VVOS Vivos Therapeutics, Inc.

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Executive Summary

Vivos Therapeutics disclosed a delisting notice from Nasdaq for failing to maintain a $1.00 minimum bid price, alongside a binding debt-to-equity exchange agreement with senior lender Streeterville Capital to convert up to $4.5M of debt into preferred and common stock, contingent on raising at least $2.6M in new equity by June 15, 2026. The company also issued a $5M convertible promissory note to an affiliate of New Seneca Partners to fund working capital ahead of a planned equity raise. The delisting risk and Nasdaq compliance deficiencies dominate the filing, making the overall picture bearish despite the debt restructuring efforts.

Actionable Insight

Key Facts

• Nasdaq notified Vivos on June 5, 2026 of non-compliance with the $1.00 minimum bid price rule (Rule 5550(a)(2)); 180-day cure period ends December 2, 2026.
• Company also not in compliance with Nasdaq's $2.4M minimum stockholders' equity requirement.
• Entered Exchange Agreement with Streeterville Capital to exchange up to $4.5M of secured debt for 2,500 Series A Preferred shares (stated value $1,050/share) and common shares worth $750,000, contingent on raising $2.6M in new equity by June 15, 2026.
• Streeterville agreed to a 90-day redemption standstill (until Sept 15, 2026) and a 60-day lock-up on securities sales (until Aug 15, 2026) if the exchange closes.
• Issued a $5M convertible promissory note to V-Co Investors 4 LLC (affiliate of New Seneca Partners) on May 7, 2026; initial $500K funded with 10% OID, total principal $550K.
• The V-Co 4 Note automatically converts dollar-for-dollar into equity of a planned $5.5M financing expected by June 30, 2026.
• Streeterville Note maturity extended to June 10, 2027, and monthly redemption cap reduced from $550K to $225K, contingent on the equity raise.
• Series A Preferred is non-convertible, non-voting, non-transferable, carries a 9% annual dividend (22% on default), and has liquidation preference over common stock.
• Streeterville gets consent rights over future debt/equity issuances above $2.5M and over fundamental transactions, asset sales, and AIM asset pledges.

Financial Impact

Up to $4.5M of secured debt converted to equity; $2.6M-$4.5M new equity raise required; $500K bridge loan already drawn with $550K principal (incl. OID). Delisting risk could wipe out equity value entirely.

Risk Factors

• Failure to raise $2.6M by June 15, 2026 voids the Streeterville exchange and leaves the company with full debt service and no equity cure for Nasdaq.
• Nasdaq delisting if bid price remains below $1.00 after Dec 2, 2026 or if stockholders' equity deficiency is not remedied.
• Streeterville's Series A Preferred gives it veto power over future financings above $2.5M, limiting strategic flexibility.
• V-Co 4 Note converts into equity of the planned raise, diluting existing common shareholders at potentially distressed prices.
• The company's $12M market cap makes any equity raise highly dilutive relative to current float.

Market Snapshot

Documents Analyzed

This report is based on 7 SEC documents filed with EDGAR.

US Market Status