UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange act of 1934
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Item 8.01 Other Events.
As previously reported, on March 24, 2023, Vivos Therapeutics, Inc., a Delaware Corporation (the “Company”) received a staff deficiency notice from The Nasdaq Stock Market (“Nasdaq”) indicating that, because the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of the Nasdaq Listing Rules (the “Minimum Bid Requirement”).
Also as previously reported, on August 17, 2023, the Company received a staff deficiency notice from Nasdaq indicating that the Company was not in compliance with the $2.5 million minimum stockholders’ equity requirement for continued listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on Nasdaq, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement,” and collectively with the Minimum Bid Requirement, the “Nasdaq Requirements”).
On September 21, 2023, the Company received a written notice from the Nasdaq staff confirming that because as of that date the Company failed to meet the Nasdaq Requirements, Nasdaq would commence delisting proceedings against the Company. As permitted under Nasdaq rules, the Company appealed the Nasdaq staff’s determination and requested a hearing (the “Hearing”) before a Nasdaq Hearing Panel (the “Panel”). The Hearing request stayed any delisting or suspension action by the Nasdaq staff pending the issuance of the Panel’s decision. The Hearing took place on November 9, 2023.
Prior to the date of the Hearing, the Company effectuated a reverse stock split of its issued and outstanding Common Stock at a ratio of 1-for-25. The reverse stock split became effective on October 25, 2023, and the Company’s Common Stock began trading on Nasdaq on a post-reverse split basis on October 27, 2023. To satisfy the minimum bid requirement, the Common Stock was required to trade at above $1.00 per share for at least 10 trading days. This was achieved on November 9, 2023.
At the Hearing, the Company presented its plan to regain compliance with the Minimum Stockholders’ Equity Requirement, which plan included raising additional equity capital. The Company also notified Nasdaq of its then impending satisfaction of the Minimum Bid Requirement.
On November 30, 2023, the Company received a written notice from Nasdaq indicating (i) that the Panel determined the Company regained compliance with the Minimum Bid Price Requirement on November 9, 2023, and (ii) that the Panel had granted the Company an extension until March 19, 2024, to demonstrate compliance with the Minimum Stockholders’ Equity Requirement (the “Extension”).
The Extension is subject to conditions which require the Company to (i) provide a detailed update to the Panel on its efforts to regain equity compliance by January 31, 2024, at which point the Panel may reassess the terms granted in the Extension, and (ii) demonstrate compliance with the Minimum Stockholders’ Equity Requirement on or before March 19, 2024. Failure to comply with these conditions could result in the recommencement of proceedings to delist the Company’s common stock from Nasdaq.
The Company has begun efforts to meet the Minimum Stockholders’ Equity Requirement. As previously reported, on November 2, 2023, the Company closed a private placement offering for gross proceeds of approximately $4 million. However, there is a risk that the Company will be unable to raise sufficient additional capital to demonstrate compliance with the Nasdaq requirement. The Company’s failure to achieve compliance would lead to Nasdaq recommencing delisting proceedings against the Company. Such a delisting could have a material adverse effect on the Company’s stock price, the ability of its stockholders to buy or sell their common stock, and its reputation, all of which could make it significantly more difficult to operate the Company.
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 THERPEUTICS, INC. | ||
| Dated: November 30, 2023 | By: | /s/ R. Kirk Huntsman |
| R. Kirk Huntsman | ||
| Chief Executive Officer | ||
Cover |
Nov. 30, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 30, 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 |