Vivos Therapeutics, Inc. Sample Contracts
VIVOS THERAPEUTICS, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANTSecurity Agreement • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, V-Co Investors 2 LLC or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), up to 725,258 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2024, between Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November [ ], 2023, between Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
VIVOS therapeutics, INC. FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2023, between Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Vivos Therapeutics, Inc. Highlands Ranch, CO 80129 Up to $10,000,000 Common Stock ($0.0001 par value per share) Sales AgreementSales Agreement • February 7th, 2022 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • February 14th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
Vivos Therapeutics, Inc. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • May 3rd, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”), which represents the number of shares of Common Stock equal to fifteen percent (15%) of the Firm Shares. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2024, between Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2025, between Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • February 11th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Note Purchase AgreementNote Purchase Agreement • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Utah
This Note Purchase Agreement (this “Agreement”), dated as of June 10, 2025, is entered into by and between Vivos Therapeutics, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC a Utah limited liability company, its successors and/or assigns (“Investor”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 2nd, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
VIVOS THERAPEUTICS, INC. Underwriter Warrant To Purchase Common StockWarrant Agreement • May 12th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the 180th day after the Effective Date (the “Exercisability Date”), but not after 5:00 p.m., New York time, on the Expiration Date (as defined below), two hundred and seventy-six thousand (276,000) fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set f
Vivos Therapeutics, Inc. UNDERWRITING AGREEMENT 4,000,000 Shares of Common StockUnderwriting Agreement • May 12th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 4,000,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 600,000 shares of Common Stock (the “Option Shares”), which represents the number of shares of Common Stock equal to fifteen percent (15%) of the Firm Shares. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are co
Security AgreementSecurity Agreement • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Utah
This Security Agreement (this “Agreement”), dated as of June 10, 2025, is executed by Airway Integrated Management Company, LLC, a Colorado limited liability company (“Guarantor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
CONFIDENTIAL Vivos Therapeutics, Inc. Attention: Bradford K. Amman Littleton, CO 80120Financial Advisory Agreement • February 15th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by Vivos Therapeutics, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 26th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of October, 2020 (the “Effective Date”) by and between VIVOS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9137 S. Ridgeline Blvd., Suite 135, Highlands Ranch, Colorado 80129 (the “Company”) and BRAD AMMAN, an individual currently residing in Littleton, Colorado (the “Executive”). As used herein, the term “Parties” shall be used to refer to the Company and Executive jointly.
INTELLECTUAL PROPERTY & ASSET PURCHASE AGREEMENTIntellectual Property & Asset Purchase Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This INTELLECTUAL PROPERTY & ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of May 2017 (the “Effective Date”) by and between VIVOS BIOTECHNOLOGIES, INC. (the “Buyer”), a Wyoming corporation and Dr. Gurdev Dave Singh (the “Seller”).
VIVOS THERAPEUTICS, INC. Littleton, CO 80120Warrant Inducement Agreement • February 15th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
VIVOS THERAPEUTICS, INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new common stock purchase warrants (the “New Warrants”) to purchase up an aggregate of 1,470,590 shares (collectively, the “New Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), equal to 150% of the 980,393 shares of Common Stock (such shares, collectively, the “Warrant Shares”) issuable pursuant to the exercise of that certain Series B Common Stock Purchase Warrant, currently held by you and issued to you on November 2, 2023 (the “Existing Warrant”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash all of the Existing Warrant (which currently has an exercise price per share of $3.83) at an exercise price per share of $4.02 (with such exercise price being established for purposes of compliance with Nasdaq Stock Market listing rules) (the
SHARE EXCHANGE AGREEMENT by and among: CORRECTIVE BIOTECHNOLOGIES, INC. a Wyoming Corporation andShare Exchange Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Wyoming
This SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into as of August 10, 2016, by and among CORRECTIVE BIOTECHNOLOGIES, INC., a Wyoming corporation (“Corrective Biotechnologies”), with offices at 605 W. Knox Rd., Suite 202 Tempe, AZ 85284, BIOMODELING SOLUTIONS, INC., an Oregon corporation with offices located at 17933 NW Evergreen Pkwy., Suite 280 Beaverton, OR 97006 (“BioModeling”) the BioModeling shareholders listed on the signature page hereto (the “BioModeling Shareholders”), FIRST VIVOS, INC., a Texas corporation with offices at 514 Country Lane, Coppell, TX 75019 (“Vivos”) and the Vivos shareholders listed on the signature page hereto (the “Vivos Shareholders”), upon the following premises (BioModeling and Vivos are collectively referred to hereinafter as the “Acquired Companies”):
SECURITY AGREEMENTSecurity Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
This SECURITY AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of May, 2017 (the “Effective Date”) by and between VIVOS BIOTECHNOLOGIES, INC. (the “Buyer”), a Wyoming corporation and Dr. Gurdev Dave Singh (the “Seller”).
PRACTICE ADMINISTRATION AGREEMENTPractice Administration Agreement • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Nevada
This PRACTICE ADMINISTRATION AGREEMENT, as it may be amended, modified, or supplemented from time to time (collectively, this “Agreement”), is effective as of the Effective Date (as defined in Exhibit A attached hereto), by and between the Administrator (as defined in Exhibit A) and the Practice (as defined in Exhibit A).
GUARANTYGuaranty • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Utah
This GUARANTY, made effective as of June 10, 2025, is given by Airway Integrated Management Company, LLC, a Colorado limited liability company (“Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (collectively “Investor”).
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (the “Amendment”) is made effective as of September 15, 2016 by and among VIVOS BIOTECHNOLOGIES, INC. (formerly, Corrective Biotechnologies, Inc.), a Wyoming corporation with offices located at 605 W. Know Road, Suite 202, Tempe, Arizona 85284, (“Vivos Biotechnologies”), BIOMODELING SOLUTIONS, INC., an Oregon corporation with offices located at 17933 NW Evergreen Pkwy., Suite 28, Beaverton, OR 97006 (“BioModeling”), the BioModeling shareholders who have consented to this Amendment (the “BioModeling Shareholders”), FIRST VIVOS, INC., a Texas corporation with offices at 514 Country Lane, Coppell, TX 75019 and the Vivos shareholders who have consented to this Amendment (the “Vivos Shareholders”). Vivos Biotechnologies, BioModeling, the BioModeling Shareholders, Vivos and the Vivos Shareholders may collectively be referred to as the “Parties”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of January 2025 (the “Effective Date”) by and between VIVOS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9137 S. Ridgeline Blvd., Suite 135, Highlands Ranch, Colorado 80129 (the “Company”) and R. KIRK HUNTSMAN, an individual currently residing in the City of ______ (the “Executive”). As used herein, the term “Parties” shall be used to refer to the Company and Executive jointly.
LICENSING, DISTRIBUTION AND MARKETING AGREEMENTLicensing, Distribution and Marketing Agreement • March 25th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This Licensing, Distribution and Marketing Agreement (this “Agreement”) is entered into as of January 1, 2021 (the “Effective Date”) notwithstanding the later execution hereof by and between MyCardio, LLC (d/b/a SleepImage), a Delaware limited liability with an address at 3003 E 3rd Avenue, Suite 201, Colorado 80206 (the “Company”), and Vivos Therapeutics, Inc., a Delaware corporation with an address at 9137 Ridgeline Boulevard, Suite 135, Highlands Ranch, Colorado 80129 (“Distributor”). The Company and Distributor are sometimes referred to herein as a “Party” and together as the “Parties”.
PHYSICIAN EMPLOYMENT AGREEMENTPhysician Employment Agreement • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Nevada
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 10, 2025 (the “Effective Date”), by and between Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (the “Practice”) and Dr. Prabhu Rachakonda, M.D. (the “Physician”) (together with the Practice, the “Parties”).
PLEDGE AGREEMENTPledge Agreement • June 13th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Utah
This PLEDGE AGREEMENT (this “Agreement”) is entered into as of June 10, 2025 by and between Streeterville Capital, LLC, a Utah limited liability company (the “Secured Party”), and Vivos Therapeutics, Inc., a Delaware corporation (the “Pledgor”).
SABBATICAL AGREEMENTSabbatical Agreement • September 27th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
This SABBATICAL AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of September, 2021 (the “Effective Date”) by and between VIVOS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9137 S. Ridgeline Blvd., Suite 135, Highlands Ranch, Colorado 80129 (the “Company”) and DR. G. DAVE SINGH, an individual currently residing in Sandia Park, New Mexico (the “Executive”). As used herein, the term “Parties” shall be used to refer to the Company and Executive jointly.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS EITHER (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, OR DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY...Strategic Alliance Agreement • August 14th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This Strategic Alliance Agreement (this “Agreement”), dated as of June 10, 2024 (the “Effective Date”), is by and between VSI Providers, PLLC (“VSI”) and Rebis Health Holdings, LLC, (together with its Affiliates, “RH” and together with VSI, the “Parties”, and each a “Party”).
PLACEMENT AGENCY AGREEMENT Vivos Therapeutics, Inc.Placement Agency Agreement • January 9th, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS EITHER (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, OR DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY...Management Services Agreement • August 14th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2024 (the “Effective Date”, by and among Airway Integrated Management Company, LLC, a Colorado limited liability company (the “Company”), Vivos Therapeutics, Inc., a Delaware corporation (the “Parent Company”), and, V-CO Investors LLC, a Wyoming limited liability company (the “Manager”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 17th, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This Asset Purchase Agreement (this “Agreement”), dated as of April 15, 2025, is entered into by and among R.D. Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (“Seller”), Dr. Prabhu Rachakonda, M.D., individually as Seller’s President, Director, and shareholder (“Seller Principal”), Lata K. Shete, M.D. individually as Seller’s additional shareholder, and Vivos Therapeutics, Inc., a Delaware corporation or its designated subsidiary (collectively, “Buyer”). Seller, Seller Principal, and Buyer are referred to collectively as the “Parties”. Capitalized terms used herein are defined in Schedule A attached hereto.
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2025 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
This SECURITY AGREEMENT, dated as of May 21, 2025 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among Vivos Therapeutics, Inc., a Delaware corporation whose address is 7921 SouthPark Drive, Suite 210, Littleton, CO 80120 (the “Grantor”), in favor of V-CO Investors 2 LLC, a Wyoming limited liability company, whose address is Two Towne Square, Suite 810, Southfield, MI 48076 (the “Secured Party”).