Vivos Therapeutics Announces Exercise of Warrants for Approximately $4.0 Million Aggregate Gross Proceeds
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Insights
The exercise of the common stock purchase warrant by an institutional investor in Vivos Therapeutics for approximately $4.0 million represents a strategic capital infusion for the company. The immediate cash proceeds are particularly beneficial for Vivos, as it indicates a level of confidence from the investor in the company's potential and current valuation. By exercising at $4.02 per share, above the original price of $3.83, there is an implied positive sentiment towards Vivos' market prospects.
The issuance of two new unregistered warrants, with one having a longer term of five years and the other a shorter term of eighteen months, at an exercise price of $5.05 per share, could suggest an anticipation of stock price appreciation. This arrangement also provides the investor with a longer investment horizon and potential future capital for Vivos. However, the dilution effect of additional shares could be a concern for existing shareholders as it may lead to earnings dilution if the warrants are exercised.
The transaction involves elements of securities law, particularly the Securities Act of 1933. The private placement of the new warrants under an exemption from registration requirements indicates a targeted approach to fundraising, avoiding the broader market dynamics of a public offering. The commitment to file a registration statement for the resale of shares issuable upon exercise of the new warrants is a regulatory requirement that provides transparency and legal pathways for the investor to eventually liquidate their position.
It is also worth noting that the transaction is structured to comply with all applicable securities laws, ensuring that the offer and eventual sale of the securities are lawful. This adherence to regulatory guidelines is crucial for maintaining corporate governance standards and investor confidence.
The focus on general corporate purposes for the net proceeds suggests a broad application of the funds, which could range from research and development to operational enhancements. For a medical device and technology company like Vivos, continuous innovation and market expansion are key growth drivers. The successful development and commercialization of treatments for sleep-related breathing disorders, including obstructive sleep apnea (OSA), hinge on such investments.
The involvement of A.G.P./Alliance Global Partners as the exclusive financial advisor adds a layer of strategic financial planning to the transaction. This could indicate a well-structured deal that aligns with Vivos’ long-term financial strategy and market positioning.
LITTLETON, Colo., Feb. 15, 2024 (GLOBE NEWSWIRE) -- Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (NASDAQ: VVOS), a leading medical device and technology company specializing in the development and commercialization of highly effective proprietary treatments for sleep related breathing disorders (including all severities of obstructive sleep apnea (OSA)), today announced that it has entered into a definitive agreement for the immediate exercise of an outstanding common stock purchase warrant held by an institutional investor to purchase an aggregate of 980,393 shares of Vivos common stock for gross proceeds to the Company of approximately
As part of this transaction, the investor agreed to exercise the existing warrant (which was originally issued in November 2023 and had an exercise price of
In consideration for the immediate exercise of the existing warrant for cash, Vivos has agreed to issue to the investor two new unregistered warrants, each to purchase 735,296 shares of common stock (or an aggregate of 1,470,592 shares) at an exercise price of
A.G.P./Alliance Global Partners is acting as the exclusive financial advisor in connection with the offering.
The transaction is expected to close no later than February 20, 2024, subject to satisfaction of customary closing conditions. Vivos intends to use the net proceeds from the exercise for general corporate purposes.
The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the shares of common stock issuable upon their exercise, have not been registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock issuable upon exercise of the new warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Vivos Therapeutics, Inc.
Vivos Therapeutics, Inc. (NASDAQ: VVOS) is a medical technology company focused on developing and commercializing innovative diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities such as obstructive sleep apnea (OSA) and snoring in adults. The Vivos Method represents the first clinically effective nonsurgical, noninvasive, nonpharmaceutical and cost-effective solution for treating mild to severe OSA. It has proven effective in approximately 40,000 patients treated worldwide by more than 1,800 trained dentists.
The Vivos Method includes treatment regimens that employ the proprietary CARE appliance therapy and other modalities that alter the size, shape and position of the soft tissues that comprise a patient’s upper airway and/or palate. The Vivos Method opens airway space and may significantly reduce symptoms and conditions associated with mild-to-severe OSA, such as lowering Apnea Hypopnea Index scores. Vivos also markets and distributes SleepImage diagnostic technology under its VivoScore program for home sleep testing in adults and children. The Vivos Integrated Practice (VIP) program offers dentists training and other value-added services in connection with using The Vivos Method.
For more information, visit www.vivos.com.
Cautionary Note Regarding Forward-Looking Statements
This press release and statements of the Company’s management made in connection therewith contain “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events, particularly with respect to the private placement offering described herein. Words such as “may”, “should”, “expects”, “projects,” “intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates”, “goal” and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve significant known and unknown risks and are based upon several assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond Vivos’ control. Actual results (including, without limitation, the impact on the Company of the private placement described herein) may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: (i) the risk that the issuance of the shares of common stock and new warrants will not close, (ii) the risk that Vivos may be unable to implement revenue, sales and marketing strategies that increase revenues, (iii) the risk that some patients may not achieve the desired results, (iv) risks associated with regulatory scrutiny of and adverse publicity in the sleep apnea treatment sector; (v) the risk that Vivos may be unable to secure additional financing on reasonable terms when needed, if at all and (vi) other risk factors described in Vivos’ filings with the SEC. Vivos’ filings can be obtained free of charge on the SEC's website at www.sec.gov. Except to the extent required by law, Vivos expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Vivos' expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.
Vivos Investor Relations and Media Contact:
Julie Gannon
Investor Relations Officer
720-442-8113
jgannon@vivoslife.com
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