Vivos Proxy Seeks Approval for 1-for-20 to 1-for-40 Reverse Split and Up to 98M Dilutive Shares

summarizeSummary

Vivos' preliminary proxy asks shareholders to approve a 1-for-20 to 1-for-40 reverse split to cure its Nasdaq bid-price deficiency, plus issuance of up to 18.5M Seneca shares and 80M Series C conversion shares — roughly 55% and 238% of current shares outstanding.

check_boxKey Events · Corporate Governance and Compliance · VVOS

• Reverse Split Proposed to Cure Nasdaq Deficiency

  Proposal 5 authorizes a 1-for-20 to 1-for-40 reverse split, with the Board setting the exact ratio and able to abandon it. It targets the June 5, 2026 Nasdaq $1.00 bid-price notice; the initial compliance period runs to December 2, 2026.

• Seneca Conversion Approval Covers 18.5M Shares

  Proposal 6 seeks Nasdaq 5635(b)/(d) approval for up to 18,476,959 shares on conversion of Series A preferred and exercise of warrants held by New Seneca Partners and the V-Co vehicles — about 55% of the 33,609,393 shares outstanding as of the October 9, 2026 record date.

• Series C Conversion Could Add 80M Shares

  Proposal 7 would lift the 6,718,517-share exchange cap on the Series C preferred issued to SOD Sciences, allowing conversion of up to 80,000,000 shares at a fixed $0.15 — roughly 238% of current shares outstanding, or about 70.4% of the post-conversion base.

• Equity Plan Reserve Would Rise to 9M Shares

  Proposal 8 adds 4,900,000 shares to the 2024 Omnibus Plan, taking the reserve from 4,100,000 to 9,000,000 — about 15% of shares outstanding, or roughly 27% if the full reserve is counted against today's share count.

auto_awesomeAnalysis · VVOS · Industrial Applications And Services

This preliminary proxy puts the company's survival math in front of shareholders. Vivos is asking for a reverse split of 1-for-20 to 1-for-40 to lift the stock back above Nasdaq's $1.00 bid minimum after the June 5, 2026 deficiency notice, with the initial compliance window running to December 2, 2026. It also wants clearance to issue up to 18,476,959 shares to the Seneca/V-Co vehicles (about 55% of the 33.6M shares outstanding) and up to 80,000,000 shares on Series C conversion at a fixed $0.15 (about 238% of outstanding). Those votes do not create new dilution by themselves — the securities already exist — but approval removes the Nasdaq 19.99% caps and makes the overhang tradable. A separate proposal converts the company to Nevada, cutting Delaware franchise tax and extending statutory liability protection to officers. Against a $1.8M cash position and a going-concern warning from the Q2 10-Q, the reverse split and the dilution approvals are the levers management has to keep the listing and fund operations.