Vivos Therapeutics, Inc.

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): August 31, 2026

Vivos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

7921 Southpark Plaza, Suite 210

Littleton, Colorado 80120

(Address of principal executive offices) (Zip Code)

(866) 908-4867

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

As previously reported, Vivos Therapeutics, Inc. (the “Company”) previously sold and issued to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), a Secured Promissory Note with an original issuance date of June 9, 2025 in the original principal amount of $8,225,000 (as amended by that certain Amendment to Secured Promissory Note dated June 5, 2026, and as reinstated and modified by that certain letter agreement dated June 18, 2026, the “Streeterville Note”). As also previously reported, the Company has previously satisfied redemption obligations under, and exchanged portions of, the Streeterville Note through the issuance of equity securities in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), including (i) between December 4, 2025 and May 13, 2026, the issuance of an aggregate of 785,822 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in satisfaction of $975,000 of redemption obligations pursuant to exchange agreements between the Company and Streeterville, and (ii) on August 4, 2026, pursuant to that certain Exchange Agreement dated June 5, 2026 between the Company and Streeterville, the exchange of $3,250,000 of principal of the Streeterville Note for 2,500 shares of the Company’s Series B Non-Convertible Preferred Stock and 1,812,031 shares of Common Stock.

Effective as of August 31, 2026, the Company entered into twelve (12) separate exchange agreements with Streeterville, each dated August 31, 2026 and each substantially in the form of Exchange Agreement filed as Exhibit 10.1 hereto (collectively, the “Exchange Agreements”). Pursuant to the Exchange Agreements, the Company and Streeterville partitioned an aggregate of $2,861,270.00 of the outstanding principal balance of the Streeterville Note into twelve (12) separate secured promissory notes (the “Partitioned Notes”), and the outstanding balance of the Streeterville Note was reduced by a corresponding aggregate amount. Streeterville agreed to surrender each Partitioned Note to the Company in exchange for the issuance by the Company to Streeterville of an aggregate of up to 11,445,080 shares of Common Stock (the “Exchange Shares”), with the number of Exchange Shares issuable under each Exchange Agreement determined by dividing the initial principal amount of the applicable Partitioned Note the exchange price per share (an average of $0.25 per share), which exchange price was, in each case, equal to or greater than the “Minimum Price” of the Common Stock, as defined in Nasdaq Listing Rule 5635(d). The principal amount of each Partitioned Note and the number of Exchange Shares issuable in each of the twelve exchanges are as follows:

Under each Exchange Agreement, Streeterville will surrender the applicable Partitioned Note to the Company for cancellation on the date on which the related Exchange Shares become “free trading” as provided in such Exchange Agreement, at which time all obligations of the Company under such Partitioned Note will be deemed fulfilled. The Exchange Shares are to be delivered to Streeterville in accordance with the Exchange Agreements, subject to the