UNITED STATES
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CURRENT REPORT
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Item 8.01 Other Information
As previously reported, on November 30, 2023, a Nasdaq Hearings Panel provided Vivos Therapeutics, Inc. (the “Company”) until March 19, 2024 (the “Compliance Date”) to regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”) for continued listing on The Nasdaq Capital Market (“Nasdaq”).
As a result of previously reported capital raising activities completed in November 2023 and February 2024 (including an amendment to a previously issued common stock purchase warrant to eliminate the derivative liability treatment associated with such warrant), the Company believes that, as of the Compliance Date, it regained compliance with the Minimum Stockholders’ Equity Requirement.
The Company has communicated with the Nasdaq staff regarding its status and is awaiting Nasdaq’s confirmation that the Company has regained compliance with the Minimum Stockholders’ Equity Requirement. The Company anticipates that Nasdaq will continue to monitor the Company’s ongoing compliance with the Minimum Stockholders’ Equity Requirement in the normal course and, if at the time of its next periodic report the Company does not evidence continuing compliance, the Company would again be subject to delisting.
The Company further believes that it will need to raise additional equity capital to evidence continuing compliance with the Minimum Stockholders’ Equity Requirement. There is a risk that the Company will be unable to raise sufficient capital to demonstrate such compliance. If the Company fails to achieve ongoing compliance and its Common Stock is delisted by Nasdaq, such delisting will have a material adverse effect on the Company’s stock price, the ability of its stockholders to buy or sell their Common Stock, the ability of the Company to raise capital and on the Company reputation, all of which could make it significantly more difficult to operate the Company.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue” and similar words. Such statements are only predictions and actual events or results may differ materially from those anticipated in these forward-looking statements. You should not place undue reliance on any forward-looking statements. In this report, such forward-looking statements relate to the Company’s efforts to maintain compliance with the Minimum Stockholders’ Equity Requirement. There can be no assurance that 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. The Company does not assume any obligation to update forward-looking statements as circumstances change, except as required by securities laws.
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 THERPEUTICS, INC. | ||
| Dated: May 3, 2024 | By: | /s/ Bradford Amman |
| Bradford Amman | ||
| Chief Financial Officer | ||