Current Report · Items 1.01, 5.02, 9.01 · 8-K/A
Vivos Inc
RDGLOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 1.01 Entry into a Material Definitive Agreement. See Item 5.02. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Brad Allan Weeks On September 15, 2025, Vivos Inc.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
See
Item 5.02.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Brad Allan Weeks
On
September 15, 2025, Vivos Inc. (the “ Company ”) appointed Brad Allan Weeks as President of the Company, pursuant to
an employment agreement entered into between the Company and Mr. Weeks (the “ Employment Agreement ”). From 2024 to
September 15, 2025, Mr. Weeks served as the Company’s Business Development Manager for both the
IsoPet® and RadioGel® divisions. Prior to his engagement with the Company, Mr. Weeks served as Quality Assurance and Regulatory
Affairs Engineer for Cadwell Industries, Inc.
The
Employment Agreement provides that Mr. Weeks shall serve as President for a term effective September 1, 2025, ending on December 31,
2027, which term may be extended by written agreement of both parties. Pursuant to the Employment Agreement, Mr. Weeks shall receive:
(i) an annual base salary of $192,000; (ii) a monthly grant of $3,000 in shares common stock of the Company at the end of each fiscal
quarter based on the closing price of the Company’s common stock at the end of such fiscal quarter; and (iii) customary benefits
and reimbursement for reasonable out-of-pocket business expenses. The Employment Agreement also provides customary provisions relating
to, among other things, clawback rights, confidentiality, non-competition, and non-solicitation.
Mr.
Weeks is a seasoned leader with extensive experience in the medical device and biotechnology sectors. As President Brad plays a pivotal
role in business development, team expansion, and strategic partnerships, contributing to the Company’s growth in targeted cancer
therapies that deliver radioactive agents directly to tumors while minimizing damage to healthy tissue. Brad has built a distinguished
career in healthcare innovation, holding leadership positions at organizations focused on advancing medical technologies and patient
outcomes. His expertise includes forging international collaborations, such as recent engagements in India. Passionate about groundbreaking
solutions that improve lives, Brad is actively involved in promoting the Company’s mission to revolutionize oncology through safer,
more effective radionuclide therapies. Mr. Weeks holds a Master of Business Administration (MBA)
with a focus on Technology Management.
There
are no arrangements or understandings between Mr. Weeks and any other person pursuant to which he was appointed as the Company’s
President, and, except as discussed herein, Mr. Weeks is not a participant in any related party transaction required to be reported pursuant
to Item 404(a) of Regulation S-K.
Appointment
of David J. Swanberg
On
September 15, 2025, the Company appointed David J. Swanberg as Chief Operating Officer of the Company, pursuant to an executive consulting
agreement entered into between the Company and Mr. Swanberg (the “ Consulting Agreement ”). The Consulting Agreement
provides that Mr. Swanberg shall serve as Chief Operating Officer for a term effective September 1, 2025, ending on December 31, 2028,
which term may be extended by written agreement of both parties. Pursuant to the Agreement, Mr. Swanberg shall receive: (i) compensation
for consulting a rate of $12,000 per month; and (ii) a monthly grant of $3,000 in shares common stock of the Company at the end of each
fiscal quarter based on the closing price of the Company’s common stock at the end of such fiscal quarter. The Consulting Agreement
also provides customary provisions relating to, among other things, confidentiality, non-competition, and non-solicitation.
Mr.
Swanberg has over 35 years’ experience in Radiochemical Processing, Medical Isotope Production, Nuclear Waste Management, Materials
Science, Regulatory Affairs, and Project Management. He has worked in diverse organizations ranging from small start-up businesses to
corporations with multi-billion-dollar annual revenues. Most recently, he served as Technology Development Project Manager for Washington
River Protection Solutions, from 2010 to 2024. Prior to 2010, she served as Senior Chemical/Environmental Engineer for Science Applications
International Corporation since 2008. He has also previously served as Executive Vice President of Operations for IsoRay Medical Inc.
managing day-to-day operations, R&D, and New Product Development. Mr. Swanberg was a co-founder of IsoRay and led the initial Cs-131
brachytherapy seed product development, FDA 510(k) submission/clearance, and NRC Sealed Source review and registration. He led the radiation
dosimetry evaluations to meet American Association of Physicists in Medicine guidelines and is a current member of the AAPM. Mr. Swanberg
served on the IsoRay Board of Directors and participated in several capital financing rounds totaling over $30.0 million. Mr. Swanberg
has been actively engaged with the Company in his previous role as Chief Technical Manager since 2017. He has been integrally involved
in product development, production, user training, regulatory submissions, and intellectual property development. He holds a BA in Chemistry
from Bethel University (MN) and an MS in Chemical Engineering from Montana State University. He has numerous technical publications and
holds several patents.
There
are no arrangements or understandings between Mr. Swanberg and any other person pursuant to which he was appointed as the Company’s
Chief Operating Officer, and, except as discussed herein, Mr. Swanberg is not a participant in any related party transaction required
to be reported pursuant to Item 404(a) of Regulation S-K.
The
descriptions of the Employment Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the Employment Agreement and the Consulting Agreement, copies of which are attached hereto as Exhibit
10.1 and Exhibit 10.2, and incorporated herein by reference.