Vivos Inc. filed a Form 8-K on November 5, 2026, reporting three separate unregistered equity transactions completed on October 30, 2026, along with notice of its 2026 Annual Meeting of Stockholders scheduled for December 9, 2026.

Key Highlights

  • Regulation A+ share sale: The company completed the sale of 12,500,000 shares of common stock at par value $0.001 per share, generating gross proceeds of $1,000,000, according to the filing.
  • Warrant issuance: Warrants to purchase 25,000,000 shares of common stock were sold to certain accredited investors for aggregate consideration of $25,000, with an exercise price of $0.075 per share and an expiration date of December 31, 2030.
  • Warrant exchange: 8,000,000 shares of common stock were issued in exchange for the cancellation of 8,000,000 warrants to purchase shares of common stock.
  • Proceeds use: The company disclosed that proceeds from the Regulation A+ share sale will be used for general working capital purposes.
  • Annual Meeting date: The 2026 Annual Meeting of Stockholders is set for December 9, 2026, virtually, with a record date of November 2, 2026.
  • Shareholder proposal deadline: Stockholder proposals under Rule 14a-8 must be received by the company no later than the close of business on November 9, 2026.

Vivos Inc. Closes Three Equity Transactions on October 30, 2026

According to the filing, Vivos Inc. completed three distinct equity transactions on October 30, 2026. The first involved the sale and issuance of 12,500,000 shares of common stock under its Regulation A+ offering, which the company described as being conducted on a "best efforts" basis pursuant to a Form 1-A offering statement dated March 4, 2026, and qualified by the SEC on March 5, 2026. The company reported gross proceeds of $1,000,000 from this transaction, with the funds designated for general working capital purposes.

The second transaction involved the issuance of warrants to purchase 25,000,000 shares of common stock to certain accredited investors, in consideration of $25,000 in aggregate. The filing states those warrants are exercisable at $0.075 per share and expire on December 31, 2030, if not previously exercised. This issuance was conducted pursuant to Regulation D under the Securities Act. The third transaction, described in the filing as a "Warrant Exchange," involved the company issuing 8,000,000 shares of common stock in consideration for the cancellation of 8,000,000 warrants, in reliance on Sections 3(a)(9) and 4(2) of the Securities Act.

Separately, the filing notified stockholders of the company's 2026 Annual Meeting, to be held virtually on December 9, 2026. The Board of Directors set November 2, 2026, as the record date. The filing noted that stockholder proposals submitted pursuant to Rule 14a-8 must be received at the company's address at 1030 N Center Parkway, Kennewick, WA 99336 no later than the close of business on November 9, 2026. The filing also stated that stockholders intending to solicit proxies in support of director nominees other than company nominees must comply with Rule 14a-19 by the same November 9, 2026 deadline. The company's securities registered under Section 12(b) of the Act are listed in the filing as N/A.

What Was Disclosed

Vivos Inc. reported three unregistered equity transactions totaling 20,500,000 new shares issued and warrants covering 25,000,000 shares, all completed October 30, 2026. The filing also announced the company's 2026 Annual Meeting for December 9, 2026, with a November 9, 2026 deadline for stockholder proposals.