Vivos Therapeutics, Inc. 8-K/ACurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, the Company previously sold and issued to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), a Secured Promissory Note with an original issuance date of June 9, 2025 in the original principal amount of $8,225,000 (as amended by that certain Amendment to Secured Promissory Note dated June 5, 2026, and as reinstated and modified by that certain letter agreement dated June 18, 2026, the “Streeterville Note”). As also previously reported, the Company has previously satisfied redemption obligations under, and exchanged portions of, the Streeterville Note through the issuance of equity securities in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), including (i) between December 4, 2025 and May 13, 2026, the issuance of an aggregate of 785,822 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in satisfaction of $975,000 of redemption obligations pursuant to exchange agreements between the Company and Streeterville, and (ii) on August 4, 2026, pursuant to that certain Exchange Agreement dated June 5, 2026 between the Company and Streeterville, the exchange of $3,250,000 of principal of the Streeterville Note for 2,500 shares of the Company’s Series B Non-Convertible Preferred Stock and 1,812,031 shares of Common Stock. The Company entered into twelve (12) separate exchange agreements with Streeterville, each dated to be effective as of August 31, 2026 and each substantially in the form of Exchange Agreement filed as Exhibit 10.1 hereto (collectively, the “Exchange Agreements”). Pursuant to the Exchange Agreements, the Company and Streeterville partitioned an aggregate of $2,861,270.00 of the outstanding principal balance of the Streeterville Note into twelve (12) separate secured promissory notes (the “Partitioned Notes”), and the outstanding balance of the Streeterville Note was reduced by a corresponding aggregate amount. Streeterville agreed to surrender each Partitioned Note to the Company in exchange for the issuance by the Company to Streeterville of an aggregate of up to 11,445,080 shares of Common Stock (the “Exchange Shares”), with the number of Exchange Shares issuable under each Exchange Agreement determined by dividing the i