Vivos Therapeutics, Inc. 8-K

What Happened

• Vivos Therapeutics (VVOS) filed an 8-K reporting that it entered a warrant inducement agreement with an institutional holder on January 15, 2026, and the transaction closed January 20, 2026. The holder agreed to exercise in full three existing warrants for cash at a reduced exercise price of $2.34 per share, generating approximately $4.6 million in gross proceeds for the company. In return, Vivos issued two new private-placement “Inducement Warrants” that together cover 3,964,712 shares of common stock at an exercise price of $2.09 per share (one 5‑year warrant and one 24‑month warrant).

Key Details

• Original warrants exercised: Jan 2023 (266,667 shares at $3.83), Nov 2023 (980,393 shares at $3.83), Feb 2024 (735,296 shares at $5.05) — exercised at $2.34 for ~$4.6M gross proceeds.
• Inducement Warrants: two warrants (Series A: 5 years; Series B: 24 months) each to purchase 1,982,356 shares; aggregate 3,964,712 shares; exercise price $2.09.
• Resale registration: the company filed a registration to allow resale of the shares underlying the original warrants (Form S-3 effective Jan 7, 2026) and must file a resale registration for the Inducement Warrant shares by Feb 14, 2026 (best efforts to be effective by Mar 16, 2026 or Apr 15 if SEC review).
• Placement agent: H.C. Wainwright acted as exclusive placement agent; fees included 7.0% cash of gross proceeds, placement warrants equal to 7.0% of underlying shares (138,765 warrants) with $2.925 exercise price, a 1.0% management fee, and expense reimbursement.
• Warrant protections and limits: Inducement Warrants include customary anti-dilution adjustments, a cashless exercise option if shares aren’t registered, beneficial ownership limits (waivable after notice), a Series A “put” right on certain transactions (Black‑Scholes valuation), and liquidated‑damages protections for late delivery on future exercises.

Why It Matters

• This transaction provides Vivos with immediate cash (~$4.6M) for working capital and corporate purposes while replacing exercised warrants with new warrants that delay dilution (new warrants priced at $2.09).
• Investors should note potential future dilution from up to 3.96 million additional shares if the Inducement Warrants are exercised, and a short blackout on issuing other securities through Feb 19, 2026 plus limitations on certain financing transactions for six months after registration effectiveness.
• The company’s required registration of the Inducement Warrant shares for resale affects liquidity for the holder and timing of any cashless exercises; placement agent fees and warrants slightly increase dilution and transaction cost.