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Get filing alertsVivos raises $2.25M from affiliate investor, converting debt and issuing warrants for 3.6M shares
Filed April 3, 2026 · Period ending April 3, 2026 · ~1 min read
Key Changes
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Company received $850K cash and converted $1.4M bridge debt into equity via private placement to V-Co 3, an affiliate of existing investor Seneca. Total proceeds of $2.25M designated for working capital.
Item 1.01 verify on EDGAR → -
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Issued 1.35M common shares plus pre-funded warrant for 430K shares (exercisable at $0.0001), and two warrant series each for 1.78M shares at $1.09 exercise price. Full exercise would add 4M shares beyond initial issuance.
Item 1.01 verify on EDGAR → -
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Series A warrants expire in 2 years, Series B in 5 years, both immediately exercisable at $1.09 per share. Warrants include anti-dilution protection and cap Seneca ownership at 19.99% of outstanding stock.
Item 1.01 verify on EDGAR → -
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Securities sold in unregistered private placement under Section 4(a)(2) exemption. Company must file resale registration statement within 45 days and maintain it for 3 years.
Item 3.02 verify on EDGAR →
Summary
Vivos Therapeutics completed a $2.25 million financing with V-Co 3, an affiliate of existing investor Seneca, converting $1.4 million of bridge debt and raising $850K in new cash. The company issued 1.78 million shares immediately (common stock plus pre-funded warrants) and granted warrants exercisable for up to 3.6 million additional shares at $1.09 per share over the next 2-5 years.
This represents significant potential dilution for existing shareholders if all warrants are exercised. Retail investors should note this financing came from a related party rather than new investors, and the warrant structure defers much of the dilution while providing the investor with upside optionality. The conversion of bridge debt eliminates near-term repayment obligations but at the cost of equity.
The 19.99% ownership cap on Seneca suggests they're already a major shareholder approaching regulatory thresholds. Watch for the resale registration statement filing within 45 days, which will enable the investor to sell shares into the market. Also monitor whether Seneca exercises warrants, as this would signal their confidence in the stock trading above $1.09 and provide additional capital to the company.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Warrants also contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations preventing Seneca or its affiliates from exercising Warrants if such exercise would result in Seneca or its affiliates from owning in excess of 19.99% of the then outstanding Common Stock.
The warrants include anti-dilution protections and cap Seneca's ownership at 19.99% of outstanding shares. This ownership limit is standard for institutional investors to avoid triggering certain regulatory thresholds and reporting requirements. The company must also file a resale registration statement within 45 days and maintain it for three years.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Based in part upon the representations of V-Co 3, the offer and sale of the PIPE Shares and the Warrants was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a) (2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws.
The company sold PIPE Shares and Warrants to V-Co 3 in a private placement without registering the securities with the SEC. The transaction relied on the Section 4(a)(2) exemption for private placements. These securities cannot be freely traded without registration or an applicable exemption.
Event · Item 9.01 — Financial Statements and Exhibits
Vivos Therapeutics issued pre-funded warrants and common stock purchase warrants to V-Co 3 under a securities purchase agreement dated March 31, 2026.
Added in current filing · verify on EDGAR →
Securities Purchase Agreement, dated March 31, 2026, by and between the Company and V-Co 3.
The company entered into a securities purchase agreement with V-Co 3 on March 31, 2026. This agreement governs the issuance of pre-funded warrants and two series of common stock purchase warrants. The filing does not disclose the financial terms, number of shares, or exercise prices, but the transaction represents a capital-raising event with a single investor.
Added in current filing · verify on EDGAR →
Pre-Funded Warrant, dated March 31, 2026 by and between the Company and V-Co 3.
The company issued a pre-funded warrant to V-Co 3 on March 31, 2026. Pre-funded warrants typically allow the holder to purchase common stock at a nominal exercise price, effectively functioning as near-immediate equity. This instrument suggests the investor paid upfront for shares but structured the transaction as a warrant for regulatory or accounting reasons.
Added in current filing · verify on EDGAR → · paraphrased
Series A Common Stock Purchase Warrant, dated March 31, 2026, by and between the Company and V-Co 3.
Series B Common Stock Purchase Warrant, dated March 31, 2026, by and between the Company and V-Co 3.
The company issued two separate series of common stock purchase warrants to V-Co 3 on March 31, 2026. These warrants give the holder the right to purchase additional common stock at specified prices and times. The dual-series structure may reflect different exercise prices, expiration dates, or other terms, providing V-Co 3 with staged equity participation rights.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify