Item 3.01 Notice of a Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On November 16, 2022, Vivos Therapeutics, Inc. (the "Company") received a staff
deficiency notice from The Nasdaq Stock Market ("Nasdaq") indicating that,
because Nasdaq has not yet received the Company's Form 10-Q for the quarter
ended September 30, 2022, the Company no longer complies with the Nasdaq Listing
Rules for continued listing under Rule 5250(c)(1) (the "Periodic Filing
Requirement").
Nasdaq's notice has no immediate effect on the listing of the Company's common
stock on the Nasdaq Capital Market.
As reported in a press release dated August 26, 2022, the Company previously
received a deficiency notice from Nasdaq for failing to file its Form 10-Q for
the quarter ended June 30, 2022. The Company's failure to file its Form 10-Q for
the quarter ended September 30, 2022 is considered an additional delinquency
under the Nasdaq Listing Rules. As a result of this additional delinquency, the
Company expects to submit to Nasdaq an updated plan to regain compliance with
the Periodic Filing Requirement which would allow the Company to regain
compliance by February 20, 2023. Nasdaq in its discretion may (i) grant the
Company until such date to regain compliance, (ii) approve an earlier date or
(iii) not agree to the Company's compliance plan.
The Company was unable to file its Form 10-Q for the quarters ended June 30,
2022, and September 30, 2022 within the prescribed time period without
unreasonable effort or expense due to the Company's review of certain technical
matters pertaining to the Company's revenue recognition policies related to ASC
Topic 606. As reported by the Company in its press release dated November 22,
2022, the Company has resolved any open matters on this topic, and accordingly
restated its Form 10-Q for the period ended March 31, 2022 on November 25, 2022.
The Company plans to file its second and third quarter Form 10-Q reports for
2022 in the coming weeks, which filings would resolve any delinquent filing
concerns by Nasdaq; however assurance can be given that the Company will be able
to regain compliance with the Periodic Filing Requirement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated November 28, 2022 as issued by Vivos
Therapeutics, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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