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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-25 · 869 added, 902 removed, 279 unchanged (86% of the section changed)

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of Disclosure Controls and Procedures

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required

to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed,

summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the

Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

We, under the supervisions of and with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, have evaluated the effectiveness of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were not

effective because of material weakness in our internal control over financial reporting arising from an accumulation of significant

deficiencies which amounted to a material weakness as of December 31, 2020 and 2019.

The material weakness is further described

below in Material Weakness in Internal Control Over Financial Reporting .

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to

be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized

and reported within the appropriate time periods, and that such information is accumulated and communicated to our Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

We, under the supervisions of

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness

of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that the design and operation of our disclosure controls and procedures were not effective because of material weakness in our internal

control over financial reporting as of December 31, 2021.

The material weakness is further described below.

Weakness in Internal Control Over Financial Reporting

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registered public accounting firm identified a material weakness in our internal control over financial reporting.

weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

The material weakness in our case arose from an accumulation of significant deficiencies which amounted to

a material weakness in internal controls.

Such significant deficiencies identified included insufficient supporting documentation

and inadequate review of certain journal entries, segregation of duties, and inadequate application of accounting guidance.

we have concluded that this material weakness does not require a restatement of or change in our consolidated financial statements

for any prior interim period.

We also developed a remediation plan for this material weakness which is described below in Remediation

of Material Weakness .

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

year ended December 31, 2021, the material weakness related to the operating effectiveness of our review controls in that we did not

put the appropriate resources in place to be able to identify technical accounting issues and perform review functions appropriately.

Material errors were also identified in our analysis and review of our VIP contracts for applicable factors to meet the definition of

a contract under ASC 606 Contracts with Customers , step 1, and our evaluation of our note receivable with respect to our former

Orem dental clinic for impairment in accordance with ASC 310 Receivables Nonetheless, we have concluded that this material weakness

does not require a restatement of or change in our consolidated financial statements for any prior interim period.

We also developed

a remediation plan for this material weakness which is described below.

of Material Weakness

believe we have corrected all errors identified for fiscal 2019 and fiscal 2020.

In addition, we are committed to

maintaining a strong internal control environment and implementing measures designed to help ensure that significant deficiencies contributing

to the material weakness are remediated as soon as possible.

We believe we have made progress towards remediation and continue

to implement our remediation plan for the material weakness in internal control over financial reporting described above, which includes

steps to increase dedicated personnel, improve reporting processes, design and implement new controls, and enhance related supporting

We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time,

and management has concluded, through testing, that the controls are operating effectively.

Management’s

are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that significant

deficiencies contributing to the material weakness are remediated as soon as possible.

We believe we have made progress towards remediation

and continue to implement our remediation plan for the previously reported and current material weakness in internal control over financial

reporting, which includes steps to increase dedicated personnel, improve reporting processes, design, and implement new controls, and

enhance related supporting technology.

We will consider the material weakness remediated after the applicable controls operate for a

sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Report on Internal Control over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of our independent registered public accounting firm due to a transition period established

by rules of the SEC for newly public companies.

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

in Internal Control over Financial Reporting

As outlined above, due to

the identification of the material weakness , we continue to strengthen our internal control structure by adding accounting staff,

adjusting segregation of duties, adding additional levels of review, and adding technical support.

We made no other changes in internal

control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December

31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

hired an Assistant Controller in first quarter 2021 to build our accounting team and help remediate our significant deficiencies in our

internal control procedures over financial reporting as described above in Remediation of Material Weakness .

to the identification of the material weakness described above , we continue to seek to strengthen our internal control structure

by adding accounting staff, adding additional levels of review, adding accounting technical support, and implementation of a

new enterprise resource planning system.

Except as described herein, we made no other changes in internal control over financial reporting,

as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the year ended December 31, 2021 that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

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following table sets forth the names, positions and ages of our directors and executive officers as of March 31, 2022.

Our directors are elected by our stockholders at the annual meeting of the stockholders, and have been elected via written consent

of a majority of stockholders, and serve until the next annual meeting of the stockholders or, in absence of such annual meeting,

until their successors are elected and qualified.

Officers are elected by our board of directors and their terms of office are

at the discretion of our board, subject to applicable employment agreements.

Our directors

are elected by our stockholders at the annual meeting of the stockholders and have been elected via written consent of a majority of

stockholders, and serve until the next annual meeting of the stockholders or, in absence of such annual meeting, until their successors

are elected and qualified.

Officers are elected by our board of directors and their terms of office are at the discretion of our board,

subject to applicable employment agreements.

Term of Office

Kirk Huntsman

Chairman of the Board and Chief Executive Officer

Chief Medical Officer and Director

Co-founder, Chairman of the Board and

Chief Executive Officer

Financial Officer, Secretary

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in the country, with over 165 practices in 15 states.

After a successful sale of Dental One to MSD Capital in 2008 and subsequent

merger in 2009 with Dental Care Partners, Mr.

Huntsman was appointed in 2010 as Chief Executive Officer of ReachOut Healthcare

America, a Morgan Stanley Private Equity portfolio company.

In 2012, he founded Xenith Practices, LLC, a DSO focused on rolling

up larger independent general dental offices, which were sold in 2015.

After a successful sale of Dental One to MSD Capital in 2008 and subsequent merger

in 2009 with Dental Care Partners, Mr.

Huntsman was appointed in 2010 as Chief Executive Officer of ReachOut Healthcare America, a Morgan

Stanley Private Equity portfolio company.

In 2012, he founded Xenith Practices, LLC, a DSO focused on rolling up larger independent general

dental offices, which were sold in 2015.

From January 2014 to September 2015, Mr.

Huntsman founded

and served as the Chief Executive Officer of Ortho Ventures, LLC, a US distributor of certain pediatric oral appliances with applications

for pediatric sleep disordered breathing.

Since November 2015, he has served as the Chief Executive Officer of First Vivos, Inc.,

which is now our wholly owned subsidiary.

He was also a founding member of the Dental Group Practice Association (DGPA), now known

as the Association of Dental Support Organizations (ADSO).

Huntsman founded and served as the Chief Executive

Officer of Ortho Ventures, LLC, a U.S.

distributor of certain pediatric oral appliances with applications for pediatric sleep disordered

Since November 2015, he has served as the Chief Executive Officer of First Vivos, Inc., which is now our wholly owned subsidiary.

He was also a founding member of the Dental Group Practice Association (DGPA), now known as the Association of Dental Support Organizations

He is the father of Todd Huntsman, Sr.

Vice President, Product and

He holds a BS degree in finance from Brigham Young University.

Dave Singh, DMD, Ph.D., DDSc.

is the founder of our company and has served as our Chief Medical Officer and as a director

since September 2016.

Until June 2019, he also served as our President.

Since January 2008, Dr.

Singh served as the Chief Executive

Officer of BioModeling Solutions, Inc., which became our wholly owned subsidiary.

Singh is regarded as a leading professor

in the field of SDB in all its many forms.

He was awarded a grant by the British Society for Developmental Biology (University

of Oxford, UK), and later was appointed to the Board of Examiners, Royal College of Surgeons of England.

As an “outstanding

professor”

supported by Harvard University, University of Michigan, and University of Hawaii, he was invited to relocate

to the US where he led a NIH-funded program of clinical craniofacial research.

Currently, he is a Board Member of the American

Sleep and Breathing Association and Member of the World Sleep Society.

He has published over 200 articles in the peer-reviewed

medical, dental and orthodontic literature, and 7 books/chapters.

His pioneering research into epigenetic influencers on craniofacial

growth and development led to the development of the patented DNA appliance ®

and mRNA appliance ®

He holds a DDSc in orthodontics from University of Dundee, UK, a Ph.D.

in Craniofacial Development from University

of Bristol, UK, and a BDS/DMD in dentistry from University of Newcastle, UK.

Singh was given a lifetime achievement

award as one of the world’s top 100 doctors in dentistry for his work on sleep apnea.

Vice President, Product and Technology.

He holds a BS degree in finance from Brigham Young

Amman has served as our Chief Financial Officer since October 2018.

From January 2017 to October 2018, Mr.

as the Chief Financial Officer and Chief Operations Officer of InLight Medical, a manufacturer and distributor of medical devices

cleared by the FDA for increased circulation and reduced pain.

Prior to InLight, from 2010 to 2017, he served as CereScan Corp.’s

Chief Financial Officer.

CereScan specializes in state-of-the-art functional brain imaging, utilizing a patented process, the

latest generation functional imaging SPECT and PET cameras and the industry’s leading brain imaging software to assist in

the diagnosis of a magnitude of brain-related conditions and disorders.

Amman served as Chief Financial Officer of LifeVantage

Corporation from 2006 to 2010, including during its initial public offering.

Amman holds a Master of Business Administration

from the University of Notre Dame and a BS in Accounting from the University of Denver.

Green, DDS, MBA joined our board in June 2020.

He has devoted more than 35 years to senior level executive positions.

Amman served as the

Chief Financial Officer and Chief Operations Officer of InLight Medical, a manufacturer and distributor of medical devices cleared by

the FDA for increased circulation and reduced pain.

Prior to InLight, from 2010 to 2017, he served as CereScan Corp.’s Chief Financial

CereScan specializes in state-of-the-art functional brain imaging, utilizing a patented process, the latest generation functional

imaging SPECT and PET cameras and the industry’s leading brain imaging software to assist in the diagnosis of a magnitude of brain-related

conditions and disorders.

Amman served as Chief Financial Officer of LifeVantage Corporation from 2006 to 2010, including during

its initial public offering.

Amman holds a Master of Business Administration from the University of Notre Dame and a BS in Accounting

from the University of Denver.

Green, DDS, MBA joined our board of directors in June 2020.

He has devoted more than 35 years to senior level executive

Since 2003, Dr.

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From 2003 to 2017 he served as Vice

President of Clinical Affairs for ReachOut Healthcare America, a Morgan Stanley Private Equity company focused on Arizona’s

underserved children’s population.

President of Clinical Affairs for ReachOut Healthcare America, a Morgan Stanley Private Equity company focused on Arizona’s underserved

children’s population.

From1997 through 2002, Dr.

Green was President of Zila Pharmaceuticals Inc.

was engaged in clinical trials, patent development and regulatory approval submissions.

Green has done extensive research

on bone growth and oral cancer.

In the mid-1980’s, Bofors Nobel-Pharma selected Dr.

Green to establish the Swedish Branemark

Dental Implant in America, now known as Nobel Biocare, the global leader in dental implants with several billions in sales.

Green discovered and patented a method of activating the titanium implant surface to enhance its success rate.

his own titanium implant company, OTC America, which was acquired after 18 months by Collagen Corporation, where he served as

Senior Vice President.

Following his tenure at Collagen, he started his own consulting firm, Biofusion Technology.

He also served

as Assistant Professor in the Tufts University School of Medicine and School of Dental Medicine in the 1970’s and 1980’s.

Green has served as President-elect and director of the Dental Manufacturers of America.

He was honored as a fellow in the

Academy of International Dentistry in Nice, France.

Green holds a DDS from the University of Iowa, an MBA from Boston University

and a BA in Biology from Graceland University.

Krammer joined our board in June 2020.

where he was engaged in clinical

trials, patent development and regulatory approval submissions.

Green has done extensive research on bone growth and oral cancer.

In the mid-1980’s, Bofors Nobel-Pharma selected Dr.

Green to establish the Swedish Branemark Dental Implant in America, now known

as Nobel Biocare, the global leader in dental implants with several billions in sales.

Green discovered and patented a method

of activating the titanium implant surface to enhance its success rate.

He started his own titanium implant company, OTC America, which

was acquired after 18 months by Collagen Corporation, where he served as Senior Vice President.

Following his tenure at Collagen, he

started his own consulting firm, Biofusion Technology.

He also served as Assistant Professor in the Tufts University School of Medicine

and School of Dental Medicine in the 1970’s and 1980’s.

Green has served as President-elect and director of the Dental

Manufacturers of America.

He was honored as a fellow in the Academy of International Dentistry in Nice, France.

Green holds a DDS

from the University of Iowa, an MBA from Boston University and a BA in Biology from Graceland University.

Krammer joined our board of directors in June 2020.

In early 2020, Ms.

Krammer was appointed as the Chief Executive Officer of Turn

Biotechnologies, a development stage company focused on reversing aging and age-related diseases.

Krammer was appointed as the Chief Executive Officer

of Turn Biotechnologies, a development stage company focused on reversing aging and age-related diseases.

From 2013 through 2018, she

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While at MBI, Inc., Ms.

Krammer also served as Vice President Global Marketing from April 2006

to August 2008 for Reliant Technologies, a venture-backed startup in aesthetic medicine.

Krammer also served as Vice President Global Marketing from April 2006 to August

2008 for Reliant Technologies, a venture-backed startup in aesthetic medicine.

From April 2004 to April 2006, Ms.

served as Sr.

Krammer served as Sr.

Director of Strategic Marketing for Medtronic Corporation.

From December 2000 to September 2001, Ms.

Vice President, Solutions Marketing for Getronics Corporation, a global IT services company.

From April 1999 to December 2000,

Krammer served as Vice President, Indirect Channel Sales and Worldwide Industry Partnership Marketing in the Itronix Division

of Acterna Corporation, an optical communications company.

Krammer’s other prior roles include serving as Director of

Worldwide Marketing and Communications for Tektronix Corporation in its Color Printing and Imaging Division from October 1997

to April 1999.

Krammer was Vice President, Solutions

Marketing for Getronics Corporation, a global IT services company.

From April 1999 to December 2000, Ms.

Krammer served as Vice President,

Indirect Channel Sales and Worldwide Industry Partnership Marketing in the Itronix Division of Acterna Corporation, an optical communications

Krammer’s other prior roles include serving as Director of Worldwide Marketing and Communications for Tektronix Corporation

in its Color Printing and Imaging Division from October 1997 to April 1999.

From October 1995 to October 1997, Ms.

Krammer was Director of Worldwide Sales and Marketing with KeyTronic Corporation,

a computer equipment manufacturer.

Krammer holds a BAIS degree with a focus on Marketing/Management from the University of

South Carolina and an International Trade Certificate from the University of Paris—Sorbonne.

Lindsay joined our board in June 2020.

Since 2008, he has served as a consultant and the director of the healthcare

and pharmaceuticals practices group with the Livingston Group.

Krammer was Director

of Worldwide Sales and Marketing with KeyTronic Corporation, a computer equipment manufacturer.

Krammer holds a BAIS degree with

a focus on Marketing/Management from the University of South Carolina and an International Trade Certificate from the University of Paris—Sorbonne.

Lindsay joined our board of directors in June 2020.

Since 2008, he has served as a consultant and the director of the

healthcare and pharmaceuticals practices group with the Livingston Group.

From February 2001 through September 2008, Mr.

Lindsay was with

UnitedHealth Group, one of the world’s largest healthcare companies, where he held a number of senior positions including

with UnitedHealth Group, one of the world’s largest healthcare companies, where he held a number of senior positions including

President of the AARP Pharmacy Services Division and Vice President of Public Communications and Strategy.

In 2008, he served

on President Obama’s transition team.

In 2008, he served on President

Obama’s transition team.

From May 1996 through January 2001, Mr.

Lindsay served in President Clinton’s

White House as Assistant to the President for the Office of Management and Administration.

His areas of responsibility included

the White House Military Office, which managed Air Force One;

Lindsay served in President Clinton’s White House as Assistant

to the President for the Office of Management and Administration.

His areas of responsibility included the White House Military Office,

which managed Air Force One;

The White House Communications Agency;

the Medical Unit and Camp

the Medical Unit and Camp David;

running the White House Operations;

and the Executive Office of the President’s Office of Administration, which was

responsible for finance, information systems, human resources, legal/appropriations and security.

Lindsay’s office was

responsible for the logistics of all domestic and international Presidential travel and special air missions.

President Clinton

Lindsay to be the operational lead for the White House’s 2001 transition preparation and execution.

through 1997, Mr.

Lindsay served as senior legislative aid and counsel to Congressman Louis Stokes (D-OH).

He worked closely with

Democrats and the Congressional Black Caucus on a number of business and economic issues.

He was also a member of Senator Hillary

Clinton’s Minnesota Finance Committee for her 2008 Presidential campaign.

Lindsay holds a graduate degree from Macalester

College in St.

and the Executive Office of the President’s Office of Administration, which was responsible for finance, information systems, human

resources, legal/appropriations and security.

Lindsay’s office was responsible for the logistics of all domestic and international

Presidential travel and special air missions.

President Clinton selected Mr.

Lindsay to be the operational lead for the White House’s

2001 transition preparation and execution.

From 1994 through 1997, Mr.

Lindsay served as senior legislative aid and counsel to Congressman

Louis Stokes (D-OH).

He worked closely with Democrats and the Congressional Black Caucus on a number of business and economic issues.

He was also a member of Senator Hillary Clinton’s Minnesota Finance Committee for her 2008 Presidential campaign.

Lindsay holds

a graduate degree from Macalester College in St.

Paul, Minnesota;

a Juris Doctorate from Case Western Reserve University School of Law;

a master’s degree

in international Affairs from Georgetown University;

and a graduate degree from the Advanced Management program at the University

of Pennsylvania’s Wharton Business School.

a master’s degree in international Affairs from Georgetown University;

and a graduate degree from the Advanced Management program

at the University of Pennsylvania’s Wharton Business School.

He is a member of the District of Columbia Bar.

Sokolow , joined our board in June 2020.

Sokolow , joined our board of directors in June 2020.

Since 2015, Mr.

Sokolow has been Chief Executive Officer and President of Newbridge

Financial, Inc., a financial services holding company and Chairman of Newbridge Securities Corporation, its full service broker-dealer.

Sokolow has been Chief Executive Officer and President

of Newbridge Financial, Inc., a financial services holding company and Chairman of Newbridge Securities Corporation, its full service

broker-dealer.

From 2008 through 2012, he served as President and Vice Chairman of National Holdings Corporation, a publicly traded financial

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From November 1999 until January 2008, Mr.

Sokolow was Chief Executive Officer and President, and a member of

the Board of Directors, of vFinance Inc., a publicly traded financial services company, which he cofounded.

Sokolow was the

Chairman of the Board of Directors and Chief Executive Officer of vFinance Inc.

from January 2007 until July 2008, when it merged

into National Holdings Corporation, a publicly traded financial services company.

Sokolow was founder, chairman and chief

executive officer of the Americas Growth Fund Inc., a closed-end 1940 Act management investment company, from 1994 to 1998.

1988 until 1993, Mr.

Sokolow was an Executive Vice President and the General Counsel of Applica Inc., a publicly traded appliance

marketing and distribution company.

Sokolow was Chief Executive Officer and President, and a member of the Board

of Directors, of vFinance Inc., a publicly traded financial services company, which he cofounded.

Sokolow was the Chairman of the

Board of Directors and Chief Executive Officer of vFinance Inc.

from January 2007 until July 2008, when it merged into National Holdings

Corporation, a publicly traded financial services company.

Sokolow was founder, chairman and chief executive officer of the Americas

Growth Fund Inc., a closed-end 1940 Act management investment company, from 1994 to 1998.

From 1988 until 1993, Mr.

Sokolow practiced corporate, securities and tax law and was one

of the founding attorneys and a partner of an international boutique law firm.

From 1980 until 1982, he worked as a Certified

Public Accountant for Ernst & Young and KPMG Peat Marwick.

Since June 2006, Mr.

Sokolow has served on the Board of Directors

of Consolidated Water Company Ltd.

CWCO) and as Chairman of its Audit Committee;

as well as a member of its Nominations

and Corporate Governance Committee since 2011.

Sokolow was an Executive

Vice President and the General Counsel of Applica Inc., a publicly traded appliance marketing and distribution company.

From 1982 until

Sokolow practiced corporate, securities and tax law and was one of the founding attorneys and a partner of an international

boutique law firm.

From 1980 until 1982, he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick.

June 2006, Mr.

Sokolow has served on the Board of Directors of Consolidated Water Company Ltd.

CWCO) and as Chairman of its

Audit Committee;

as well as a member of its Nominations and Corporate Governance Committee since 2011.

Since January 2016 Mr.

Sokolow has served as a member of the Board of Directors

of SQL Technologies Corp., d/b/a Sky Technologies and Chairman of its Audit Committee and, since September 2016, Chairman of its

Corporate Development Committee.

The Audit Committee of Vivos has determined that Mr.

Sokolow meets the statutory requirements

to be identified as the audit committee financial expert.

has served as a member of the Board of Directors of SQL Technologies Corp., d/b/a Sky Technologies (NASDAQ:

SKYX) and Chairman

of its Audit Committee from January 2016 through February 2022 and, since September 2016, Chairman of its Corporate Development

Since December 2021, Mr.

Sokolow has served as a member of the Board of Directors of Agrify Corporation (NASDAQ:

where he currently serves as a member of the Audit Committee and the Compensation Committee.

The Audit Committee of Vivos has determined

Sokolow meets the statutory requirements to be identified as the audit committee financial expert.

Thompson, M.D.

joined our board in June 2020.

joined our board of directors in June 2020.

Since December 2016, Dr.

Thompson has served as Chief Medical Officer of

Endologix LLC.

Thompson is an Adjunctive Professor at Stanford School of Medicine (since 2017) and contract surgeon and Visiting

Professor at Cleveland Clinic Lerner College of Medicine of Case Western Reserve University (since 2020).

Thompson has served as Chief Medical

Officer of Endologix LLC.

Thompson is an Adjunctive Professor at Stanford School of Medicine (since 2017) and contract surgeon and

Visiting Professor at Cleveland Clinic Lerner College of Medicine of Case Western Reserve University (since 2020).

Prior to joining Endologix,

Thompson served as Professor of Vascular Surgery at St.

George’s University of London and St George’s Vascular

Institute (2002-2016).

Thompson’s awards include a Hunterian Professorship, the Moynihan traveling fellowship and the

gold medal for the intercollegiate examination.

Thompson is also the editor of the Oxford Textbook of Vascular Surgery and

the Oxford Handbook of Vascular Surgery.

Thompson was Chair of the National Specialized Commissioning Clinical Reference Group

(2013-2016) for Vascular Services and is a founder of the British Society for Endovascular Therapy (2004).

Thompson was a

Council Member of the Vascular Society (2014-2017), and Chairman of the Vascular Society Annual Scientific Meeting (2014-2017).

Dr Thompson was the clinical director for three London-wide service reconfigurations (cardiovascular disease, major trauma and

emergency services) (2010-2013).

Thompson trained at Cambridge University (1981-1984), St.

Bartholomew’s Hospital (1984-1987),

the University of Leicester (1994) and Adelaide (1998).

George’s University of London and St George’s Vascular Institute

Thompson’s awards include a Hunterian Professorship, the Moynihan traveling fellowship and the gold medal for

the intercollegiate examination.

Thompson is also the editor of the Oxford Textbook of Vascular Surgery and the Oxford Handbook of

Vascular Surgery.

Thompson was Chair of the National Specialized Commissioning Clinical Reference Group (2013-2016) for Vascular

Services and is a founder of the British Society for Endovascular Therapy (2004).

Thompson was a Council Member of the Vascular Society

(2014-2017), and Chairman of the Vascular Society Annual Scientific Meeting (2014-2017).

Dr Thompson was the clinical director for three

London-wide service reconfigurations (cardiovascular disease, major trauma and emergency services) (2010-2013).

Thompson trained

at Cambridge University (1981-1984), St.

Bartholomew’s Hospital (1984-1987), the University of Leicester (1994) and Adelaide (1998).

and Executive Officers Qualifications

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the following qualities:

educational background, diversity of professional experience, including whether the person is a current

or was a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent

international organization, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to

represent the best interests of our shareholders.

educational background, diversity of professional experience, including whether the person is a current or was

a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international

organization, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best

interests of our shareholders.

nominating and corporate governance committee of the board of directors prepare policies regarding director qualification requirements

and the process for identifying and evaluating director candidates for adoption by the board of directors.

The above-mentioned

attributes, along with the leadership skills and other experiences of our officers and board of directors members described above,

provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of shareholder value appreciation

through organic and acquisition growth.

The above-mentioned attributes,

along with the leadership skills and other experiences of our officers and board of directors members described above, provide us with

a diverse range of perspectives and judgment necessary to facilitate our goals of shareholder value appreciation through organic and

acquisition growth.

Qualifications

Kirk Huntsman –

Our board believes that Mr.

Huntsman’s qualifications to serve on our board include his extensive

experience in the dental industry, focusing on dental support organizations by integrating cutting-edge technology and better

management practices.

Dave Singh, DMD, Ph.D., DDSc –

Our board believes that Dr.

Singh’s qualifications to serve on our board include

his extensive experience in the treatment of craniofacial conditions that are often associated with SDB and OSA and experience

in developing the patented Vivos System.

Green, DDS, MBA –

Our board believes that Dr.

Green’s qualifications to serve on our board include his extensive

experience and relationships in the dental industry, his expertise with clinical trials and executive-level experience with pharmaceutical

and dental implant firms.

Krammer –

Our board believes that Ms.

Krammer’s qualifications to serve on our board include her experience as

a director and chief executive officer, experience with startup enterprises, her successful leadership roles in securing capital

markets funding, and her experience in the pharmaceutical industry.

Lindsay –

Our board believes that Mr.

Lindsay’s qualifications to serve on our board include his director experience

Kirk Huntsman – Our board believes that Mr.

Huntsman’s qualifications to serve on our board include his extensive experience

in the dental industry, focusing on dental support organizations by integrating cutting-edge technology and better management practices.

Green, DDS, MBA – Our board believes that Dr.

Green’s qualifications to serve on our board include his extensive experience

and relationships in the dental industry, his expertise with clinical trials and executive-level experience with pharmaceutical and dental

implant firms.

Krammer – Our board believes that Ms.

Krammer’s qualifications to serve on our board include her experience as a director

and chief executive officer, experience with startup enterprises, her successful leadership roles in securing capital markets funding,

and her experience in the pharmaceutical industry.

Lindsay – Our board believes that Mr.

Lindsay’s qualifications to serve on our board include his director experience

and his experience in legal, governmental, regulatory and business development within the healthcare industry.

Sokolow –

Our board believes Mr.

Sokolow’s qualifications include his experience as a director and principal

executive officer, his legal, accounting, auditing and consulting background, and that he meets the statutory requirements to

be identified as an “audit committee financial expert.”

Sokolow – Our board believes Mr.

Sokolow’s qualifications include his experience as a director and principal executive

officer, his legal, accounting, auditing and consulting background, and that he meets the statutory requirements to be identified as

an “audit committee financial expert.”

Thompson, M.D.

– Our board believes that Dr.

Thompson’s qualifications to serve on our board include his executive-level

experience with a publicly-traded medical technology firm and his extensive medical background.

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Green and Mr.

Sokolow are “independent

directors,”

Huntsman and Dr.

Singh are “non-independent directors,”

as defined by the applicable rules

are “independent directors,” and Mr.

Huntsman is “non-independent director,” as defined by the applicable rules

and regulations of the Nasdaq.

Leadership Structure and Board’s Role in Risk Oversight

Kirk Huntsman is our Chairman of the Board as well as our Chief Executive Officer.

The Chairman has authority, among other things,

to preside over board meetings and set the agenda for board meetings.

Accordingly, the Chairman has substantial ability to shape

the work of our board.

We believe that the presence of five independent members of our board ensures appropriate oversight by

the board of our business and affairs.

Leadership Structure and Board’s Role in Risk Oversight

Kirk Huntsman is our Chairman

of the Board as well as our Chief Executive Officer.

The Chairman has authority, among other things, to preside over board meetings and

set the agenda for board meetings.

Accordingly, the Chairman has substantial ability to shape the work of our board.

We believe that

the presence of five independent members of our board ensures appropriate oversight by our board of directors of our business and affairs.

However, no single leadership model is right for all companies and at all times.

recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director,

might be appropriate.

Accordingly, the board may periodically review its leadership structure.

In addition, the board holds executive

sessions in which only independent directors are present.

board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal source of risk falls into two categories, financial and product commercialization.

Our Audit Committee oversees

management of financial risks;

our board regularly reviews information regarding our cash position, liquidity and operations,

as well as the risks associated with each.

The board regularly reviews plans, results and potential risks related to our product

offerings, growth, and strategies.

Our Compensation Committee oversees risk management as it relates to our compensation plans,

policies and practices for all employees including executives and directors, particularly whether our compensation programs may

create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on our

of the Board of Directors

Board of Directors established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The composition and function of each committee are described below.

Audit Committee has three members that are independent directors, including Mr.

The board recognizes that depending on the circumstances,

other leadership models, such as the appointment of a lead independent director, might be appropriate.

Accordingly, the board may periodically

review its leadership structure.

In addition, the board holds executive sessions in which only independent directors are present.

Our board is generally responsible

for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal source of risk falls into

two categories, financial and product commercialization.

Our Audit Committee oversees management of financial risks;

our board regularly

reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each.

The board regularly

reviews plans, results and potential risks related to our product offerings, growth, and strategies.

Our Compensation Committee oversees

risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors,

particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which

could have a material adverse effect on our company.

Committees of the Board of Directors

Our board of directors has

three standing committees:

an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The composition

and function of each committee are described below.

Audit Committee

The Audit Committee has three

members that are independent directors, including Mr.

Krammer and Dr.

serves as the chair of the Audit Committee and satisfies the definition of “audit committee financial expert”.

Audit Committee has adopted a written charter, a copy of this charter is posted on the Corporate Governance section of our website,

at www.vivoslife.com (click “Investor Relations”

and “Governance”).

Our Audit Committee

is authorized to:

and retain the independent auditors to conduct the annual audit of our financial statements;

the proposed scope and results of the audit;

and pre-approve audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

and approve transactions between us and our directors, officers and affiliates;

and prevent prohibited non-audit services;

procedures for complaints received by us regarding accounting matters;

oversee internal audit functions, if any.

Sokolow serves as the chair of the Audit

Committee and satisfies the definition of “audit committee financial expert”.

Our Audit Committee has adopted a written charter

(amended on February 25, 2022), and a copy of this charter is posted on the Corporate Governance section of our website, at www.vivos.com

(click “Investor Relations” and “Governance”).

Under such charter, our Audit Committee is authorized to:

(i) select and retain an independent registered public accounting

firm to act as our independent auditors for the purpose of auditing our annual financial statements, books, records, accounts and

internal controls over financial reporting;

(ii) set the compensation of our independent auditors;

(iii) oversee the work done by

our independent auditors;

and (iv) terminate our independent auditors, if necessary in the Audit Committee’s determination;

select, retain, compensate, oversee and terminate, if necessary,

any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit,

review or attest services for us;

(i) approve all audit engagement fees and terms (with the power

to sign any engagement letter providing for the same on behalf of our company) and (ii) pre-approve all audit and permitted non-audit

and tax services that may be provided by our independent auditors or other registered public accounting firms, and establish policies

and procedures for the Audit Committee’s pre-approval of permitted services by our independent auditors or other registered

public accounting firms on an on-going basis;

at least annually, to obtain and review a report by our independent

auditors that describes:

(i) the accounting firm’s internal quality control procedures;

(ii) any material issues raised by

the most recent internal quality control review, peer review or Public Company Accounting Oversight Board (“PCAOB”) review

or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities in the past five years

regarding one or more audits carried out by the firm and any steps taken to deal with any such issues;

and (iii) all relationships

between the firm and our company or any of its subsidiaries;

and to discuss with the independent auditors this report and any relationships

or services that may impact the objectivity and independence of the auditors;

At least annually, to evaluate the qualifications, performance and

independence of our independent auditors, including an evaluation of the lead audit partner;

and to assure the regular rotation of

the lead audit partner at our independent auditors and consider regular rotation of the accounting firm serving as our independent

review and discuss with our independent auditors:

(i) the auditors’

responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process;

overall audit strategy;

(iii) the scope and timing of the annual audit;

(iv) any significant risks identified during the auditors’

risk assessment procedures;

and (v) when completed, the results, including significant findings, of the annual audit;

review and discuss with our independent auditors:

(i) all critical

accounting policies and practices to be used in the audit;

(ii) all alternative treatments of financial information within generally

accepted accounting principles (“GAAP”) that have been discussed with management, the ramifications of the use of such

alternative treatments and the treatment preferred by the auditors;

and (iii) other material written communications between the auditors

and management;

review and discuss with our independent auditors and management:

(i) any audit problems or difficulties, including difficulties encountered by our independent auditors during their audit work (such

as restrictions on the scope of their activities or their access to information);

(ii) any significant disagreements with management;

and (iii) management’s response to these problems, difficulties or disagreements;

and to resolve any disagreements between

our auditors and management;

review with management and our independent auditors:

(i) any major

issues regarding accounting principles and financial statement presentation, including any significant changes in our management’s

selection or application of accounting principles;

(ii) any significant financial reporting issues and judgments made in connection

with the preparation of our financial statements, including the effects of alternative GAAP methods;

and (iii) the effect of regulatory

and accounting initiatives and off-balance sheet structures on our financial statements;

inform our independent auditors as requested as to the Audit Committee’s

understanding of our relationships and transactions with related parties that are significant to our company;

and to review and discuss

with our independent auditors the auditors’ evaluation of our identification of, accounting for, and disclosure of its relationships

and transactions with related parties, including any significant matters arising from the audit regarding our relationships and transactions

with related parties;

review with management and our independent auditors:

(i) the adequacy

and effectiveness of our internal controls, including any significant deficiencies or material weaknesses in the design or operation

of, and any material changes in, our internal controls;

(ii) any special audit steps adopted in light of any material control deficiencies;

(iii) any fraud involving management or other employees with a significant role in such internal controls;

(iv) the independent auditors’

attestation (as required) of the report on internal controls and the required management certifications to be included in or attached

as exhibits to our Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q, as applicable;

review and discuss with our independent auditors any other matters

required to be discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission (“SEC”);

review and discuss with our independent auditors and management

our annual audited financial statements (including the related notes), the form of audit opinion to be issued by the auditors on

the financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” to be included in our Annual Reports on Form 10-K before such reports are filed, and recommend to our board

of directors whether the audited financial statements should be included in the Company’s Form 10-K and whether the Form 10-K

should be filed with the SEC;

produce the audit committee report required to be included in our

annual or other proxy statements;

review and discuss with our independent auditors and management

our quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” to be included in our Quarterly Reports on Form 10-Q before such Form 10-Q is filed;

and to review

and discuss the Form 10-Q for filing with the SEC;

recommend to our board of directors’ policies for our hiring

of employees or former employees of our independent auditors;

establish and oversee our procedures for the receipt, retention

and treatment of complaints received about our company regarding accounting, internal accounting controls or auditing matters, or

instances of fraud or unlawful conduct, and for the confidential, anonymous submission by our employees of concerns regarding such

review and discuss with management the material risks faced by us

and the policies, guidelines and process by which management assesses and manages our risks, including our major financial risk exposures

and the steps management has taken to monitor and control such exposures;

oversee our compliance with applicable laws and regulations, except

with respect to medical, medical regulator and healthcare laws and regulations which are reviewed by the Nominating Corporate Governance

Committee, and to review and oversee our policies, procedures and programs designed to promote and monitor such legal and regulatory

review with our legal counsel, legal and regulatory matters, including

legal cases against or regulatory investigations of our company that could have a significant impact on our financial statements;

review, approve and oversee any transaction between us and any related

person (as defined in Item 404 of Regulation S-K promulgated by the SEC) and any other potential conflict of interest situations

on an ongoing basis, in accordance our policies and procedures, and to develop policies and procedures for the Audit Committee’s

approval of related party transactions.

Compensation Committee has three members that are independent directors, including Mr.

Thompson and Dr.

Lindsay serves as the chair of the Compensation Committee.

Our Compensation Committee has adopted a written charter, a copy of

this charter is posted on the Corporate Governance section of our website, at www.vivoslife.com (click “Investor

Relations”

and “Governance”).

serves as the chair of the Compensation Committee.

Our Compensation Committee has adopted a written charter, and a copy of this charter

is posted on the Corporate Governance section of our website, at www.vivos.com (click “Investor Relations” and “Governance”).

Our Compensation Committee is authorized to:

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Thompson serves as the chair of the Nominating and Corporate Governance Committee.

Our Nominating and Corporate

Governance Committee has adopted a written charter, a copy of this charter is posted on the Corporate Governance section of our

website, at www.vivoslife.com (click “Investor Relations”

and “Governance”).

The functions of our

Governance Committee, among other things, include:

Our Nominating and Corporate Governance

Committee has adopted a written charter, and a copy of this charter is posted on the Corporate Governance section of our website, at

www.vivos.com (click “Investor Relations” and “Governance”).

The functions of our Governance Committee,

among other things, include:

individuals qualified to become board members and recommending directors;

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the evaluation of our board of directors and its committees and management.

oversee our compliance with applicable medical, medical regulator and healthcare

laws and regulations.

Committee Interlocks and Insider Participation

of the members of our Compensation Committee, at any time, has been one of our officers or employees, or, during the last fiscal

year, was a participant in a related-party transaction that is required to be disclosed.

None of our executive officers currently

serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has

one or more executive officers on our Board of Directors or Compensation Committee.

of the members of our Compensation Committee, at any time, has been one of our officers or employees, or, during the last fiscal year,

was a participant in a related-party transaction that is required to be disclosed.

None of our executive officers currently serves, or

in the past year has served, as a member of our board of directors or Compensation Committee of any entity that has one or more executive

officers on our board of directors or Compensation Committee.

of Business Conduct and Ethics

have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those

officers responsible for financial reporting.

The code of business conduct and ethics is available at our website at www.vivoslife.com

(click “Investor Relations”

and “Governance”).

We expect that any amendments to the code, or any

waivers of its requirement, will be disclosed on our website.

have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers

responsible for financial reporting.

The code of business conduct and ethics is available at our website at www.vivos.com (click

“Investor Relations” and “Governance”).

We expect that any amendments to the code, or any waivers of its requirement,

will be disclosed on our website.

2019 Director Resignation Agreements

July 18, 2019, three directors of our company, Kelly J.

McCrann, Paul Lajoie and Dan McKeon, each voluntarily resigned as members

of the board of directors.

The directors resigned after discussions with the board regarding the optimal size and composition of the

board for purposes of our initial public offering and for thereafter operating as a public company.

In addition, one director resigned

due to the requirements of other professional commitments.

In connection with such resignations, we entered into separate Resignation

Agreements with each of the resigning directors.

McCrann, Paul Lajoie and Dan McKeon, each voluntarily resigned as members of

the board of directors.

The directors resigned after discussions with the board regarding the optimal size and composition of the board

for purposes of our initial public offering and for thereafter operating as a public company.

In addition, one director resigned due

to the requirements of other professional commitments.

In connection with such resignations, we entered into separate Resignation Agreements

with each of the resigning directors.

Pursuant to such Resignation Agreements, Paul Lajoie, Kelly J.

McCrann and Dan McKeon

each received options to purchase 8,334 shares of our common stock, which options have an exercise price of $7.50 per share and which

expire on July 18, 2024.

McCrann and Dan McKeon each received

options to purchase 8,334 shares of our common stock, which options have an exercise price of $7.50 per share and which expire on July

The Resignation Agreements contain customary confidentiality, non-disparagement and mutual release provisions.

We do not believe that the Resignation Agreements are material to our company on an ongoing basis.

We do not believe

that the Resignation Agreements are material to our company on an ongoing basis.

Investigation and Recommendations of Joint Board Committee

February 2020, an issue regarding stock sales by members of our senior management, was brought to the attention of the Audit Committee,

and a recommendation was made by our then General Counsel that our company adopt a new formal written policy pertaining to such

matters, which had not existed prior to this.

Further, and in order to ascertain that no violations of securities law or ethics

had occurred, an internal investigation was undertaken by a joint committee of our board consisting of the members of our board’s

Audit Committee and Nominating and Corporate Governance Committee in accordance with authority delegated to such committees under

their respective charters.

With the input of internal and external counsel, the investigation concluded that no securities laws

had been violated in connection with such sales, and further concluded that enhanced corporate governance (in the form of a formal

written policy on private stock sales requiring prior approval of our internal or external legal counsel) should be implemented.

Pursuant to the findings and recommendations of the joint committee, an insider stock resale policy and other organizational matters,

including changing of duties of certain other employees, were formally adopted by the board on April 27, 2020 and these policies

and organizational changes remain in place in all material respects.

Notwithstanding the board’s approval of these changes,

certain organizational matters that were adopted by the board, including relating to the Board’s oversight over employees,

were deemed by Mr.

Huntsman and, in certain instances, other members of the board to be inappropriate, impractical, and excessively

intrusive in day-to-day management issues, and were opposed.

Our board of directors adopted an Insider Trading policy appropriate

for a publicly-traded company which is available at our website at www.vivoslife.com (click “Investor Relations”

and “Governance”).

and a recommendation was made by our then General Counsel that our company adopt a new formal written policy pertaining to such matters,

which had not existed prior to this.

Further, and in order to ascertain that no violations of securities law or ethics had occurred,

an internal investigation was undertaken by a joint committee of our board consisting of the members of our board’s Audit Committee

and Nominating and Corporate Governance Committee in accordance with authority delegated to such committees under their respective charters.

With the input of internal and external counsel, the investigation concluded that no securities laws had been violated in connection

with such sales, and further concluded that enhanced corporate governance (in the form of a formal written policy on private stock sales

requiring prior approval of our internal or external legal counsel) should be implemented.

Pursuant to the findings and recommendations

of the joint committee, an insider stock resale policy and other organizational matters, including changing of duties of certain other

employees, were formally adopted by the board on April 27, 2020 and these policies and organizational changes remain in place in all

material respects.

Notwithstanding the board’s approval of these changes, certain organizational matters that were adopted by the

board, including relating to our board of directors’ oversight over employees, were deemed by Mr.

Huntsman and, in certain

instances, other members of the board to be inappropriate, impractical, and excessively intrusive in day-to-day management issues, and

were opposed.

Our board of directors adopted an Insider Trading policy appropriate for a publicly-traded company which is available at

our website at www.vivos.com (click “Investor Relations” and “Governance”).

Removal of Independent Directors and Reconstitution of the Board

1 unchanged sentence

Kirk Huntsman and G.

Dave Singh, who

serve as our Chairman of the Board/Chief Executive Officer and Chief Medical Officer, respectively), acted by written consent

to action under Wyoming law to remove all three independent directors then serving on our board of directors:

Cody Teets, Carol

Coughlin and Robert Mitchell.

This action was taken because of disagreements on organizational matters as described above and

further because such shareholders believed it to be in the best interest of our company to have a group of independent directors

with different experiences, perspectives and skill sets as we transitioned from a private to a public company.

Dave Singh, our Chairman

of the Board and Chief Executive Officer and our former Chief Medical Officer, respectively), acted by written consent to action under

Wyoming law to remove all three independent directors then serving on our board of directors:

Cody Teets, Carol Coughlin and Robert Mitchell.

This action was taken because of disagreements on organizational matters as described above and further because such shareholders believed

it to be in the best interest of our company to have a group of independent directors with different experiences, perspectives and skill

sets as we transitioned from a private to a public company.

the removal of these three directors, the remaining directors appointed Gregg C.E.

Johnson, a co-founder of our company who also

served as our corporate secretary from 2016 to April 2020, to our board on an interim basis until our next Annual Meeting of Shareholders.

Subsequent to their removal, two of the directors, Carol Coughlin and Robert Mitchell, voluntarily entered into Separation Agreements

with our company in July 2020.

Such Separation Agreements contained customary releases, confidentiality and non-disparagement

As consideration for the entering the Separation Agreements, Ms.

Johnson, a co-founder of our company who also served

as our corporate secretary from 2016 to April 2020, to our board on an interim basis until our next Annual Meeting of Shareholders.

to their removal, two of the directors, Carol Coughlin and Robert Mitchell, voluntarily entered into Separation Agreements with our company

in July 2020.

Such Separation Agreements contained customary releases, confidentiality and non-disparagement provisions.

As consideration

for the entering the Separation Agreements, Ms.

Coughlin and Mr.

Mitchell each received an equity

grant in the amount 16,667 shares and the ability to retain and exercise their previously granted and vested options, and we also

committed to providing continued indemnification obligations consistent with our organizational documents and to retain director’s

and officer’s insurance for a period of twenty-four months in connection with Ms.

Coughlin’s and Mr.

Mitchell’s

prior service on the board.

In August 2020, we also entered into a Separation Agreement with Cody Teets pursuant to which we are

required to purchase from Ms.

Teets and her affiliated entities 13,575 shares of Series B Preferred Stock and warrants to purchase

common stock and 16,667 shares of common stock held for an aggregate purchase price of $325,000.

In addition, pursuant to the

Separation Agreement with Ms.

Teets, since we did not close a qualified financing, as defined in the agreement of at least $3,000,000

of equity or equity-linked securities by October 28, 2020, Ms.

Teets had the option of receiving a modified consideration package

consisting of 16,667 shares of unrestricted, fully vested common stock, a grant of stock options to purchase 33,334 shares of

common stock at a price of $7.50 that would be fully vested and exercisable and $22,000 in cash.

Mitchell each received an equity grant in the amount 16,667 shares and

the ability to retain and exercise their previously granted and vested options, and we also committed to providing continued indemnification

obligations consistent with our organizational documents and to retain director’s and officer’s insurance for a period of

twenty-four months in connection with Ms.

Coughlin’s and Mr.

Mitchell’s prior service on the board.

In August 2020, we also

entered into a Separation Agreement with Cody Teets pursuant to which we are required to purchase from Ms.

Teets and her affiliated entities

13,575 shares of Series B Preferred Stock and warrants to purchase common stock and 16,667 shares of common stock held for an aggregate

purchase price of $0.3 million.

In addition, pursuant to the Separation Agreement with Ms.

Teets, since we did not close a qualified

financing, as defined in the agreement of at least $3 million of equity or equity-linked securities by October 28, 2020, Ms.

the option of receiving a modified consideration package consisting of 16,667 shares of unrestricted, fully vested common stock, a grant

of stock options to purchase 33,334 shares of common stock at a price of $7.50 that would be fully vested and exercisable and $22 thousand

In November 2020, Ms.

Teets elected

the modified consideration on her Separation Agreement.

We do not believe that the Separation Agreements are material to our company

on an ongoing basis.

a result of the removal of these directors, our remaining board members assembled the slate of director nominees for election

at our next annual meeting.

Teets elected the modified consideration on her Separation Agreement.

We do not believe that the Separation

Agreements are material to our company on an ongoing basis.

a result of the removal of these directors, our remaining board members assembled the slate of director nominees for election at our

next annual meeting.

Johnson did not stand for re-election.

Our entire slate of directors was elected at our annual

general meeting on June 18, 2020 and the current membership includes five independent directors from diverse backgrounds that

will assist our business going forward.

Our entire slate of directors was elected at our annual general meeting

on June 18, 2020 and the current membership includes five independent directors from diverse backgrounds that will assist our business

going forward.

2020 Derivative Demand and Settlement

October 22, 2020, two minority stockholders of our company, Lazarus Asset Management, LLC and Paul Lajoie, a former director of

our company (who we refer to as the Demanding Stockholders), sent a derivative demand to us through counsel asking our board of

directors to review and investigate certain recent actions taken by our board of directors, or members thereof, and our senior

management including (i) our pursuit of the initial public offering described in this Form 10-K, (ii) our board of directors’

previous rejection (on two occasions) of a “reverse merger”

transaction proposal made by Lazarus Asset Management,

LLC, (iii) purported mismanagement of our corporate assets, and (iv) various matters related to stock sales described above under

the caption “2020 Investigation and Recommendations of Joint Board Committee”

and other matters, with the Demanding

Stockholders asserting that these actions may have constituted breaches of fiduciary duties, gross corporate mismanagement, waste

of corporate assets, material misrepresentations and/or insider self-dealing.

After discussions with the Demanding Stockholders

and their counsel, we ascertained that the Demanding Stockholders were acting for themselves and on behalf of an additional group

of minority shareholders, (we refer to the Demanding Stockholders and all such other minority shareholders they acted on behalf

of collectively as the Stockholder Group).

October 22, 2020, two minority stockholders of our company, Lazarus Asset Management, LLC and Paul Lajoie, a former director of our company

(the “Demanding Stockholders”), sent a derivative demand to us through counsel asking our board of directors to review and

investigate certain recent actions taken by our board of directors, or members thereof, and our senior management including (i) our pursuit

of the initial public offering described in this Form 10-K, (ii) our board of directors’ previous rejection (on two occasions)

of a “reverse merger” transaction proposal made by Lazarus Asset Management, LLC, (iii) purported mismanagement of our corporate

assets, and (iv) various matters related to stock sales described above under the caption “2020 Investigation and Recommendations

of Joint Board Committee” and other matters, with the Demanding Stockholders asserting that these actions may have constituted

breaches of fiduciary duties, gross corporate mismanagement, waste of corporate assets, material misrepresentations and/or insider self-dealing.

After discussions with the Demanding Stockholders and their counsel, we ascertained that the Demanding Stockholders were acting for themselves

and on behalf of an additional group of minority shareholders, (we refer to the Demanding Stockholders and all such other minority shareholders

they acted on behalf of collectively as the “Stockholder Group”).

In addition to Mr.

Lajoie, the Stockholder Group included another former director of

our company, Joe Womack.

we believe that the assertions of the Demanding Stockholders lacked any merit in fact and in law, rather than expending resources

investigating or litigating the claims of the Demanding Stockholders, and in order to proceed with our initial public offering,

on November 6, 2020, without admitting or denying any claims asserted by the Demanding Stockholders, we entered into a Settlement

and Release Agreement with each member of the Stockholder Group (which we refer to as the Settlement and Release Agreement).

to the Settlement and Release Agreement, all claims of the Demanding Stockholders were withdrawn with prejudice, and we and the

Stockholder Group provided each other with full releases of any claims.

In consideration of such withdrawal and releases, the

members of the Stockholder Group have received:

(i) an aggregate of 300,000 shares of our common stock, which shares are subject

to a lock-up agreement on terms identical to those executed by other investors in connection with our initial public offering

and further may not be sold by the members of the Stockholder Group until June 15, 2021, and thereafter the members of the Stockholder

Group may only sell such shares at the rate of 20% of each Stockholder Group members’

respective pro rata portion of such

shares per month and (ii) warrants to purchase an aggregate of 325,000 shares of our common stock.

Such warrants (x) will be exercisable

on a cash only basis at a strike price of $7.50, (y) will be exercisable for a period of 36 months, beginning June 15, 2021 and

ending on [add in date].

In addition, each member of the Stockholder Group has executed a lock-up agreement in connection with

our initial public offering with respect to any other securities of our company they may hold on terms identical to those executed

by other investors in connection with our initial public offering.

Finally, the Settlement and Release Agreement contains customary

representations, warranties and covenants, including relating to confidentiality and non-disparagement, and we reimbursed the

Demanding Stockholders for $50,000 of their legal fees associated with the demand letter we received on October 22, 2020 from

Ventures Bankruptcy

Ventures, LLC was a Texas limited liability company controlled and operated by its managing member, R.

Kirk Huntsman (our Chairman

and Chief Executive Officer).

Ortho Ventures was established as a single-product national distributor in the pediatric orthodontic

appliance space.

In August 2015, Ortho Ventures’

negotiations with its sole supplier (Ortho-Tain, Inc.) came to an impasse,

and Ortho Ventures’

distribution rights were terminated.

Ortho Ventures thus subsequently wound down and ceased operations.

In September 2017, Ortho Ventures filed for Chapter 7 bankruptcy protection.

The bankruptcy case was closed on October 30, 2018.

Lajoie, the Stockholder Group included

another former director of our company, Joe Womack.

we believe that the assertions of the Demanding Stockholders lacked any merit in fact and in law, rather than expending resources investigating

or litigating the claims of the Demanding Stockholders, and in order to proceed with our initial public offering, on November 6, 2020,

without admitting or denying any claims asserted by the Demanding Stockholders, we entered into a Settlement and Release Agreement with

each member of the Stockholder Group (each a “Settlement and Release Agreement”).

Pursuant to the Settlement and Release

Agreements, all claims of the Demanding Stockholders were withdrawn with prejudice, and we and the Stockholder Group provided each other

with full releases of any claims.

In consideration of such withdrawal and releases, the members of the Stockholder Group received:

an aggregate of 300,000 shares of our common stock, which shares were subject to a lock-up agreement on terms identical to those executed

by other investors in connection with our initial public offering and further were not able be sold by the members of the Stockholder

Group until June 15, 2021.

Thereafter the members of the Stockholder Group are only selling such shares at the rate of 20% of

each Stockholder Group members’ respective pro rata portion of such shares per month and (ii) warrants to purchase an aggregate

of 325,000 shares of our common stock.

Such warrants (x) are exercisable on a cash only basis at a strike price of $7.50, (y) are exercisable

for a period of 36 months, beginning June 15, 2021 and ending on [July 15, 2024].

In addition, each member of the Stockholder Group executed

a lock-up agreement in connection with our initial public offering with respect to any other securities of our company they may hold

on terms identical to those executed by other investors in connection with our initial public offering.

Finally, each Settlement and

Release Agreement contained customary representations, warranties and covenants, including relating to confidentiality and non-disparagement,

and we reimbursed the Demanding Stockholders for $50 thousand of their legal fees associated with the Settlement an Release Agreements.

Executive Compensation.

1 unchanged sentence

following summary compensation table provides information regarding the compensation paid during our fiscal years ended December 31,

31, 2020 and 2019 to our Chief Executive Officer (principal executive officer), our Chief Medical Officer, and our Chief Financial

Officer (principal financial officer).

We refer to these individuals as our “named executive officers”, or “NEOs”.

2021 and 2020 to our Chief Executive Officer (principal executive officer), our Chief Medical Officer, and our Chief Financial Officer

(principal financial officer).

We refer to these individuals as our “named executive officers”, or “NEOs”.

Name and Position

Option Awards

Non- Equity Incentive Plan Compensation

Non- qualified Deferred Compensation Earnings

Non-Equity Incentive Compensation

Non-Qualified Deferred Compensation

All Other Compensation

Kirk Huntsman

$ 177,847 (5)

$ 25,705 (6)(7)

Chief Executive Officer (principal executive officer)

Dave Singh (2)

Chief Executive Officer

Chief Medical Officer

Bradford Amman

$ 22,423 (6)(7)

Chief Financial Officer

(principal accounting officer)

18,493 (6)(7)

Huntsman has served as Chief Executive Officer of our company since September 2016.

Since November 2015, Mr.

Kirk Huntsman

served as Chief Executive Officer of First Vivos, Inc., a wholly owned subsidiary of our company, which we acquired in August

Singh has served as Chief Medical Officer of our company since September 2016 and served as our President from September 2016

Kirk Huntsman served

as Chief Executive Officer of First Vivos, Inc., a wholly owned subsidiary of our company, which we acquired in August 2016.

Singh served as Chief Medical Officer of our company from September 2016 through February 2022 and served as our President from September

2016 to June 2019.

Since July 2008, Dr.

Singh served as Chief Executive Officer of BioModeling Solutions, Inc., a wholly owned

subsidiary of our company, which we acquired in August 2016.

Amman joined our company as Chief Financial Officer in October 2018.

In November 2019, Mr.

Amman was granted stock options

to purchase up to 16,667 shares of the common stock of Vivos Therapeutics, Inc.

at an exercise price of $7.50 per share.

Singh served as Chief Executive Officer of BioModeling Solutions, Inc., a wholly owned subsidiary

of our company, which we acquired in August 2016.

Amman joined our company as Chief Financial Officer in October 2018., Inc.

option award value was based upon a Black-Scholes valuation calculation at the date of the stock option grant.

information regarding the assumptions used to calculate the value of all stock option awards made to named executive officers

in Note 9 to our audited financial statements for the fiscal year ended December 31, 2020 and 2019.

annual incentive compensation in accordance with terms of individual employment agreement, including estimated future compensation

earned but not paid as of December 31, 2020 ($65,973 for Mr.

We provide information

regarding the assumptions used to calculate the value of all stock option awards made to named executive officers in Note 9 to our

audited financial statements for the fiscal year ended December 31, 2021 and 2020.

annual incentive compensation in accordance with terms of individual employment agreement.

Compensation for 2020 includes compensation

earned but not paid as of December 31, 2021.

This compensation was excluded in 2021 ($65,973 for Mr.

Huntsman and $32,987 for Dr.

company contributions towards health insurance premiums in 2020 and 2019 ($16,705 and $18,122 for Mr.

Huntsman and $18,163

and $16,718 for Mr.

Amman respectively).

2020 and 2019 company paid automobile expense reimbursement of $9,000 and $3,750 for Mr.

Huntsman and $4,260 and $1,775 for

Amman respectively.

contributions towards health insurance premiums in 2021 and 2020.

Kirk Huntsman

1 unchanged sentence

Kirk Huntsman.

of the employment agreement commenced on the Huntsman Effective Date and is subject to termination:

The term of the

employment agreement commenced on the Huntsman Effective Date and is subject to termination:

for cause (as defined therein) by us or without cause by Mr.

Huntsman, whereby Mr.

Huntsman would be entitled to earned but unpaid

compensation, bonuses and benefits through the date of termination and his option shares through the date of termination for cause

will be deemed vested;

Huntsman would be entitled to earned but unpaid compensation,

bonuses and benefits through the date of termination and his option shares through the date of termination for cause will be deemed vested;

upon the death or disability of Mr.

1 unchanged sentence

Huntsman, upon disability, or Mr.

Huntsman’s estate, upon death

Huntsman, will be entitled to receive all compensation and benefits through the date of death or disability as well as

continue to receive incentive compensation (as set forth in the agreement) through the end of our fiscal year, as well as salary

payable in periodic installments on regular paydays, at the rate then in effect for a period of six months (in addition to the

incapacity period, as defined therein, if terminated upon disability) following termination (the “Extended Period”)

and his option shares through the Extended Period will be deemed vested;

without cause by us or for “Good Reason”

(as defined therein) by Mr.

Huntsman’s estate, upon death of Mr.

Huntsman, will be entitled to receive all compensation and benefits through the date of death or disability as well as continue to receive

incentive compensation (as set forth in the agreement) through the end of our fiscal year, as well as salary payable in periodic installments

on regular paydays, at the rate then in effect for a period of six months (in addition to the incapacity period, as defined therein,

if terminated upon disability) following termination (the “Extended Period”) and his option shares through the Extended Period

will be deemed vested;

without cause by us or for “Good Reason” (as defined therein) by Mr.

Huntsman, whereby Mr.

Huntsman would be entitled

to receive all earned but unpaid compensation, bonuses and benefits through the date of termination as well as continue to receive

incentive compensation (as set forth in the agreement) as well as salary payable in periodic installments on regular paydays,

at the rate then in effect for a period of one year (if terminated without cause by us) or two years (if terminated upon Good

Reason by Mr.

Huntsman) following termination and all of his option shares will be deemed vested.

Huntsman would be entitled to

receive all earned but unpaid compensation, bonuses and benefits through the date of termination as well as continue to receive incentive

compensation (as set forth in the agreement) as well as salary payable in periodic installments on regular paydays, at the rate then

in effect for a period of one year (if terminated without cause by us) or two years (if terminated upon Good Reason by Mr.

following termination and all of his option shares will be deemed vested.

to the terms of the employment agreement, in exchange for Mr.

Huntsman’s services as Chief Executive Officer, we agreed

Huntsman an annual base salary of $344,229 during the term of the employment agreement less taxes payable in accordance

with employer’s normal policies, subject to adjustment by the Board at its sole discretion;

Huntsman eligible for incentive cash compensation under a management by objectives incentive plan at 65% of base salary

that shall be paid not less than frequently than annually when certain targets are met;

Huntsman’s services as Chief Executive Officer, we agreed to:

Huntsman an annual base salary of $344,229 during the term of the employment agreement less taxes payable in accordance with

employer’s normal policies, subject to adjustment by our board of directors at its sole discretion;

Huntsman eligible for incentive cash compensation under a management by objectives incentive plan at 65% of base salary that

shall be paid not less than frequently than annually when certain operational targets determined by the Compensation Committee are met;

make available to Mr.

Huntsman employee benefits available to regular full-time executive management employees of our company,

including medical and dental insurance, pension and profit-sharing plans, 401(k) plans, incentive savings plans, group life insurance,

salary continuation plans, disability coverage and other fringe benefits.;

Huntsman employee benefits available to regular full-time executive management employees of our company, including

medical and dental insurance, pension and profit-sharing plans, 401(k) plans, incentive savings plans, group life insurance, salary continuation

plans, disability coverage and other fringe benefits;

make available to Mr.

Huntsman other equity-based compensation awards under our equity incentive plans and otherwise, which equity

awards may be granted pursuant to the authority and sole discretion of the Board, together with the Compensation Committee;

Huntsman other equity-based compensation awards under our equity incentive plans and otherwise, which equity awards

may be granted pursuant to the authority and sole discretion of our board of directors, together with the Compensation Committee;

make available to Mr.

Huntsman paid cellular and high-speed internet access, at our expense, including monthly service charges

and maintenance, for use on company business.

entered into an amended employment agreement on October 9, 2020 (the Singh Effective Date) with G.

The term of the

employment agreement commenced on the Singh Effective Date and is subject to termination:

for cause (as defined therein) by us or without cause by Dr.

Singh, whereby Dr.

Singh would be entitled to earned but unpaid compensation,

bonuses and benefits through the date of termination and his option shares through the date of termination for cause will be deemed

upon the death or disability of Dr.

Singh, whereby Dr.

Singh, upon disability, or Dr.

Singh’s estate, upon death of Dr.

Singh, will be entitled to receive all compensation and benefits through the date of death or disability as well as continue to

receive incentive compensation (as set forth in the agreement) through the end of our fiscal year, as well as salary payable in

periodic installments on regular paydays, at the rate then in effect for a period of six months (in addition to the incapacity

period, as defined therein, if terminated upon disability) following termination (the “Extended Period”) and his option

shares through the Extended Period will be deemed vested;

without cause by us or for “Good Reason”

(as defined therein) by Dr.

Singh, whereby Dr.

Singh would be entitled to

receive all earned but unpaid compensation, bonuses and benefits through the date of termination as well as continue to receive

incentive compensation (as set forth in the agreement) as well as salary payable in periodic installments on regular paydays,

at the rate then in effect for a period of one year (if terminated without cause by us) or two years (if terminated upon Good

Reason by Dr.

Singh) following termination and all of his option shares will be deemed vested.

to the terms of the employment agreement, in exchange for Dr.

Singh’s services as Chief Medical Officer, we agreed to:

Singh an annual base salary of $288,269 during the term of the employment agreement less taxes payable in accordance with

employer’s normal policies, subject to adjustment by the board at its sole discretion;

Singh eligible for incentive cash compensation under a management by objectives incentive plan at 35% of base salary

that shall be paid not less than frequently than annually when certain targets are met;

make available to Dr.

Singh employee benefits available to regular full-time executive management employees of our company including

medical and dental insurance, pension and profit-sharing plans, 401(k) plans, incentive savings plans, group life insurance, salary

continuation plans, disability coverage and other fringe benefits.;

make available to Dr.

Singh other equity-based compensation awards under our equity incentive plans and otherwise, which equity

awards may be granted pursuant to the authority and sole discretion of the board, together with the Compensation Committee.

Huntsman high-speed internet access, at our expense, including monthly service charges and maintenance, for use

on company business.

entered into an amended employment agreement on October 8, 2020 (the Amman Effective Date) with Bradford Amman.

The term of the

employment agreement commenced on the Amman Effective Date and is subject to termination:

The term of the employment

agreement commenced on the Amman Effective Date and is subject to termination:

for cause (as defined therein) by us or without cause by Mr.

1 unchanged sentence

Amman would be entitled to earned but unpaid compensation,

bonuses and benefits through the date of termination and his option shares through the date of termination for cause will be deemed

bonuses and benefits through the date of termination and his option shares through the date of termination for cause will be deemed vested;

upon the death or disability of Mr.

1 unchanged sentence

Amman, upon disability, or Mr.

Amman’s estate, upon death of Mr.

Amman, will be entitled to receive all compensation and benefits through the date of death or disability as well as continue to

receive incentive compensation (as set forth in the agreement) through the end of our fiscal year, as well as salary payable in

periodic installments on regular paydays, at the rate then in effect for a period of six months (in addition to the incapacity

period, as defined therein, if terminated upon disability) following termination (the “Extended Period”) and his option

shares through the Extended Period will be deemed vested;

without cause by us or for “Good Reason”

(as defined therein) by Mr.

Amman’s estate, upon death of Mr.

will be entitled to receive all compensation and benefits through the date of death or disability as well as continue to receive incentive

compensation (as set forth in the agreement) through the end of our fiscal year, as well as salary payable in periodic installments on

regular paydays, at the rate then in effect for a period of six months (in addition to the incapacity period, as defined therein, if

terminated upon disability) following termination (the “Extended Period”) and his option shares through the Extended Period

will be deemed vested;

without cause by us or for “Good Reason” (as defined therein) by Mr.

Amman, whereby Mr.

Amman would be entitled to

receive all earned but unpaid compensation, bonuses and benefits through the date of termination as well as continue to receive

incentive compensation (as set forth in the agreement) as well as salary payable in periodic installments on regular paydays,

at the rate then in effect for a period of one year (if terminated without cause by us) or two years (if terminated upon Good

Reason by Mr.

Amman) following termination and all of his option shares will be deemed vested.

Amman would be entitled to receive

all earned but unpaid compensation, bonuses and benefits through the date of termination as well as continue to receive incentive compensation

(as set forth in the agreement) as well as salary payable in periodic installments on regular paydays, at the rate then in effect for

a period of one year (if terminated without cause by us) or two years (if terminated upon Good Reason by Mr.

Amman) following termination

and all of his option shares will be deemed vested.

to the terms of the employment agreement, in exchange for Mr.

Amman’s services as Chief Financial Officer, we agreed to:

Amman an annual base salary of $230,558 during the term of the employment agreement less taxes payable in accordance with

employer’s normal policies, subject to adjustment by the board at its sole discretion;

Amman eligible for incentive cash compensation under a management by objectives incentive plan at 35% of base salary

that shall be paid not less than frequently than annually when certain targets are met;

Amman’s services as Chief Financial Officer, we agreed to:

Amman an annual base salary of $230,558 during the term of the employment agreement less taxes payable in accordance with employer’s

normal policies, subject to adjustment by the board at its sole discretion;

Amman eligible for incentive cash compensation under a management by objectives incentive plan at 35% of base salary that shall

be paid not less than frequently than annually when operational targets determined by the Compensation Committee are met;

make available to Mr.

Amman employee benefits available to regular full-time executive management employees of our company including

medical and dental insurance, pension and profit-sharing plans, 401(k) plans, incentive savings plans, group life insurance, salary

continuation plans, disability coverage and other fringe benefits.;

medical and dental insurance, pension and profit-sharing plans, 401(k) plans, incentive savings plans, group life insurance, salary continuation

plans, disability coverage and other fringe benefits.;

make available to Mr.

Amman other equity-based compensation awards under our equity incentive plans and otherwise, which equity

awards may be granted pursuant to the authority and sole discretion of the board, together with the Compensation Committee;

Amman other equity-based compensation awards under our equity incentive plans and otherwise, which equity awards

may be granted pursuant to the authority and sole discretion of the board, together with the Compensation Committee;

make available to Mr.

Amman paid cellular telephone and high-speed internet access, at our expense, including monthly service

charges and maintenance, for use on company business.

Amman paid high-speed internet access, at our expense, including monthly service charges and maintenance, for use

on company business.

March 1, 2022, with the unanimous approval of our board of directors, we provided Dr.

Dave Singh, our founder and Chief Medical Officer,

with notice of termination of his employment with us “for cause” pursuant to the terms Dr.

Singh’s amended and restated

employment agreement with us, dated October 9, 2020.

Singh is no longer affiliated with our company effective March 1, 2022.

As previously reported, in September 2021 Dr.

Singh commenced a sabbatical from our company to serve as an Adjunct Professor at Stanford

Singh has been on sabbatical, we allocated his responsibilities to other personnel and advisors and do not anticipate

that his departure will significantly impact our operations.

Equity Awards at Fiscal Year-End

following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named

executive officer as of December 31, 2020.

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive

officer as of December 31, 2021.

Number of Securities Underlying

Unexercised Options

Unexercisable

Kirk Huntsman:

9/30/2017 (1)

Total for Mr.

Bradford Amman:

11/8/2018 (2)

11/18/2019 (2)

option grants vests equally over 12 quarters with the first vesting tranche on the grant date and on the last day of each

successive calendar quarter through June 30, 2020.

Total for Mr.

option grants vests equally over 12 quarters with the first vesting tranche on the grant date and on the last day of each successive

calendar quarter through June 30, 2020.

option grant vests 20% on the grant date and 20% on each successive anniversary through the following four years.

option grant vests 50% on the grant date and 12.5% on each successive quarter through the following year.

Historically,

our directors have not received compensation for their service except for option grants.

We adopted a new director compensation

program recommended by our corporate governance committee pursuant to which we would make equity-plan based awards to the directors

(i) each of our non-employee directors will receive $48,000 cash compensation annually;

(ii) chairs of our committees will receive

$10,000 cash compensation annually;

We adopted a new director compensation program

recommended by our corporate governance committee pursuant to which we would make equity-plan based awards to the directors (i) each

of our non-employee directors will receive $48,000 cash compensation annually;

(ii) chairs of our committees will receive $10,000 cash

compensation annually;

and (iii) members of our committees will receive $5,000 cash compensation annually.

No additional

compensation will be provided for attending committee meetings.

Our corporate governance committee will continue to review and

make recommendations to the board regarding compensation of directors, including equity-based plans.

We will reimburse our non-employee

directors for reasonable travel expenses incurred in attending board and committee meetings.

We also intend to allow our non-employee

directors to participate in our equity compensation plans.

No additional compensation

will be provided for attending committee meetings.

Our corporate governance committee will continue to review and make recommendations

to the board regarding compensation of directors, including equity-based plans.

We will reimburse our non-employee directors for reasonable

travel expenses incurred in attending board and committee meetings.

We also intend to allow our non-employee directors to participate

in our equity compensation plans.

Compensation Table

following table sets forth information concerning the compensation of our directors for the fiscal year ended December 31, 2021:

or Paid In Cash

Fees Earned or Paid In Cash

Stock Awards $

Cody Teets (1)

Carol Coughlin (2)

Robert Mitchell (3)

Option Awards $ (6)

Matthew Thompson, M.D.

Anja Krammer (7)

Green, DDS, MBA

Teets commenced service as a member of the board on April 18, 2019 and was removed from our board of directors on April 30,

Coughlin commenced service as a member of the board on July 29, 2019 and was removed from our board of directors on April

Mitchell commenced service as a member of the board on July 29, 2019 and was removed from our board of directors on April

Sokolow commenced service as a member of the board on June 19, 2020.

3 unchanged sentences

Green commenced service as a member of the board on June 19, 2020.

consideration for the entering the Separation Agreements, Ms.

Coughlin and Mr.

Mitchell each received an equity

grant in the amount 16,667 shares of common stock at a price of $7.50 that are fully vested and exercisable.

option award value was based upon a Black-Scholes valuation calculation at the date of the stock option grant.

information regarding the assumptions used to calculate the value of all stock option awards made to named executive officers

in Note 9 to our audited financial statements for the fiscal year ended December 31, 2020.

We provide information

regarding the assumptions used to calculate the value of all stock option awards made to named executive officers in Note 9 to our

audited financial statements for the fiscal year ended December 31, 2020.

Stock Option Plan

2017 Stock Option and Stock Issuance Plan (or the 2017 Plan) is intended to promote the interests of our company by providing

eligible persons in our employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their

proprietary interest, in our company as an incentive for them to continue in such employ or service.

2017 Stock Option and Stock Issuance Plan (or the 2017 Plan) is intended to promote the interests of our company by providing eligible

persons in our employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest,

in our company as an incentive for them to continue in such employ or service.

eligible to participate in the Plan are as follows:

non-employee members of the board of directors or the non-employee members of the board of directors of any parent or subsidiary,

non-employee members of the board of directors or the non-employee members of the board of directors of any parent or subsidiary, and

consultants and other independent contractors who provide services to us (or any parent or subsidiary)

common stock issuable under the 2017 Plan shall be shares of authorized but unissued or reacquired common stock.

The maximum number

of shares of common stock which may be issued over the term of the 2017 Plan shall not exceed 1,333,333 shares.

exercise price per share shall be fixed by the board of directors or its designated committee, as plan administrator, in accordance

with the following provisions:

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined in

the 2017 Plan) per share of common stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder,

then the exercise price per share shall not be less than 110% of the Fair Market Value per share of common stock on the option

The exercise price shall become immediately due and payable upon exercise of the option.

The maximum number of

shares of common stock which may be issued over the term of the 2017 Plan shall not exceed 1,333,333 shares.

exercise price per share shall be fixed by the board of directors or its designated committee, as plan administrator, in accordance with

the following provisions:

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined in the 2017 Plan)

per share of common stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder, then the exercise

price per share shall not be less than 110% of the Fair Market Value per share of common stock on the option grant date.

price shall become immediately due and payable upon exercise of the option.

Stock Option and Stock Issuance Plan

2019 Stock Option and Stock Issuance Plan (or the 2019 Plan) is intended to promote the interests of our company by providing

eligible persons in our employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their

proprietary interest, in our company as an incentive for them to continue in such employ or service.

2019 Stock Option and Stock Issuance Plan (or the 2019 Plan) is intended to promote the interests of our company by providing eligible

persons in our employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest,

in our company as an incentive for them to continue in such employ or service.

eligible to participate in the 2019 Plan are as follows:

non-employee members of the board of directors or the non-employee members of the board of directors of any parent or subsidiary,

non-employee members of the board of directors or the non-employee members of the board of directors of any parent or subsidiary, and

consultants and other independent contractors who provide services to us (or any parent or subsidiary)

common stock issuable under the 2019 Plan shall be shares of authorized but unissued or reacquired common stock.

The maximum number

of shares of common stock which may be issued over the term of the 2019 Plan shall not exceed 1,166,667 shares.

exercise price per share shall be fixed by the board of directors or its designated committee, as plan administrator, in accordance

with the following provisions:

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined in

the 2019 Plan) per share of common stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder,

then the exercise price per share shall not be less than 110% of the Fair Market Value per share of common stock on the option

The exercise price shall become immediately due and payable upon exercise of the option.

The maximum number of

shares of common stock which may be issued over the term of the 2019 Plan shall not exceed 2,366,667 shares.

exercise price per share shall be fixed by the board of directors or its designated committee, as plan administrator, in accordance with

the following provisions:

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined in the 2019 Plan)

per share of common stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder, then the exercise

price per share shall not be less than 110% of the Fair Market Value per share of common stock on the option grant date.

price shall become immediately due and payable upon exercise of the option.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

4 unchanged sentences

of our named executive officers and directors as a group.

otherwise noted below, the address for each beneficial owner listed on the table is in care of Vivos Therapeutics, Inc., 9137

Ridgeline Blvd., Suite 135, Highlands Ranch, Colorado 80129.

We have determined beneficial ownership in accordance with the rules

We believe, based on the information furnished to us, that the persons and entities named in the tables below have

sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable

community property laws.

We have based our calculation of the percentage of beneficial ownership on 18,212,119 shares of our common

stock outstanding as of March 18, 2021.

computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we

deemed outstanding shares of common stock underlying convertible securities of our company held by that person that are currently

exercisable or convertible or exercisable or convertible within 60 days of March 18, 2021.

We did not deem these shares

outstanding, however, for the purpose of computing the percentage ownership of any other person.

Shares of Common Stock Owned

Name of Beneficial Owner

Dave Singh (1)

otherwise noted below, the address for each beneficial owner listed on the table is in care of Vivos Therapeutics, Inc., 9137 Ridgeline

Blvd., Suite 135, Highlands Ranch, Colorado 80129.

We have determined beneficial ownership in accordance with the rules of the SEC.

believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment

power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

We have based

our calculation of the percentage of beneficial ownership on 23,012,119 shares of our common stock outstanding as of March 23,

computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed

outstanding shares of common stock underlying convertible securities of our company held by that person that are currently exercisable

or convertible or exercisable or convertible within 60 days of March 23, 2022.

We did not deem these shares outstanding, however, for

the purpose of computing the percentage ownership of any other person.

of Common Stock Owned

Director and Officer Beneficial Owners

Kirk Huntsman

Bradford Amman (3)

Anja Krammer (5)

Green, DDS, MBA

Matthew Thompson, M.D.

All executive officers and directors as a group (8 persons) (9)

Thompson, M.D.

executive officers and directors as a group (7 persons)

of Common Stock Owned

of 5% Stockholder Beneficial Owners

Kirk Huntsman

5% stockholders as a group (2 persons)

Less than 1%.

Dave Singh beneficially owns directly 3,219,705 shares of common stock through Himmat LP.

Dr Singh and his wife are the members

and managers of Himmat LP and may be deemed to have shared voting and dispositive power of all securities beneficially owned

by Himmat LP.

Kirk Huntsman beneficially owns (i) indirectly 1,749,000 shares of common stock through Coronado V Partners, LLC and (ii)

directly 333,334 shares of common stock issuable upon exercise of options held by him, of which all 333,334 are exercisable

and, 1,500 shares of common stock purchased in December 2020 in the open market.

Kirk Huntsman and his wife are the members

and managers of Coronado V Partners, LLC.

Huntsman may be deemed to have shared voting and dispositive power

of all securities beneficially owned by Coronado V Partners, LLC reported herein.

76,667 shares of common stock issuable upon exercise of options held by Bradford Amman, all of which are exercisable

within 60 days and, 1,000 shares of common stock purchased in December 2020 in the open market.

Excludes 123,333 shares

of common stock underlying unvested options.

Dave Singh is our founder and former Chief Medical officer and director.

He beneficially directly owns 3,219,705 shares

of common stock through Himmat LP.

Dr Singh and his wife are the members and managers of Himmat LP and may be deemed to have shared

voting and dispositive power of all securities beneficially owned by Himmat LP.

Includes 22,500 shares of common stock issuable upon

exercise of options held by G.

David Singh, all of which are exercisable within 60 days.

Excludes 7,500 shares of common stock underlying

unvested options.

Kirk Huntsman is our Chairman of the Board and Chief Executive Officer.

He beneficially owns (i) indirectly 1,740,000 shares of common

stock through Coronado V Partners, LLC and (ii) directly 333,334 shares of common stock issuable upon exercise of options held by

him, of which all 333,334 are exercisable and, 15,500 shares of common stock purchased in the open market.

Includes 75,000 shares

of common stock issuable upon exercise of options held by R.

Kirk Huntsman, all of which are exercisable within 60 days.

175,000 shares of common stock underlying unvested options.

Kirk Huntsman and his wife are the members and managers of Coronado

V Partners, LLC.

Huntsman may be deemed to have shared voting and dispositive power of all securities beneficially owned

by Coronado V Partners, LLC reported herein.

Amman is our Chief Financial Officer, Treasurer and Secretary.

Includes 156,667 shares of common stock issuable upon exercise of

options, all of which are exercisable within 60 days, and 2,000 shares of common stock purchased in the open market.

Excludes 143,333

shares of common stock underlying unvested options.

39,167 shares of common stock issuable upon exercise of options held by Mark F.

Lindsay, all of which are exercisable within

Lindsay, all of which are exercisable within 60 days.