Attached files
| file | filename |
|---|---|
| EX-99.1 - Vivos Therapeutics, Inc. | ex99-1.htm |
| EX-4.1 - Vivos Therapeutics, Inc. | ex4-1.htm |
| EX-1.1 - Vivos Therapeutics, Inc. | ex1-1.htm |
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): May 12, 2021 (May 6, 2021)
Vivos Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39796 | 81-3224056 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation) | File Number) | Identification No.) |
9137 Ridgeline Boulevard, Suite 135
Highlands Ranch, Colorado 80129
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (866) 908-4867
Not Applicable
(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)) |
| 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 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 [X]
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.
On May 11, 2021, Vivos Therapeutics, Inc. (the “Company”) consummated a follow-on, underwritten public offering (the “Follow-on Offering”) of 4,600,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), which includes an additional 600,000 shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Common Stock. The shares of Common Stock were sold at a price of $6.00 per share, generating gross proceeds to the Company of $27,600,000 before underwriting discounts, commissions and other estimated offering expenses.
In connection with the Follow-on Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements on Form S-1 (File No. 333-255736 and File No. 333-255855) related to the Follow-on Offering, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 6, 2021 (as amended, the “Registration Statement”).
| ● | An Underwriting Agreement, dated May 6, 2021, by and between the Company and Roth Capital Partners, LLC (“Roth”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | Representative’s Warrant, dated May 11, 2021, by the Company in favor of Roth and its permitted designees, which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
The Securities and Exchange Commission declared the Registration Statement effective on May 6, 2021. A final prospectus relating to the Follow-on Offering was filed with the Securities and Exchange Commission on May 10, 2021.
On May 11 2021, the Company issued a press release relating to the closing of the Follow-on Offering, which press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
| May 12, 2021 | VIVOS THERAPEUTICS, INC. | |
| By: | /s/ Brad Amman | |
| Name: | Brad Amman | |
| Title: | Chief Financial Officer | |