Form 8-K

8-K — Vivos Therapeutics, Inc.

Accession: 0001493152-26-027641

Filed: 2026-06-08

Period: 2026-06-08

CIK: 0001716166

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001716166

2026-06-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 8, 2026 (May 7, 2026)

Vivos

Therapeutics, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39796

81-3224056

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

7921

Southpark Plaza, Suite 210

Littleton,

Colorado 80120

(Address

of principal executive offices) (Zip Code)

(866)

908-4867

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

VVOS

The

NASDAQ Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01

Entry

into a Material Definitive Agreement.

Streeterville

Capital, LLC Exchange Agreement

previously reported, Vivos Therapeutics, Inc. (the “Company”) is a party to a senior secured loan transaction, dated

June 9, 2025, with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which

Streeterville previously made a loan to the Company in the form of a Secured Promissory Note (the “Streeterville Note”)

with an original principal face amount of $8,225,000 (inclusive of a $675,000 original issuance discount and $50,000 expense allowance),

for total gross proceeds to the Company of $7,500,000. The proceeds of the Streeterville loan transactions were used by the Company in

connection with its acquisition of the operating assets of The Sleep Center of Nevada.

June 4, 2025, the Company entered into a definitive Exchange Agreement (the “Exchange Agreement”) with Streeterville.

The Exchange Agreement provides for the exchange of the outstanding principal under the Streeterville Note for equity securities of the

Company in two tranches subject to the Company having raised certain gross proceeds on or before to June 15, 2026 (the “Exchange

Outside Date”).

Pursuant

to the Exchange Agreement, upon the Company closing a common equity financing for gross proceeds of at least $2,600,000 (the “First

Tranche Financing”) and provided that the First Tranche Financing occurs on or before the Exchange Outside Date, Streeterville

has agreed to automatically partition $3,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “First

Partitioned Note”) and further exchange such First Partitioned Note for (i) 2,500 shares of newly designated Series A Preferred

Stock, par value $0.0001, of the Company (the “Exchange Preferred Shares”), the terms of which are set forth in the

form of Certificate of Designation for such Exchange Preferred Shares (the “Certificate of Designation”) to be filed

by the Company with the Delaware Secretary of State at the time of issuance of the Exchange Preferred Shares, and (ii) a number of shares

(the “Exchange Common Shares”, and together with the Exchange Preferred Shares, the “First Exchange Shares”)

of common stock, par value $0.0001 per share (the “Common Stock”), equal to $750,000 divided by the “Minimum

Price” as defined in the Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”).

addition, upon the Company closing a further common equity financing for gross proceeds of at least $1,900,000, separate, apart from,

and in addition to the $2,600,000 of gross proceeds received in the First Tranche Financing (the “Second Tranche Financing”)

and provided that the Second Tranche Financing occurs on or before the Exchange Outside Date, Streeterville has further agreed to automatically

partition an additional $1,2500,000 of the outstanding principal under the Streeterville Note as a separate note (the “Second

Partitioned Note”) and exchange such Second Partitioned Note for an additional 1,250 Exchange Preferred Shares (the “Second

Exchange Shares”).

Further,

pursuant to the Exchange Agreement and subject to the closing of the First Tranche Financing on or before the Exchange Outside Date,

Streeterville has agreed to customary lock-up provisions with respect to Company securities, with such lock-up lasting until August 15,

2026. The Exchange Agreement also includes representations, warranties, and covenants customary for a transaction of this type.

Upon

the surrender of either the First Partitioned Note or the Second Partitioned Note by Streeterville in exchange for the issuance of the

First Exchange Shares or (if applicable) the Second Exchange Shares by the Company, Streeterville has agreed to automatically enter into

a note amendment (each, a “Note Amendment”) to amend the Streeterville Note to reflect the following: (i) an extension

of the maturity date of the Streeterville Note by six months until June 10, 2027; (ii) a suspension by Streeterville of monthly principal

redemption repayment requests under the Streeterville Note until September 15, 2026 and (iii) a reduction in the amount for which Streeterville

can request monthly principal redemptions of the Streeterville Note from $550,000 to $225,000 per month.

provided for in the Certificate of Designations, the Exchange Preferred Shares (if issued) will (i) be non-convertible, (ii) non-voting

(except if certain limited circumstances), (iii) non-transferable, (iv) provide for a 9% annual dividend, compounding daily and payable

quarterly, (v) provide for liquidation preference over the Common Stock, and (vi) contain certain affirmative and negative covenants

in favor of Streeterville, including a requirement to obtain Streeterville’s consent for future debt and equity financings of the

Company over $2,500,000 in the aggregate (which by operation of the transactions contemplated by the foregoing, would be in addition

to the first $2,600,000 to be raised in the First Tranche Financing).

The

foregoing description of the Exchange Agreement, Certificate of Designation and Note Amendment are not complete and are subject to and

qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated

herein by reference. The form of Certificate of Designation and Note Amendment are attached as exhibits to the Exchange Agreement and

are not, as of the date of this Report, effective.

V-Co

Investors 4 LLC Note

May 7, 2026, the Company entered into an unsecured convertible promissory note in favor of V-Co Investors 4 LLC (“V-Co 4”)

in the maximum principal amount of up to $5,000,000 (the “V-Co 4 Note” and the maximum principal amount, inclusive

of the original issuance discount described below, the “Maximum Principal”). V-Co 4 is an affiliate of New Seneca

Partners Inc., an existing private equity investor in, and advisor to, the Company.

The

purpose of the V-Co Note is to provide advanced funding and support to the Company in connection with a proposed equity financing of

the Company in the aggregate amount of up to $5,500,000 (the “Subsequent Financing”). The Company expects to close

the Subsequent Financing no later than June 30, 2026 (the “V-Co Outside Date”).

May 7, 2026, V-Co 4 funded an initial $500,000 to the Company under the V-Co 4 Note. At any time until the close of business day on the

V-Co Outside Date, V-Co 4 shall advance funds and confirm such amount in advance to the Company, up to the Maximum Principal. The Maximum

Principal shall include a ten percent (10%) original issuance discount of the aggregate Maximum Principal as a financing fee to V-Co

The

V-Co Note does not bear any interest, except in the case of an Event of Default, which is defined as (i) the Company fails to pay the

principal or any accrued interest under the V-Co Note on demand, (ii) the Company fails to observe or perform any other material covenant,

obligation, condition or agreement in any material respect contained in the V-Co Note, (iii) the Company’s voluntary bankruptcy

or (iv) an involuntary bankruptcy is commenced against the Company. Upon the occurrence of any Event of Default, interest shall accrue

on the V-Co Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year.

the event of a Subsequent Financing prior to the V-Co Outside Date, all principal under the V-Co 4 Note shall automatically convert dollar-to-dollar,

without any further action required on the part of V-Co 4 or the Company, into such equity instruments of the Company as are issued in

the Subsequent Financing. The Subsequent Financing may, but is not required to be, led by V-Co 4. Following the V-Co Outside Date, the

Company may repay all or any portion of the outstanding principal amount and any accrued interest of the V-Co 4 Note in whole or in part

without penalty.

The

foregoing description of the V-Co 4 Note is not complete and is subject to and qualified in its entirety by reference to the full text

of the V-Co 4 Note, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 2.03

Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information contained above in Item 1.01, to the extent applicable, is hereby incorporated by reference into this Item 2.03 in its entirety.

Item

3.01 Notice

of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

June 5, 2026, the Company received a letter from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid

price of the Common Stock, from April 23, 2026 to June 4, 2026, the Company is no longer in compliance with the requirement for continued

listing on The Nasdaq Capital Market to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2)

(the “Notice”).

The

Notice has no immediate effect on the continued listing status of the Company’s Common Stock on The Nasdaq Capital Market, and,

therefore, the Company’s listing remains fully effective.

The

Company is provided a compliance period of 180 calendar days from the date of the Notice, or until December 2, 2026, to regain compliance

with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before December 2, 2026, the

closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days,

subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), Nasdaq will provide written

notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the

Company does not regain compliance during the compliance period ending December 2, 2026, then Nasdaq may grant the Company a second 180

calendar day period to regain compliance, provided, among other things, the Company meets the continued listing requirement for market

value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid

price requirement, and notifies Nasdaq of its intent to cure the deficiency. The Company is, as of the date of this Report, not in compliance

with Nasdaq’s $2.4 million minimum stockholders’ equity requirement, but as effectuated the transactions contemplated by

the Exchange Agreement as part of its plan to regain compliance with such requirement.

The

Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements

within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any

extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company

would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain

compliance with the minimum bid price requirement during the 180-day compliance period, secure a second period of 180 days to regain

compliance or maintain compliance with other applicable Nasdaq listing requirements.

Item 3.02

Unregistered

Sales of Equity Securities.

The

information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon

the representations of V-Co 4, the offer and sale of the V-Co 4 Note was made in a private placement transaction exempt for registration

in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue

sky” laws.

Neither

the V-Co 4 Note nor any securities of the Company which may be issued upon conversion of the V-Co 4 Note have been registered under the

Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities

& Exchange Commission or an applicable exemption from the registration requirements.

Neither

this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of

Common Stock or other securities of the Company. No assurances can be made that the transactions contemplated by the Exchange Agreement

(including the First Tranche Financing or the Second Tranche Financing) will be consummated.

Item

7.01 Regulation

FD Disclosure.

June 5, 2026, the Company issued a press release announcing the signing of the Exchange Agreement. A copy of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections

11 and 12(a)(2) of the Securities Act. Such information shall not be incorporated by reference into any filing with the Securities and

Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language

in such filing.

Item

9.01.

Financial

Statements and Exhibits.

Exhibit

No.

Description

4.1

Convertible Promissory Note, dated May 7, 2026, made by the Company in favor of V-Co Investors 4 LLC

10.1

Exchange Agreement dated June 5, 2026, by and between the Company and Streeterville Capital, LLC.

99.1

Press Release dated June 5, 2026.

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

VIVOS

THERAPEUTICS, INC.

Dated:

June 8, 2026

By:

/s/

Bradford Amman

Name:

Bradford

Amman

Title:

Chief

Financial Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

THE

SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “ACT”), OR UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED

UNLESS THEY ARE REGISTERED UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR ARE IN COMPLIANCE WITH AN EXEMPTION THEREFROM.

CONVERTIBLE

PROMISSORY NOTE

to US$5,000,000.00

Date

of Issuance: May 7, 2026

FOR

VALUE RECEIVED, VIVOS THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby promises to pay to

V-CO INVESTORS 4 LLC, a Wyoming limited liability company, or permitted assigns (the “Lender”) the maximum

base principal sum of up to Five Million Dollars ($5,000,000) (the “Maximum Principal Amount”) together with

accrued and unpaid interest (“Interest”) on the Principal amount actually funded, on demand in accordance with the

terms of this Convertible Promissory Note (this “Note”). Interest shall only begin to accrue upon the occurrence of

an Event of Default at a simple interest rate equal to fifteen percent (15%) per annum. Interest shall be computed on the basis of a

365-day year (or 366-day year, as appropriate) applied to actual days elapsed.

Purpose. The purpose of this Note is to provide short-term advanced funding to the Company in connection with a proposed equity

financing of the Company totaling up to $5,500,000 (currently anticipated, but not for purposes of the Note required, to be sponsored

by the Lender or its affiliates, the “Financing”) that is expected to be completed no later than June 30, 2026 (the

“Outside Date”). At any given time through close of business on the Outside Date, Lender shall advance funds and confirm

such amount in advance to the Company up to the Maximum Principal Amount. It being agreed that $500,000 of the Maximum Principal Amount

shall be advanced on the Date of Issuance. Notwithstanding the foregoing, the Lender will offset all unreimbursed accumulated out of

pocket expenses incurred to date by Seneca Partners related to its activities with Vivos (and will provide Vivos with a schedule supporting

such expenses).

any given time, the “Principal” shall reflect the amount funded by Lender to the Company as of the date thereof plus a bridge

financing fee (which shall be treated as an original issuance discount) of ten percent (10%) of the amount funded, as shown on Schedule

A hereto. Schedule A shall be amended from time to time through the Outside Date as the Lender advances additional funds.

its acceptance of this Note, the Lender, on behalf of itself and its affiliates V-CO Investors LLC, V-Co Investors 2 LLC, V-Co Investors

3 LLC (“V-Co 3”), SP Manager LLC and Michael C. Skaff, acknowledges and agrees that (i) this Note is separate and distinct

and represents a different funding from that certain Convertible Promissory Note, dated January 15, 2026, made by the Company in favor

of V-Co 3 (the “Prior Note”) and (ii) the Prior Note was terminated and converted into equity securities of the Company on

March 31, 2026.

Due on Demand. The Company shall pay to the order of the Lender the unpaid Principal, together with all Interest, immediately

ON DEMAND given by the Lender to the Company. The Lender may not demand payment prior to the Outside Date.

Payment. All payments shall be made in cash in lawful money of the United States of America at the principal office of Lender

at 18000 Mack, Grosse Pointe, MI 48230, or at such other place as the holder hereof may from time to time designate in writing to the

Company or by wire transfer of immediately available funds to an account designated in writing by the Lender. Payment shall be credited

first to accrued and unpaid Interest (if any) and second to Principal. The Company hereby waives demand, notice, presentment, protest

and notice of dishonor. The Company’s obligations hereunder are absolute and unconditional and shall not be subject to setoff,

recoupment or counterclaim. Following the Outside Date, all Principal and any accrued Interest may be prepaid in whole or in part without

penalty.

Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a)

Failure to Pay. The Company shall fail to pay, when due, any Interest payment, Principal payment or other payment required under

the terms of this Note on demand and such payment shall not have been made within three (3) business days of the Company’s being

given notice of such failure to pay; or

(b)

Breaches of Covenants. The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained

in this Note (other than those specified in Section 4(b) of this Note) in any material respect, and such failure shall continue

for five (5) business days after the Company’s being given notice of such failure; or

(c)

Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee,

liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of

its or any of its creditors, (iii) be dissolved or liquidated, (iv) commence a voluntary case or other proceeding seeking liquidation,

reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter

in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary

case or other proceeding commenced against it or (v) take any action for the purpose of effecting any of the foregoing; or

(e)

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian

of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation,

reorganization or other relief with respect to the Company or any of its subsidiaries, if any, or the debts thereof under any bankruptcy,

insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall

not be dismissed or discharged within thirty (30) days of commencement.

Rights of Lender upon Default. Upon the occurrence of any Event of Default:

(a)

Described in Sections 4(d) or 4(e) and at any time thereafter during the continuance of such Event of Default, immediately

and without notice, all outstanding obligations payable by the Company hereunder shall automatically become immediately due and payable,

without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

(b)

Described in Sections 4(a), 4(b), or 4(c) and at any time thereafter during the continuance of such Event of Default,

Lender may, by written notice to the Company, declare all outstanding obligations payable by the Company hereunder to be immediately

due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

addition to the foregoing remedies in this Section 5, upon the occurrence and during the continuance of any Event of Default,

Lender may exercise any other right, power or remedy otherwise permitted to it by law, either by suit in equity or by action at law,

or both.

Intentionally Omitted.

Use of Proceeds. The proceeds of the loan from Lender evidenced by this Note shall be used solely for general working capital

purposes.

Automatic Conversion of the Note Upon Completion of Financing.

(a)

Automatic Conversion. If the Financing is completed prior to the Outside Date, this Note shall automatically and without any further

action of the Lender or the Company necessary be exchanged on a dollar-for-dollar basis based on the Principal then outstanding for the

equity instruments issued in connection with the Financing (the “Conversion”).

(b)

Mechanics and Effect of Conversion. Upon Conversion of this Note, Lender shall surrender this Note (or a notice to the effect

that the original Note has been lost, stolen or destroyed and a customary affidavit as to such loss, stealing or destruction); provided,

however, that upon such Conversion, this Note shall be deemed exchanged and converted and of no further force and effect, whether

or not it is delivered for cancellation as set forth in this sentence, and the Company will be forever released from all of its obligations

and liabilities under this Note for payment of any Principal or accrued Interest.

Amendments and Waivers. The amendment of any term of this Note shall only be effective if made in a writing signed by the Company

and Lender. The Company agrees that any delay on the part of Lender in exercising any rights hereunder will not operate as a waiver of

such rights. Lender shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies, and no

waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies.

10.

Successors and Assigns. This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto;

provided, however, that neither the Company nor the Lender may assign or transfer this Note or any of its obligations hereunder

without the prior written consent of the other party.

11.

Usury. If it shall be found that any Interest or other amount deemed interest due hereunder violates the applicable law governing

usury, the applicable rate of Interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under

applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of

any law that would prohibit or forgive the Company from paying all or a portion of the Principal or Interest on this Note.

12.

Expenses. Lender shall be entitled to recover from the Company all fees, costs and expenses, including legal expenses, of preparing

this Note (up to a maximum of $10,000 in the aggregate) and enforcing any provision under or with respect to this Note, or collecting

any amount due thereunder, including, without limitation, reasonable fees and expenses of attorneys, which shall include, without limitation,

all fees, costs and expenses of appeals.

13.

Governing Law; Jurisdiction. This Note will be governed by, construed in accordance with and interpreted under and consistent

with the laws and decisions of the State of Delaware, without regard to the choice of law provisions thereof. The parties irrevocably

agree, and hereby consent and submit to the exclusive jurisdiction of the state and federal courts in the City of Denver, Colorado, with

regard to any actions or proceedings arising from, relating to or in connection with the enforcement and/or interpretation of the provisions

of this Note and the transactions contemplated herein.

14.

Electronic Copy. Any electronic copy of this Note shall be fully enforceable to the same extent as an originally executed version

physically delivered in person; provided, that all copies hereof shall constitute one and the same instrument. Any electronic execution

or delivery of this Note shall be fully effective to the same extent as the physical execution and in-person delivery of this Note. The

Company hereby waives any defense or claim to the contrary. If this Note is executed or delivered electronically, the Company shall,

upon Lender’s request, physically deliver to Lender an originally executed version of this Note. If no original of this Note has

been delivered to Lender, any requirement to surrender or return of this Note may be satisfied by the electronic delivery of an electronic

copy of this Note.

15.

Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,

illegality, or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such

term or provision in any other jurisdiction.

16.

Entire Agreement. This Note represents the complete and integrated agreement of the Company and the Lender with respect to the

matters contemplated hereby, superseding and replacing in all respects any prior discussions, promises, covenants or agreements of the

Company and the Lender with respect to such subject matter.

[Signature

Page Follows]

This

Convertible Promissory Note has been executed as of the date first written above.

VIVOS

THERAPEUTICS, INC.

By:

/s/

Bradford Amman

Name:

Bradford

Amman

Title:

CFO

Schedule

Principal

Funding Date

Amount Funded

10% OID

Total Principal

May 7, 2026

$ 500,000

$ 50,000

$ 550,000

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

THE

EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

Exchange

Agreement

This

Exchange Agreement (this “Agreement”)

is executed as of June 5, 2026 by and between Vivos Therapeutics, Inc., a Delaware corporation (“Borrower”), and Streeterville

Capital, LLC, a Utah limited liability company (“Lender”). Capitalized terms not defined herein shall have the same

meaning as set forth in the Transaction Documents (as defined below).

Pursuant to that certain Note Purchase Agreement dated June 9, 2025 (“Purchase Agreement”) between Lender and Borrower,

Borrower issued to Lender that certain Secured Promissory Note in the original principal amount of $8,225,000.00 and having an original

issue date of June 9, 2025 (“Original Note,” and together with the Purchase Agreement and all other agreements and

documents entered into in conjunction therewith, the “Transaction Documents).

Subject to the completion of the First Tranche Financing (as defined below) by the Outside Date (as defined below), Borrower and Lender

desire to partition $3,250,000.00 of the Original Note (as may be increased in accordance with the terms hereof, the “Partitioned

Amount”) from the Original Note (the “Partitioned Note”) and then cause the outstanding balance of the Original

Note to be reduced by an amount equal to the Partitioned Amount.

Borrower and Lender further desire to exchange (such exchange is referred to as the “Exchange”) the Partitioned Note

for (i) 2,500 shares of newly designated Series A Preferred Stock, par value $0.0001, of Borrower (the “Exchange Preferred Shares”),

the terms of which are set forth in the Certificate of Designation for such Exchange Preferred Shares, in the form attached hereto as

Exhibit A (the “Certificate of Designation”), and (ii) a number of shares (the “Exchange Common

Shares”, and together with the Exchange Preferred Shares, the “Exchange Shares”) of common stock, par value

$0.0001 per share (the “Common Shares”), equal to $750,000.00 divided by the Nasdaq Minimum Price on the Closing Date

(as defined below), all according to the terms and conditions of this Agreement.

This Agreement, the Certificate of Designation, the Original Note Amendment (as defined below), and any other documents, agreements,

or instruments entered into or delivered in connection with this Agreement, or any amendments to any of the foregoing, are collectively

referred to as the “Exchange Documents”.

Pursuant to the terms and conditions hereof, Lender and Borrower agree to exchange the Partitioned Note for the Exchange Shares and to

allow for (i) an increase in the Partitioned Amount, (ii) the creation of a second Partitioned Note and (iii) a second exchange transaction,

all as provided for herein.

NOW,

THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties

and covenants herein contained, the parties hereto agree as follows:

Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement

are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

Partition; Original Note Amendment.

(a)

Upon completion of the First Tranche Financing on or before the Outside Date, Borrower and Lender agree that the Partitioned Amount will

automatically be partitioned from the Original Note.

(b)

An additional portion of the Original Note will be automatically partitioned into a second Partitioned Note (the “Second Partitioned

Note”) upon the occurrence of the Second Tranche Financing (as defined below) on or before the Outside Date.

(c)

Following any such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and effect,

provided that: (i) the outstanding balance of the Original Note shall automatically be reduced by an amount equal to the Partitioned

Amount, subject to further reduction as contemplated by Section 3(b), and (ii) the Original Note shall automatically be amended by those

amendments set forth in that certain Note Amendment attached hereto as Exhibit B (the “Original Note Amendment”).

Issuance of Exchange Shares.

(a)

Immediately and automatically upon Borrower completing a common stock financing pursuant to which it receives gross proceeds of at least

$2,600,000 (the “First Tranche Financing”), provided that the First Tranche Financing is completed on or prior to

June 15, 2026 (the “Outside Date”), and pursuant to the terms and conditions of this Agreement, the Exchange will

occur with Lender surrendering the Partitioned Note to Borrower and Borrower issuing to Lender the Exchange Shares. In conjunction therewith,

Borrower hereby confirms that the Partitioned Note represents Borrower’s unconditional obligation to pay the outstanding balance

thereof pursuant to the terms of the Partitioned Note. Borrower and Lender agree that upon surrender, and provided that Lender has received

the Exchange Common Shares free and clear of any restrictive legends, the Partitioned Note will be cancelled and all obligations of Borrower

under the Partitioned Note shall be deemed fulfilled. In the event the First Tranche Financing does not occur by the Outside Date, this

Agreement will immediately and automatically terminate and be deemed void ab initio.

(b)

Immediately and automatically upon Borrower completing a common stock financing pursuant to which it receives additional gross proceeds

of at least $1,900,000.00, separate and apart from, and in addition to, the $2,600,000 of gross proceeds received in the First Tranche

Financing (the “Second Tranche Financing”), provided that the Second Tranche Financing occurs on or prior to the Outside

Date, and pursuant to the terms and conditions of this Agreement, a second exchange will occur (the “Second Exchange”),

with Lender surrendering the Second Partitioned Note (in the principal amount of $1,250,000) in exchange for Borrower issuing to Lender

an additional 1,250 Exchange Preferred Shares. In conjunction therewith, Borrower hereby confirms that the Original Note as so reduced

would represent Borrower’s unconditional obligation to pay the outstanding balance thereof pursuant to the terms of the Original

Note (as amended by the Note Amendment). Borrower and Lender agree that upon surrender, and provided that Lender has received such additional

Exchange Preferred Shares, the Second Partitioned Note exchanged will be cancelled and all obligations of Borrower under the Second Partitioned

Note shall be deemed fulfilled.

Closing Date; Deliveries. The closings of the transactions contemplated hereby (each, a “Closing”), along with

the delivery of the applicable Exchange Shares to Lender, shall occur immediately, and without further approvals or action required,

as of the closing of the First Tranche Financing on or before the Outside Date or, as applicable, the Second Tranche Financing on or

before the Outside Date (collectively, the “Closing Date”), by means of the exchange of electronic signatures, but

shall be deemed to have occurred at the offices of Capital Law Partners PLLC in Lehi, Utah. On the Closing Date, prior to or contemporaneously

with the execution and delivery of this Agreement, the following events shall occur:

4.1.

Borrower shall have issued all applicable Exchange Common Shares or Exchange Preferred Shares, as the case may be, to Lender.

4.2.

Mutual execution and delivery of all other Exchange Documents, as applicable, including without limitation this Agreement.

Holding Period, Tacking and Legal Opinion. Borrower represents, warrants and agrees that for the purposes of Rule 144 (“Rule

144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Partitioned

Note and the Exchange Shares will include the holding period of the Original Note from June 9, 2025, which date is the date that Original

Note was fully paid for. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting, or situation

and further acknowledges that the Partitioned Note has not been amended or altered since its issuance. Borrower agrees to take all action

necessary to issue the Exchange Shares without restriction within three (3) business days of the Closing Date, and not containing any

restrictive legend without the need for any action by Lender. The Exchange Shares are being issued in substitution of and exchange for

and not in satisfaction of the Partitioned Note. The Exchange Shares shall not constitute a novation or satisfaction and accord of the

Partitioned Note. Borrower acknowledges and understands that the representations and agreements of Borrower in this Section 5 are a material

inducement to Lender’s decision to consummate the transactions contemplated herein.

Lender’s Representations, Warranties and Agreements. In order to induce Borrower to enter into this Agreement, Lender, for

itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has

full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of

which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to

any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations

of Lender hereunder, (c) no commission or other remuneration has been paid or given directly or indirectly by Lender to Borrower for

soliciting the Exchange, and (d) Lender has taken no action which would give rise to any claim by any person for a brokerage commission,

placement agent or finder’s fee or other similar payment by Borrower related to this Agreement.

Borrower’s Representations, Warranties and Agreements. In order to induce Lender to enter into this Agreement, Borrower,

for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower

has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all

of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice

to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations

of Borrower hereunder, other than (i) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware

and (ii) any securities or stock exchange filings required to be made in connection with the issuance of the Exchange Shares, (c) to

the knowledge of Borrower, no Event of Default has occurred under the Original Note, provided that any Events of Default that may have

occurred thereunder have not been, and are not hereby, waived by Lender, (d) except as specifically set forth herein, nothing herein

shall in any manner release, lessen, modify or otherwise affect Borrower’s obligations under the Original Note, (e) the issuance

of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are validly issued, fully paid and

non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances

of any kind, nature and description, (f) Borrower has not received any consideration in any form whatsoever for entering into this Agreement,

other than the surrender of the Partitioned Note, and (g) Borrower has taken no action which would give rise to any claim by any person

for a brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this Agreement.

Application of Covenants from Purchase Agreement. Borrower acknowledges and agrees that the covenants contained in Section 4 of

the Purchase Agreement will continue to apply in all respects to Borrower and to the Original Note until the Original Note has been repaid

in full.

Lock-Up Restriction. Subject to completion of the First Tranche Financing on or before the Outside Date, Lender hereby agrees

that, without the prior written consent of Borrower, it will not, and its “affiliates” (as defined in Rule 144) will not,

during the period commencing on the Closing Date of the First Tranche Financing and ending August 15, 2026 (i) offer, pledge, sell, contract

to sell, grant any option or contract to purchase, a purchase option or contract, or otherwise dispose of, directly or indirectly, any

Exchange Shares or other Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter

into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the

Exchange Shares or other Common Shares. The Company may impose stop-transfer instructions with respect to the securities subject to this

restriction until the end of said period.

10.

Maximum Percentage. Any Exchange Common Shares that would cause Lender to exceed the Maximum Percentage shall be held in abeyance

and shall not be issued until such time, if ever, as the Lender’s right to receive such shares would not result in a violation

of the Maximum Percentage. For purposes of this Section 10, “Maximum Percentage” means 9.99% of the number of shares

of Common Shares outstanding on such date (including for such purpose the shares of Common Shares issuable upon such issuance). For purposes

of calculating the Maximum Percentage, beneficial ownership of Common Shares will be determined pursuant to Section 13(d) of the 1934

Act.

11.

Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving

effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would

cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement

to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT

IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING

OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

12.

Arbitration of Claims. This Agreement shall be subject to the Arbitration Provisions (as defined in the Purchase Agreement) attached

as an exhibit to the Purchase Agreement.

13.

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf

or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

14.

Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this

Agreement, the parties agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’

fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment

based upon the individual claims or defenses giving rise to the fees and expenses. The “prevailing party” shall be the party

in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted by such party and regardless of

the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in favor of and against both parties,

then the arbitrator shall determine the “prevailing party” by taking into account the relative dollar amounts of the judgments

or, if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing herein shall restrict or impair

an arbitrator’s or a court’s power to award reasonable fees and expenses for frivolous or bad faith pleading.

15.

No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity

holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers,

directors, or employees except as expressly set forth in this Agreement, the Transaction Documents, and the Exchange Documents, and,

in making its decision to enter into the transactions contemplated by this Agreement, Borrower is not relying on any representation,

warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other

than as set forth in this Agreement.

16.

Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

17.

Entire Agreement. This Agreement, together with the Exchange Documents, and all other documents referred to herein, supersedes

all other prior oral or written agreements among Borrower, Lender, its affiliates and persons acting on its behalf with respect to the

matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with

respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower

makes any representation, warranty, covenant or undertaking with respect to such matters.

18.

Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of

this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

19.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors

and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder

may be assigned by Lender to a third party in whole or in part. Borrower may not assign this Agreement or any of its obligations herein

without the prior written consent of Lender.

20.

Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement or the Original Note Amendment,

the Original Note and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all

of its original terms and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered

by Lender and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other

Transaction Document, on the other hand, the terms of this Agreement shall prevail.

21.

Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.

22.

Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this

Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.

23.

Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in

order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Remainder

of the page intentionally left blank; signature page to follow]

WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

LENDER:

Streeterville Capital, LLC

By:

/s/ John Fife

John Fife, President

BORROWER:

Vivos Therapeutics, Inc.

By:

/s/ R. Kirk Huntsman

R. Kirk Huntsman, CEO

ATTACHMENTS:

Exhibit

A Certificate of Designation

Exhibit

B Original Note Amendment

[Signature

Page to Exchange Agreement]

Exhibit

CERTIFICATE

OF DESIGNATION OF PREFERENCES AND RIGHTS OF

SERIES

A PREFERRED STOCK

Vivos

Therapeutics, Inc.

Delaware corporation

Pursuant

to Section 151 of the Delaware General Corporation Law

The

undersigned, R. Kirk Huntsman, hereby certifies that:

He is the duly

elected Chief Executive Officer of Vivos Therapeutics, Inc., a Delaware corporation (“Corporation”).

A resolution was adopted

and approved by the Board of Directors of the Corporation by unanimous written consent on June 4, 2026 authorizing and approving

the Certificate of Designation of Preferences and Rights of Series A Preferred Stock of the Corporation set forth below.

No shares of Series A Preferred

Stock have been issued as of the date hereof.

WITNESS WHEREOF, the undersigned does hereby execute this Certificate, and does hereby acknowledge that this instrument constitutes his

act and deed and that the facts stated herein are true.

Vivos

Therapeutics, Inc.

By:

Name:

Kirk Huntsman

Title:

Chief Executive Officer

Dated:

June __, 2026

CERTIFICATE

OF DESIGNATION OF PREFERENCES AND RIGHTS OF

SERIES

A PREFERRED STOCK

Vivos

Therapeutics, Inc.

Delaware corporation

The

undersigned Chief Executive Officer of Vivos Therapeutics, Inc. (“Corporation”), a corporation organized and existing

under the laws of the State of Delaware, does hereby certify that, pursuant to the authority contained in the Corporation’s Certificate

of Incorporation (“Certificate”) and pursuant to Section 151 of the Delaware General Corporation Law, and in accordance

with the provisions of the resolution creating a series of the class of the Corporation’s authorized preferred stock designated

as the Series A Preferred Stock as follows:

FIRST:

The Certificate, as amended, authorizes the issuance by the Corporation of 200,000,000 shares of common stock, par value of $0.0001 per

share (“Common Stock”) and 50,000,000 shares of preferred stock, par value of $0.0001 per share (“Preferred

Stock”), and further, authorizes the Board of Directors of the Corporation (“Board”), by resolution or resolutions,

at any time and from time to time, to divide and establish any or all of the unissued shares of Preferred Stock not then allocated to

any series into one or more series and to designate the rights, preferences and limitations of each series.

SECOND:

By unanimous written consent of the Board, dated June 4, 2026, the Board designated ten thousand (10,000) shares of the Preferred Stock

as Series A Preferred Stock, par value $0.0001 per share, pursuant to a resolution providing that a series of preferred stock of the

Corporation be and hereby is created and that the designation and number of shares thereof and the voting and other powers, preferences

and relative, participating, optional or other rights of the shares of such Series A Preferred Stock, and the qualifications, limitations

and restrictions thereof, are as follows:

SERIES

A PREFERRED STOCK

Section

1. Definitions. Capitalized terms used but not otherwise defined herein shall have meanings set forth in Section 13 below.

Section

2. Powers and Rights of Series A Preferred Stock. There is hereby designated a class of Preferred Stock of the Corporation as

Series A Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series A Stock”). The number of shares,

powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and

qualifications, limitations and restrictions of the Series A Stock shall be as set forth in this Certificate of Designation of Preferences

and Rights of Series A Stock (this “Certificate of Designation”). For purposes hereof, a holder of a share or shares

of Series A Stock, with respect to their rights as related to the Series A Stock, shall be referred to as a “Series A Holder.”

Section

3. Number and Stated Value. The number of authorized shares of the Series A Stock is ten thousand (10,000) shares. Each share

of Series A Stock shall have a stated value of $1,050.00 (the “Stated Value”).

Section

4. Ranking. Except to the extent that the holders of at least a majority of the outstanding Series A Stock (the “Required

Holders”) expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below),

all shares of capital stock of the Corporation shall be junior in rank to all Series A Stock with respect to the preferences as to dividends,

distributions and payments upon the liquidation, dissolution and winding up of the Corporation (such junior stock is referred to herein

collectively as “Junior Stock”). The rights of all such shares of capital stock of the Corporation shall be qualified

by the rights, powers, preferences and privileges of the Series A Stock. Without limiting any other provision of this Certificate of

Designation, without the prior written consent of the Required Holders, voting separately as a single class, the Corporation shall not

hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Series A Stock in respect

of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively,

the “Senior Preferred Stock”), or (ii) of pari passu rank to the Series A Stock in respect of the preferences as to

dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Parity

Stock”). In the event of the merger or consolidation of the Corporation with or into another corporation wherein the Corporation

is the surviving entity, the shares of Series A Stock shall maintain their relative rights, powers, designations, privileges and preferences

provided for herein and no such merger or consolidation shall provide for a result inconsistent therewith, subject to the other terms

and conditions herein.

Section

5. Preferred Return.

(a)

Each

share of Series A Stock shall accrue a rate of return on the Stated Value at the rate of nine percent (9%) per year, compounded daily

to the extent not paid as set forth herein, and to be determined pro rata for any fractional year periods (the “Preferred

Return”). The Preferred Return shall accrue on each share of Series A Stock from the date of its issuance, and shall be

payable or otherwise settled as set forth herein. Following the occurrence of an Event of Default (as defined below), the Preferred

Return will increase to 22% per annum.

(b)

The

Preferred Return shall be payable quarterly, within five (5) Business Days following the end of each calendar month, either in cash

or via the issuance to the applicable Series A Holder (in the sole discretion of the Corporation) of an additional number of shares

of Series A Stock equal to (i) the Preferred Return then accrued and unpaid, divided by (ii) the $1,000 per share purchase price

for the Series A Stock, with the election as to payment in cash or via the issuance of additional shares of Series A Stock to be

determined in the discretion of the Corporation.

(c)

the event that the Corporation elects (in its sole discretion) to pay any Preferred Return via the issuance of shares of Series A

Stock, no fractional shares of Series A Stock shall be issued, and the Corporation shall pay in cash the Preferred Return that would

otherwise be payable via the issuance of a fractional share of Series A Stock.

Section

6. Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up

of the Corporation, each share of Series A Stock shall be entitled to be paid out of the assets of the Corporation available for distribution

to its stockholders, before any payment shall be made to the holders of common stock, $0.0001 par value per share, of the Corporation

(the “Common Stock”) by reason of their ownership thereof, an amount per share of Series A Stock equal to the Stated

Value at such time plus any accrued but unpaid Preferred Return (as applicable, the “Series A Preferred Liquidation Amount”).

If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution

to its stockholders shall be insufficient to pay the Series A Preferred Liquidation Amount, the Series A Holders with respect to their

shares of Series A Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective

amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with

respect to such shares were paid in full. Following the payment of the Series A Preferred Liquidation Amount, if there are any remaining

assets of the Corporation available for distribution to its stockholders, the Series A Stock shall not participate in such distributions.

Section

7. No Conversions. The Series A Stock shall not be convertible into shares of Common Stock or into any other class or series of

stock of the Corporation.

Section

8. Corporation Optional Redemption.

(a)

Subject

to the terms and conditions herein, at any time the Corporation may elect, in the sole discretion of the Corporation, to redeem all

or any portion of the Series A Stock then issued and outstanding from all of the Series A Holders (a “Corporation Optional

Redemption”) by paying to the applicable Series A Holders an amount in cash equal to the Series A Preferred Liquidation

Amount then applicable to such shares of Series A Stock being redeemed in the Corporation Optional Redemption (the “Redemption

Price”).

(b)

The

Corporation shall provide written notice of any Corporation Optional Redemption to the Series A Holder(s) within five (5) Business

Days following the determination of the Board to consummate the applicable Corporation Optional Redemption, and thereafter such Corporation

Optional Redemption shall be completed within five (5) Business Days following the delivery of such notice, and at such time the

Corporation shall deliver to the Series A Holder(s) the Redemption Price in valid funds. Each Series A Holder agrees to execute and

deliver to the Corporation such instruments and documents, and to take such actions, as reasonably required to consummate the Corporation

Optional Redemption, including with respect to cancellation of the applicable Series A Stock.

Section

9. Dividends and Distributions. The Series A Stock shall not participate in any dividends, distributions or payments to the holders

of the Common Stock.

Section

10. Vote; Amendment.

(a)

Other

than as set forth in Section 10(b), the Series A Stock shall not have any voting rights and shall not vote on any matter submitted

to the holders of the Common Stock, or any class thereof, for a vote.

(b)

The

Corporation may not, and shall not, amend or repeal this Certificate of Designation without the prior written consent of the Required

Holders, in which vote each share of Series A Stock then issued and outstanding shall have one vote, voting separately as a single

class, in person or by proxy, either in writing without a meeting or at a meeting of such Series A Holders, and any such act or transaction

entered into without such vote or consent shall be null and void ab initio, and of no force or effect.

Section

11. Covenants. Until such time as no shares of Series A Stock remain outstanding, the Corporation and any subsidiary (to the extent

applicable) will at all times comply with the following covenants:

(a)

The

Corporation will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or

15(d) of the Exchange Act, and will take all reasonable action under its control to ensure that adequate current public information

with respect to the Corporation, as required in accordance with Rule 144 of the Securities Act, is publicly available, and will not

terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations

thereunder would permit such termination.

(b)

The Corporation

will cause the Common Stock to be listed or quoted for trading on any of NYSE, NYSE American or any tier of The Nasdaq Stock Market.

(c)

The Corporation

will not repay any outstanding indebtedness owed to any Series A Holder or its Affiliates without the prior written consent of the

Required Holders, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.

(d)

The Corporation

will not increase the authorized shares of Common Stock or Preferred Stock without the prior written consent of the Required Holders,

which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.

(e)

The Corporation

will ensure that trading in the Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading

on the Corporation’s principal trading market.

(f)

The Corporation

will not make any Restricted Issuance without the Required Holders’ prior written consent, which consent may be granted or

withheld in the Required Holders’ sole and absolute discretion. Notwithstanding the foregoing, the Corporation may issue Equity

Securities without obtaining the prior written consent of the Required Holders to the extent that the aggregate gross proceeds received

by the Corporation from all such issuances do not exceed the Threshold Amount.

(g)

Except

as contemplated by the Exchange Agreement, the Corporation shall not enter into any agreement or otherwise agree to any covenant,

condition, or obligation that locks up, restricts in any way or otherwise prohibits the Corporation (i) from entering into a variable

rate transaction with any Series A Holder or any Affiliate of any Series A Holder after July 14, 2026, or (ii) from issuing Common

Stock, Preferred Stock, warrants, convertible notes, other debt securities, or any other of the Corporation’s securities to

any Series A Holder or any Affiliate of any Series A Holder.

(h)

The

Corporation will not pledge or grant a security interest in any of its Airway Integrated Management Company (“AIM”)

assets without the Required Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’

sole and absolute discretion.

(i)

The Corporation

will not, and will not enter into any agreement or commitment to, dispose of any AIM assets or operations that are material to the

Corporation’s operations without the Required Holders’ prior written consent, which consent may be granted or withheld

in the Required Holders’ sole and absolute discretion.

(j)

The Corporation

will not, and will not enter into any agreement or commitment to, create, authorize, or issue any class of Preferred Stock (including

additional issuances of Series A Stock) without the Required Holders’ prior written consent, which consent may be granted or

withheld in the Required Holders’ sole and absolute discretion.

(k)

The Corporation

will not consummate a Fundamental Transaction or enter into an agreement to consummate a Fundamental Transaction without the Required

Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.

Section

12. Covenant Default.

(a)

Event

of Default. The Required Holders may elect to declare an “Event of Default” if any of the following conditions or

events shall occur and be continuing:

(i)

The

Corporation fails to fully comply with any covenant, obligation or agreement of the Corporation in this Certificate of Designation

(other than payment or issuance defaults which are addressed in subparagraph (ii) below), or a breach of any covenant owed to any

Series A Holder in any other agreement between the Corporation and such Series A Holder, and such failure, if known to the Required

Holders and reasonably possible of cure, is not cured within five (5) Business Days following notice to cure from the Required Holders;

(ii)

The Corporation

fails to pay any amount due and payable to the Series A Holders pursuant to and as required by this Certificate of Designation, or

fails to issue any additional shares of Series A Stock or Common Stock to the Series A Holders pursuant to and as required by this

Certificate of Designation, and such failure, if known to the Series A Holders and reasonably possible of cure, is not cured within

five (5) Business Days following notice of notice to cure from the Required Holders;

(iii)

The Corporation

shall (1) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator;

(2) make a general assignment for the benefit of the Corporation’s creditors; or (3) commence a voluntary case under the U.S.

Bankruptcy Code as now and hereafter in effect, or any successor statute; or

(iv)

proceeding or case shall be commenced, without the application or consent of the Corporation, in any court of competent jurisdiction,

seeking (1) liquidation, reorganization or other relief with respect to it or its assets or the composition or readjustment of its

debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial part of its assets, and,

in each case, such proceedings or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the

foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) days, if in the United States, or ninety

(90) days, if outside of the United States; or an order for relief against the Corporation shall be entered in an involuntary case

under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any jurisdiction.

(b)

Consequences

of Events of Default. If an Event of Default has occurred (i) the Series A Holders shall have the right to pursue any other remedies

that the Required Holders may have under applicable law (excluding forced redemptions outside the control of the Corporation) and/or

in non-monetary equity; and (ii) the Series A Holders shall have the right to seek and receive injunctive relief from a court or

an arbitrator prohibiting the Corporation from issuing any of its Common Stock or Preferred Stock to any party.

(c)

Expenses.

In the event that any Series A Holder incurs expenses in the enforcement of its rights hereunder, including but not limited to reasonable

attorneys’ fees, then the Corporation shall immediately reimburse such Series A Holder the reasonable costs thereof.

Section

13. Definitions. In addition to the terms defined elsewhere in this Certificate of Designation, the following terms, as used herein,

have the following meanings:

(a)

“Affiliate”

means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common

Control with, the specified Person.

(b)

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or

required by law to remain closed.

(c)

“Control”

means (i) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the securities or other equity

interests of a Person having ordinary voting power, (ii) the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a Person, by contractor otherwise, or (iii) being a director, officer, executor,

trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

(d)

“Equity

Securities” means Common Stock, Preferred Stock and any option, warrant, or right to subscribe for, acquire or purchase,

or which is convertible into, Common Stock or Preferred Stock.

(e)

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulation promulgated thereunder.

(f)

“Exchange

Agreement” means that certain Exchange Agreement, dated June 5, 2026, by and between the Corporation and Streeterville.

(g)

“Exempt

Issuance” means Equity Securities issued: (i) under any equity incentive plan, stock option plan, or employee stock purchase

plan adopted by the Company’s Board of Directors (or a compensation committee thereof) existing on the date hereof or approved

by the shareholders of the Company, for the benefit of employees, officers, directors, or consultants of the Company and (ii) upon

the exercise, exchange, or conversion of any convertible securities, options, or warrants outstanding on the date hereof, provided

that the terms of such securities are not amended, modified, or waived in any manner after the date hereof.

(h)

“Fundamental

Transaction” means: (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger

or consolidation of the Corporation with or into another Person other than any subsidiary or any Affiliate of the Corporation, whereby

the stockholders of the Corporation immediately prior to such merger or consolidation do not own, directly or indirectly, at least

fifty percent (50%) of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Corporation,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,

tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%)

or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects

any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the

Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly

or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination

(including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person

or group of Persons whereby such other Person or group acquires more than fifty percent (50%) of the outstanding shares of Common

Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated

with the other Persons making or party to, such stock or share purchase agreement or other business combination).

(i)

“Issuance

Date” means the date that the applicable shares of Series A Stock are issued to a Series A Holder.

(j)

“Liabilities”

means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed

or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute,

contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost

or expense.

(k)

“Person”

means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or

organization, including a government or political subdivision or any agency or instrumentality thereof.

(l)

“Restricted

Issuance” means the (i) the issuance, incurrence or guaranty of any debt or additional Liabilities, other than trade payables

incurred in the ordinary course of business, (ii) the issuance of (a) any Equity Securities of the Corporation, including, without

limitation any Common Stock or any class or series of Preferred Stock; or (b) any securities that are convertible into or exchangeable

for shares of Common Stock or any class or series of Preferred Stock, other than in each of the foregoing clauses (i) and (ii), for

any such issuances or sales to a Series A Holder as contemplated in this Certificate of Designation or otherwise to a Series A Holder

or any of its Affiliates. For the avoidance of doubt, the issuance of Common Stock under, pursuant to, in exchange for or in connection

with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of

shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not

limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar

settlement or exchange. Notwithstanding the foregoing to the contrary, no Exempt Issuance shall be a Restricted Issuance.

(m)

“Securities

Act” means the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.

(n)

“Streeterville”

means Streeterville Capital, LLC, a Utah limited liability company.

(o)

“Threshold

Amount” means $2,500,000 in aggregate gross proceeds received by the Corporation following the date of the Exchange Agreement

from the issuance of new Equity Securities or pursuant to that certain unsecured, convertible promissory note, dated May 7, 2026,

by the Corporation in favor of V-Co Investors 4 LLC (which shall not remain outstanding following the Outside Date).

Section

14. Miscellaneous.

(a)

Legend.

Any certificates representing the Series A Stock shall bear a restrictive legend in substantially the following form (and a stop

transfer order may be placed against transfer of such stock certificates):

THE

SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR

QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED,

OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL

REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED

BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

(b)

Series

A Stock Not Transferrable. No Series A Holder may sell, assign, transfer, convey, gift, pledge, hypothecate, encumber, or otherwise

dispose of, whether voluntarily or involuntarily, by operation of law or otherwise (each, a “Transfer”), any shares

of Series A Stock or any beneficial interest therein, without the prior written consent of the Corporation. Any Transfer or attempted

Transfer in violation of this Section 14(b) shall be null and void ab initio, and shall not be recognized by the Corporation.

(c)

Uncertificated

Shares Lost or Mutilated Series A Stock Certificate. The Series A Stock may be issued to each Series A Holder in uncertificated

(book entry) form by the stock transfer agent of the Corporation or in certificated form. If any certificate for the Series A Stock

held by the Series A Holder thereof shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in

exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen

or destroyed certificate, a new certificate for the share of Series A Stock so mutilated, lost, stolen or destroyed but only upon

receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested,

all reasonably satisfactory to the Corporation.

(d)

Interpretation.

If the Corporation or any Series A Holder shall commence an action or proceeding to enforce any provisions of this Certificate of

Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(e)

Waiver.

Any waiver by the Corporation or the Series A Holder of a breach of any provision of this Certificate of Designation shall not operate

as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate

of Designation. The failure of the Corporation or the Series A Holder to insist upon strict adherence to any term of this Certificate

of Designation on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist

upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver must be in writing.

(f)

Severability.

If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation

shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable

to all other Persons and circumstances.

[Signature

Page Follows]

WITNESS WHEREOF, Vivos Therapeutics, Inc., a Delaware corporation, has caused this Certificate of Designation to be signed by a duly

authorized officer on June __, 2026.

Vivos Therapeutics, Inc.

Name:

Kirk Huntsman

Title:

Chief Executive Officer

Exhibit

AMENDMENT

TO SECURED PROMISSORY NOTE

This

Amendment to Secured Promissory Note (this “Amendment”) is entered into as of June __, 2026, by and between Streeterville

Capital, LLC, a Utah limited liability company (“Lender”), and Vivos Therapeutics, Inc., a Delaware corporation (“Borrower”).

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note (as defined below).

Borrower previously issued to Lender that certain Secured Promissory Note in the original principal amount of $8,225,000.00 dated June

9, 2025 (the “Note”) pursuant to that the certain Note Purchase Agreement between Borrower and Lender (the “Note

Purchase Agreement,” and together with the Note and all documents entered into in connection therewith, the “Transaction

Documents”).

Lender and Borrower have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to extend

the Maturity Date, reduce the Maximum Monthly Redemption Amount (as defined below), and insert a new “Limited Redemption”

section.

This Amendment is entered into by and between Borrower and Lender pursuant to that certain Exchange Agreement, dated June __, 2026, between

Lender and Borrower (the “Exchange Agreement”).

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and

accurate and are hereby incorporated into and made a part of this Amendment.

Conditionality of Amendment. The amendments set forth in this Amendment are expressly conditioned upon Borrower completing a common

equity financing where Borrower receives gross proceeds of at least $2,600,000 (the “Financing”) on or before June

15, 2026 (the “Outside Date”). Unless and until the Financing is completed on or before the Outside Date, this Amendment

shall be of no force or effect, no amendment, waiver, modification or other change to the Note shall be deemed to have occurred, and

the Note shall remain in full force and effect in accordance with its existing terms. Immediately upon consummation of the Financing,

this Amendment shall automatically become effective and the Note modified accordingly.

Maturity Date. Upon completion of the Financing by the Outside Date, the Maturity Date will automatically be extended to June

10, 2027.

Limited Redemptions. Upon completion of the Financing by the Outside Date, Section 4 of the Note will automatically be deleted

in its entirety and replaced with the following:

“4.

Redemptions.

23.1.

Monthly Redemptions. Beginning on December 10, 2025, Lender shall have the right, exercisable at any time in its sole and absolute

discretion, to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption Amount”) per calendar

month by providing written notice to Borrower (each, a “Redemption Notice”). For the avoidance of doubt, Lender may

submit to Borrower one (1) or more Redemption Notices in any given calendar month up to the Maximum Monthly Redemption Amount. Upon receipt

of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in cash within three (3) Trading Days.

23.2.

Redemption Standstill. Notwithstanding the foregoing or anything other provision herein or in any related agreement or instrument

to the contrary, for the period beginning on the effective date of this Amendment and ending September 15, 2026, Lender shall be prohibited

in all instances from engaging in any redemptions of all or any portion of the Maximum Monthly Redemption Amount or the Note generally,

but only so long as no Event of Default (as defined in the Note) has occurred under the Note.

23.3.

Limited Redemptions. Beginning on December 10, 2025, if at any time thereafter a Limited Redemption Event occurs, Lender shall

have the right to submit a Redemption Notice in an amount up to the Maximum Limited Redemption Amount at any time during the applicable

Limited Redemption Window (each, a “Limited Redemption”). Borrower must pay the applicable Limited Redemption amount

to Lender in cash within three (3) Trading Days of delivery of the applicable Redemption Notice. For the avoidance of doubt, Limited

Redemptions will not count toward the Maximum Monthly Redemption Amount.”

Additional Definitions. Upon the occurrence of a Financing by the Outside Date, the following definitions shall be added in alphabetical

order in Attachment 1 – Definitions, with other definitions in such attachment being renumbered accordingly:

(a)

“Limited Redemption Event” means that on any given Trading Day the Common Shares trade at a price that is at least

ten percent (10%) greater than the Nasdaq Minimum Price for such Trading Day.

(b)

“Limited Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending on

the date that is five (5) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one

(1) Limited Redemption Window may be open at the same time.

(c)

“Maximum Limited Redemption Amount” means ten percent (10%) of the cumulative daily dollar trading volume on the Trading

Day that a Limited Redemption Event occurs; measured as the cumulative dollar trading volume on all exchanges beginning at 4:01 PM Eastern

Time on the Trading Day before the occurrence of the Limited Redemption Event and ending at 4:00 PM Eastern Time on the Trading Day during

which the Limited Redemption Event occurs.

(d)

“Maximum Monthly Redemption Amount” means $225,000.00.

(e)

“Nasdaq Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d).

Representations and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates,

successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a)

Borrower has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein,

all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice

to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations

of Borrower hereunder.

(b)

There is no fact known to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment which would materially

and adversely affect the understanding of Lender expressed in this Amendment or any representation, warranty, or recital contained in

this Amendment.

(c)

Except as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment

nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify,

waive, or otherwise affect the liability and obligations of Borrower under the terms of the Transaction Documents.

(d)

Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes

of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected

with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to

the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of

any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff,

rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims,

actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of

this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability

for any matter or precedent upon which any claim or liability may be asserted.

Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever

has been or shall be given by Lender to Borrower in connection with the amendment to the Note granted herein.

Other Terms Unchanged. The Note, as amended by this Amendment remains and continues in full force and effect, constitutes legal,

valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the

Note after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between

the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this

Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver

of, or as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof. For the avoidance

of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Note.

No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity

holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers,

directors, or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making its decision to

enter into the transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise

of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.

10.

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf

or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11.

Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in

order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

LENDER:

Streeterville Capital, LLC

By:

John Fife,

President

BORROWER:

Vivos Therapeutics, Inc.

By:

R. Kirk Huntsman,

CEO

[Signature

Page to Amendment to Secured Promissory Note]

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

Vivos

Therapeutics Announces Binding Agreement for Senior Debt-to-Equity Exchange of Up to $4.5 Million from Streeterville Capital to Support

Continued Nasdaq Listing

LITTLETON,

Colo., June 5, 2026

–

Vivos Therapeutics, Inc. (“Vivos” or the “Company’’) (NASDAQ: VVOS), a leading medical

device and healthcare services company focused on the treatment of breathing-related sleep disorders and associated chronic health conditions,

including obstructive sleep apnea (“OSA”), today announced that it has entered into a binding agreement with its senior,

secured lender, Streeterville Capital, LLC (Streeterville) to exchange up to $4.5 million of its outstanding debt into a combination

of perpetual, nonconvertible preferred stock and shares of common stock of the Company.

addition, the agreement includes commitments from Streeterville to suspend any calls for repayments of its debt and any sales of Company

securities for 90 and 60 days, respectively, from the date the debt-to-equity exchange becomes effective.

June 2025, Vivos completed the acquisition of the operating assets of The Sleep Center of Nevada (SCN), the largest operator of medical

sleep centers in Nevada, marking the Company’s first major acquisition of a sleep testing center and associated medical sleep practice.

The transaction, supported by debt financing from Streeterville and an equity investment from an affiliate of existing Vivos investor,

New Seneca Partners, transformed the Company’s business model and its revenue and earnings potential.

The

debt-to-equity exchange will be supported by, and is contingent on the completion of one or more qualifying equity financings on terms

acceptable to the Company. There can be no assurance that any such financing will be completed, that the conditions to Streeterville’s

exchange will be satisfied, or that any debt will ultimately be exchanged as contemplated.

The

conversion of Streeterville’s debt into preferred and common stock, combined with the contemplated equity raise, is intended to

improve the Company’s stockholders’ equity and advance its stockholders’ equity remediation plan to comply with Nasdaq’s

listing standards. The transactions would, if consummated, also lower the Company’s debt service obligations, including suspending

them for 90 days, which is expected to assist the Company’s cash flows and support liquidity.

This

press release is being issued for informational purposes only and does not constitute an offer to sell or the solicitation of an offer

to buy any securities. Any securities offering, if undertaken, will be made only pursuant to applicable securities laws and definitive

offering documents.

About

Vivos Therapeutics, Inc.

Vivos

Therapeutics, Inc. (NASDAQ: VVOS) is a medical technology and healthcare services company focused on developing and commercializing

innovative diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities

such as obstructive sleep apnea (OSA) and snoring in adults. Vivos’ devices have been cleared by the U.S. Food and Drug Administration

(FDA) for adult patients diagnosed with all severity levels of OSA and moderate-to-severe OSA in children ages 6 to 17. Vivos’

groundbreaking Complete Airway Repositioning and Expansion (CARE) devices are the only FDA 510(k) cleared technology for treating

severe OSA in adults and the first to receive clearance for treating moderate to severe OSA in children.

OSA

affects over 1 billion people worldwide, yet 80% or more remain undiagnosed and unaware of their condition. This chronic disorder is

not just a sleep issue—it is closely linked to many serious chronic health conditions. While the medical community has made strides

in treating sleep disorders, breathing and sleep health remain areas that are still not fully understood. As a result, legacy OSA treatments

like CPAP are often mechanistic and fail to address the root causes of OSA.

Founded

in 2016 and based in Littleton, Colorado, Vivos is working to change this. Through innovative technology, education, and acquisitions

of, or commercial collaborations with, sleep healthcare providers, Vivos is empowering healthcare providers to address the complex needs

of OSA patients more thoroughly.

Vivos

calls the use of its appliances and protocols to treat OSA The Vivos Method, which offers a proprietary, clinically effective

solution that is nonsurgical, noninvasive, and nonpharmaceutical, providing hope to allow patients to Breathe New Life.

For

more information, visit www.vivos.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release, and statements of the Company’s management and third parties (including Seneca) made in connection therewith contain

“forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the

Securities Exchange Act of 1934, as amended) concerning future events. Words such as “may”, “should”, “expects”,

“projects,” “intends”, “plans”, “believes”, “anticipates”, “hopes”,

“estimates”, “aim,” “goal” and derivations of such words and similar expressions about the future

are intended to identify forward-looking statements. These statements involve significant known and unknown risks and are based upon

several assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond

Vivos’ control. Actual results (including the actual benefits of the debt restructuring, potential equity raise, the Company’s

new model described herein and actual revenue and cash flow results) may differ materially and adversely from those expressed or implied

by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: (i)

the risk that Vivos may be unable to raise the required new equity timely or in sufficient amounts, which would cause the commitment

debt-to-equity exchange to become null and void; (ii) the risk that Vivos may be unable benefit fully or at all from the transactions

discussed herein, even if they are consummated, (iii) the risk that Vivos may be unable to implement revenue, sales and marketing strategies

and other strategies that increase revenues, (iv) the risk that some patients may not achieve the desired results from using Vivos products,

(v) risks associated with regulatory scrutiny of and adverse publicity in the sleep apnea treatment sector; (vi) the risk that Vivos

may be unable to secure additional financings on reasonable terms when needed, if at all, or maintain its Nasdaq listing due to, among

other things, a deficiency in its stockholders’ equity; (vii) market and other conditions, and (viii) other risk factors described

in Vivos’ filings with the SEC. Vivos’ filings can be obtained free of charge at https://vivos.com/investors/sec-filings/.

Except to the extent required by law, Vivos expressly disclaims any obligations or undertaking to release publicly any updates or revisions

to any forward-looking statements contained herein to reflect any change in Vivos’ expectations with respect thereto or any change

in events, conditions, or circumstances on which any statement is based.

Vivos

Investor Relations and Media Contact:

Jennifer

Hauser

Investor

Relations Contact

investors@vivoslife.com

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Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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dei_EntityAddressAddressLine1

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Balance Type:

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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Name:

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Namespace Prefix:

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Period Type:

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- Definition

Name of the City or Town

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No definition available.

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Name:

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Balance Type:

Period Type:

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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Name:

dei_EntityAddressStateOrProvince

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Period Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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Data Type:

dei:edgarStateCountryItemType

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

dei_Security12bTitle

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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