0001415889-18-000004.txt : 20180102 0001415889-18-000004.hdr.sgml : 20180102 20180102163318 ACCESSION NUMBER: 0001415889-18-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171228 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events FILED AS OF DATE: 20180102 DATE AS OF CHANGE: 20180102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVOS INC CENTRAL INDEX KEY: 0001449349 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 800138937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53497 FILM NUMBER: 18502222 BUSINESS ADDRESS: STREET 1: 719 JADWIN AVENUE CITY: RICHLAND STATE: WA ZIP: 99352 BUSINESS PHONE: 509-736-4000 MAIL ADDRESS: STREET 1: 719 JADWIN AVENUE CITY: RICHLAND STATE: WA ZIP: 99352 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICAL ISOTOPE Corp DATE OF NAME CHANGE: 20081103 8-K 1 form8k-01022018_010106.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): December 28, 2017
 
Vivos Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
00-53497
80-0138937
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
719 Jadwin Avenue
Richland, WA 99352
(Address of principal executive offices)
 
(509) 736-4000
(Registrant’s telephone number, including area code)
 
Advanced Medical Isotope Corporation
 (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 (see General Instruction A.2. below):
 
☐ 
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)) 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐
 
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 5.03     Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
 
See Item 8.01
 
Item 8.01     Other Information.
 
Effective December 28, 2017, Vivos Inc. (the “Company”) amended its Certificate of Incorporation to change the name of the Company from “Advanced Medical Isotope Corporation” to “Vivos Inc.” (the “Name Change”). The Name Change was approved by the Company’s Board of Directors, and was adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. A copy of the amendment to the Company’s Certificate of Incorporation, as filed with the Delaware Secretary of State, is attached hereto as Exhibit 3.1, and is incorporated by reference herein.
 
The Name Change was approved by the Financial Industry Regulation Authority (“FINRA”) on December 29, 2017, and became effective with the OTC Market at the opening of trading on January 2, 2018 under the new symbol “RDGL.” The Company’s new CUSIP number is 92858K105.
 
On January 2, 2018, the Company issued a press release announcing the Name Change and symbol change. A copy of the press release is attached hereto as Exhibit 99.1.
 
Item 9.01     Financial Statements and Exhibits. 
 
See Exhibit Index.
 
 
 
 
 
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 thereunto duly authorized.
 
 
Vivos Inc.
 
 
 
 Date: January 2, 2018
By:
/s/ L. Bruce Jolliff
 
 
L. Bruce Jollif
Chief Financial Officer
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
Exhibit No.
 
Description
 
 
 
1.1
 
Certificate of Amendment
99.1
 
Press Release, dated January 2, 2018
 
 
 
EX-1 2 ex1-01022018_010107.htm ex1-01022018_010107.htm


STATE OF DELAWARE


CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

The undersigned, by and on behalf of Advanced Medical Isotope Corporation (the “Corporation”), a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

 

FIRST: by unanimous written consent of the Board of Directors of the Corporation (the “Board”), dated November 29, 2017, the following resolutions were duly adopted by the Board setting forth an amendment of the Corporation’s Certificate of Incorporation, as amended, and declaring such amendment to be advisable. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, no meeting or vote of the Corporation’s stockholders is required to adopt the proposed amendment. The resolution setting forth the proposed amendment is as follows:


RESOLVED, that ARTICLE I of the Certificate of Incorporation, be, and hereby is amended and restated, as follows:

 

“ARTICLE I: The name of the Corporation shall be “Vivos Inc” (the “Corporation”).”


SECOND: such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporations Law of the State of Delaware.

 

THIRD: such amendment shall be effective on December 28, 2017.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this 20 day of December, 2017.

 

 

By:

  /s/ L. Bruce Joliff   

 

Name:

  L. Bruce Joliff

 

Title:

  Chief Financial Officer





 EX-99 3 ex99-01022018_010108.htm Secconnect.com

Advanced Medical Isotope Corporation (ADMD) Announces Corporate Name Change to Vivos Inc., and Ticker Symbol Change to RDGL

Richland, WA, January 2, 2018. Advanced Medical Isotope Corporation (OTCPink: RDGL) announced today that it has changed its name to Vivos Inc., and that its shares are scheduled to trade under the new symbol, RDGL, on the OTC Markets on January 2, 2018.   Both of these changes represent a rebranding of the Company to reflect its focus on RadioGelTM for the treatment of skin cancer. Our new name, which reflects the giving of life, captures the essence of our Company mission.   In addition to these rebranding efforts, management anticipates qualifying the Company’s common stock for quotation on the OTCQB in the near-term with the longer-term goal of a listing on a national exchange.


Mike Korenko, CEO, said “Our new name better reflects the description of our current and near-term product and markets. After obtaining approval to treat skin cancer, we intend to grow by expanding the cancers that we treat over time. We will also consider non-cancer applications, such as treating infections imbedded in bones that currently lead to amputation, which can occur is diabetic patients.”  


Mr. Korenko continued, “We are very excited about the prospects for RadioGelTM to treat animals and humans. We continue to believe that our Company’s valuation does not currently reflect the underlying value of RadioGelTM and the large market opportunity in both the animal and human market.  We appreciate the continued support of our shareholders and our note holders, who as previously reported on Form 8-K, agreed to eliminate all variable price conversion through April 15, 2018.  We are excited about 2018 and maintain a firm belief in our mission to provide patient friendly solutions utilizing the unique RadioGel™ technology and to grow shareholder value.”


About Vivos Inc. (OTCPink: RDGL)


The strategic market sector of RDGL is isotope applications.  Currently, the Company is engaged in the

development of RadioGelTM, an Yttrium-90 based brachytherapy device, for the treatment of tumors. Brachytherapy uses radiation to destroy cancerous tumors by placing a radioactive isotope inside the treatment area.


The Company is engaging the FDA for permission to use RadioGelTM for the treatment of advanced basal and squamous cell skin cancers. The IsoPet Solutions division of RDGL is focused on demonstrating the safety and therapeutic effectiveness for different animal cancers in four different university veterinary hospitals. RDGL is positioning itself so that after this demonstration phase, The Company can begin to generate revenues through the sale of RadioGelTM to private animal clinics.


The Company currently is outsourcing material aspects of manufacturing of its product in the United States and intends to enter into licensing arrangements outside of the United States for the manufacturing and distribution of RadioGelTM in other countries.








About RadioGel™

RadioGelTM is a hydrogel liquid containing tiny Yttrium-90 phosphate particles to be injected into a tumor.  This hydrogel is a liquid at temperatures below body temperature but begins to gel, harden, upon injection as the temperature increases to normal body temperature, thereby locking the particles in place. The particles emit a very high concentrated and contained beta irradiation to kill the tumor. The beta radiation has a short penetration distance so there is minimal collateral damage to healthy tissues outside of the injected area.

 

RadioGelTM also has a short half-life – delivering more than 90% of its therapeutic radiation within 10 days.  This compares favorably to other available treatment options requiring up to 6 weeks or more to deliver a full course of radiation therapy. This is an outpatient treatment much safer to the personnel treating the patient than competing brands and the patient can go home immediately with no risk to family members.


Please click the following link to view our website: https://www.radiogel.com/

Safe Harbor Statement


This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimates," "projects," "intends," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company's ability to successfully execute its expanded business strategy, including by entering into definitive agreements with suppliers, commercial partners and customers; general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technical advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, regulatory requirements and the ability to meet them, government agency rules and changes, and various other factors beyond the Company's control.


CONTACT:


Vivos Inc.Michael K. Korenko, President & CEO

MKorenko@RadioGel.com

509-736-4000


We have changed our email and website to reflect our focus on RadioGelTM. Please visit our website located at www.radiogel.com, which contains a direct link to recent presentations and interviews at https://www.redchip.com/company/Biotech/ADMD/376/admd.