UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 22, 2023, Vivos Therapeutics, Inc. (the “Company”) conducted its 2023 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock of the Company entitled to vote at the Annual Meeting was 29,928,786 shares outstanding as of the August 11, 2023 record date (the “Voting Stock”). No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting.
The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 18,568,640 shares of Voting Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders:
| (i) | approved an amendment to the Company’s Amended and Restated 2019 Stock Option and Stock Issuance Plan (the “2019 Plan”) to increase the number of shares of Company common stock authorized to be issued under the 2019 Plan by 2,000,000 shares to an aggregate of 4,366,667 shares; |
| (ii) | elected each of Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow, Dr. Matthew Thompson and R. Kirk Huntsman as a director for a one-year term, |
| (iii) | ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and |
| (iv) | approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of between one-for-ten and one-for-thirty (the “Reserve Split”), with such ratio to be determined at the sole discretion of the Company’s Board of Directors. |
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Amendment to 2019 Plan
An amendment to the Company’s 2019 Plan to increase the number of shares of Company common stock authorized to be issued pursuant to the 2019 Plan by 2,000,000 shares from an aggregate of 2,366,667 shares to an aggregate of 4,366,667 shares was approved. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||||||||
| 6,038,248 | 5,368,547 | 104,986 | 7,056,859 | |||||||||
Proposal No. 2 – Election of Directors
Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow, Dr. Matthew Thompson and R. Kirk Huntsman were each elected as a director to serve for a one-year term that expires at the 2024 annual meeting of stockholders or until a successor is elected and qualified or until her or his earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Vote | |||||||||
| Dr. Ralph Green | 7,072,387 | 4,439,394 | 7,056,859 | |||||||||
| Anja Krammer | 7,104,982 | 4,406,799 | 7,056,859 | |||||||||
| Mark Lindsay | 7,235,665 | 4,276,116 | 7,056,859 | |||||||||
| Leonard Sokolow | 6,463,560 | 5,048,221 | 7,056,859 | |||||||||
| Dr. Matthew Thompson | 6,574,775 | 4,937,006 | 7,056,859 | |||||||||
| R. Kirk Huntsman | 7,652,918 | 3,858,863 | 7,056,859 | |||||||||
Proposal No. 3 – Ratification of the appointment of independent registered public accounting firm
Appointment by the Company’s audit committee of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||||||||
| 14,103,105 | 4,180,361 | 285,174 | n/a | |||||||||
Proposal No. 4 – Approval of Reverse Stock Split
An amendment to the Company’s Certificate of Incorporation, as amended to effect a Reverse Split at a ratio of between one-for-ten and one-for-thirty, with such ratio to be determined at the sole discretion of the Company’s Board of Directors, was approved. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||||||||
| 12,728,805 | 5,697,904 | 141,930 | n/a | |||||||||
SIGNATURE
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.
| VIVOS THERAPEUTICS, INC. | ||
| Dated: September 25, 2023 | By: | /s/ Bradford Amman |
| Name: | Bradford Amman | |
| Title: | Chief Financial Officer | |
Cover |
Sep. 25, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 25, 2023 |
| Entity File Number | 001-39796 |
| Entity Registrant Name | Vivos Therapeutics, Inc. |
| Entity Central Index Key | 0001716166 |
| Entity Tax Identification Number | 81-3224056 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 7921 Southpark Plaza |
| Entity Address, Address Line Two | Suite 210 |
| Entity Address, City or Town | Littleton |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80120 |
| City Area Code | (866) |
| Local Phone Number | 908-4867 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | VVOS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |