
●	Executive<br> shall be eligible for earning incentive compensation on the achievement of open MBO milestones and performance objectives established<br> on Attachment B of his Amended Employment Agreement.

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