UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 | ||
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
If
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.
On May 21, 2025, Vivos Therapeutics, Inc. (the “Company”) entered into a convertible promissory note in favor of V-Co Investors 2 LLC (“V-Co”) in the principal amount of $1,100,000 (the “Note”). V-Co is an affiliate of New Seneca Partners Inc., an existing private equity investor in, and advisor to, the Company.
The purpose of the Note is to provide advanced funding and support to the Company in connection with the Company’s previously announced pending acquisition of The Sleep Center of Nevada (the “SCN Acquisition”). The Company expects to close the SCN Acquisition no later than July 31, 2025 (the “Outside Date”). The principal face value of the Note includes a $100,000 financing fee payment to V-Co, with the effect that $1,000,000 was funded to the Company under the Note.
The Note does not bear any interest, except in the case of an Event of Default, which is defined as (i) the Company’s failure to close the SCN Acquisition by the Outside Date, (ii) the Company fails to pay the principal or any accrued interest under the Note on demand, (iii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement in any material respect contained in the 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 Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year. In the event of an equity financing of the Company (a “Subsequent Financing”), and subject to the closing of SCN Acquisition, prior to the Outside Date, all principal under the Note shall automatically convert dollar-to-dollar, without any further action required on the part of V-Co or the Company, into such equity instruments of the Company as are issued in the Subsequent Financing. Following the Outside Date, the Company may repay all or any portion of the outstanding principal amount and any accrued interest of the Note in whole or in part without penalty.
The Company anticipates effectuating a Subsequent Financing in connection with the closing of the SCN Acquisition, which Subsequent Financing may, but is not required to be, led by V-Co.
Solely in the event of an occurrence of an Event of Default, the Company’s obligations under the Note shall be secured by certain fixed assets and equipment of the Company, as set forth in that certain Security Agreement, dated May 21, 2025, between the Company and V-Co (the “Security Agreement”). The Security Agreement, and all rights and remedies of V-Co thereunder, shall terminate upon the full repayment or conversion of all principal and any accrued interest under the Note without any further action required on the part of V-Co nor the Company.
The foregoing descriptions of the Note and the Security Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the forms of such documents, which are filed as Exhibits 4.1 and 10.1 hereto, respectively, 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 under Item 1.01, to the extent applicable, is hereby incorporated by reference herein.
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, the offer and sale of the 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 Note nor any securities of the Company which may be issued upon conversion of the 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Convertible Promissory Note, dated May 21, 2025, made by the Company in favor of V-Co Investors 2 LLC | |
| 10.1 | Security Agreement, dated May 21, 2025, by and between the Company and V-Co Investors 2 LLC | |
| 104 | Cover Page Interactive Data File (embedded within 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: May 23, 2025 | By: | /s/ Bradford Amman |
| Name: | Bradford Amman | |
| Title: | Chief Financial Officer | |
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
| US$1,100,000.00 | Date of Issuance: May 21, 2025 |
FOR VALUE RECEIVED, VIVOS THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby promises to pay to V-CO INVESTORS 2 LLC, a Wyoming limited liability company, or permitted assigns (the “Lender”) the principal sum of One Million One Hundred Thousand Dollars ($1,100,000) (the “Principal”) together with accrued and unpaid interest thereon (“Interest”), 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.
1. 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 (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 July 31, 2025 (the “Outside Date”) in connection with the Company’s pending acquisition of The Sleep Center of Nevada (“SCN Acquisition”). The Principal reflects $1,000,000 funded by Lender to the Company as of the date hereof plus a bridge financing fee of $100,000.
2. 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.
3. Payment. All payments shall be made in cash in lawful money of the United States of America at the principal office of Lender at Two Towne Square, Suite 810, Southfield, MI 48076, 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.
4. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:
(a) Failure to Complete the SCN Acquisition. The Company does not complete the SCN Acquisition by the Outside Date; or
(b) 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
(c) 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
(d) 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.
5. 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.
| 2 |
In 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.
6. Security. Solely upon the occurrence of an Event of Default, this Note shall become secured by a security interest in, and first priority lien on, the specific equipment of the Company (the “Collateral”) as described in the Security Agreement attached hereto as Exhibit A (the “Security Agreement”). In the Event of Default, the Company agrees to take all action that may be necessary or desirable, or that Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Lender’s security interest in and lien on the Collateral or to enable Lender to protect, exercise or enforce its rights hereunder and in the Collateral. By its signature hereto, and in accordance with this Section 6, the Company hereby authorizes Lender to file against the Company one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Lender.
7. Use of Proceeds. The proceeds of the loan from Lender evidenced by this Note shall be used solely for general working capital purposes (including any expenditures in connection with the Company’s pending SCN Acquisition).
8. Automatic Conversion of the Note Upon Completion of SCN Acquisition.
(a) Automatic Conversion. If the Financing and the SCN Acquisition are 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.
9. 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.
| 3 |
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 and the Security Agreement (up to a maximum of $15,000 in the aggregate) and enforcing any provision under or with respect to this Note and the Security Agreement, 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 and the Security Agreement 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]
| 4 |
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 | |
| 5 |
EXHIBIT A
SECURITY AGREEMENT
See attached.
Exhibit 10.1
SECURITY AGREEMENT
This SECURITY AGREEMENT, dated as of May 21, 2025 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among Vivos Therapeutics, Inc., a Delaware corporation whose address is 7921 SouthPark Drive, Suite 210, Littleton, CO 80120 (the “Grantor”), in favor of V-CO Investors 2 LLC, a Wyoming limited liability company, whose address is Two Towne Square, Suite 810, Southfield, MI 48076 (the “Secured Party”).
WHEREAS, on the date hereof, the Grantor has entered into a Convertible Promissory Note (as amended, supplemented or otherwise modified from time to time, the “Note”), with the Secured Party, pursuant to which the Secured Party, subject to the terms and conditions contained therein, is to make a loan to the Grantor; and
WHEREAS, under the terms of this Agreement, the Grantor desires to grant to the Secured Party (subject to the terms and conditions hereof) a security interest in the Collateral, as defined herein, to secure any and all Secured Obligations, as defined herein.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. All capitalized terms used herein without definitions shall have the respective meanings set forth in the Note. Unless otherwise defined herein, terms used herein that are defined in the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “UCC”) shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.
2. GRANT OF SECURITY INTEREST. For value received, the Grantor hereby grants to the Secured Party, to secure the payment and performance in full of all of the Secured Obligations (as defined in Section 3 of this Agreement), a security interest in and pledges and assigns to the Secured Party the following specific property of the Grantor (the “Collateral”): the equipment and other goods of Grantor expressly set forth on the Collateral Schedule attached hereto and all parts, accessions, additions, replacements, supporting obligations, products, insurance proceeds and all other proceeds thereof.
3. SECURED OBLIGATIONS. This Agreement secures the prompt and full performance and payment of all of the indebtedness, obligations, liabilities, and undertakings of the Grantor to the Secured Party solely under the Note, when due or to become due only upon an Event of Default under the Note (including, all interest, fees (including reasonable attorneys’ fees), costs, and expenses that the Grantor is hereby or otherwise required to pay and perform pursuant to the Note or this Agreement, by law or otherwise accruing before and after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Grantor, whether or not a claim for post-petition interest, fees or expenses is allowed in such proceeding), irrespective of whether for the payment of money, under or in respect of the Note or this Agreement, including instruments or agreements executed and delivered pursuant thereto or in connection therewith (the “Secured Obligations”).
4. LOCATION OF COLLATERAL. The Grantor represents and warrants to the Secured Party that the Collateral is located at the places described on the attached Collateral Schedule and that the Grantor has exclusive possession and control of the Collateral. The Grantor hereby agrees to notify the Secured Party, in writing or via electronic communication, promptly upon any change in the location of any Collateral and provide the Secured Party with the new location of such Collateral.
5. CHANGES IN GRANTOR. The Grantor hereby agrees to notify the Secured Party, in writing or via electronic communication, at least thirty (30) days before any of the following actions: (a) change in the location of the Grantor’s place of business; (b) change in the Grantor’s name; (c) change in the Grantor’s type of organization; (d) change in the Grantor’s jurisdiction of organization; and (e) change in the Grantor’s corporate structure.
6. TRANSFER OF COLLATERAL. Other than in the ordinary course of business consistent with past practice, the Grantor shall not sell, offer to sell, assign, lease, license, or otherwise transfer, or grant, create, permit, or suffer to exist any option, security interest, lien, or other encumbrance in, any part of the Collateral, without the prior written consent of the Secured Party; provided, however, that in all instances the placement of any security interest, lien, or other encumbrance on the Collateral shall require the prior written consent of the Secured Party.
7. GRANTOR REPRESENTATIONS AND WARRANTIES. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Secured Obligations are incurred only for, and the Collateral is to be used only for, commercial purposes and not for personal, family, household, or farming purposes; (c) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (d) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement and (e) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
8. GRANTOR COVENANTS AND INSURANCE. The Grantor hereby grants to the Secured Party the right to inspect the Collateral at any reasonable time, wherever located, provided that the Secured Party gives the Grantor notice within two (2) days of any inspection, however in no case shall notice be required if the Secured Party enters the Grantor’s premises for the purposes of remedying a breach of this Agreement as provided in Section 11 of this Agreement. The Grantor hereby waives presentment, demand, notice of dishonor, protest and notice of protest, and all other related notices. The Grantor agrees: (a) to maintain the Collateral in good order, repair, and condition at all times; (b) not to alter or remove any identifying symbol or number upon the Collateral; (c) to use the Collateral with all reasonable care and caution, and in conformity with all applicable laws, ordinances and regulations; (d) to promptly notify the Secured Party of any loss or damage to any of the Collateral or arising from its use; (e) to timely pay all taxes, judgments, levies, fees, or charges of any kind levied or assessed on the Collateral; (f) to timely pay all rent or mortgage payments of any kind as applicable to any real property upon which any part of the Collateral is located; and (g) to have and maintain at all times a hazard insurance policy on the Collateral underwritten by an insurance company, and in an amount, approved by the Secured Party, but in no way shall the amount of insurance be less than the replacement cost of the Collateral. The insurance procured in this Section shall contain a standard Lender’s Loss Payable Clause in favor of the Secured Party, and provide that the Secured Party will receive at least thirty (30) days’ notice of any cancellation of the policy. The Grantor hereby assigns to the Secured Party all rights to any proceeds of any insurance procured under this Section, and authorizes the Secured Party to receive such payments and execute any and all documents required to receive such payments. If the Grantor fails to provide for the insurance as set out in this Section, the Secured Party, in addition to any remedies as set out in Section 11 of this Agreement, may procure the requisite insurance on the Collateral on its own behalf and charge the Grantor with any and all costs of such procurement.
| 2 |
9. PERFECTION OF SECURITY INTEREST. The Grantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral. The Grantor hereby authorizes the Secured Party to file or record any document necessary to perfect, continue, amend, or terminate its security interest in the Collateral, including, but not limited to, any financing statements, including amendments, authorized to be filed under the UCC, without signature of the Grantor where permitted by law. The Grantor also hereby ratifies any previously filed documents or recordings regarding the Collateral, including but not limited to, any and all previously filed financing statements.
10. POWER OF ATTORNEY. The Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Event of Default and during the continuance of an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to and shall have no liability to the Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.
11. REMEDIES. If an Event of Default shall have occurred and be continuing, the Secured Party may do any or all of the following: (a) declare all Secured Obligations immediately due and payable; (b) enter the Grantor’s premises where the Collateral is located and take possession of the Collateral without demand or legal process; (c) require the Grantor to assemble and make available the Collateral at a specific time and place designated by the Secured Party; (d) sell, lease, or otherwise dispose of the Collateral at any public or private sale in accordance with the law; and (e) enforce payment of the Secured Obligations and exercise any rights and remedies available to the Secured Party under law, including, but not limited to, those rights and remedies available to the Secured Party under Article 9 of the UCC.
12. SECURED PARTY RIGHTS. Any and all rights of the Secured Party provided by this Agreement are in addition to any and all rights available to the Secured Party by law, and shall be cumulative and may be exercised simultaneously. No delay, omission, or failure on the part of the Secured Party to exercise or enforce any of its rights or remedies, either granted under this Agreement or by law, shall constitute an estoppel or waiver of such right or remedy or any other right or remedy. Any and all rights of the Secured Party provided by this Agreement shall inure to the benefit of its successors and assigns permitted under the Note.
| 3 |
13. SEVERABILITY AND MODIFICATION. If any of the provisions in this Agreement is determined to be invalid, illegal, or unenforceable, such determination shall not affect the validity, legality, or enforceability of the other provisions in this Agreement. No waiver, modification or amendment of, or any other change to, this Agreement will be effective unless done so in a separate writing signed by the Secured Party.
14. NOTICES. Any notice or other communication required or permitted to be given under this Agreement, including, without limitation, notices under Section 4 and Section 5 of this Agreement, shall be given and shall become effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a business day, (b) the next business day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York City time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
15. TERMINATION. This Agreement and all rights and remedies of the Secured Party hereunder shall automatically and without any further action of the Secured Party of the Grantor required be terminated, null and void immediately upon the full repayment or conversion of all Principal and any accrued Interest under the Note.
16. ENTIRE AGREEMENT. This Agreement (including all documents referred to herein) represents the entire agreement between the Grantor and the Secured Party, and supersedes all previous understandings and agreements between the Grantor and the Secured Party, whether oral or written, regarding the subject matter hereof.
17. JURISDICTION. This Agreement will be interpreted and construed according to the laws of the State of Delaware, including, but not limited to, the UCC, without regard to choice-of-law rules in any jurisdiction.
[Signature Page Follows]
| 4 |
IN WITNESS WHEREOF, the undersigned Grantor and Secured Party have executed this Security Agreement (Equipment) as of the date first above written.
| GRANTOR | ||
| Vivos Therapeutics, Inc., as Grantor | ||
| By: | /s/ Bradford Amman | |
| Name: | Bradford Amman | |
| Title: | CFO | |
| Address for Notice: | ||
| e-mail: | ||
| SECURED PARTY | ||
| V-CO Investors 2 LLC, as Secured Party | ||
| By: | /s/ Michael C. Skaff | |
| Name: | Michael C. Skaff | |
| Title: | Managing Director | |
| Address for Notice: | ||
| + | ||
| e-mail: | ||
| 5 |
Collateral Schedule
| Description | Date Purchased | Dept | Cost ($) | |||||
| Computer Equipment | ||||||||
| Apple Laptop for Quality Assurance Specialist | 4/22/2022 | AIS | 2,412 | |||||
| Apple Laptop for Airway Intelligence Technician | 6/25/2022 | AIS | 2,193 | |||||
| Microsoft Desktop for VP of Informational and Technology | 10/1/2022 | ISM | 2,686 | |||||
| TOTAL COMPUTER EQUIPMENT – OPS | 7,291 | |||||||
| Furniture and Fixtures | ||||||||
| Carefusion 211, Inc. | 2/21/2019 | OPS | 8,971 | |||||
| Severtson Screens (added after Feb deprec was done) | 2/1/2019 | OPS | 1,921 | |||||
| Start Product Development | 3/8/2019 & 04/25 & 07/27 | OPS | 10,000 | |||||
| Chase #1232 (Micro Center) | 4/11/2019 | OPS | 3,159 | |||||
| Conference Table (Amman expense report) | 4/11/2019 | OPS | 1,030 | |||||
| Vizio TV for board room (chase cc) | 6/30/2019 | OPS | 1,426 | |||||
| DELL SALES & SERVICE - Tech computer | 08/01/2019 | OPS | 1,551 | |||||
| DELL SALES & SERVICE - Tech Computer | 08/01/2019 | OPS | 1,552 | |||||
| PRUSA RESEARCH - New 3D Printer, | 08/02/2019 | OPS | 875 | |||||
| AMAZON.COM*MH5R60CH0 - Air conditioners for Utah Lab | 08/07/2019 | OPS | 641 | |||||
| GIH*GLOBALINDUSTRIALEQ - Racks for the Vivos Tech Center | 08/07/2019 | OPS | 870 | |||||
| Start Product Development - Project 1903 | 8/15, 09/20 & 10/08/19 | OPS | 12,000 | |||||
| Springs Computer Solutions | 9/18/2019 | OPS | 5,700 | |||||
| Micro Center Sales - computer equipment | 11/4/2019 | OPS | 7,060 | |||||
| IDU*INSIGHT DIRECT Ballard laptop - Chase CC | 11/23/2019 | OPS | 2,016 | |||||
| DMI* DELL CORP BUS - Chase CC | 11/27/2019 | OPS | 4,308 | |||||
| APPLE.COM/US - Chase CC | 11/28/2019 | OPS | 2,900 | |||||
| Micro Center Sales Corporation | 12/17/2019 | OPS | 845 | |||||
| Start Product Development | 12/29/2019 | OPS | 2,000 | |||||
| Start Product Development | 12/29/2019 | OPS | 1,000 | |||||
| Start Product Development | 2/26/2020 | OPS | 5,000 | |||||
| Global Equipment.com - Parting Panels for Lab Admins | 4/1/2020 | OPS | 352 | |||||
| PRUSA RESEARCH - New 3D Printer, | 4/1/2020 | OPS | 798 | |||||
| Insight Direct - Lenovo Thnkpad T4900 | 6/11/2020 | OPS | 1,332 | |||||
| Insight Direct - Lenovo Thnkpad T4901 | 6/17/2020 | OPS | 1,332 | |||||
| Amex - Best Buy - Scott Huntsman | 7/17/2020 | OPS | 1,996 | |||||
| Insight Direct USA - HP Eliteone Laptop | 8/10/2020 | OPS | 1,478 | |||||
| Micro Center ( J Ballard Expensify) Laptop & Docking Station | 8/12/2020 | OPS | 2,807 | |||||
| Micro Center (J Ballard Expensify) - Laptop | 8/24/2020 | OPS | 1,880 | |||||
| Amex - Computer | 10/1/2020 | OPS | 1,539 | |||||
| Amex - Computer | 10/1/2020 | OPS | 1,416 | |||||
| Amex - Computer | 10/1/2020 | OPS | 1,580 | |||||
| Maxima XL2 Lab HP System - Henry Schein | 12/4/2020 | OPS | 1,552 | |||||
| Fong Chen Plastic Technology - Tooling Modification | 12/31/2020 | OPS | 2,400 | |||||
| Apple Online Store | 1/12/2021 | OPS | 2,847 | |||||
| iPad - Apple Store - Delmar | 1/23/2021 | OPS | 2,460 | |||||
| 6 |
| Apple Store | 3/2/2021 | OPS | 2,136 | |||||
| Apple Store | 3/12/2021 | OPS | 2,154 | |||||
| Apple Store | 3/14/2021 | OPS | 3,579 | |||||
| EnvisionTec | 4/1/2021 | AIS | 20,109 | |||||
| Sunstone Engineering LLC | 4/1/2021 | AIS | 14,900 | |||||
| Henry Schein, Inc. | 4/23/2021 | AIS | 28,421 | |||||
| Micro Center - Laptop for Linda Garcia (replacement) | 5/18/2021 | OPS | 3,141 | |||||
| GM Instruments | 06/01/2021 | OPS | 20,210 | |||||
| GM Instruments | 06/01/2021 | OPS | 4,664 | |||||
| Micro Center - Laptop for Acctg | 7/12/2021 | OPS | 2,849 | |||||
| GM Instruments - NR6 System Console & SW | 9/1/2021 | OPS | 23,579 | |||||
| Dell Technologies - Allenware x15 R1 laptop - Aaron Stevens | 1/10/2022 | AIS | 3,668 | |||||
| Micro Center - MSI E13 (J. Ballard’s laptop) | 1/29/2022 | ISM | 2,029 | |||||
| Great Lakes Dental Lab Equipment | 2/10/2022 | AIS | 5,887 | |||||
| Dell Technologies - Allenware x15 R1 laptop - Rachael Meek | 2/18/2022 | AIS | 3,169 | |||||
| Stratasys - DentaJet Printer Modeling Starter Pkg | 6/1/2023 | AIS | 39,000 | |||||
| Stratasys - Water Jet System | 6/1/2032 | AIS | 3,700 | |||||
| Stratasys - How Scale Kit | 6/1/2023 | AIS | 330 | |||||
| Stratasys - Pro Stand | 6/1/2023 | AIS | 1,140 | |||||
| Stratasys - Pro Stand Printer | 6/1/2023 | AIS | 11,640 | |||||
| Assets Purchased-Empowered Dental Lab | 11/6/2018 | AIS | 22,159 | |||||
| ASI Medical Inc - Triton Orthodontic/Hygiene Delivery System Self Contained | 7/15/2024 | OPS | 12,650 | |||||
| TOTAL FURNITURE & FIXTURES - OPS | 331,707 | |||||||
| Tower Road Training Center | ||||||||
| Edward Don & Company, LLC | 4/27/2021 | TVI | 22,199 | |||||
| ASI Dental Specialties | 06/01/2021 | TVI | 10,169 | |||||
| ASI Dental Specialties | 06/01/2021 | TVI | 11,707 | |||||
| BT Axis Office Furniture | 6/10/2021 | TVI | 6,630 | |||||
| ASI Dental Specialties | 06/09/2021 | TVI | 13,106 | |||||
| Smart Desks | 06/11/2021 | TVI | 10,004 | |||||
| Madison Liquidators - Tower Rd | 6/15/2021 | TVI | 4,792 | |||||
| Smart Desks | 06/28/2021 | TVI | 65,033 | |||||
| Smart Desks | 06/28/2021 | TVI | 47,200 | |||||
| Smart Desks | 7/15/2021 | TVI | 10,000 | |||||
| Furniture - Amazon | 7/13/2021 | TVI | 3,392 | |||||
| Furniture - Amazon | 7/14/2021 | TVI | 3,976 | |||||
| Furniture - Amazon | 7/22/2021 | TVI | 2,089 | |||||
| American Furniture Warehouse / Grand Opening / / Furniture for the institute // Vivos Institute Grand Opening | 9/1/2022 | TVI | 2,914 | |||||
| Logic Integration - CO - Low Profile TV Mount & 4K Ultra HD | 9/30/2021 | TVI | 2,204 | |||||
| Logic Integration - CO - Premier 137” Matt White XT1000 | 9/10/2021 | TVI | 10,980 | |||||
| Logic Integration - CO - 20x Optical Zoom Camer | 9/1/2021 | TVI | 622 | |||||
| Smart Desks | 9/1/2021 | TVI | 150 | |||||
| Edward Don - Reclass Take Away Equip - Wire Shelving | 9/30/2021 | TVI | 167 | |||||
| Edward Don - Reclass Take Away Equip - Wire Shelving | 9/30/2021 | TVI | 163 | |||||
| Edward Don - Reclass Take Away Equip - Mobile Plate & Dish Dispenser | 9/30/2021 | TVI | 1,160 | |||||
| 7 |
| Edward Don - Reclass Take Away Equip - Wire Shelving | 9/30/2021 | TVI | 162 | |||||
| Edward Don - Reclass Take Away Equip - Wire Shelving | 9/30/2021 | TVI | 214 | |||||
| Edward Don - Reclass Take Away Equip - 84” Work Table | 9/30/2021 | TVI | 681 | |||||
| Edward Don - Reclass Take Away Equip - Reach In Refrigerator | 9/30/2021 | TVI | 2,574 | |||||
| Edward Don - Reclass Take Away Equip - Electric Convection Oven | 9/30/2021 | TVI | 3,256 | |||||
| Edward Don - Reclass Take Away Equip - Electric Convection Oven | 9/30/2021 | TVI | 3,491 | |||||
| Edward Don - Reclass Take Away Equip - 18” Work Table | 9/30/2021 | TVI | 105 | |||||
| Edward Don - Reclass Take Away Equip -Blue Hose Gas Connector | 9/30/2021 | TVI | 236 | |||||
| Edward Don - Reclass Take Away Equip - Equip Stand | 9/30/2021 | TVI | 467 | |||||
| Edward Don - Reclass Take Away Equip - Gas Hotplate | 9/30/2021 | TVI | 1,064 | |||||
| Edward Don - Reclass Take Away Equip - Blue Hose Gas Connector | 9/30/2021 | TVI | 236 | |||||
| Edward Don - Reclass Take Away Equip - Blue Hose Gas Connector | 9/30/2021 | TVI | 150 | |||||
| Edward Don - Reclass Take Away Equip - Gas Charbroiler | 9/30/2021 | TVI | 938 | |||||
| Edward Don - Reclass Take Away Equip - Mobile Heated Cabinet | 9/30/2021 | TVI | 2,236 | |||||
| Edward Don - Reclass Take Away Equip - Ice Maker | 9/30/2021 | TVI | 4,809 | |||||
| Edward Don - Reclass Take Away Equip - Wire Shelving | 9/30/2021 | TVI | 245 | |||||
| Edward Don - Reclass Take Away Equip - Reach In Freezer | 9/30/2021 | TVI | 3,089 | |||||
| Edward Don - Reclass Take Away Equip - Reach In Refrigerator | 9/30/2021 | TVI | 5,738 | |||||
| Edward Don - Reclass Take Away Equip - Mobile Plate & Dish Dispenser | 9/30/2021 | TVI | 1,160 | |||||
| Edward Don - Reclass Take Away Equip - Salad Bar Station | 9/30/2021 | TVI | 32,426 | |||||
| Edward Don - Reclass Take Away Equip - Hot Food Well Unit | 9/30/2021 | TVI | 720 | |||||
| Edward Don - Reclass Take Away Equip - Cold Food Well Unit | 9/30/2021 | TVI | 5,813 | |||||
| Edward Don - Reclass Take Away Equip - Cold Food Well Unit | 9/30/2021 | TVI | 2,436 | |||||
| Edward Don - Reclass Take Away Equip - Ice & Water Dispenser | 9/30/2021 | TVI | 5,993 | |||||
| Pete’s Panels - Cubicles for Finance | 9/14/2021 | OPS | 5,952 | |||||
| Amazon - Office Chairs for Finance | 9/14/2021 | OPS | 2,510 | |||||
| Micro Center #181 Retail - Kirk’s WIN laptop | 9/23/2021 | OPS | 2,030 | |||||
| Henry Schein Inc. - E-2 Washing & Polmerizin 220v | 11/3/2021 | OPS | 4,861 | |||||
| Dell Technologies - Round Rock 5 - Discover the Sleep Medicine Revolution Conference Dec 2021 | 11/25/2021 | OPS | 2,297 | |||||
| Global Industrial - Refrigerator | 1/15/2022 | TVI | 5,284 | |||||
| TOTAL FURNITURE & EQUIPMENT - Tower Rd | 329,829 | |||||||
| TOTAL FURNITURE & EQUIPMENT | 661,535 |
| 8 |
| TOOLS / MOLDS FOR APPLIANCES | ||||||||
| Fong Chen Plastic Technology Invoice FC210120W and FC210120W REV.1: 50% Downpayment for Tooling Charge - Dental Appliance 3-6 Years | 1/20/2022 | AIS | 4,800 | |||||
| Fong Chen Plastic Technology Invoice FC210120W and FC210120W REV.1: 50% Downpayment for Tooling Charge - Dental Appliance 7-12 Years | 1/20/2022 | AIS | 4,800 | |||||
| Fong Chen Plastic Technology Invoice FC210120W and FC210120W REV.1: 50% Downpayment for Tooling Charge - Appliance 2-Underbite | 1/20/2022 | AIS | 4,800 | |||||
| Start Product Development Project 2203 - Appliance Size 40 & 50 Design | 10/1/2022 | AIS | 15,700 | |||||
| Start Product Development Project 2204 - Appliance Size 30 Design | 10/1/2022 | AIS | 10,500 | |||||
| Prism Plastics Products, Inc. - VIVOS DYE LOADER PER TOM 8/31/2022 Misc. Comment: | 11/1/2022 | AIS | 10,628 | |||||
| Fong Chen Plastic Technology Invoice FC221117N: 2dn 50% Downpayment for Tooling Charge | 12/1/2022 | AIS | 8,700 | |||||
| Fong Chen Plastic Technology Invoice FC221117P: 2dn 50% Downpayment for Tooling Charge | 12/1/2022 | AIS | 7,500 | |||||
| Prism Plastics Products, Inc. -Tool Setup Charges AISPP202211-01 | 12/13/2022 | AIS | 1,000 | |||||
| Start Product Development Project #2205: 35VG, 45VG, 55VG and 65VG | 1/15/2023 | AIS | 33,500 | |||||
| Project 2301: 25VG and 70VG Appliances | 3/1/2023 | AIS | 17,000 | |||||
| Start Production Development (multiple projects) | 3/27/2023 | AIS | 106,877 | |||||
| Start Production Development (multiple projects) | 4/20/2023 | AIS | 91,098 | |||||
| Prism Plastics Products, Inc. - VG7-02 and VG25-02 | 7/1/2023 | AIS | 13,912 | |||||
| Other | 358 | |||||||
| TOTAL TOOLS/MOLDS | 331,173 | |||||||
| TOTAL FIXED ASSET COLLATERAL | $ | 1,000,000 | ||||||
| 9 |
Cover |
May 23, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 23, 2025 |
| Entity File Number | 001-39796 |
| Entity Registrant Name | Vivos Therapeutics, Inc. |
| Entity Central Index Key | 0001716166 |
| Entity Tax Identification Number | 81-3224056 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 7921 Southpark Plaza |
| Entity Address, Address Line Two | Suite 210 |
| Entity Address, City or Town | Littleton |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80120 |
| City Area Code | (844) |
| Local Phone Number | 672-4357 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | VVOS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |