Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our
common stock is currently listed on the Nasdaq Capital Market under the symbol “VVOS”. On March 28, 2025, the last reported
sale price of the shares of our common stock as reported on NASDAQ was $3.11 per share.
Holders
of Record
On
March 31, 2025, we had approximately 8,150 stockholders of record. On March 31, 2025, there were 5,889,520 shares of our common
stock issued and outstanding. In addition, we believe that a significant number of beneficial owners of our common stock hold their shares
in street name.
Recent
Sales of Unregistered Securities
The
following is a summary of transactions by us within the past three years involving sales or our securities that were not registered under
the Securities Act. All of the sales listed below were made pursuant to an exemption from registration afforded by Section 4(a)(2) of
the Securities Act and/or Regulation D thereunder in that (i) none of the offers and sales constituted a public offering of securities
and/or (ii) the securities were only offered and sold to accredited investors.
On
February 25, 2022 we issued 11,600 stock options to certain employees and officers with an exercise price of $81.75 per share, one-fifth
vested on the date of grant, and one-fifth vests annually through February 25, 2026. Additionally, we issued warrants to purchase 3,200
shares of the Company’s common stock to certain consultants for sales consulting services with an exercise price of $81.75 per
share, vesting monthly over one year term of the agreement. These warrants may be exercised only for cash, and the exercise price is
subject to customary, stock-based anti-dilution protection.
On
May 12, 2022, we issued 10,600 stock options to certain employees and officers with an exercise price of $32.25 per share, one-fifth
vested on the date of grant, and one-fifth vests annually through May 12, 2027. Additionally, we issued warrants to purchase 5,200 shares
of the Company’s common stock to certain consultants for sales consulting services with an exercise price of $32.25 per share.
1,600 of these warrants vested immediately upon issuance, 2,400 of these warrants vest monthly over a six month term and 1,200 of these
warrants vest monthly over one year term of the agreement. These warrants may be exercised only for cash, and the exercise price is subject
to customary, stock-based anti-dilution protection.
On
July 8, 2022, we issued 600 stock options to a certain employee with an exercise price of $36.25 per share, one-fifth vested on the date
of grant, and one-fifth vests annually through July 8, 2027.
On
December 23, 2022,we issued 56,167 stock options to certain employees and officers with an exercise price of $12.00 per share, 31,500
of these options vested one-fifth on the date of grant, and one-fifth vests annually through December 23, 2026, 6,400 of these options
vested 50% on the date of grant, and 25% vest on March 23, 2023, and the remaining 25% vest on June 23, 2023, and 18,267 of these options
vested immediately upon issuance. Additionally, we issued warrants to purchase 34,000 shares of the Company’s common stock to certain
consultants for sales consulting services with an exercise price of $12.00 per share. 22,300 of these warrants vested immediately upon
issuance, 1,100 of these warrants vest quarterly over one year term, 4,600 of these warrants vest quarterly over two year term of the
agreement, 2,000 of these warrants vest annually over two year term, and 4,000 of these warrants exercisable upon the achievement of
pre-determined performance metrics. These warrants may be exercised only for cash, and the exercise price is subject to customary, stock-based
anti-dilution protection.
On
January 9, 2023, we closed a private placement (the “Private Placement”) pursuant to which we agreed to sell up to an aggregate
of $8,000,000 of securities of the Company of units. Each unit consists of one share of the Company’s common stock, $0.0001 par
value (or a pre-funded warrant to purchase one share of Common Stock) (the “Pre-Funded Warrants”) and one warrant exercisable
for one share Common Stock (the “Common Stock Purchase Warrants” and together with the Pre-Funded Warrants, the “Warrants”).
No actual units will be issued in the Private Placement.
Pursuant
to the Purchase Agreement, we agreed to issue and sell in the Private Placement 80,000 Shares, Pre-Funded Warrants to purchase up to
an aggregate of 186,666 shares of Common Stock and Common Stock Purchase Warrants to purchase up to an aggregate of 266,667 shares of
Common Stock (collectively with the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants, the “Warrant Shares”).
The purchase price per Share and associated Common Stock Purchase Warrant was $30.00, and the purchase price per Pre-Funded Warrant and
associated Common Stock Purchase Warrant was $29.9998.
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Each
Common Stock Purchase Warrant entitles the holder, for a period of five years and 6 months, to purchase one share of Common Stock at
an exercise price of $30.00 per share. Each Pre-Funded Warrant entitles the holder, for a period until all Pre-Funded Warrants are exercised,
to purchase one share of Common Stock at an exercise price of $0.0001 per share. The Warrants also contain customary beneficial ownership
limitations that may be waived at the option of each holder upon 61 days’ notice to the Company.
On
November 2, 2023, we closed a private placement (the “November 2023 Private Placement”) with an institutional investor pursuant
to which we sold an aggregate of $4,000,003 of securities in a private placement consisting of (i) 130,000 shares of Common Stock, (ii)
a pre-funded warrant to purchase 850,393 shares of Common Stock at an exercise price of $0.0001 per share, (iii) a five-year Series A
Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock with an exercise price of $3.83 per share and (iii) an
18-month Series B Common Stock Purchase Warrant (the “Series B Warrant”) to purchase up to 980,393 shares of Common Stock
with an exercise price of $3.83 per share.
On
February 14, 2024, we entered into a warrant inducement letter agreement (the “Inducement Agreement”) with the same institutional
investor pursuant to which the investor agreed to exercise for cash the entirety of the Series B Warrant issued in November 2023 at a
reduced exercise price of $4.02 per share (with such exercise price being established for purposes of compliance with the listing rules
of the Nasdaq Stock Market), resulting in gross proceeds to us of approximately $4.0 million. The resale of the shares of Common Stock
underlying the Series B Warrant has been registered pursuant to a Registration Statement on Form S-1 (File No. 333-275726), which became
effective with the SEC on December 1, 2023.
Pursuant
to the Inducement Agreement, in consideration for the immediate exercise of the Series B Warrant in full, we agreed to issue to the investor
the two Inducement Warrants in a new private placement transaction. The Inducement Warrants are identical to each other, other than their
dates of expiration, and are substantially identical to the Series B Warrant. The Inducement Transaction closed on February 20, 2024.
On
June 10, 2024, we entered into a securities purchase agreement (the “June 2024 SPA”) with V-CO Investors LLC, a Wyoming limited
liability company (“V-CO”). V-CO is an affiliate of Seneca, a leading independent private equity firm.
Pursuant
to the June 2024 SPA, we sold to V-CO in a private placement offering: (i) 169,498 shares of our Common Stock, (ii) a pre-funded warrant
(which we refer to herein as the Pre-Funded Warrant) to purchase 3,050,768 shares of Common Stock (which we refer to herein as the Pre-Funded
Warrant Shares), and (iii) a Common Stock Purchase Warrant (which we refer to as the June 2024 Warrant) to purchase up to 3,220,266 shares
of Common Stock (which we refer to herein as the June 2024 Warrant Shares). V-CO paid a purchase price of $2.329 for each share and Pre-Funded
Warrant Share and associated June 2024 Warrant, with such price being established for purposes of compliance with the listing rules of
the Nasdaq Stock Market LLC. The private placement closed on June 10, 2024. We received gross proceeds of $7,500,000 from the private
placement. No placement agent was used in connection with the private placement.
The
June 2024 Warrant has a five-year term, an exercise price of $2.204 per share and became exercisable immediately as of the date of issuance.
The Pre-Funded Warrant has a term ending on the complete exercise of the Pre-Funded Warrant, an exercise price of $0.0001 per share and
became exercisable immediately as of the date of issuance. The June 2024 Warrant and the Pre-Funded Warrants also contain customary stock-based
(but not price-based) anti-dilution protection as well as beneficial ownership limitations that may be waived at the option of the holder
upon 61 days’ notice to us.
On
June 20, 2024, we issued 85,000 stock options to certain employees and officers with an exercise price of $2.38 per share, 17,000 of
these options vested one-fifth on the date of grant, and one-fifth vests annually through June, 20, 2028. Additionally, we issued 20,000
stock options to board members with an exercise price of $2.38 per share, 10,000 of these options vested 50% on the date of grant, and
25% vest on September 30, 2024, and the remaining 25% vest on December 31, 2024. Lastly, we issued warrants to purchase 4,000 shares
of the Company’s common stock to a certain consultant for business developments services with an exercise price of $2.38 per share,
these warrants vested immediately upon issuance. These warrants may be exercised only for cash, and the exercise price is subject to
customary, stock-based anti-dilution protection.
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On
September 7, 2024 (the “Grant Date”), we granted 1,020,487 stock options, to certain employees, consultants and officers
with an exercise price of $2.64 per share, such grant was made under but subject to stockholder approval of the Company’s 2024
Omnibus Equity Incentive Plan and such grant at our 2024 Annual Meeting. Such meeting was held, and such stockholder approval was obtained,
on November 26, 2024. Stock options shall vest and become exercisable in three installments on the first, second and third anniversaries
of the Date of Grant subject to achievement of the following three performance metrics: (1) quarter over quarter revenue growth of at
least 15% over the same prior year quarter, (2) total stockholder return from date of grant of 3X or greater, and (3) positive cash flow
for two consecutive quarters.
On
September 18, 2024, we entered into a securities purchase agreement (the “September 2024 SPA”) with certain institutional
investors in connection with a registered direct offering (the “September 2024 Offering”), priced at-the-market under Nasdaq
Stock Market rules, to purchase 1,363,812 shares of Common Stock at a purchase price of $3.15 per share. No common stock purchase warrants
were offered or issued to investors in the September 2024 Offering.
On
December 22, 2024, we entered into a securities purchase agreement (the “December 2024 SPA”) with certain institutional investors
(who are the selling stockholders named herein) in connection with a registered direct offering, priced at-the-market under Nasdaq Stock
Market rules, to purchase 709,220 shares of Common Stock and, in a concurrent private placement (collectively, with the registered direct
offering, the “December 2024 Offering”), warrants (the “December 2024 Warrants”) to purchase up to 709,220 shares
of Common Stock (the shares of Common Stock issuable upon exercise of the December 2024 Warrants, the “December 2024 Warrant Shares”).
The combined purchase price per share and each of the December 2024 Warrants is $4.935. The December 2024 Warrants are immediately exercisable
upon issuance, will expire two years following the issuance date and have an exercise price of $4.81 per share
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table summarizes the outstanding number of awards granted under the 2017 Plan, the 2019 Plan and the 2024 Omnibus Plan as of
December 31, 2024.
Plan category:
Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)
Weighted Average
Exercise Price of
Outstanding Options (b)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c)
Equity compensation plans approved by stockholders
2017 Plan (1)
53,333
$ —
—
2019 Plan (2)
174,380
$ —
—
2024 Omnibus Plan (3)
1,600,000
$ —
579,513
Total
1,827,713
$ 57.35
579,513
(1)
The
2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our board of directors
and stockholders have approved a total reserve of 53,333 shares for issuance under the 2017 Plan.
(2)
The
2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our board of directors
and stockholders have approved a total reserve of 174,380 shares for issuance out of which 10,000 shares have been exercised under
the 2019 Plan. A total of 287 shares remaining for issuance in the 2019 Plan were retired with the approval and adoption of the 2024
Omnibus Plan.
(3)
The
2024 Omnibus Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our board
of directors and stockholders have approved a total reserve of 1,600,00 shares for issuance under the 2024 Omnibus Plan.
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Dividend
Policy
As
of the date of this Annual Report on Form 10-K, we have never paid or declared any cash dividends on our common stock, and we do not
anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future
earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of
our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects,
contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Our future
ability to pay cash dividends on our stock may also be limited by the terms of any future debt or preferred securities or future credit
facility.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers.
None.
Item
6. Reserved.