M&A - Vivos Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-06-13

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225015115

Filing Summary: On June 10, 2025, Vivos Therapeutics, Inc. completed the acquisition of The Sleep Center of Nevada (SCN) as part of a Purchase Agreement initiated on April 15, 2025. The total consideration for the acquisition included a cash payment of $6.0 million, 607,287 shares of restricted common stock valued at $1.5 million, and the assumption of certain liabilities. Pending financial milestones, an earn-out payment in restricted stock valued at an additional $1.5 million may be required. The acquisition integrates the operations of SCN into Vivos through management agreements with its wholly-owned subsidiary, Airway Integrated Management Company, LLC. Additionally, the company entered into a Note Purchase Agreement for a secured promissory note of $8.25 million to fund the acquisition. The financing includes an interest rate of 9% and has a maturity date of 18 months from the issuance. A Securities Purchase Agreement was also executed for a private placement, raising $3.655 million to support the acquisition. The overall efforts are aimed at strengthening Vivos's operational capabilities and expanding its service offerings within the sleep health market.

Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Merger

Type: Update

Accession Number: 000164117225014118

Filing Summary: On June 3, 2025, Vivos Therapeutics, Inc. was formally notified that Moss Adams LLP merged with Baker Tilly US, LLP. Consequently, Moss Adams resigned as the auditors of the Company and Baker Tilly was appointed as the new independent registered public accounting firm. The audit reports from Moss Adams for the years ended December 31, 2024, and 2023 did not contain any adverse opinions or modifications. There were no disagreements with Moss Adams regarding accounting principles or audit procedures during the relevant financial periods. The Company provided a copy of this report to Moss Adams prior to its filing with the SEC and requested confirmation of the statements included.

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225012181

Filing Summary: On May 21, 2025, Vivos Therapeutics, Inc. entered into a convertible promissory note with V-Co Investors 2 LLC for $1,100,000, aimed at supporting the pending acquisition of The Sleep Center of Nevada. This acquisition is expected to close by July 31, 2025. The note's funding includes a $100,000 fee, resulting in a net funding of $1,000,000. Interest on the note only applies in case of an Event of Default, defined by specific failures including bankruptcy or failure to close the acquisition by the expected date. There are provisions for automatic conversion of the note into equity instruments during a Subsequent Financing linked to the acquisition's closing. The note is secured by the company's assets under a separate Security Agreement.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225010874

Filing Summary: Vivos Therapeutics, Inc. reported its first quarter financial results for the period ending March 31, 2025. The company generated a total revenue of $3,016,000, which included $1,813,000 from product revenue and $1,203,000 from service revenue. This marks a decline from the previous year's revenue of $3,419,000. The operating loss increased to $3,918,000, compared to $3,785,000 in the same quarter of 2024. The net loss attributable to common stockholders for the quarter was $3,864,000, resulting in a net loss per share of $0.45. Vivos had 5,889,520 shares of common stock outstanding as of May 15, 2025. The company is focusing on a new marketing and distribution strategy that includes the pending acquisition of The Sleep Center of Nevada, which is contingent on several factors. This acquisition aims to enhance the company’s sales and distribution capabilities for their proprietary oral appliances and therapeutic treatments related to obstructive sleep apnea (OSA). Additionally, Vivos is expanding its partnerships with sleep testing and treatment centers, aiming to drive sales and improve market acceptance of its products.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225005165

Filing Summary: On April 15, 2025, Vivos Therapeutics, Inc. entered into an Asset Purchase Agreement with R.D. Prabhu-Lata K. Shete MDs, LTD. (operating as The Sleep Center of Nevada), to acquire operating assets related to SCN's sleep testing, diagnostics, and treatment centers. The total purchase consideration includes a cash payment of $6 million, shares of restricted common stock valued at $1.5 million, and contingent earn-out consideration of $1.5 million. The acquisition will be financed through a senior debt facility and potentially equity financing. The transaction is expected to close in the current quarter or the third quarter of 2025, subject to specific closing conditions. Additionally, agreements will be established to maintain compliance with medical practice regulations, including an employment agreement with Dr. Prabhu Rachakonda, providing him with an annual salary of $400,000. Relevant exhibits include the detailed Asset Purchase Agreement and a press release announcing the transaction.