Vivos Therapeutics, Inc. Announces Private Placement Financing and Entry into Material Definitive Agreements

Key Highlights

• Vivos Therapeutics, Inc. (the “Company”) has entered into a significant private investment in public equity (PIPE) financing arrangement with V-Co Investors 3 LLC.
• The Company executed a Securities Purchase Agreement (PIPE SPA) on March 31, 2026, marking a pivotal development for the Company’s capital structure.
• A suite of unregistered equity securities and warrants are to be issued, with detailed registration rights and adjustment mechanisms that could impact existing shareholders.
• The securities issued in the PIPE have not been registered under the Securities Act and are subject to restrictions on resale unless registered or exempted.

Details of the PIPE Transaction

On March 31, 2026, Vivos Therapeutics, Inc. entered into a Securities Purchase Agreement with V-Co Investors 3 LLC. This PIPE transaction involves the issuance of common shares (the “PIPE Shares”) and warrants (the “Warrants”) in a private placement. The transaction is structured to provide immediate capital to the Company and includes significant registration and exercise features that are important for investors and shareholders.

Registration Rights and Timing

• The Company is required to file a registration statement on Form S-3 (or a comparable form) to register the resale of the PIPE Shares, any shares issued upon the exercise of the Warrants (the “Warrant Shares”), and additional shares to be issued under the agreement (collectively, the “Registerable Securities”).
• This registration statement must be filed within 45 days of the closing of the PIPE Offering and declared effective within 90 days of the closing.
• The Company is obligated to keep the registration statement effective for up to three years or until the securities are no longer considered Registerable Securities, subject to certain limitations.

Unregistered Offering and Legal Exemptions

The PIPE Shares and Warrants are issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and related state “blue sky” laws. These securities cannot be offered or sold in the United States absent registration or an applicable exemption. The Company has made representations to this effect and highlighted the restrictions in both the main filing and the attached exhibit agreements.

Warrant Terms and Potential Dilution

• Warrant Exercise Price: The exercise price per share under the Warrants is set at \$1.09, subject to adjustment in various circumstances, including stock splits, dividends, reorganizations, or future rights offerings.
• Cashless Exercise Option: If no effective registration statement is available at the time of exercise, holders may elect a cashless exercise, receiving shares based on a formula tied to the volume-weighted average price (VWAP) or bid price of the common stock.
• Anti-dilution Provisions: The Warrants include robust anti-dilution adjustments. If the Company issues dividends, splits, or combines shares, or undertakes fundamental transactions (mergers, sales, reclassifications), the exercise price and the number of shares issuable upon exercise will be adjusted to protect warrant holders from dilution.
• Registration and Transfer: The Warrant Shares are to be delivered electronically via the Depository Trust Company system, and the Company covers all associated fees and taxes, except for transfer taxes if issued in a different name.
• No Fractional Shares: No fractional shares will be issued; any fractional entitlements are settled in cash or rounded up.
• Shareholder Rights: Holders of Warrants do not receive voting or dividend rights until exercise. The Company is not required to net cash settle the Warrants.
• Notices: The Company must notify warrant holders of any corporate actions (dividends, reorganizations, mergers) that may affect their rights, and these notices must also be filed with the SEC if they contain material non-public information.
• Voluntary Adjustments: The Company’s board may, subject to trading market rules, reduce the exercise price at any time and for any period deemed appropriate, which could impact the value of outstanding warrants and shares.

Potential Impact on Shareholders and Stock Price

This PIPE transaction is highly significant and potentially price-sensitive for several reasons:

• Dilution Risk: The issuance of new shares and warrants could materially dilute existing shareholders, especially if the exercise price is below the current market price or if cashless exercise is elected.
• Potential Downward Pressure: The registration of shares for resale may lead to increased selling pressure when the registration statement becomes effective, as PIPE investors may seek to monetize their holdings.
• Flexibility for Adjustments: The anti-dilution and voluntary adjustment features provide flexibility for the Company but may also increase share count and reduce per-share value if triggered.
• Corporate Actions: Any future mergers, asset sales, or reorganizations could further affect the value and terms of the Warrants and the underlying common shares.
• No Immediate Voting Rights: Until exercised, warrant holders do not vote, but upon exercise, the new shares could influence shareholder votes and Company control depending on the size of the exercised positions.

Conclusion

The entry into this PIPE Securities Purchase Agreement and the associated unregistered offering of shares and warrants is a major event for Vivos Therapeutics, Inc. shareholders. It provides new capital but introduces the prospect of significant dilution, potential selling pressure, and changes in the share structure. These developments are important for all investors to monitor, especially as the Company fulfills its obligations to register the new securities and as the warrants become exercisable. The flexibility for voluntary exercise price reductions and anti-dilution adjustments means the Company may further alter the capital structure in the future, depending on market conditions and board discretion.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a qualified financial advisor before making investment decisions. The information is based on publicly filed documents and may be subject to change without notice. Neither the author nor the publisher assumes any responsibility for investment losses related to the information contained in this article.

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