aibioVivos Therapeutics issues convertible note of up to $5,000,000
Tickers VVOS
Vivos Therapeutics can draw up to $5,000,000 under a note from V-CO Investors 4 LLC, which adds a 10% bridge fee to each amount advanced and converts into the equity of a planned financing. The lender may call the note on demand once the June 30, 2026 Outside Date has passed.
Key facts
- Company
- Vivos Therapeutics, Inc. (NASDAQ: VVOS)
- News type
- Debt Financing
- Primary source
- SEC filing exhibit 4.1
The note
Vivos Therapeutics, Inc. (VVOS) issued a convertible promissory note dated May 7, 2026 to V-CO Investors 4 LLC, a Wyoming limited liability company. The maximum principal is $5,000,000, and the lender must advance funds through close of business on June 30, 2026, the note's Outside Date, up to that maximum. The first $500,000 was advanced on the date of issue.
Each amount funded is added to principal together with a bridge financing fee of 10% of that amount. The note treats the fee as an original issuance discount. Schedule A to the note shows the first advance on May 7, 2026: $500,000 funded, a $50,000 fee and total principal of $550,000. Interest is simple, at 15% a year, and it starts to accrue only after an event of default.
Due on demand
The note is due on demand, but the lender may not demand payment before the Outside Date. After that date, all principal and accrued interest is payable in cash, and the company may prepay in whole or in part without penalty.
Default and remedies
An event of default includes a failure to pay within three business days after notice, a material breach of another covenant that continues for five business days after notice, and voluntary bankruptcy or insolvency steps. An involuntary proceeding is also a default if it is not dismissed within thirty days. For a payment default, a covenant default or a voluntary insolvency step, the lender may declare everything due by written notice. For an involuntary proceeding that is not dismissed in time, the amounts become due automatically.
The proposed financing
The company describes the note as short-term funding ahead of a proposed equity financing of up to $5,500,000, which it expects to complete by June 30, 2026. The lender or its affiliates are currently anticipated to sponsor that financing, but the note does not require them to do so.
If the financing closes before the Outside Date, the note converts automatically, dollar for dollar, into the equity issued in that financing. The note does not set the price, class or share count of that equity, so the note itself gives no way to measure the dilution to existing holders. The proceeds of the note may be used only for general working capital. The lender may recover costs of preparing the note up to $10,000 and its costs of enforcing it, including legal fees. Bradford Amman, chief financial officer, signed for the company.
The lender will also offset unreimbursed out-of-pocket expenses that Seneca Partners incurred on its activities with Vivos, and it will provide a schedule supporting those expenses.
Affiliates and the prior note
The note names the lender's affiliates as V-CO Investors LLC, V-Co Investors 2 LLC, V-Co Investors 3 LLC, SP Manager LLC and Michael C. Skaff. A prior convertible promissory note, dated January 15, 2026, was made to V-Co Investors 3 LLC. The new note states that it is separate from that prior note and that the prior note was terminated and converted into equity securities of the company on March 31, 2026. The note does not say how much the prior note advanced or what equity it converted into.
Who is named
The lender on this note is V-CO Investors 4 LLC. The note names no placement agent or financial advisor for the proposed financing and no legal counsel for either side.
Losses and cash
The annual report, filed April 15, 2026, shows revenue of $17.4 million in 2025, up from $15.0 million in 2024. The net loss widened to $21.2 million in 2025 from $11.1 million in 2024. Cash used in operations rose to $15.3 million from $12.7 million.
The company used $15.3 million in operations in 2025. At the end of 2024 it held $6.3 million in cash and cash equivalents, which is less than the cash it used in operations in 2025. The annual report figures cited here give no cash balance for the end of 2025, so the cash on hand when the note was issued is not shown, and a $5,000,000 maximum draw sits against a net loss that widened in 2025.