We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Vivos Therapeutics Inc | NASDAQ:VVOS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.07 | -3.18% | 2.13 | 2.14 | 2.34 | 497 | 12:57:21 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
If
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 25, 2023, Vivos Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate of Amendment”) to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of 1-for-25 (the “Reverse Stock Split”). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Reverse Stock Split became effective at 4:01 p.m., Eastern Standard Time, on October 25, 2023 (the “Effective Date”). The Common Stock began trading on a post-Reverse Stock Split basis on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VVOS” on October 27, 2023. The new CUSIP number for the Common Stock following the Reverse Stock Split is 92859E207. The Reverse Stock Split was approved by the Company’s board of directors under authority granted by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders which was held on September 22, 2023.
As of the Effective Date, every twenty-five (25) shares of the Company’s issued and outstanding Common Stock has been combined into one share of Common Stock. As a result, the Company’s issued and outstanding Common Stock has been proportionally reduced from approximately 29,928,786 shares to approximately 1,197,151 shares. The ownership percentage of each of the Company’s stockholders 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, and 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. The number of authorized shares of common stock will not be affected by the Reverse Stock Split.
Among other considerations, the Company has effected the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of the Nasdaq Listing Rules.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibit No. |
Description. | ||
3.1 | Certificate of Amendment to the Certificate of Incorporation of Vivos Therapeutics, Inc., dated October 25, 2023. | |||
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: October 27, 2023 | By: | /s/ Bradford Amman |
Name: | Bradford Amman | |
Title: | Chief Financial Officer |
Exhibit 3.1
CERTIFICATE
OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
VIVOS THERAPEUTICS, INC.
Vivos Therapeutics, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
1. The name of the Corporation is: Vivos Therapeutics, Inc.
2. The board of directors of the Corporation (the “Board”), acting by unanimous written consent on August 11, 2023, in accordance with Section 141(f) of the DGCL, unanimously approved a resolution to amend the Corporation’s Certificate of Incorporation, as amended (the “Certificate”), declaring said resolution to be advisable, and calling for the submission of said resolution at the 2023 annual meeting of stockholders of the Corporation a proposal to authorize the Board to effect a reverse split of the Corporation’s outstanding common stock (the “Common Stock”) at an ratio ranging between 1-to-10 and 1-to-30, with the exact ratio to be determined by the Board, in its sole discretion (the “Reverse Split”).
3. That at the 2023 annual meeting of stockholders of the Corporation held on September 22, 2023, by affirmative vote of the holders of a majority of the outstanding voting stock present at such meeting and voting on such proposal pursuant to the applicable provisions of Section 242 of the DGCL, a resolution was adopted approving the Reverse Split.
4. That the Board, acting at a duly called meeting of the Board on September 27, 2023, adopted a resolution providing that, as soon as practicable, the Corporation will effect a reverse stock split whereby each stockholder shall receive one (1) share of Common Stock for every twenty-five (25) shares owned.
5. Upon this Certificate of Amendment becoming effective, Article Fourth of the Certificate is amended by adding at the end of Section 4.02 thereof a new paragraph (e), which states as follows:
“(e) Reverse Stock Split. Upon effectiveness of this Certificate of Amendment (the “Split Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Split Effective Time shall be automatically changed and reclassified into a smaller number of shares such that each twenty-five (25) shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of Common Stock on the Split Effective Time who would otherwise be entitled to a fraction of a share as a result of the reclassification, following the Split Effective Time, shall receive a full share of Common Stock upon the surrender of such stockholders’ old stock certificate. No stockholders will receive cash in lieu of fractional shares.
6. This Certificate of Amendment to the Certificate of Incorporation shall be effective as of 4:01 p.m. Eastern time on October 25, 2023.
IN WITNESS WHEREOF, Vivos Therapeutics, Inc. has caused this Certificate to be executed by its duly authorized officer on this 25th day of October, 2023.
VIVOS THERAPEUTICS, INC. | ||
By: | /s/ R. Kirk Huntsman | |
Name: | R. Kirk Huntsman | |
Title: | Chairman and Chief Executive Officer |
Cover |
Oct. 27, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 27, 2023 |
Current Fiscal Year End Date | --12-31 |
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 | DE |
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 | CO |
Entity Address, Postal Zip Code | 80120 |
City Area Code | (866) |
Local Phone Number | 908-4867 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Trading Symbol | VVOS |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
1 Year Vivos Therapeutics Chart |
1 Month Vivos Therapeutics Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions