Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when VVOS files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Delisting (new) — Nasdaq formally notified company of non-compliance with minimum bid price and equity requirements, creating delisting risk if not cured by December 2026.
- Related Party (new) — The $5M convertible bridge note comes from V-Co 4, an affiliate of existing investor and advisor New Seneca Partners, raising potential conflicts of interest.
Vivos restructures $4.5M debt, secures up to $5M bridge loan, receives Nasdaq delisting warning
Filed June 8, 2026 · Period ending June 8, 2026 · ~2 min read
Key Changes
-
high
Vivos agreed to exchange up to $4.5M of Streeterville debt for preferred stock in two tranches, contingent on raising $4.5M in new equity by June 15, 2026. Remaining debt gets 6-month maturity extension and reduced monthly payments from $550K to $225K.
Item 1.01: Exchange Agreement verify on EDGAR → -
high
Company secured up to $5M convertible bridge note from related party V-Co 4 (affiliate of existing investor/advisor) with 10% discount, initially funded $500K. Note converts to equity in planned up to $5.5M financing expected by June 30, 2026.
Item 1.01: V-Co 4 Note verify on EDGAR → -
high
Nasdaq notified Vivos on June 5 of non-compliance with $1.00 minimum bid price requirement. Company has 180 days until December 2, 2026 to regain compliance or face delisting. Also non-compliant with $2.4M minimum equity requirement.
Item 3.01: Nasdaq Notice verify on EDGAR → -
high
New Series A preferred stock (if issued) carries 9% annual dividend compounding daily, liquidation preference over common stock, and gives Streeterville veto rights over future financings exceeding $2.5M.
Item 1.01: Certificate of Designation verify on EDGAR → -
medium
V-Co 4 bridge note is interest-free unless company defaults on payment, covenants, or enters bankruptcy, at which point interest jumps to 15% annually. No assurance the planned equity financings will close.
Item 1.01: V-Co 4 Note Terms verify on EDGAR →
Summary
Vivos Therapeutics disclosed a complex debt restructuring aimed at buying time and reducing cash burn while facing a Nasdaq delisting threat. The company negotiated to convert $4.5 million of its $8.2 million Streeterville debt into preferred stock—but only if it successfully raises $4.5 million in new equity by June 15.
The remaining Streeterville debt gets favorable modifications: maturity extended six months, monthly payments suspended until September, and redemption requests cut from $550,000 to $225,000 per month. To bridge the gap, Vivos secured a up to $5 million convertible note from related party V-Co 4 at a 10% discount, with $500,000 already funded.
The restructuring creates significant execution risk and potential dilution. The new preferred stock carries a 9% compounding dividend and gives Streeterville veto power over future large financings. Meanwhile, Vivos received formal notice from Nasdaq that its stock has traded below $1.00 for 30 consecutive days and the company also fails to meet the $2.4 million minimum equity requirement. The company has until December 2, 2026 to cure the bid price deficiency or face delisting. Retail investors should watch whether Vivos successfully closes the required equity financings by mid-June and month-end. Failure to do so would leave the debt restructuring incomplete, trigger potential default provisions, and make the Nasdaq compliance deadline much harder to meet. The stock's ability to sustain above $1.00 for 10 consecutive trading days will be the key near-term indicator of whether the company can remain publicly listed.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Company created a direct financial obligation or off-balance sheet arrangement, with details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in Item 1.01, to the extent applicable, is hereby incorporated by reference into this Item 2.03 in its entirety.
The company disclosed the creation of a direct financial obligation or an off-balance sheet arrangement under Item 2.03. However, the specific details of this obligation are referenced in Item 1.01, which is not included in the provided filing excerpt. Without access to Item 1.01, the nature, amount, terms, and parties involved in this financial obligation cannot be determined.
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 Exchange Agreement provides for the exchange of the outstanding principal under the Streeterville Note for equity securities of the Company in two tranches subject to the Company having raised certain gross proceeds on or before to June 15, 2026 (the “Exchange Outside Date”). Pursuant to the Exchange Agreement, upon the Company closing a common equity financing for gross proceeds of at least $2,600,000 (the “First Tranche Financing”) and provided that the First Tranche Financing occurs on or before the Exchange Outside Date, Streeterville has agreed to automatically partition $3,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “First Partitioned Note”) and further exchange such First Partitioned Note for (i) 2,500 shares of newly designated Series A Preferred Stock, par value $0.0001, of the Company (the “Exchange Preferred Shares”), the terms of which are set forth in the form of Certificate of Designation for such Exchange Preferred Shares (the “Certificate of Designation”) to be filed by the Company with the Delaware Secretary of State at the time of issuance of the Exchange Preferred Shares, and (ii) a number of shares (the “Exchange Common Shares”, and together with the Exchange Preferred Shares, the “First Exchange Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), equal to $750,000 divided by the “Minimum Price” as defined in the Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”). In addition, upon the Company closing a further common equity financing for gross proceeds of at least $1,900,000, separate, apart from, and in addition to the $2,600,000 of gross proceeds received in the First Tranche Financing (the “Second Tranche Financing”) and provided that the Second Tranche Financing occurs on or before the Exchange Outside Date, Streeterville has further agreed to automatically partition an additional $1,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “Second Partitioned Note”) and exchange such Second Partitioned Note for an additional 1,250 Exchange Preferred Shares (the “Second Exchange Shares”).
Vivos agreed to exchange up to $4.5M of its $8.225M Streeterville debt for equity in two tranches, contingent on raising $2.6M (first tranche) and $1.9M (second tranche) in new equity financing by June 15, 2026. The first tranche converts $3.25M debt into 2,500 preferred shares plus common stock worth $750,000; the second tranche converts $1.25M debt into 1,250 additional preferred shares. This restructuring reduces debt burden but requires successful equity raises and creates dilution.
Added in current filing · verify on EDGAR →
The V-Co Note does not bear any interest, except in the case of an Event of Default, which is defined as (i) the Company fails to pay the principal or any accrued interest under the V-Co Note on demand, (ii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement in any material respect contained in the V-Co Note, (iii) the Company’s voluntary bankruptcy or (iv) an involuntary bankruptcy is commenced against the Company. Upon the occurrence of any Event of Default, interest shall accrue on the V-Co Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year.
The V-Co 4 note is interest-free unless the company defaults (payment failure, covenant breach, or bankruptcy), at which point interest jumps to 15% annually. This creates significant downside risk if the planned equity financing fails to close or if the company encounters financial distress.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 5, 2026, the Company received a letter from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of the Common Stock, from April 23, 2026 to June 4, 2026, the Company is no longer in compliance with the requirement for continued listing on The Nasdaq Capital Market to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a) (2)
Vivos received formal notice from Nasdaq that its stock has failed to maintain the required $1.00 minimum closing bid price for the period from April 23 to June 4, 2026. The company has 180 calendar days until December 2, 2026 to regain compliance by maintaining a closing bid price at or above $1.00 for at least 10 consecutive business days. If the company fails to cure this deficiency within the compliance period, its stock could be delisted from Nasdaq.
Added in current filing · verify on EDGAR →
The Company is, as of the date of this Report, not in compliance with Nasdaq’s $2.4 million minimum stockholders’ equity requirement, but as effectuated the transactions contemplated by the Exchange Agreement as part of its plan to regain compliance with such requirement.
In addition to the bid price issue, Vivos disclosed it is also currently non-compliant with Nasdaq's $2.4 million minimum stockholders' equity requirement. The company states it has executed transactions under an Exchange Agreement as part of its plan to remedy this deficiency. This represents a second concurrent listing deficiency that could impact the company's ability to secure an extended compliance period.
Added in current filing · verify on EDGAR →
If the Company does not regain compliance during the compliance period ending December 2, 2026, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided, among other things, the Company meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement, and notifies Nasdaq of its intent to cure the deficiency.
If Vivos fails to regain compliance by December 2, 2026, Nasdaq may grant an additional 180-day extension, but only if the company meets all other listing standards including market value of publicly-held shares. Given the disclosed stockholders' equity deficiency, qualification for this second extension is uncertain.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Vivos issued an unregistered note to V-Co 4 in a private placement under Section 4(a)(2) exemption.
Added in current filing · verify on EDGAR →
Based in part upon the representations of V-Co 4, the offer and sale of the V-Co 4 Note 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 issued a note (the V-Co 4 Note) to V-Co 4 in a private placement without registering the securities, relying on the Section 4(a)(2) exemption for private offerings. The note is convertible into company shares, though those shares are also unregistered and cannot be publicly offered or sold without registration or an exemption.
Added in current filing · verify on EDGAR →
Neither the V-Co 4 Note nor any securities of the Company which may be issued upon conversion of the V-Co 4 Note have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities & Exchange Commission or an applicable exemption from the registration requirements.
The V-Co 4 Note and any shares issued upon its conversion are unregistered securities. This means they cannot be freely traded in public markets without SEC registration or qualifying for a registration exemption, which may limit liquidity for the noteholder and could result in future dilution to existing shareholders if converted.
Added in current filing · verify on EDGAR →
No assurances can be made that the transactions contemplated by the Exchange Agreement (including the First Tranche Financing or the Second Tranche Financing) will be consummated.
The company disclosed that an Exchange Agreement exists involving a First Tranche Financing and Second Tranche Financing, but explicitly stated there is no guarantee these transactions will close. This suggests execution risk and potential uncertainty around the company's financing plans.
Event · Item 7.01 — Regulation FD Disclosure
Company issued press release announcing signing of Exchange Agreement on June 5, 2026.
Added in current filing · verify on EDGAR →
On June 5, 2026, the Company issued a press release announcing the signing of the Exchange Agreement.
The company disclosed that it signed an Exchange Agreement and announced this via press release on June 5, 2026.
Event · Item 9.01 — Financial Statements and Exhibits
Vivos disclosed a convertible note issued to V-Co Investors 4 LLC and an exchange agreement with Streeterville Capital, LLC.
Added in current filing · verify on EDGAR →
Convertible Promissory Note, dated May 7, 2026, made by the Company in favor of V-Co Investors 4 LLC
The company issued a convertible promissory note to V-Co Investors 4 LLC on May 7, 2026. Convertible notes are debt instruments that can convert into equity, typically used for financing. The terms, amount, conversion price, and maturity are not disclosed in this 8-K body but would be in the attached exhibit.
Added in current filing · verify on EDGAR →
Exchange Agreement dated June 5, 2026, by and between the Company and Streeterville Capital, LLC.
The company entered into an exchange agreement with Streeterville Capital, LLC on June 5, 2026. Exchange agreements typically involve swapping one security for another, often used to restructure debt or equity. The specific terms and securities involved are not disclosed in this 8-K body but would be detailed in the attached exhibit and press release.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify