VVOS · Vivos Therapeutics, Inc.

This PIPE financing represents a critical near-term capital infusion for Vivos Therapeutics, combining immediate cash ($850,000) with the conversion of prior bridge funding ($1,400,000), resulting in total gross proceeds of $2.39 million. The structure is highly dilutive: the Company issued over 5.3 million new potential common shares (1.35M PIPE Shares + 0.43M PFW Shares + 1.78M Series A + 1.78M Series B), representing a substantial increase in potential outstanding shares. The warrants carry immediate exercisability and long durations (2 and 5 years), with a low $1.09 strike well below the $1.34 PIPE price — suggesting embedded upside for the investor and potential future dilution pressure. The 19.99% beneficial ownership cap and stock-based (not price-based) anti-dilution provisions indicate negotiated investor protections without full ratchet mechanisms. Critically, the mandatory S-3 registration obligation — with strict 45-day filing and 90-day effectiveness deadlines — signals an intent to facilitate liquidity for the investor and may accelerate market supply. The absence of a placement agent reduces cost but also implies limited third-party validation of terms. Given Vivos’ status as a development-stage therapeutics company with no disclosed revenue, this financing addresses urgent liquidity needs but significantly expands the equity base ahead of any commercial or regulatory milestones, heightening execution risk for existing shareholders.