Vivos Therapeutics, Inc. 8-K

What Happened

• Vivos Therapeutics, Inc. (VVOS) announced on January 15, 2026 that it entered an unsecured convertible promissory note with V-Co Investors 3 LLC (an affiliate of New Seneca Partners) providing up to $5,500,000 in bridge financing. V-Co advanced an initial $900,000 on January 15, 2026.
• The Note is intended to support a proposed equity financing (the “Subsequent Financing”) of up to $5.5M expected to close no later than February 16, 2026 (the Outside Date). If the Subsequent Financing occurs before that date, principal under the Note will automatically convert dollar-for-dollar into the equity issued in that financing.

Key Details

• Maximum principal: up to $5,500,000 (this amount includes a 10% original issuance discount as a financing fee to V-Co).
• Initial funding: $900,000 funded on January 15, 2026; V-Co may advance additional funds up to the Maximum Principal before the Outside Date.
• Interest and default: the Note does not bear interest unless an Event of Default occurs; on default interest accrues at 15% per annum (365-day basis). Events of Default include payment default, material covenant breaches, or bankruptcy.
• Conversion/repayment: automatic dollar-to-dollar conversion into Subsequent Financing equity if that financing closes before the Outside Date; after the Outside Date the Company may repay outstanding principal and any accrued interest without penalty.

Why It Matters

• This transaction provides immediate bridge capital (initial $900k, up to $5.5M) to fund the company until a planned equity financing, reducing near-term liquidity risk.
• The Note can convert into equity automatically, which could dilute existing shareholders if the Subsequent Financing closes and conversion occurs.
• Terms limit cash interest cost unless the Company defaults, but include a 10% issuance discount and a high default interest rate (15%), both important costs/risks for investors to consider.
• The filing also reports the creation of a direct financial obligation and potential unregistered issuance of securities tied to the conversion feature.