VIVOS INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information The Company’s common stock is traded on the OTCQB Marketplace under the symbol “RDGL.” The following table sets forth, in U.S. dollars, the high and low closing prices for each of the calendar quarters indicated, as reported by the OTCQB Marketplace, for the past two fiscal years. Such OTCQB Marketplace quotations reflect inter-dealer prices, without markup, markdown or commissions and, particularly because our common stock is traded infrequently, may not necessarily represent actual transactions or a liquid trading market. High Low 2023 Quarter ended December 31 $ 0.085 $ 0.0412 Quarter ended September 30 $ 0.08 $ 0.0481 Quarter ended June 30 $ 0.1195 $ 0.0491 Quarter ended March 31 $ 0.0738 $ 0.0431 2022 Quarter ended December 31 $ 0.0695 $ 0.04 Quarter ended September 30 $ 0.0809 $ 0.0461 Quarter ended June 30 $ 0.1264 $ 0.0555 Quarter ended March 31 $ 0.0855 $ 0.0405 Holders As of March 18 , 2024, we had 389,894,033 shares of common stock, par value $0.001 per share, issued and outstanding, which were held by approximately 223 shareholders of record. Our transfer agent is Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2023 with respect to the Company’s equity compensation plans previously approved by stockholders and equity compensation plans not previously approved by stockholders. Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by stockholders 25,777,500 $ 0.09 32,836,047 Equity compensation plans not approved by stockholders 34,115,309 $ 0.07 - Total 34,115,309 (1) $ 0.07 (1) - (1) In addition to the 2015 Plan (defined below), the Company has individual compensation arrangements under which equity securities are authorized for issuance in exchange for consideration in the form of goods or services of certain individuals. 22 2015 Omnibus Securities and Incentive Plan In October 2015, our Board of Directors and stockholders approved the adoption of the 2015 Omnibus Securities and Incentive Plan (the “ 2015 Plan ”). The 2015 Plan authorizes a pre-determined number of shares of common stock for issuance to all employees of the Company or any subsidiary of the Company, any non-employee director, consultants and independent contractors of the Company or any subsidiary, and any joint venture partners (including, without limitation, officers, directors and partners thereof) of the Company or any subsidiary. The aggregate number of shares that may be issued under the Plan shall not exceed twenty percent (20%) of the issued and outstanding shares of common stock on an as converted primary basis on a rolling basis. For calculation purposes, the As Converted Primary Shares (as defined in the 2015 Plan) shall include all shares of common stock and all shares of common stock issuable upon the conversion of outstanding preferred stock and other convertible securities, but shall not include any shares of common stock issuable upon the exercise of options, warrants and other convertible securities issued pursuant to the 2015 Plan. As of December 31, 2023, the Converted Primary Shares calculation results in 32,836,047 aggregate shares that may be issued under the 2015 Plan. The 2015 Plan is administered by the Company’s Compensation Committee, who may issue awards in the form of stock options and/or restricted stock awards. Effective December 31, 2023, an aggregate total of 44,462,500 restricted stock units (“ RSUs ”) under the 2015 Plan were authorized, but as of March 1, 2024, an aggregate total of 24,985,000 RSUs had been issued. Recent Sales of Unregistered Securities Below is a description of all unregistered securities issued by the Company during and subsequent to the quarter ended December 31, 2023, through the date of this report. Each of the issuances identified below were issued in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 3(a)(9) and/or 4(2) thereof. Issuances During the Quarter Ended December 31, 2023 During the quarter ended December 31, 2023, the Company: (1) completed the sale of 8,132,000 shares of common stock pursuant to its Regulation A+ offering, conducted under the Company’s offering statement on Form 1-A, originally filed with the SEC on September 1, 2021 (File No. 024-11627) (the “ Offering Statement ”), qualified by the SEC on September 15, 2021, as amended and qualified by the SEC on October 17, 2022, and December 6, 2023 (the “ Regulation A+ Offering ”); (2) 500,000 shares of common stock issued to settle accounts payable; (3) 4,720,505 shares of common stock issued in cashless exchanges of warrants; and (5) 4,000,000 shares of common stock in vested restricted stock units. Issuances Subsequent to December 31, 2023 Through March 18, 2024, there have been 2,000,000 shares of common stock issued for cash pursuant to the Regulation A+ Offering. ITEM 6. [RESERVED]