Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2026, Vivos Therapeutics, Inc., a Delaware corporation (the "Company") entered into a Securities Purchase Agreement (the "PIPE SPA") with V-Co Investors 4 LLC, a Wyoming limited liability company ("V-Co 4") and Bigger Capital Fund, LP ("Bigger"). V-Co 4 is a holder of more than 9.99% of the Company's issued and outstanding common stock, par value $0.0001 per share (the "Common Stock") and may be deemed an affiliate of the Company. V-Co 4 and Bigger are collectively referred to herein as the "Investors." R. Kirk Huntsman, the Company's Chairman and Chief Executive Officer, participated in the PIPE Offering indirectly through V-Co 4, in which he holds membership interests. Mr. Huntsman's indirect participation represents approximately $50,000 of the aggregate purchase price paid by V-Co 4, corresponding to 85,910 shares of Preferred Stock and Warrants to purchase 85,910 shares of Common Stock included within the securities purchased of record by V-Co 4, in each case on the same terms and conditions applicable to the Investors generally.

Pursuant to the PIPE SPA, the Company sold an aggregate of 3,608,496 units (the "Units"), at a purchase price of $0.582 per Unit, with each Unit consisting of (i) one share of Series A Convertible Preferred Stock, par value $0.0001 per share and with a stated value of $0.456 per share (the "Preferred Stock"), convertible into one share of Common Stock on a one-for-one basis, (ii) Common Stock purchase warrants (collectively, the "Warrants") to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Stock included in such Unit, and (iii) two transferable subscription rights in respect of each Unit (each, a "Right" and, collectively, the "Rights"), issuable as an inducement to the Investors to fund their subscription amounts on an accelerated timeframe, with two Rights per Unit reflecting funding in full on or prior to June 30, 2026 under the inducement schedule set forth in the PIPE SPA. The Rights will be offered and distributed solely pursuant to a registration statement registering the Rights (the "Rights Registration Statement"), and the Company's obligation to issue the Rights, and the Investors' right to receive or exercise the Rights, is expressly conditioned upon the Securities and Exchange Commission declaring the Rights Registration Statement effective. No Rights were issued, distributed or exercisable at the closing of the PIPE Offering.

The $0.582 per Unit purchase price comprises $0.457 attributable to the share of Preferred Stock included in such Unit and $0.125 attributable to the Warrant included in such Unit.Such $0.125 per Warrant Share was included for purposes of satisfying the "Minimum Price" requirement of Nasdaq Listing Rule 5635(d), but not in determining the exercise price of the Warrants. The $0.456 Market Price was calculated as the lower of (i) the Nasdaq official closing price of the Common Stock on the trading day immediately preceding the date of the PIPE SPA and (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately preceding the date of the PIPE SPA. The $0.582 per Unit purchase price accordingly exceeds the sum of the $0.456 Market Price and the $0.125 per Warrant Share attribution. The PIPE Offering closed on June 30, 2026. The aggregate purchase price for the securities sold in the PIPE Offering was approximately $2.1 million. The Company received $1,000,000 in cash proceeds upon the closing of the PIPE Offering. Additionally, $1,000,000 previously funded by V-Co 4 under a previously reported bridge promissory note entered into by the Company and V-Co 4 on May 7, 2026 (the "Bridge Note") automatically converted into the PIPE Offering. The gross proceeds funded under the Bridge Note exclude an original issue discount of $100,000 paid by the Company in connection with previous funding under the Bridge Note. The Company intends to use the net proceeds from the PIPE Offering for general working capital purposes. No placement agent was used in connection with the PIPE Offering.

The Warrants have an exercise price of $0.456 per share and became exercisable immediately as of the date of issuance, have a term of five years and contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations preventing (i) V-Co 4 and its affiliates from exercising Warrants to the extent such exercise would result in V-Co 4 and its affiliates beneficially owning in excess of 19.99% of the then outstanding Common Stock, and (ii) Bigger and its affiliates from exercising Warrants to the extent such exercise would result in Bigger and its affiliates beneficially owning in excess of 9.99% (or, at Bigger's election, 4.99%) of the then outstanding Common Stock.

The terms of the PIPE SPA and the Registration Rights Agreement (the "RRA") require the Company to file a registration statement on Form S-3 or other appropriate form (the "Resale Registration Statement") registering the shares of Common Stock issuable upon conversion of the Preferred Stock (the "Conversion Shares") and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares" and, together with the Conversion Shares, the "Registrable Securities") for resale no later than 45 days of the closing of the PIPE Offering and to use commercially reasonable best efforts to cause the Resale Registration Statement to be effective within 90 days of the closing of the PIPE Offering. The Company must also use its reasonable best efforts to keep the Resale Registration Statement continuously effective (including by filing a post-effective amendment to the Resale Registration Statement or a new registration statement if the Resale Registration Statement expires) until all Registrable Securities covered by such Resale Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or are not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, subject to certain limitations specified in the RRA.

The PIPE SPA further provides that the Company shall pay each Investor $50,000 for the fees and expenses of counsel incurred in connection with the PIPE Offering. The Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the "COD"), which the Company filed with the Secretary of State of the State of Delaware on July 7, 2026, established the Series A Convertible Preferred Stock and fixed the number of shares constituting such series and the designations, powers, preferences, rights, qualifications, limitations and restrictions thereof, as more fully described in Item 5.03 below. The PIPE SPA, RRA and COD also include standard representations, warranties, indemnifications, and covenants of the Company and the Investors.

The foregoing descriptions of the Warrants, RRA, COD and PIPE SPA are not complete and are subject to and qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 4.1, 4.2, 4.3, and 10.1 hereto, respectively, and incorporated herein by reference.