Vivos Therapeutics, Inc. 8-K

What Happened
Vivos Therapeutics, Inc. (VVOS) announced on March 31, 2026 that it entered into a Securities Purchase Agreement with V‑Co Investors 3 LLC, an affiliate of private equity sponsor New Seneca Partners Inc., in a private placement (PIPE). The PIPE closed March 31, 2026; the company received $850,000 in cash at closing and converted $1,400,000 previously funded under a January 15, 2026 bridge note into the PIPE.

Key Details

• The PIPE issued: 1,353,625 common shares, a pre‑funded warrant for 429,957 shares, a Series A warrant to buy up to 1,783,582 shares (2‑year term), and a Series B warrant to buy up to 1,783,582 shares (5‑year term).
• Purchase price was $1.34 per PIPE share and per pre‑funded warrant share (set to meet Nasdaq listing rules). Company received $850,000 in cash; $1,400,000 from the prior bridge note automatically converted. A prior original issue discount of $140,000 was excluded from bridge proceeds.
• Warrant economics: pre‑funded warrant exercise price $0.0001; common stock purchase warrants exercise price $1.09 and were exercisable immediately. Warrants include customary anti‑dilution protections and a beneficial ownership limitation preventing Seneca/affiliates from exceeding 19.99% ownership on exercise.
• Company must file a registration statement to register resale of the PIPE shares, pre‑funded warrant shares and warrant shares within 45 days and use commercially reasonable efforts to have it effective within 90 days; registration efforts must be maintained (subject to limits) for up to three years.

Why It Matters
This transaction provides near‑term liquidity ($850K cash) and converts $1.4M of prior debt into equity/warrants, reducing debt obligations but increasing potential share count if warrants are exercised. Investors should note the immediate exercisability of warrants, exercise prices, and the 19.99% ownership cap for the sponsor—factors that affect dilution and potential future funding or share supply. The company also must register these securities for resale, which will affect transferability for the investor.