What changed in this filing

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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-31 · 652 added, 688 removed, 460 unchanged (74% of the section changed)

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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

Orem dental clinic for impairment in accordance with ASC 310 Receivables.

in 2022 we did not put the appropriate resources in place to be able to identify technical accounting issues and perform review functions

appropriately related to revenue recognition.

Material errors were identified in our ability to determine that its existing revenue recognition

policy was consistent with the guidance in ASC 606.

After analyzing contracts using the five-step process in ASC 606, we have determined

that for both VIP enrollment contracts and Orofacial Myofunctional Therapy (MyoCorrect), modifications to our revenue recognition policies

were required in order to identify the performance obligations and recognize the revenue as the performance obligations are satisfied

or over the customer life as applicable.

Additionally, we

did not put the appropriate resources in place to be able to identify technical accounting issues and perform review functions appropriately.

Consequently, we did not effectively design, implement, and operate process-level control activities related to order-to-cash

(including revenue, trade receivables, allowance for doubtful accounts, deferred revenue, and bad debt expense), procure-to-pay (including

prepaid expenses), hire-to-pay (including compensation expense), and leases.

These control deficiencies resulted in immaterial misstatements,

some of which were corrected, in the consolidated financial statements as of and for the year ended December 31, 2022.

These control

deficiencies, aggregated, create a reasonable possibility that a material misstatement to the consolidated financial statements will

not be prevented or detected on a timely basis.

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.

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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.

However, we cannot provide assurance that these or other measures will

fully remediate our material weaknesses in a timely manner.

If our remediation of these material weaknesses is not effective, it may cause

our company to become subject to investigation or sanctions by the SEC.

It may also adversely affect investor confidence in our company

and, as a result, the value of our common stock.

There can be no assurance that all existing material weaknesses have been identified,

or that additional material weaknesses will not be identified in the future.

Auditor’s Attestation of Internal Control over Financial Reporting

This Annual Report on Form 10-K

does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial

reporting due to a transition period established by rules of the SEC for newly public companies.

in Internal Control over Financial Reporting

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.

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 we plan to engage

a consulting team to assist with the creation and implementation of processes.

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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

Other Information.

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and Executive Officers

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.

Term of Office

following table and text set forth the names and ages of our directors and executive officers as of March 28, 2023.

Directors is comprised of only one class of directors.

Also provided herein are brief descriptions of the business experience of

each director and executive officer during the past five years (based on information supplied by them) and an indication of

directorships held by each director in other public companies subject to the reporting requirements under the Federal securities

During the past ten years, none of our directors or executive officers has been involved in any legal proceedings that are

material to an evaluation of the ability or integrity of such person:

and Offices With the Company

Kirk Huntsman

Co-founder, Chairman of the Board and

Chief Executive Officer

Financial Officer, Secretary

Chairman of the Board, and Chief Executive Officer

Financial Officer

biographical information concerning the directors and executive officers listed above is set forth below.

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In June 2020, he was elected Chairman of the Board by our Board of Directors.

In 1995, he founded Dental One (now Dental

One Partners), which, as President and Chief Executive Officer he grew to become one of the leading DSOs (dental service organizations)

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.

In 1995, he founded Dental One (now Dental One Partners),

which, as President and Chief Executive Officer he grew to become one of the leading DSOs (dental service organizations) 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.

From January 2014 to September 2015, Mr.

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

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 related breathing disorder.

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

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.

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Green, DDS, MBA joined our Board of Directors in June 2020.

He has devoted more than 35 years to senior level executive

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

Since 2003, Dr.

Green has served as President and CEO of his proprietary dental practice.

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.

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

From1997 through 2002, Dr.

Green was President of Zila Pharmaceuticals Inc.

where he was engaged in clinical

trials, patent development and regulatory approval submissions.

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.

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.

was honored as a fellow in the Academy of International Dentistry in Nice, France, and has been honored to be inducted into the Marquis

WHO’s Who in America, 2022-2023.

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.

From 2013 through 2018, she

co-founded, served as President, Secretary and a director of BioPharmX, a specialty pharmaceutical company where she led the initial

public offering onto the New York Stock Exchange in 2015.

Krammer served as Principal/Founder of MBI, Inc., a management consulting

firm beginning in January 1998.

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 co-founded,

served as President, Secretary and a director of BioPharmX, a specialty pharmaceutical company where she led the initial public offering

onto the New York Stock Exchange in 2015.

Krammer served as Principal/Founder of MBI, Inc., a management consulting firm beginning

in January 1998.

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.

Krammer served as Sr.

Director of Strategic Marketing for Medtronic Corporation.

Director of Strategic

Marketing for Medtronic Corporation.

From December 2000 to September 2001, Ms.

Krammer was Vice President, Solutions

Marketing for Getronics Corporation, a global IT services company.

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.

Krammer served as Vice President, Indirect Channel Sales

and Worldwide Industry Partnership Marketing in the Itronix Division of Acterna Corporation, an optical communications company.

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.

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.

Krammer currently

serves on the Board of Directors of Turn Biotechnologies and Pixium-Vision SA [EPA:

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.

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.

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.

Lindsay was 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

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

The White House Communications Agency;

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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.

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.

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.

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

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.

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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

services company.

of Newbridge Financial, Inc., a financial service holding company.

From 2015 through 2022 he served as Chairman of Newbridge Securities

Corporation, its full-service broker-dealer and from 2022 he has been its Chief Executive Officer as well as the Chief Executive Officer

of its affiliated SEC Registered Investment Adviser, Newbridge Financial Services Group, Inc., and the Chief Executive Officer and President

of its affiliate Bridge Line Advisors LLC, an SEC Exempt Reporting Adviser.

From 2008 through 2012, he served as President and Vice Chairman

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

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.

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.

January 2007 until July 2008, when it merged into National Holdings Corporation, a publicly traded financial services company.

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 was an Executive

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

Sokolow was an Executive Vice President and the General Counsel of Applica Inc.

Windmere Corporation), a publicly traded appliance marketing and distribution company.

From 1982 until 1988, 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,

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.

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.

Since January 2016 Mr.

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

Sokolow has served as a member of the Board of Directors

of SKYX Platforms 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 Committee.

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.

Sokolow has served as a member

of the Board of Directors of Agrify Corporation (NASDAQ:

AGFY), where he currently serves as a member of the Audit Committee and the

Compensation Committee.

The Audit Committee of Vivos has determined that Mr.

Sokolow meets the statutory requirements to be identified

as the audit committee financial expert.

Thompson, M.D.

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).

Prior to joining Endologix,

Thompson is President and CEO of Endologix LLC.

Thompson previously

served as Chief Medical Officer of Endologix LLC.

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

and was contract surgeon and Visiting Professor at Cleveland Clinic Lerner College of Medicine of Case Western Reserve University between

2020 and 2022.

Prior to joining Endologix, Dr.

Thompson served as Professor of Vascular Surgery at St.

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).

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).

as otherwise provided by law, each director shall hold office until either their successor is elected and qualified, or until he or she

sooner dies, resigns, is removed or becomes disqualified.

Officers serve at the discretion of our Board of Directors.

are no family relationships between any of our director nominees or executive officers and any other of our director nominees or executive

and Executive Officers Qualifications

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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.

interests of our stockholders.

nominating and corporate governance committee of our Board of Directors prepare policies regarding director qualification requirements

and the process for identifying and evaluating director candidates for adoption by our 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

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

a diverse range of perspectives and judgment necessary to facilitate our goals of stockholder 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.

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.”

Kirk Huntsman - Our Board of Directors 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

Green, DDS, MBA - Our Board of Directors 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 of Directors 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 of Directors 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 of Directors 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.

board of directors has affirmatively determined that Ms.

- Our Board of Directors 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.

Nasdaq standards, a director is not “independent” unless our Board of Directors affirmatively determines that he or she

does not have a direct or indirect material relationship with us or any of our subsidiaries.

In addition, the director must meet the

bright-line tests for independence set forth by the Nasdaq rules.

Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of our

directors and considered whether any director has a material relationship with us that could compromise his or her ability to

exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by

each director concerning his or her background, employment and affiliations, including family relationships, our Board has

affirmatively determined that Ms.

Thompson, Dr.

Green and Mr.

are “independent directors,” and Mr.

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

and regulations of the Nasdaq.

Sokolow are “independent

directors,” and Mr.

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

of the Nasdaq.

In making these determinations, our Board of Directors considered the relationships that each non-employee director

has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence,

including the director’s beneficial ownership of our Common Stock and the relationships of our non-employee directors with

certain of our significant stockholders.

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.

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.

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.

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

director, might be appropriate.

Accordingly, our Board of Directors may periodically review its leadership structure.

our Board of Directors holds executive sessions in which only independent directors are present.

Board of Directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our

Our principal source of risk falls into two categories:

financial and product commercialization.

Our Audit Committee

oversees management of financial risks;

our Board of Directors regularly reviews information regarding our cash position, liquidity

and operations, as well as the risks associated with each.

Our Board of Directors 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.

of Directors Overview

Bylaws provide that the size of our Board is to be determined from time to time by resolution of our Board of Directors but shall

consist of at least three members.

Our Board of Directors presently consists of six members.

Our Board of Directors has determined

five of our directors - Ms.

Thompson, Dr.

Green, and Mr.

Sokolow - to be independent under the rules of

the Nasdaq Stock Market, after taking into consideration, among other things, those transactions described under “Certain

Transactions”.

Huntsman serves as Chairman of the Board and is Chief Executive Officer and is a “non-independent

director,” as defined by the applicable rules and regulations of the Nasdaq Stock Market.

Our Board of Directors does not have

a lead director;

however, recognizing that our Board of Directors is composed almost entirely of outside directors, in addition to

its strong committee system (as described more fully below), our Board of Directors believes this leadership structure is

appropriate for our company and allows our Board of Directors to maintain effective oversight of management.

At each annual meeting

of stockholders, members of our Board of Directors are elected to serve until the next annual meeting and until their successors are

duly elected and qualified.

of the Board of Directors

Board of Directors has established three standing committees:

an Audit Committee, a Compensation Committee, and a Nominating and

Corporate Governance Committee.

following table sets forth the current composition of the three standing committees of our Board:

Nominating and

Sokolow (audit committee financial expert)

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

Krammer and Dr.

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.

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:

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, 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 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;

internal audit functions, if any.

Board of Directors has determined that Mr.

Sokolow is an “audit committee financial expert” as defined by the rules of the

see the section entitled “Audit Committee Report” for further matters related to the Audit Committee.

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

Lindsay 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”).

Compensation Committee is authorized to:

and determine the compensation arrangements for management;

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and determine our stock incentive and purchase plans;

the evaluation of the board of directors and management;

the evaluation of our Board of Directors and management;

the independence of any compensation advisers;

any of its responsibilities to one or more subcommittees as it sees fit.

and Corporate Governance Committee .

Nominating and Corporate Governance Committee has three members that are independent directors, including Dr.

The Nominating and Corporate Governance Committee has three members that are independent

directors, including Dr.

Thompson, Ms.

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

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:

Krammer and Mr.

Thompson serves as the chair of the Nominating and Corporate Governance

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;

3 unchanged sentences

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.

our compliance with applicable medical, medical regulator, and healthcare laws and regulations.

members of our Nominating and Corporate Governance Committee are independent under the listing standards of the Nasdaq Stock Market.

the fiscal year ended December 31, 2022, our Board of Directors met nine times, the audit committee met six times, the compensation

committee met two times and the nominating and corporate governance committee met one time.

In the fiscal year ended December 31,

2022, each of our directors attended 100% of the meetings of our Board of Directors and committees on which he or she served as a

sessions, which are meetings of the non-management members of our Board of Directors, are regularly scheduled throughout the year.

addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent

At each of these meetings and, in her absence, the independent directors in attendance determine which member will preside

at such session.

Member Attendance at Annual Stockholder Meetings

we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these

annual meetings.

All of our directors attended the last annual meeting of stockholders held on August 25, 2022.

Committee Interlocks and Insider Participation

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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

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 Business Conduct and Ethics

of Business Conduct and Ethics and Insider Trading Policy

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.

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

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.

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 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

April 30, 2020, a group of our shareholders, representing a majority interest (including R.

Kirk Huntsman and G.

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.

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 $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.

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.

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

(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 (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.

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.

In March 2023, our Board of Directors

adopted a revised Insider Trading Policy for our company principally to reflect changes to SEC Rule 10b5-1 which went into effect in

February 2023.

Among other customary provisions, our Insider Trading Policy provides for pre-clearance by our Chief Financial Officer

of any purchases or sales of our securities by officers, directors or employees of our company and specifies “trading windows”

in which purchases and sales of our securities by such persons are permitted (provided such persons are not then in possession of material

non-public information regarding or relating to our company).

Our revised Insider Trading Policy and related compliance manual is filed

as Exhibit 99.1 to this Report.

Communications

with the Board

stockholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors, or any

specified individual director, may do so by directing such correspondence to the attention of the Secretary, Vivos Therapeutics, Inc.,

7921 Southpark Plaza, Suite 210, Littleton, Colorado 80120.

The Secretary will forward the communication to the appropriate director

or directors as appropriate.

Diversity Matrix

Diversity Matrix as of December 31, 2022

Number of Directors

Gender Identity

Demographic Background

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

Not Disclose Demographic Background

Section 16(a) Reports

16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of our common

stock, file reports of ownership and changes in ownership with the SEC.

Executive officers, directors and greater-than-ten percent stockholders

are required by SEC regulations to furnish us with all Section 16(a) forms they file.

Based solely on our review of the copies of the

forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements,

we believe that, during the year ended December 31, 2022, all of our executive officers, directors and greater-than-ten percent stockholders

complied with all Section 16(a) filing requirements, except that, due to administrative errors, the following form was filed late:

Kirk Huntsman filed a Form 4 on June 3, 2022 to report a transaction that occurred on March 31, 2022.

Executive Compensation.

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

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

Non-Equity Incentive Compensation

Non-Qualified Deferred Compensation

All Other Compensation

2022 and 2021 to our Chief Executive Officer (principal executive officer), our Chief Medical Officer (who was terminated on March 1,

2022), and our Chief Financial Officer (principal accounting officer).

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

Non-Qualified

Kirk Huntsman

$ 483,802 (4)

Chief Executive Officer

Chief Medical Officer

$ 570,300 (4)

$ 144,318 (5)

Former Chief Medical Officer

Bradford Amman

$ 195,691 (4)

Chief Financial Officer

$ 805,560 (4)

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

2 unchanged sentences

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.

Singh served as Chief Medical Officer from September 2016 until March 1, 2022 (when he was terminated for cause) 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., Inc.

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.

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

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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.

contributions towards health insurance premiums in 2022 and 2021.

Employment Agreements

Kirk Huntsman

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officer as of December 31, 2022.

Number of Securities Underlying

Number of Securities

Unexercised Options

4 unchanged sentences

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 is fully vested on the grant date.

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;

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.

Compensation Generally

to our initial public offering in late 2020, our directors did not received compensation for their service except for option grants.

Following our initial public offering, we adopted a new director compensation program recommended by our nominating and corporate

governance committee pursuant to which we make equity-plan based awards to the directors and (i) each of our non-employee directors

receive $48,000 cash compensation annually;

(ii) chairs of our committees receive $10,000 cash compensation annually;

members of our committees receive $5,000 cash compensation annually.

No additional compensation will be provided for attending

committee meetings.

Our nominating and corporate governance committee will continue to review and make recommendations to our Board

of Directors regarding compensation of directors, including equity-based plans.

We reimburse our non-employee directors for

reasonable travel expenses incurred in attending Board and committee meetings.

Compensation Table

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

Fees Earned or Paid In Cash

Stock Awards $

Option Awards $ (6)

following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31,

Matthew Thompson, M.D.

Anja Krammer (4)

Green, DDS, MBA (5)

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

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

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

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

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

Sokolow commenced service as a member of our Board of Directors on June 19, 2020.

Thompson commenced service as a member of our Board of Directors on June 19, 2020.

Lindsay commenced service as a member of our Board of Directors on June 19, 2020.

Krammer commenced service as a member of our Board of Directors on June 19, 2020.

Green commenced service as a member of our Board of Directors on June 19, 2020.

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

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

Stock Option Plan

Compensation Plan Information

following table summarizes the outstanding number of awards granted under the 2017 Plan and the 2019 Plan as of December 31, 2022.

Plan category:

Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)

Weighted Average Exercise Price of Outstanding Options (b)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c)

Equity compensation plans approved by stockholders

2017 Plan (1)

2019 Plan (2)

2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors.

Our Board of Directors

and stockholders have approved a total reserve of 1,333,333 shares for issuance under the 2017 Plan.

2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors.

Our Board of Directors

and stockholders have approved a total reserve of 2,366,667 shares for issuance out of which 250,000 shares have been exercised under

the 2019 Plan.

options granted to officers and employees prior to the approval by our stockholders of the 2017 Plan.

Stock Option and Stock Issuance Plan

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

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eligible to participate in the 2017 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, and

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

(3 eligible employees),

members of our Board of Directors or the non-employee members of our Board of Directors of any parent or subsidiary (5 eligible non-employee

directors), and

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

Board of Directors, as plan administrator, or a committee solely of two or more directors, has broad authority to administer the 2017 Plan,

including the authority to determine which eligible persons are to receive any grants of options or direct issuances of stock, the

time or times when such grants or issuances are to be made, the number of shares to be covered by each such grant or issuance, the

time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares or issued

shares and the maximum term for which the option is to remain outstanding or the consideration to paid by the participant for such

shares, as applicable.

Our Board of Directors has granted the power to administer the 2017 Plan to the Compensation

Common Stock issuable under the 2017 Plan shall be shares of authorized but unissued or reacquired Common Stock.

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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.

The shares of Common Stock

underlying the 2017 Plan options have been registered on our registration statement on Form S-8 (File No.

under the 2017 Plan may be in the form of incentive or non-statutory stock options or stock directly at the discretion of our Board of

Awards under the 2017 Plan generally will not be transferable other than by will or inheritance laws.

Our Board of Directors

has the discretion to grant options which are exercisable for unvested shares of Common Stock.

Should the recipient cease service to

the Company while holding such unvested shares, the Company has the right to repurchase, at the exercise price paid per share, any or

all of those unvested shares.

exercise price per share of any options granted under the 2017 Plan is fixed by our Board of Directors or its designated committee 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

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

purchase price per share of any Common Stock issued under the 2017 Plan shall be fixed by our Board of Directors or its designated committee

in accordance with the following provisions:

the purchase price per share shall not be less than 100% of the Fair Market Value per share

of Common Stock on the issue date.

However, the purchase price per share of Common Stock issued to a 10% Stockholder shall not be less

than 110% of such Fair Market Value.

number and type of shares available under the 2017 Plan and any outstanding award, as well as the exercise or purchase price of any award,

as applicable are subject to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination of

shares, exchange of shares or other change affecting the Company’s Common Stock as a class without the Company’s receipt

of consideration.

Board of Directors has the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the

Company’s repurchase rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate

on an accelerated basis, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the recipient

of the shares should be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18

months) following the effective date of any merger or consolidation in which the Company undergoes a change of control of greater than

50% or the sale, transfer or other disposition of substantially all of the Company’s assets in complete liquidation or dissolution

of the Company (each such transaction a “Corporate Transaction”).

shares subject to each option outstanding under the 2017 Plan at the time of a Corporate Transaction, along with all outstanding repurchase

rights, will automatically vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction,

becomes exercisable for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those

shares as fully-vested shares of Common Stock unless such option is assumed by the successor corporation in the Corporate Transaction

and any repurchase rights of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation,

such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested

option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule

applicable to those unvested option shares or the acceleration of such option is subject to other limitations imposed by our Board of

Directors at the time of the option grant.

Immediately following the consummation of the Corporate Transaction, all outstanding options

terminate and cease to be outstanding, except to the extent assumed by the successor corporation.

Board of Directors has complete and exclusive power and authority to amend or modify the 2017 Plan in any or all respects.

such amendment or modification may adversely affect the rights and obligations with respect to options or unvested stock issuances at

the time outstanding under the 2017 Plan unless the recipient consents to such amendment or modification.

In addition, certain amendments

may require stockholder approval pursuant to applicable laws and regulations.

and Restated 2019 Stock Option and Stock Issuance Plan

Amended and Restated 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, and

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

members of our Board of Directors or the non-employee members of our Board of Directors of any parent or subsidiary (5 eligible non-employee

directors), and

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

Board of Directors, as plan administrator, or a committee solely of two or more directors has broad authority to administer the 2019

Plan, including the authority to determine which eligible persons are to receive any grants of options or direct issuance issuances of

stock, the time or times when such grants or issuances are to be made, the number of shares to be covered by each such grant or issuance,

the time or times when each such option is to become exercisable, the vesting schedule (if any) applicable to the option shares or issued

shares and the maximum term for which the option is to remain outstanding or the consideration to paid by the participant for such shares,

as applicable.

Our Board of Directors has granted the power to administer the 2019 Plan to the Compensation Committee.

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 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.

shares of Common Stock which may be issued over the term of the 2019 Plan shall not exceed 1,166,667 shares, although we are seeking

approval at the Annual Meeting to increase the number of shares such to the 2019 Plan to an aggregate of 2,366,667 shares.

of Common Stock underlying the 2019 Plan options have been registered on our registration statement on Form S-8 (File No.

under the 2019 Plan may be in the form of incentive or non-statutory stock options or stock directly at the discretion of our Board of

Awards under the 2019 Plan generally will not be transferable other than by will or inheritance laws.

Our Board of Directors

has the discretion to grant options which are exercisable for unvested shares of Common Stock.

Should the recipient cease service to

the Company while holding such unvested shares, the Company has the right to repurchase, at the exercise price paid per share, any or

all of those unvested shares.

exercise price per share shall of any options granted under the 2019 Plan be fixed by our Board of Directors or its designated committee

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

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

purchase price per share of any Common Stock issued under the 2019 Plan shall be fixed by our Board of Directors or its designated committee

in accordance with the following provisions:

the purchase price per share shall not be less than 100% of the Fair Market Value per share

of Common Stock on the issue date.

However, the purchase price per share of Common Stock issued to a 10% Stockholder shall not be less

than 110% of such Fair Market Value.

number and type of shares available under the 2019 Plan and any outstanding award, as well as the exercise or purchase prices of any

award, as applicable are subject to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination

of shares, exchange of shares or other change affecting the Company’s Common Stock as a class without the Company’s receipt

of consideration.

Board of Directors has the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the

Company’s repurchase rights with respect to those shares remain outstanding, to provide that those rights will automatically terminate

on an accelerated basis, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the recipient

of the shares should be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18

months) following the effective date of any merger or consolidation in which the Company undergoes a change of control of greater than

50% or the sale, transfer or other disposition of substantially all of the Company’s assets in complete liquidation or dissolution

of the Company (each such transaction a “Corporate Transaction”).

shares subject to each option outstanding under the 2019 Plan at the time of a Corporate Transaction, along with all outstanding repurchase

rights, will automatically vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction,

becomes exercisable for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those

shares as fully-vested shares of Common Stock unless such option is assumed by the successor corporation in the Corporate Transaction

and any repurchase rights of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation,

such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested

option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule

applicable to those unvested option shares or the acceleration of such option is subject to other limitations imposed by our Board of

Directors at the time of the option grant.

Immediately following the consummation of the Corporate Transaction, all outstanding options

terminate and cease to be outstanding, except to the extent assumed by the successor corporation.

Board of Directors has complete and exclusive power and authority to amend or modify the 2019 Plan in any or all respects.

such amendment or modification may adversely affect the rights and obligations with respect to options or unvested stock issuances at

the time outstanding under the 2019 Plan unless the recipient consents to such amendment or modification.

In addition, certain amendments

may require stockholder approval pursuant to applicable laws and regulations.

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

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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.

otherwise noted below, the address for each beneficial owner listed on the table is in care of Vivos Therapeutics, Inc., 7921 Southpark

Plaza, Suite 210, Littleton, Colorado 80120.

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,

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 29,678,786 shares of our Common Stock outstanding as of March 28, 2023.

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

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

of Common Stock Owned

Director and Officer Beneficial Owners

Shares of Common Stock Owned

Name Director and Officer Beneficial Owners

Kirk Huntsman

Bradford Amman

Green, DDS, MBA

Thompson, M.D.

executive officers and directors as a group (7 persons)

of Common Stock Owned

of 5% Stockholder Beneficial Owners

Matthew Thompson, M.D.

All executive officers and directors as a group (7 persons)

Shares of Common Stock Owned

Name of 5% Stockholder Beneficial Owners

Kirk Huntsman

5% stockholders as a group (2 persons)

All 5% stockholders as a group (2 persons)

Less than 1%.

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.

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.

Kirk Huntsman beneficially owns (i) indirectly 1,740,000 shares of Common Stock through Coronado V Partners, LLC, of which Mr.

is a member and manager and (ii) 47,500 shares of Common Stock purchased in the open market.

Includes 463,334 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.

Excludes 270,000 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.

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Excludes 7,500 shares of Common Stock underlying unvested options.

(i) 1,116,670 shares of common stock issuable upon exercise of options held by this group, of which 355,833 are exercisable

within 60 days.

(i) 1,626,670 shares of Common Stock issuable upon exercise of options held by this group, of which 1,035,336 are exercisable within

Excludes 591,334 shares of Common Stock underlying unvested options.

(i) 613,334 shares of common stock issuable

upon exercise of options held by this group, of which 182,500 are exercisable within 60 days.

Excludes 430,834 shares of common stock

underlying unvested options.

Certain Relationships and Related Transactions.

than the executive and director compensation and other arrangements, which are described elsewhere in this Annual Report on Form 10-K,

and the transactions described below, we are not a party to any related party transactions.

May 4, 2017, we issued 1,000,000 shares of our Series A Preferred Stock to Dr.

Dave Singh with a value of $5.00 per share in exchange

for intellectual property of Dr.

Singh with a value of $5,000,000.

In 2018, we redeemed 200,000 shares of the 1,000,000 shares of Series

A Preferred Stock held by Dr.

Dave Singh for $5.00 per share (for an aggregate of $1,000,000).

During 2019, Dr.

Singh exercised his

right to redeem 70,000 shares of the Series A Preferred Stock for $5.00 per share for a total of $350,000.

During the first six months

Singh exercised his right to redeem 30,000 shares of the Series A preferred stock for $5.00 per share for a total of $150,000.

On February 20, 2020, Dr.

Singh requested the redemption of an additional 100,000 shares at $5.00 per share.

On December 15, 2020, we

redeemed all remaining outstanding shares of Series A preferred stock from Dr.

Singh for $3,500,000.

Our obligation to redeem Dr.

shares of Series A preferred stock was secured by a lien on certain intellectual property assets previously assigned by him to our company.

The security agreement terminated upon our redemption of Dr.

Singh’s Series A Preferred Stock.

were a party to a management agreement with Upeva, Inc., a company for which our prior Secretary and a former member of the board of

directors, Gregg C.E.

Johnson serves as chief executive officer.

In return for various legal and other consulting services, we paid Upeva

a monthly fee of $10,000 until that arrangement terminated on May 1, 2020.

As of December 31, 2020, we owed Upeva, Inc.

approximately

This contract expired April 30, 2020 and was not renewed.

Additionally, Mr.

Johnson is the beneficial owner of 254,902 common

shares of our company through Spire Family Holdings, L.P.

The payment was made early 2021, no outstanding fees are due.

the year ended December 31, 2020, Cody Teets, one of our former directors who held $200,000 in our convertible notes issued in 2019,

exchanged her outstanding notes for 45,252 shares of our common stock.

the year ended December 31, 2021 and 2020, options for the purchase of 539,000 and 429,012 shares, respectively, of our common stock

were granted to our directors, officers, employees and consultants.

July 2020, we entered into a Separation Agreement with each of Robert Mitchell and Carol Coughlin.

In August 2020, we entered into a

Separation Agreement with Cody Teets.

For a description of these agreements, see “Management————2020 Removal

of Independent Directors and Reconstitution of the Board”.

November 6, 2020, we entered into the Settlement and Release Agreement with the Stockholder Group, which included to former directors

of our company, Paul Lajoie and Joe Womack.

For a description of this agreement, see “Management————October

2020 Derivative Demand and Settlement.”

have entered into indemnification agreements with each of our directors and entered into such agreements with certain of our executive

These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys’

fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by

or in our right, on account of any services undertaken by such person on behalf of us or that person’s status as a member of the

board of directors to the maximum extent allowed under Wyoming law.

(i) 733,334 shares of Common Stock issuable upon exercise of options held by this group, of which 463,334 are exercisable within

Excludes 270,000 shares of Common Stock underlying unvested options.

Certain Relationships and Related Transactions and Directors Independence.

than the executive and director compensation and other arrangements, which are described in this Annual Report on Form 10-K under the

heading “Executive Compensation”, we are not a party to any related party transactions.

and Procedures for Related Party Transactions

to the written charter of our Audit Committee, the Audit Committee will be responsible for reviewing and approving, prior to our entry

into any such transaction, all related party transactions and potential conflict of interest situations involving:

to the written charter of our Audit Committee, the Audit Committee is responsible for reviewing and approving, prior to our entry into

any such transaction, all related party transactions and potential conflict of interest situations involving:

of our directors, director nominees or executive officers;

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immediate family member of any of the foregoing.

Audit Committee will review any financial transaction, arrangement or relationship that:

Audit Committee is responsible for reviewing any financial transaction, arrangement or relationship that:

or will involve, directly or indirectly, any related party identified above;

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otherwise prohibited by law, rule or regulation.

Audit Committee will review each such transaction, arrangement or relationship to determine whether a related party has, has had or expects

to have a direct or indirect material interest.

Following its review, the Audit Committee will take such action as it deems necessary

and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending to management how to

proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with

Any member of the Audit Committee who is a related party with respect to a transaction under review will not be permitted to participate

in the discussions or evaluations of the transaction;

however, the Audit Committee member will provide all material information concerning

the transaction to the Audit Committee.

The Audit Committee will report its action with respect to any related party transaction to the

board of directors.

Audit Committee is responsible for reviewing each such transaction, arrangement or relationship to determine whether a related party

has, has had or expects to have a direct or indirect material interest.

Following its review, the Audit Committee will take such action

as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending

to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement

or relationship with us.

Any member of the Audit Committee who is a related party with respect to a transaction under review will not

be permitted to participate in the discussions or evaluations of the transaction;

however, the Audit Committee member will provide all

material information concerning the transaction to the Audit Committee.

The Audit Committee will report its action with respect to any

related party transaction to the Board of Directors.

Anti-Takeover

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proposals could result in an improvement of their terms.

Newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting

Newly created directorships resulting from any increase in the number of directors and any vacancies on our Board of Directors resulting

from death, resignation, disqualification, removal or other cause shall be filled by a majority of the remaining directors on the board.

Our Certificate of Incorporation and bylaws authorizes the board of directors to adopt, repeal, rescind, alter or amend our bylaws

Our certificate of incorporation and bylaws authorizes our Board of Directors to adopt, repeal, rescind, alter or amend our bylaws

without shareholder approval.

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Our bylaws provide that special meetings of stockholders for any purpose or purposes may be

called at any time only by the board of directors or by our Secretary following receipt of one or more written demands from stockholders

of record who own, in the aggregate, at least 15% the voting power of our outstanding stock then entitled to vote on the matter or matters

to be brought before the proposed special meeting.

called at any time only by our Board of Directors or by our Secretary following receipt of one or more written demands from

stockholders of record who own, in the aggregate, at least 15% the voting power of our outstanding stock then entitled to vote on

the matter or matters to be brought before the proposed special meeting.

of authorized but unissued Common Stock and blank check preferred stock.

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or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to these forum selection

27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the

Exchange Act or the rules and regulations thereunder.

As a result, our bylaws provide that the exclusive forum provision will not apply

to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive

jurisdiction.

27 of the Securities Exchange Act of 1934, as amended (which we refer to herein as the Exchange Act) creates exclusive federal jurisdiction

over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

our bylaws provide that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the

Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance

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All other fees

the above table, “audit fees” are fees billed for services related to the audit of our annual financial statements, quarterly

reviews of our interim financial statements, and services normally provided by the independent accountant in connection with regulatory

filings or engagements for those fiscal periods.

“Audit-related fees” are fees not included in audit fees that are billed

by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review

of our financial statements.

These audit-related fees also consist of the review of our registration statements filed with the SEC and

related services normally provided in connection with regulatory filings or engagements.

“All other fees” are fees billed

by the independent accountant for products and services not included in the foregoing categories.

the above table, “audit fees” are fees billed for services related to the audit of our annual financial statements,

quarterly reviews of our interim financial statements, and services normally provided by the independent accountant in connection

with regulatory filings or engagements for those fiscal periods.

“Audit-related fees” are fees not included in audit

fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance

of the audit or review of our financial statements.

These audit-related fees also consist of the review of our registration

statements filed with the SEC and related services normally provided in connection with regulatory filings or engagements.

“Tax fees” are comprised of tax compliance, preparation and consultation fees.

“All other fees” are fees

billed by the independent accountant for products and services not included in the foregoing categories.

is the Audit Committee’s policy to approve in advance the types and amounts of audit, audit-related, tax, and any other services

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The Audit Committee approved 100% of all services provided by Plante Moran during 2022 and 2021.

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

List of documents filed as part of this Annual Report on Form 10-K:

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following documents are filed as exhibits to this Annual Report on Form 10-K.

Certificate of Incorporation of Vivos Therapeutics, Inc.

of Incorporation of Vivos Therapeutics, Inc.

filed with Delaware Secretary of State on August 12, 2020.

Amended and Restated Bylaws of Vivos Therapeutics, Inc.

Certificate of Conversion filed with Delaware Secretary of State on August 12, 2020.

Form of Stock Certificate.

Form of Representative’s Warrant in connection with the Company’s initial public offering.

Form of Representative’s Warrant in connection with the Company’s May 2021 follow-on offering.

Description of Registered Securities.

and Restated Bylaws of Vivos Therapeutics, Inc.

of Conversion filed with Delaware Secretary of State on August 12, 2020.

of Stock Certificate.

of Representative’s Warrant in connection with the Company’s initial public offering.

of Representative’s Warrant in connection with the Company’s May 2021 follow-on offering.

of Registered Securities.

Form of Common Stock Warrant, dated January 9, 2023, issued to the investor in the January 2023 private placement (6)

Form of Pre-Funded Warrant, dated January 9, 2023, issued to the investor in the January 2023 private placement (6)

Amended and Restated Executive Employment Agreement, dated October 8, 2020, between R.

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2019 Stock Option and Stock Issuance Plan.

Licensing, Distribution, and Marketing Agreement dated February 12, 2021 between the Company and MyCardio, LLC.

Sales Agreement dated February 7, 2022, between the Company and Roth Capital Partners, LLC.

Distribution, and Marketing Agreement dated February 12, 2021 between the Company and MyCardio, LLC.

Agreement dated February 7, 2022, between the Company and Roth Capital Partners, LLC.

Form of Securities Purchase Agreement, dated January 5, 2023, between the Company and the investor in the January 2023 private placement (6)

Form of Registration Rights Agreement, dated January 5, 2023, between the Company and the investor in the January 2023 private placement (6)

Placement Agency Agreement, dated January 5, 2023, between the Company and Roth Capital Partners, LLC and A.G.P./Alliance Global Partners (6)

List of Subsidiaries.

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Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Insider Trading Compliance Manual.*

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on October 9, 2020.

1 unchanged sentence

by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2021.

Incorporated by reference to

the Company’s Current Report on Form 8-K, filed with the SEC on May 12, 2021.

Incorporated by refence to

the Company’s Registration Statement on Form S-3, filed with the SEC on February 7, 2022.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 12, 2021.

by refence to the Company’s Registration Statement on Form S-3, filed with the SEC on February 7, 2022.

Incorporated by refence to the Company’s Current Report on Form 8-K, filed with the SEC on January 9, 2023.

management contracts and compensation plans and arrangements

24 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures