Form 8-K/A

8-K/A — Vivos Therapeutics, Inc.

Accession: 0001493152-26-041807

Filed: 2026-09-08

Period: 2026-09-02

CIK: 0001716166

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 2, 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 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. ☐

Explanatory Note

Vivos

Therapeutics, Inc. (the “Company”) is filing this Amendment (the “Amendment”) to its Current Report on Form 8-K

dated September 4, 2026 and filed with the Securities and Exchange Commission on September 8, 2026 the (the “Original 8-K”)

to correct the date of the Original 8-K. The Original Form 8-K used August 31, 2026 as the Date of Report. The transactions disclosed

under Items 1.01 and 3.02 were consummated on September 2, 2026. This Amendment is being filed solely to reflect September 2, 2026 as

the Date of Report and to amend Items 1.01 and 3.02 thereof to reflect the fact that the transactions reported in the Original 8-K were

consummated on September 2, 2026.

Item

1.01 Entry into a Material Definitive Agreement.

previously reported, the Company previously sold and issued to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”),

a Secured Promissory Note with an original issuance date of June 9, 2025 in the original principal amount of $8,225,000 (as amended by

that certain Amendment to Secured Promissory Note dated June 5, 2026, and as reinstated and modified by that certain letter agreement

dated June 18, 2026, the “Streeterville Note”). As also previously reported, the Company has previously satisfied redemption

obligations under, and exchanged portions of, the Streeterville Note through the issuance of equity securities in reliance on the exemption

from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), including

(i) between December 4, 2025 and May 13, 2026, the issuance of an aggregate of 785,822 shares of the Company’s common stock, par

value $0.0001 per share (the “Common Stock”), in satisfaction of $975,000 of redemption obligations pursuant to exchange

agreements between the Company and Streeterville, and (ii) on August 4, 2026, pursuant to that certain Exchange Agreement dated June

5, 2026 between the Company and Streeterville, the exchange of $3,250,000 of principal of the Streeterville Note for 2,500 shares of

the Company’s Series B Non-Convertible Preferred Stock and 1,812,031 shares of Common Stock.

The

Company entered into twelve (12) separate exchange agreements with Streeterville, each dated to be effective as of August 31,

2026 and each substantially in the form of Exchange Agreement filed as Exhibit 10.1 hereto (collectively, the “Exchange Agreements”).

Pursuant to the Exchange Agreements, the Company and Streeterville partitioned an aggregate of $2,861,270.00 of the outstanding principal

balance of the Streeterville Note into twelve (12) separate secured promissory notes (the “Partitioned Notes”), and the outstanding

balance of the Streeterville Note was reduced by a corresponding aggregate amount. Streeterville agreed to surrender each Partitioned

Note to the Company in exchange for the issuance by the Company to Streeterville of an aggregate of up to 11,445,080 shares of Common

Stock (the “Exchange Shares”), with the number of Exchange Shares issuable under each Exchange Agreement determined by dividing

the initial principal amount of the applicable Partitioned Note the exchange price per share (an average of $0.25 per share), which exchange

price was, in each case, equal to or greater than the “Minimum Price” of the Common Stock, as defined in Nasdaq Listing Rule

5635(d). Each of the exchange transactions was consummated on September 2, 2026. The principal amount of each Partitioned Note

and the number of Exchange Shares issued in each of the twelve exchanges are as follows:

Exchange

Partitioned

Note Principal Amount

Exchange

Shares Issued

$ 238,995.00

955,980

$ 240,106.50

960,426

$ 241,218.25

964,873

$ 242,329.75

969,319

$ 243,441.50

973,766

$ 244,553.00

978,212

$ 237,883.50

951,534

$ 236,771.75

947,087

$ 235,660.25

942,641

$ 234,548.50

938,194

$ 233,436.75

933,747

$ 232,325.25

929,301

Total

$ 2,861,270.00

11,445,080

Under

each Exchange Agreement, Streeterville will surrender the applicable Partitioned Note to the Company for cancellation on the date on

which the related Exchange Shares become “free trading” as provided in such Exchange Agreement, at which time all obligations

of the Company under such Partitioned Note will be deemed fulfilled. The Exchange Shares are to be delivered to Streeterville in accordance with the Exchange Agreements, subject to the

Beneficial Ownership Limitation and the Sell-Down Condition described below.

Each

Exchange Agreement provides that the Company shall not issue, and Streeterville shall not have the right to receive, any Exchange Shares

to the extent that, after giving effect to such issuance, Streeterville, together with its affiliates and any other persons whose beneficial

ownership of Common Stock would be aggregated with Streeterville’s for purposes of Section 13(d) of the Securities Exchange Act

of 1934, as amended, would beneficially own in excess of 4.9% of the number of shares of Common Stock outstanding immediately after giving

effect to such issuance (the “Beneficial Ownership Limitation”); any Exchange Shares that would cause Streeterville to exceed

the Beneficial Ownership Limitation are to be held in abeyance and will not be issued unless and until such issuance would not result

in Streeterville exceeding the Beneficial Ownership Limitation. Accordingly, the 11,445,080 Exchange Shares referred to above are the

maximum number of shares issuable under the Exchange Agreements and are not all outstanding as of the date of this Current Report. Each

Exchange Agreement further prohibits any subsequent exchange between the Company and Streeterville (whether on the same trading day or

otherwise) unless Streeterville has first sold or otherwise disposed of, to persons not affiliated with and not acting in concert with

Streeterville, Exchange Shares issued under such Exchange Agreement and each prior exchange agreement between the parties to the extent

necessary so that Streeterville’s beneficial ownership does not exceed the Beneficial Ownership Limitation (the “Sell-Down

Condition”). Exchange Shares were issued on September 2, 2026 in compliance with the Beneficial Ownership Limitation and

the Sell-Down Condition. The Beneficial Ownership Limitation and the Sell-Down Condition may not be increased, waived, amended or removed

except upon the approval of the Company’s stockholders in accordance with Nasdaq Listing Rule 5635(b).

Following

the exchanges described above, the outstanding principal balance of the Streeterville Note was $3.7 million. Other than the surrender

of the Partitioned Notes, no consideration of any kind was given by Streeterville to the Company in connection with the Exchange Agreements,

and no commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchanges. The Exchange Shares

were issued without restrictive legend in reliance on Section 3(a)(9) of the Securities Act, and, for purposes of Rule 144 under

the Securities Act, the holding period of the Exchange Shares tacks to the June 9, 2025 original issue date of the Streeterville Note.

The

foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the

full text of the form of Exchange Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Pursuant

to Exchange Agreements dated to be effective as of August 31, 2026, the Company, on September 2, 2026, issued an aggregate

of 11,445,080 shares of Common Stock to Streeterville, in twelve separate exchanges as described in Item 1.01 above, in exchange for

the surrender and cancellation of the Partitioned Notes in the aggregate principal amount of $2,861,270. Immediately prior to such issuances,

the Company had 22,164,313 shares of Common Stock issued and outstanding; and following the settlement of such issuances, the Company

had 33,609,393 shares of Common Stock issued and outstanding. The Exchange Shares actually issued represent, in the aggregate,

approximately 52% of the Company’s issued and outstanding Common Stock immediately prior to the exchanges and approximately 34%

immediately following the exchanges and were issued in compliance with the ownership limitations described herein.

The

Exchange Shares were issued in reliance on the exemption from the registration requirements of the Securities Act provided by

Section 3(a)(9) thereof, on the basis that the Exchange Shares are exchanged by the Company with its existing security holder exclusively,

and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. No proceeds were received

by the Company in connection with the exchanges.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1*

Form

of Exchange Agreement, effective as of August 31, 2026, by and between Vivos Therapeutics, Inc. and Streeterville Capital, LLC (incorporated

by reference to the Original 8-K, filed with the SEC on September 8, 2026)

104

Cover

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

* Previously filed.

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:

September 8, 2026

By:

/s/

R. Kirk Huntsman

Name:

R. Kirk Huntsman

Title:

Chief Executive Officer

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Amendment Description

Vivos

Therapeutics, Inc. (the “Company”) is filing this Amendment (the “Amendment”) to its Current Report on Form 8-K

dated September 4, 2026 and filed with the Securities and Exchange Commission on September 8, 2026 the (the “Original 8-K”)

to correct the date of the Original 8-K. The Original Form 8-K used August 31, 2026 as the Date of Report. The transactions disclosed

under Items 1.01 and 3.02 were consummated on September 2, 2026. This Amendment is being filed solely to reflect September 2, 2026 as

the Date of Report and to amend Items 1.01 and 3.02 thereof to reflect the fact that the transactions reported in the Original 8-K were

consummated on September 2, 2026.

Document Period End Date

Sep. 02, 2026

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

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

Entity Address, Postal Zip Code

80120

City Area Code

(866)

Local Phone Number

908-4867

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Title of 12(b) Security

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Trading Symbol

VVOS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

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