UNITED STATES
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CURRENT REPORT
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Item 8.01 Other Information
As previously reported, on May 16, 2024, Vivos Therapeutics, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) of the Staff’s determination that, as of March 31, 2024, the Company failed to comply with Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2.5 million (the “Equity Requirement”).
As a result of a previously reported $7.5 million private placement completed by the Company on June 10, 2024, the Company believes it has stockholders’ equity of at least $2.5 million as of the date of the filing of this Current Report on Form 8-K.
The Company has a hearing scheduled before a Nasdaq Hearings Panel (the “Panel”) on June 27, 2024, at which the Company plans to address its past, current, and anticipated future compliance with the Equity Requirement and request the continued listing of the Company’s securities on Nasdaq. The Company anticipates receipt of the Panel’s decision within 30 days of the hearing. An adverse holding would lead the Company to again be subject to delisting from Nasdaq.
The Company further believes that it will need to raise additional equity capital to evidence continued compliance with the Equity Requirement. There is a risk that the Company will be unable to raise sufficient capital to demonstrate such compliance. If the Company fails to achieve ongoing compliance and its common stock is delisted by Nasdaq, such 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, the ability of the Company to raise capital and on the Company’s reputation, all of which could make it significantly more difficult to operate the Company.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue” and similar words. Such statements are only predictions and actual events or results may differ materially from those anticipated in these forward-looking statements. You should not place undue reliance on any forward-looking statements. In this report, such forward-looking statements relate to the Company’s efforts to maintain compliance with the Minimum Stockholders’ Equity Requirement and the results of the pending Nasdaq Hearing Panel. There can be no assurance that the Company will be able to maintain such compliance, and the inability of the Company to maintain such compliance would lead to the delisting of the Company from Nasdaq. The Company does not assume any obligation to update forward-looking statements as circumstances change, except as required by securities laws.
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: June 25, 2024 | By: | /s/ Bradford Amman |
| Bradford Amman | ||
| Chief Financial Officer | ||