Form 8-K

8-K — Vivos Therapeutics, Inc.

Accession: 0001493152-26-047841

Filed: 2026-10-21

Period: 2026-10-20

CIK: 0001716166

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): October 20, 2026

VIVOS

THERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-39796

81-3224056

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

7921

Southpark Plaza, Suite 210, Littleton, Colorado 80120

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (866) 908-4867

Not

Applicable

(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, $0.0001 par value per share

VVOS

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company 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

8.01 Other Events.

previously disclosed, in April 2026 Vivos Therapeutics, Inc. (the “Company”) received a deficiency notice from the Listing

Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company did not

comply with the continued listing requirements of Nasdaq Listing Rules 5550(b)(1), 5550(b)(2), or 5550(b)(3), which require a listed

company to maintain a minimum of $2.5 million in stockholders’ equity, a minimum $35 million market value of listed securities,

or a minimum of $500,000 of net income from continuing operations, respectively.

October 20, 2026, the Company received a letter from the Staff stating that, based on the Company’s Current Report on Form 8-K

filed October 19, 2026, the Staff has determined that the Company complies with the minimum stockholders’ equity requirement of

Nasdaq Listing Rule 5550(b)(1). The letter further stated that if the Company fails to evidence compliance upon the filing of its next

periodic report, the Company may be subject to delisting, in which case the Staff would provide written notification to the Company,

which may then appeal the Staff’s determination to a Nasdaq Hearings Panel.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, including statements regarding the Company’s continued compliance with Nasdaq’s continued listing requirements. Forward-looking

statements are subject to risks and uncertainties that could cause actual results to differ materially, including: (i) the risk that

the Company does not evidence compliance with the minimum stockholders’ equity requirement upon the filing of its next periodic

report; (ii) the risk that the Company’s independent registered public accounting firm or Nasdaq reaches conclusions regarding

the Company’s accounting treatment or stockholders’ equity that differ from the Company’s expectations; and (iii) the

other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report

on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date of this Current Report on Form

8-K, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information,

future events or otherwise, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release of Vivos Therapeutics, Inc. dated October 21, 2026 (furnished, not filed)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Date:

October 21, 2026

By:

/s/

Roman Franklin

Name:

Roman Franklin

Title:

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Vivos

Therapeutics Reports Nasdaq Confirmation of Compliance with Continued Listing Shareholders’ Equity Standard

LITTLETON,

Colo., October 21, 2026 — Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (Nasdaq: VVOS), a medical

device and healthcare services company focused on developing and commercializing diagnostic and treatment methods for patients with obstructive

sleep apnea (“OSA”) and other breathing and sleep-related health conditions, today announced receipt of a letter from the

Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on October 20, 2026

stating that the Company currently complies with Listing Rule 5550(b)(1), requiring the Company to maintain stockholders’

equity of at least $2.5 million.

The

Company previously reported the closing of its acquisition of an 11% fully diluted equity interest in SOD Sciences, Inc. (“SOD”)

and a 50% undivided co-ownership interest in SOD’s pseudohypoxia early-warning test. As part of the transaction, the Company issued

12,000 shares of Series C Convertible Preferred Stock with an aggregate stated value of $12,000,000. The preferred stock is convertible

at a fixed conversion price of $0.15 per share into up to 80,000,000 shares of common stock, subject to a 19.99% exchange cap,

pending stockholder approval for lifting the cap, and an initial 4.99% beneficial ownership limitation. The preferred stock

is expected to increase stockholders’ equity by more than $10 million, subject to the Company’s final purchase price accounting

and review by the Company’s independent registered public accounting firm.

Kirk Huntsman, Chairman and Chief Executive Officer of Vivos, stated, “We are pleased to receive the compliance letter from Staff

indicating that we are in compliance with Nasdaq’s Stockholders’ Equity Standard required for continued listing on the Nasdaq

Capital Market. While the Company regained compliance with the stockholders’ equity requirement following the closing of the transaction

with SOD, we continue executing our strategy to maintain compliance and grow our business.”

its letter, the Staff stated that, based

on the Company’s Current Report on Form 8-K filed on October 19, 2026, the Staff has determined that the Company is in compliance

with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The letter further stated that if the Company

fails to demonstrate compliance upon the filing of its next periodic report, the Company may be subject to delisting, in which case the

Staff would provide written notification to the Company, which could then appeal the Staff’s determination to a Nasdaq Hearings

Panel.

About

Vivos Therapeutics

Vivos

Therapeutics, Inc. (Nasdaq: VVOS) is a medical technology and healthcare services company dedicated to developing and commercializing

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

including 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. For more information,

visit www.vivos.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section

21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements

include, without limitation, statements regarding the expected increase in the Company’s stockholders’ equity and the anticipated

accounting treatment of the Series C Convertible Preferred Stock and the acquired interests; the Company’s continued compliance

with Nasdaq continued listing requirements; the anticipated revenue, margin and profit opportunities; and the projected advantages of

the SOD transaction. Words such as “expects,” “believes,” “intends,” “potential,” “could,”

“may,” “would,” “contemplated” and similar expressions identify forward-looking statements.

These

statements are based on management’s current expectations and remain subject to risks and uncertainties that could cause actual

results to differ materially, including, without limitation, the risks that: (i) the Company’s independent registered public accounting

firm or Nasdaq reaches conclusions regarding the accounting treatment of the transaction or the Company’s stockholders’ equity

that differ from those anticipated; (ii) the Company will be able to maintain such compliance, and the inability of the Company to maintain

such compliance would lead to the delisting of the Company from Nasdaq; (iii) the Company does not regain or maintain compliance with

Nasdaq’s other Nasdaq listing requirements; (iv) the anticipated revenue, margin and other benefits of the SOD transaction are

not realized; (v) stockholder approval of the issuance of common stock upon conversion of the Series C Convertible Preferred Stock in

excess of the exchange cap is not obtained; (vi) conversion of the Series C Convertible Preferred Stock results in dilution to existing

stockholders; and (vii) the other risks described in the Company’s filings with the Securities and Exchange Commission, including

its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Forward-looking

statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise such statements

as result of new information, future events, or otherwise, except as required by law.

Investor

and media contact

Vivos

Therapeutics, Inc.: Investor Relations, investors@vivoslife.com

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