Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On December 5, 2025, Vivos Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Note Purchase Agreement (the "Note Purchase Agreement") with from Avondale Capital, LLC, a Utah limited liability company ("Lender"), pursuant to which the Company issued and sold to Lender a Promissory Note (the "Note") in the original principal amount of $2,093,340 (the "Principal Amount", and the financing as described herein, the "Note Financing"). The Principal Amount includes an original issue discount of $587,340. The Company also agreed to pay $6,000 to the Lender to cover its legal fees, accounting costs, due diligence, monitoring, and other transaction costs, each of which was added to the Principal Amount, resulting in a purchase price of for the Note and gross proceeds to the Company of approximately $1,500,000 received by the Company. The Note is not convertible into shares of Common Stock or otherwise. The Lender is an affiliate of Streeterville Capital, LLC, a Utah limited liability company ("Streeterville"). As previously reported, Streeterville and the Company entered into a senior secured loan on June 9, 2025.

The Note does not bear interest and no interest will accrue on the Note unless an event of default occurs as further described below. The Company will make weekly payments of $69,778 beginning from December 12, 2025 until the Note is paid in full. The Company may prepay the outstanding amount due under the Note at any time without penalty. If the Company prepays the Note in full by January 4, 2026, the outstanding balance of the Note will be automatically reduced by $286,140. The Company intends used the net proceeds from the Note Financing for working capital and other general corporate purposes. No placement agent was used in connection with the Note Financing.

The Note is unsecured. In connection with the Note Financing, the Company has caused Company's wholly-owned subsidiary, Airway Integrated Management Company, LLC, a Colorado limited liability company, ("AIM") to enter into the Guaranty Agreement, dated December 5, 2025, in favor of the Lender ("Guaranty Agreement") to provide a guarantee of the Company's obligations to the Lender under the Note and the other transaction documents.

The Note provides for customary events of default (each as defined in the Note, an "Event of Default"), including, among other things, the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants as specified in the Note, failure to obtain prior written consent from the Lender on a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company) undertaken by the Company, a material breach of covenants or other terms in any financial or material agreements between the Company and the Lender or its affiliate (which includes Streeterville), and the occurrence of a bankruptcy, insolvency or similar event affecting the Company. Upon the occurrence of any Events of Default, interest shall begin accruing on the outstanding balance of the Note from the date of the Event of Default equal to the lesser of eighteen percent (18%) per annum and the maximum rate allowable under law. Additionally, upon the occurrence of certain Events of Default related to the occurrence of a bankruptcy, insolvency or similar event affecting the Company, the outstanding Principal Amount of the Note will become automatically due and payable.