Vivos Therapeutics Announces Reverse Stock Split

Rhea-AI Summary

Vivos Therapeutics, Inc. will undergo a 1-for-25 reverse stock split of its common stock, effective October 27, 2023. The reverse stock split aims to bring Vivos into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market. The number of outstanding shares will be reduced from 29,928,786 shares to approximately 1,197,151 shares. Shareholders with fractional shares will have them rounded up to the nearest whole share. The exercise prices of outstanding options and warrants will be adjusted accordingly. Vivos' transfer agent, VStock Transfer LLC, will handle the exchange process for stockholders.

Positive

• Vivos' reverse stock split aims to bring the company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market.
• The reverse stock split may make the prevailing prices of Vivos' common stock more attractive to a broader group of institutional investors.
• Vivos anticipates regaining compliance with Nasdaq's minimum bid price requirement if the common stock trades significantly above $1.00 for ten trading days following the effectiveness of the reverse stock split.

Negative

• None.

1-for-25 reverse stock split to become effective as of the opening of trading tomorrow, October 27, 2023

LITTLETON, Colo., Oct. 26, 2023 (GLOBE NEWSWIRE) -- Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (NASDAQ: VVOS), a medical technology company focused on developing innovative treatments for patients suffering from mild-to-moderate obstructive sleep apnea (“OSA”) and snoring in adults, announced that it will effect a 1-for-25 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock (the “Common Stock”), effective with the opening of trading on Friday, October 27, 2023.   

Vivos’ Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VVOS”. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 92859E207.

The Reverse Stock Split was approved at Vivos’ 2023 Annual Meeting of Stockholders on September 22, 2023. At such stockholder’s meeting, Vivos’ stockholders approved a proposal to authorize a reverse stock split of the Common Stock at a ratio of between 1-for-10 and 1-for-30, with the exact ratio to be determined by the Vivos’ board of directors in its sole discretion.

The material effects of the Reverse Stock Split are:

• Every twenty-five (25) shares of the issued and outstanding Common Stock has been combined into one (1) share of Common Stock.
• The number of outstanding shares of Common Stock has been proportionally reduced from 29,928,786 shares to approximately 1,197,151 shares.
• The Reverse Stock Split will not reduce the total number of Vivos’ authorized shares of Common Stock.
• The ownership percentage of each Vivos stockholder will remain unchanged, other than as a result of fractional shares. No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Stockholders that would hold a fractional share of Common Stock as a result of the Reverse Stock Split will have such fractional shares of Common Stock rounded up to the nearest whole share of Common Stock.
• The number of shares of Common Stock available for issuance under the Company’s equity incentive plans and the Common Stock issuable pursuant to outstanding equity awards and common stock purchase warrants immediately prior to the Reverse Stock Split will be proportionately adjusted by the ratio of the Reverse Stock Split. The exercise prices of such outstanding options and warrants will also be adjusted in accordance with their respective terms.
  

To effectuate the Reverse Stock Split, Vivos filed a Certificate of Amendment to its Certificate of Incorporation, as amended, which was accepted for filing by the Secretary of State of the State of Delaware on Wednesday, October 25, 2023.

Among other considerations, the Reverse Stock Split is intended to bring Vivos into compliance with the $1.00 minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq Capital Market, and to make the prevailing prices of the Common Stock more attractive to a broader group of institutional investors. Vivos anticipates it will regain compliance with Nasdaq’s minimum bid price requirement if the Common Stock trades significantly above $1.00 for ten trading days following the effectiveness of the Reverse Stock Split.

The combination of, and reduction in, the number of issued shares of Common Stock as a result of the Reverse Stock Split occurred automatically on Wednesday, October 25, 2023 without any additional action on the part of Vivos’ stockholders. Vivos’ transfer agent, VStock Transfer LLC, is acting as the exchange agent for the Reverse Stock Split and will send each stockholder a transaction statement indicating the number of shares of Common Stock the stockholder holds after the Reverse Stock Split. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes. Such stockholders will not be required to take any action in connection with the Reverse Stock Split.

Additional information regarding the Reverse Stock Split can be found in a Current Report on Form 8-K that Vivos will file with the U.S. Securities and Exchange Commission (the “SEC”). Additional information may also be found in Vivos’ definitive proxy statement for its 2023 Annual Meeting of Stockholders, as filed with the SEC on August 28, 2023. Links to these documents are available at https://www.sec.gov/edgar/searchedgar/companysearch and on Vivos’ website at https://vivos.com/sec-filings/.

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 mild-to-moderate 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 moderate OSA in adults. It has proven effective in approximately 40,000 patients treated worldwide by more than 1,800 trained dentists.

The Vivos Method includes the Vivos Complete Airway Repositioning and/or Expansion (“CARE”) appliance therapy and associated protocols 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-moderate 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 contains “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 Reverse Stock Split and the Company’s ability to comply with Nasdaq Listing Standards described herein. Words such as “aim,” “expect,” “may,” “could," “should”, “expect,” “project,” “intend,” “plan,” “believe,” “predict,” “anticipates,” “hopeful,” “estimate” and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve 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 the Company’s control. Actual results (including, without limitation, the anticipated benefits of the Reverse Stock Split, including the effect the Reverse Stock Split will have on the Company’s ability to regain compliance with the Nasdaq Listing standards and its separate ability to comply with Nasdaq’s $2,500,000 minimum stockholders’ equity requirement for continued listing) may differ materially and adversely 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, uncertainties relating to the Company’s ability to stay compliant with other Nasdaq requirements and other risk factors relating to the Company and its business described in the Company’s filings with the SEC. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company 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 the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Vivos Investor Relations Contact:
Julie Gannon
Investor Relations Officer
720-442-8113
jgannon@vivoslife.com 

FAQ

What is the purpose of the reverse stock split?

The reverse stock split aims to bring Vivos into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market.

How many outstanding shares will there be after the reverse stock split?

The number of outstanding shares will be reduced from 29,928,786 shares to approximately 1,197,151 shares.

What will happen to fractional shares?

Shareholders with fractional shares will have them rounded up to the nearest whole share.

Will the exercise prices of outstanding options and warrants be adjusted?

Yes, the exercise prices of outstanding options and warrants will be adjusted accordingly.

Who will handle the exchange process for stockholders?

Vivos' transfer agent, VStock Transfer LLC, will handle the exchange process for stockholders.