Form 8-K - Current report

 

 

 

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): November 27, 2024 (November 26, 2024)

 

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
of incorporation)		File Number)		Identification No.)

 

7921 Southpark Plaza, Suite 210

Littleton, Colorado 80120

(Address of principal executive offices) (Zip Code)

 

[phone]

(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 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 26, 2024, Vivos Therapeutics, Inc. (the “Company”) conducted its 2024 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock of the Company entitled to vote at the Annual Meeting was 4,765,300 shares outstanding as of the October 4, 2024 record date (the “Voting Stock”). No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting.

 

The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 2,695,565 shares of Voting Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders:

 

(i)

elected each of R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow and Dr. Matthew Thompson (collectively, the “Director Nominees”) to serve as directors on the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2025 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified;

 

(ii)

approved and adopted the Company’s proposed 2024 Omnibus Equity Incentive Plan (the “2024 Plan”) and the issuance of contingent awards under the 2024 Plan to certain Company officers, employees and consultants; and

 

(iii)

ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

 

Proposal No. 1 – Election of Directors

 

R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow and Dr. Matthew Thompson were each elected as a director to serve for a one-year term that expires at the 2025 annual meeting of stockholders or until a successor is elected and qualified or until her or his earlier death, incapacity, removal or resignation. The voting results were as follows:

 

Nominee		Shares Voted For		Shares Withheld		Broker Non-Vote
R. Kirk Huntsman		1,123,786		155,299		1,415,480
Dr. Ralph Green		1,086,059		193,026		1,415,480
Anja Krammer		1,092,052		187,033		1,415,480
Mark Lindsay		1,124,404		155,081		1,415,480
Leonard Sokolow		1,092,216		186,689		1,415,480
Dr. Matthew Thompson		1,104,743		174,342		1,415,480

 

Proposal No. 2 – Approval of Company’s Proposed 2024 Omnibus Equity Incentive Plan and Contingent Awards

 

Approved and adopted the Company’s proposed 2024 Omnibus Equity Incentive Plan (the “2024 Plan”) and the issuance of contingent awards under the 2024 Plan to certain Company officers, employees and consultants. The voting results were as follows:

 

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Vote
957,268		313,560		17,747		1,415,480

 

Proposal No. 3 – Ratification of the appointment of independent registered public accounting firm

 

Appointment by the Company’s audit committee of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. The voting results were as follows:

 

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Vote
2,496,723		162,219		35,623		n/a

 

 

 

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: November 27, 2024	By:	/s/ Bradford Amman
	Name:	Bradford Amman
	Title:	Chief Financial Officer

 

 

 

Cover	Nov. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2024
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

---