Monitor for any future conversion of the Series D Preferred into common stock at $0.08 per share, which could create significant dilution if exercised. The $250,000 cash infusion is modest and likely funds working capital. No financial statements were filed, so assess the company's cash runway from the next quarterly report.
Price Chart
Executive Summary
Vivos Inc. entered into a Stock Purchase and Exchange Agreement with board member Carl Cadwell, who purchased 250,000 shares of newly created Series D Convertible Preferred Stock for $250,000 and exchanged all 385,302 outstanding shares of Series C Preferred for Series D Preferred. The Series C Preferred was subsequently eliminated via a Certificate of Elimination, simplifying the capital structure. The transaction provides $250,000 in new cash and consolidates preferred equity into a single series with a $0.08 conversion price.
Key Financial Metrics
Key Facts
- Board member Carl Cadwell purchased 250,000 Series D Preferred shares for $250,000 ($1.00 per share)
- Cadwell exchanged 385,302 Series C Preferred shares for an equal number of Series D Preferred shares
- All Series C Preferred shares were eliminated; no Series C shares remain outstanding
- 635,302 Series D Preferred shares outstanding post-transaction with a conversion price of $0.08 per share
- Series D Preferred has a stated value of $1.00 per share; authorized at 1.0 million shares out of 10.0 million total preferred shares
- The $250,000 purchase price was paid via wire transfer on October 1, 2026, prior to the closing date
- Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D
Financial Impact
The company received $250,000 in new cash from the Series D purchase. The exchange of Series C for Series D Preferred is a like-kind swap with no change in stated value ($385,302). The elimination of Series C Preferred simplifies the capital structure but does not change total preferred equity outstanding.
Risk Factors
- The Series D Preferred carries a conversion price of $0.08 per share, which could result in substantial dilution to common shareholders if converted
- The company's securities are not listed on any exchange (trading symbol N/A), limiting liquidity and price discovery
- No financial data was provided in this filing, making it impossible to assess the company's current financial health or cash runway
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-046354 |
| Exhibit: ex10-1.htm | 0001493152-26-046354 |
| Exhibit: ex3-1.htm | 0001493152-26-046354 |
| Document: 0001493152-26-046354-index-headers.html | 0001493152-26-046354 |
| Document: 0001493152-26-046354-index.html | 0001493152-26-046354 |
| Document: 0001493152-26-046354.txt | 0001493152-26-046354 |
US Market Status
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