Form 8-K

8-K — Vivos Therapeutics, Inc.

Accession: 0001493152-26-041616

Filed: 2026-09-08

Period: 2026-08-31

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

Documents

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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): August 31, 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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

previously reported, Vivos Therapeutics, Inc. (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.

Effective

as of August 31, 2026, the Company entered into twelve (12) separate exchange agreements with Streeterville, each dated 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). The principal amount of each Partitioned Note and the number of Exchange Shares issuable in each of

the twelve exchanges are as follows:

Exchange

Partitioned

Note Principal Amount

Exchange

Shares Issuable

$ 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”). As a result, although the twelve Exchange Agreements were entered into

as of August 31, 2026, Exchange Shares under later-numbered agreements will be issued only as and when permitted by 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

will be 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.

Effective

as of August 31, 2026, the Company agreed to issue 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 will have 33,609,393 shares of Common Stock

issued and outstanding. The Exchange Shares actually issued, when issued, will 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, provided that the Company shall not issue any shares of Common Stock except in compliance with the ownership

limitations described herein.

The

Exchange Shares are being 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

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:

September 4, 2026

By:

/s/

R. Kirk Huntsman

Name:

R. Kirk Huntsman

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

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.

FORM

OF EXCHANGE AGREEMENT

This

Exchange Agreement (this “Agreement”) is entered into effective as of August 31, 2026 by and between Streeterville

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

Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (as defined below).

A. Borrower

previously sold and issued to Lender that certain Secured Promissory Note with an original

issuance date of June 9, 2025 in the principal amount of $8,225,000.00, as amended by that

certain Amendment to Secured Promissory Note dated June 5, 2026, as reinstated and modified

by that certain letter agreement dated June 18, 2026 (as so amended, the “Original

Note”, and together with all other documents entered into in conjunction therewith,

the “Transaction Documents”).

B. With

the approval of Borrower’s board of directors, Borrower has previously satisfied redemption

obligations under, and exchanged portions of, the Original Note through the issuance of equity

securities, including (i) between December 4, 2025 and May 13, 2026, the issuance of an aggregate

of 785,822 shares of Borrower’s common stock, par value $0.0001 per share, in satisfaction

of $975,000 of redemption obligations pursuant to exchange agreements between Borrower and

Lender, and (ii) on August 4, 2026, pursuant to that certain Exchange Agreement dated June

5, 2026 between Borrower and Lender, the exchange of $3,250,000 of principal of the Original

Note for 2,500 shares of Borrower’s Series B Non-Convertible Preferred Stock and 1,812,031

shares of Borrower’s common stock.

C. Subject

to the terms of this Agreement, Borrower and Lender desire to partition a new Secured Promissory

Note in the original principal amount of $[ ] (the “Partitioned Note”)

from the Original Note and then cause the outstanding balance of the Original Note to be

reduced by an amount equal to the initial outstanding balance of the Partitioned Note.

D. Borrower

and Lender further desire to exchange (such exchange is referred to as the “Note

Exchange”) the Partitioned Note for the delivery of [ ] shares of the Borrower’s

Common Shares, $0.0001 par value (the “Common Stock”, and such [ ] shares

of Common Stock, the “Exchange Shares”), such number of Exchange Shares

having been determined by dividing the initial principal amount of the Partitioned Note by

an exchange price of $[ ] per share (the “Exchange Price”), which Exchange

Price is equal to or greater than the Minimum Price (as defined in Section 3 below), all

according to the terms and conditions of this Agreement.

E. The

Note Exchange will consist of Lender surrendering the Partitioned Note in exchange for the

Exchange Shares, which will be issued free of any restrictive securities legend pursuant

to Rule 144. Other than the surrender of the Partitioned Note, no consideration of any kind

whatsoever shall be given by Lender to Borrower in connection with this Agreement, and no

commission or other remuneration has been or will be paid or given, directly or indirectly,

for soliciting the Note Exchange.

F. Lender

and Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms

and conditions set forth herein.

NOW,

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

1. 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.

2. Partition.

Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby

partitioned from the Original Note. Following such partition of the Original Note, Borrower

and Lender agree that the Original Note shall remain in full force and effect, provided that

the outstanding balance of the Original Note shall be reduced by an amount equal to the initial

outstanding balance of the Partitioned Note.

3. Determination

of Exchange Shares; Minimum Price. It is acknowledged and agreed that the number

of Exchange Shares issued pursuant to this Agreement has been determined by dividing (i)

the entire initial principal amount of the Partitioned Note by (ii) the Exchange Price, and

that the Exchange Price is equal to or greater than the “Minimum Price” of the

Common Stock, as such term is defined in Nasdaq Listing Rule 5635(d), being the lower of

(x) the Nasdaq official closing price of the Common Stock immediately preceding the execution

of this Agreement and (y) the average Nasdaq official closing price of the Common Stock for

the five (5) trading days immediately preceding the execution of this Agreement (the “Minimum

Price”). Lender shall reasonably cooperate with Borrower in Borrower’s documentation

of the pricing of the Note Exchange, including by confirming the date and time of Lender’s

execution and delivery of this Agreement.

4. Issuance

of Shares. Pursuant to the terms and conditions of this Agreement (including Section

5 below), the Exchange Shares shall be delivered to Lender on or before September 1, 2026

and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower

on the Free Trading Date (as defined below). On the Free Trading Date, the Partitioned Note

shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed

fulfilled. All Exchange Shares delivered hereunder shall, to the extent permitted by applicable

law and upon Lender’s satisfaction of any reasonable requirements of the Borrower’s

transfer agent, be delivered via DWAC to Lender’s designated brokerage account. Subject

to applicable securities laws and regulations, Borrower agrees to provide all reasonably

necessary cooperation or assistance that may be required to cause all Exchange Shares delivered

hereunder to become Free Trading as soon as practicable in compliance with applicable law

(the first date such occurs, the “Free Trading Date”). For purposes hereof,

the term “Free Trading” means that (a) the Exchange Shares have been cleared

and approved for public resale by the compliance departments of Lender’s brokerage

firm and the clearing firm servicing such brokerage, and (b) such shares are held in the

name of the clearing firm servicing Lender’s brokerage firm and have been deposited

into such clearing firm’s account for the benefit of Lender.

5. Beneficial

Ownership Limitation. Notwithstanding anything to the contrary contained in this

Agreement, Borrower shall not issue, and Lender shall not have the right to receive, any

Exchange Shares to the extent that, after giving effect to such issuance, Lender, together

with its affiliates and any other persons whose beneficial ownership of Common Stock would

be aggregated with Lender’s for purposes of Section 13(d) of the Securities Exchange

Act of 1934, as amended (the “1934 Act”), and Rule 13d-3 promulgated thereunder,

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 Lender to exceed the Beneficial Ownership Limitation

shall be held in abeyance and shall not be issued, and Lender shall have no right to receive

such shares, unless and until such time, if ever, as the issuance thereof would not result

in Lender exceeding the Beneficial Ownership Limitation. For purposes of calculating the

Beneficial Ownership Limitation, beneficial ownership of Common Stock will be determined

pursuant to Section 13(d) of the 1934 Act and Rule 13d-3 promulgated thereunder.

6. Sell-Down

Condition; Subsequent Exchanges. Borrower shall not execute, and Lender shall not

request that Borrower execute, any Note Exchange or exchange agreement with Lender subsequent

to this Agreement (whether on the same trading day or otherwise) unless and until Lender

shall have sold or otherwise disposed of, to persons not affiliated with and not acting in

concert with Lender, all Exchange Shares issued hereunder and under each prior exchange agreement

between the parties (or such portion thereof) such that, immediately prior to and after giving

effect to the exchange contemplated by such subsequent exchange agreement, the beneficial

ownership of Lender (determined as set forth in Section 5 above) does not exceed the Beneficial

Ownership Limitation (the “Sell-Down Condition”).

7. Non-Waivability.

Notwithstanding Section 19 (Amendments) or any other provision of this Agreement, the Beneficial

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

removed except upon the approval of Borrower’s stockholders in accordance with Nasdaq

Listing Rule 5635(b), and any purported increase, waiver, amendment or removal in contravention

of the foregoing shall be null and void ab initio.

8. Closing.

The closing of the transaction contemplated hereby (the “Closing”) along

with the delivery of the Exchange Shares to Lender shall occur on the date that is mutually

agreed to by Borrower and Lender by means of the exchange by email of .pdf documents, but

shall be deemed to have occurred at the offices of Capital Law Partners PLLC in Lehi, Utah.

9. Holding

Period, Tacking and Legal Opinion. Lender and Borrower agree 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 Lender’s holding period of the Original Note from June

9, 2025, which date is the date that the Original Note was originally issued. Borrower agrees

not to take a position contrary to this Section 9 in any document, statement, setting, or

situation. Borrower agrees to take all action reasonably necessary to issue the Exchange

Shares without restriction, and not containing any restrictive legend without the need for

any action by Lender; provided that the applicable holding period has been met and provided

further that Lender shall cooperate with the reasonable requirements of the transfer agent

and counsel to the Borrower in connection therewith. In furtherance thereof, prior to the

Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the

Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions

or current public information requirements; and (b) the transactions contemplated hereby

and all other documents associated with this transaction comport with the requirements of

Section 3(a)(9) of the Securities Act. Borrower represents that it is in full compliance

with the tests and standards set forth in Rule 144(i)(2) as of the date of this Agreement.

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. Each of Lender and Borrower acknowledges and understands

that the representations and agreements in this Section 9 are a material inducement to each

party’s decision to consummate the transactions contemplated herein.

10. Representations,

Warranties and Agreements of Borrower. 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, (c) 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, (d) 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, (e) Borrower has

not received any consideration in any form whatsoever for entering into this Agreement, other

than the surrender of the Partitioned Note, and (f) 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.

11. Representations,

Warranties and Agreements of Lender. 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) after giving effect to the issuance of the Exchange Shares, Lender,

together with its affiliates and any other persons whose beneficial ownership of Common Stock

would be aggregated with Lender’s for purposes of Section 13(d) of the 1934 Act and

Rule 13d-3 promulgated thereunder, will not beneficially own Common Stock in excess of the

Beneficial Ownership Limitation, (d) Lender has sold or otherwise disposed of, to persons

not affiliated with and not acting in concert with Lender, all shares of Common Stock issued

to Lender in each prior exchange with Borrower to the extent required to satisfy the Sell-Down

Condition with respect to the Note Exchange, and (e) any public sale by Lender of all or

any portion of the Exchange Shares shall be undertaken in compliance with Rule 144.

12. Arbitration.

By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions

(as defined in that certain Note Purchase Agreement dated June 9, 2025 between Lender and

Borrower (the “Purchase Agreement”)) set forth as an exhibit to the Purchase

Agreement and the parties agree to submit all Claims (as defined in the Purchase Agreement)

arising under this Agreement or any Transaction Document or other agreement between the parties

and their affiliates to binding arbitration pursuant to the Arbitration Provisions.

13. 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.

14. Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all

signing parties had signed the same document. All counterparts shall be construed together

and constitute the same instrument. The exchange of copies of this Agreement and of signature

pages by facsimile transmission or other electronic transmission (including email) shall

constitute effective execution and delivery of this Agreement as to the parties and may be

used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted

by facsimile transmission or other electronic transmission (including email) shall be deemed

to be their original signatures for all purposes.

15. 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 prevailing party shall therefore 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. Nothing herein shall restrict or impair an arbitrator’s or a court’s

power to award fees and expenses for frivolous or bad faith pleading.

16. No

Reliance. Each party acknowledges and agrees that neither the other party nor any

of such other party’s officers, directors, members, managers, equity holders, representatives

or agents has made any representations or warranties to the party or any of its agents, representatives,

officers, directors, or employees except as expressly set forth in this Agreement and the

Transaction Documents and, in making its decision to enter into the transactions contemplated

by this Agreement, the party is not relying on any representation, warranty, covenant or

promise of the other party or such other party’s officers, directors, members, managers,

equity holders, agents or representatives other than as set forth in this Agreement.

17. 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.

18. Entire

Agreement. This Agreement, together with the Transaction Documents, and all other

documents referred to herein, supersedes all other prior oral or written agreements between

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.

19. Amendments.

Subject to Section 7 (Non-Waivability), 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.

20. 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, including its financing sources, in whole or in part;

provided that any such assignee shall take subject to, and shall be bound by, this Agreement

to the same extent as Lender. Neither party shall assign this Agreement or any of its obligations

herein without the prior written consent of the other party.

21. Continuing

Enforceability; Conflict Between Documents. Except as otherwise modified by this

Agreement, 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.

22. Time

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

Agreement.

23. 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.

24. 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.

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

BORROWER:

VIVOS THERAPEUTICS, INC.

By:

Roman Franklin,

CFO

LENDER:

STREETERVILLE CAPITAL, LLC

By:

John M.

Fife, President

[Signature

Page to Exchange Agreement]

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Aug. 31, 2026

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Vivos

Therapeutics, Inc.

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Southpark Plaza

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