Vivos Therapeutics Announces Pricing of $4 Million Private Placement Priced At-the-Market Under Nasdaq Rules
October 31 2023 - 8:00AM
Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (NASDAQ: VVOS),
a medical technology company focused on developing innovative
treatments for patients suffering from dentofacial abnormalities
and/or mild-to-moderate obstructive sleep apnea (OSA) and snoring
in adults, today announced that it has entered into a securities
purchase agreement with an institutional investor for the purchase
and sale of 980,393 shares of its common stock (or pre-funded
warrants in lieu thereof) at a purchase price of $4.08 per share in
a private placement priced at-the-market for purposes of Nasdaq
rules. In addition, Vivos will issue to the investor a five year
Series A Warrant to purchase up to an aggregate of 980,393 shares
of common stock and an eighteen (18) month Series B Warrant to
purchase up to an aggregate of 980,393 shares of common stock. The
Series A and Series B Warrants will have an exercise price of $3.83
per share and will be exercisable immediately following the date of
issuance.
The closing of the private placement is expected
to occur on or about November 2, 2023, subject to the satisfaction
of customary closing conditions. The gross proceeds from the
offering are expected to be approximately $4.0 million. Vivos
intends to use the net proceeds from the offering for general
corporate purposes.
A.G.P./Alliance Global Partners is acting as the
sole placement agent for the offering.
Vivos has also agreed as part of the private
placement to amend an existing outstanding common stock purchase
warrant held by the investor and issued in January 2023 to purchase
up to an aggregate of 266,667 shares of common stock at an exercise
price of $30.00 per share and an expiration date of July 5, 2028.
Such amendment, to be effective upon the closing of the private
placement, will provide that the amended warrant will have a
reduced exercise price of $3.83 per share and an expiration date of
November 2, 2028. The other terms of the warrant will remain
unchanged.
The offer and sale of the foregoing securities
is being made in a transaction not involving a public offering, and
the securities have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or
applicable state securities laws. Accordingly, the securities 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. Pursuant to an agreement to be
entered into with the investor, the Company will agree to file a
registration statement with the U.S. Securities and Exchange
Commission (the “SEC”) covering the resale of the shares of common
stock (including the shares of common stock underlying the
warrants) to be issued to the investors no later than 20 days after
the closing and to use commercially reasonable efforts to have the
registration statement declared effective as promptly as
practicable thereafter, and in any event no later than 60 days
after the filing of the initial registration statement in the event
of a “full review” by the SEC.
This notice is issued pursuant to Rule 135c
under the Securities Act and does not constitute an offer to sell
or the solicitation of an offer to buy the securities, nor shall
there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state. Any offering of the securities under the resale registration
statement will only be by means of a prospectus.
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. 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
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” 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 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, the risk factors described in Vivos’ filings with the
Securities and Exchange Commission (“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 GannonInvestor Relations
Officer720-442-8113jgannon@vivoslife.com
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