What changed in this filing

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Item 3. Legal Proceedings

2025-03-31 compared with 2024-03-28 · 76 added, 113 removed, 21 unchanged (90% of the section changed)

7 unchanged sentences

of Colorado seeking relief from certain false, threatening, and defamatory statements to our business affiliate, Benco Dental (“ Benco ”).

We believe such statements have interfered with our business relationship and contract, causing harm to our reputation, loss of goodwill,

and unspecified monetary damages.

On February 12, 2021, we amended our complaint to add claims for false advertising and unfair business

practices, as well as additional variants of the original claims to address Ortho-Tain’s alleged false advertising campaign against

us in the fall of 2020.

Our amended complaint seeks permanent injunctive relief to prevent what we believe are defamatory statements

and interference with our business relationships by Ortho-Tain.

We believe such statements have interfered with its business relationship and contract with Benco, causing harm to our reputation, loss

of goodwill, and unspecified monetary damages.

On February 12, 2021, we amended our complaint to add claims for false advertising and

unfair business practices, as well as additional variants of the original claims to address Ortho-Tain’s alleged false advertising

campaign against us in the fall of 2020.

Our amended complaint seeks permanent injunctive relief to prevent what we believe are defamatory

statements and interference with our business relationships by Ortho-Tain.

further seek declaratory relief to refute the defendant’s false allegations, as well as monetary damages.

Prior to filing suit,

Prior to filing the suit,

we worked collaboratively with legal counsel at Benco to address and resolve this matter.

5 unchanged sentences

entered an order and judgment.

Pursuant to such order, the appeal was terminated and the case remanded to the U.S.

District Court for

the District of Colorado for further proceedings.

Pursuant to such order, the appeal was terminated, and the case was remanded to the U.S.

District Court

for the District of Colorado for further proceedings.

On July 13, 2022, the Clerk of Court for the Tenth Circuit transferred jurisdiction

back to the District Court.

On February 1, 2023, Ortho-Tain filed a motion to re-open the district court case and set a status conference.

On February 22, 2023, Vivos filed a notice of non-opposition joining that request.

On July 26, 2023, the District Court reopened the

On February 14, 2024, the District Court issued an order denying Ortho-Tain’s motion to dismiss after analyzing the issue

of litigation privilege under the standard ordered by the Tenth Circuit.

In response, Ortho-Tain filed a notice of appeal of the District

Court’s order on February 14, 2024.

The appeal has been docketed in the Tenth Circuit, and the record has been completed.

On March 5, 2024, Vivos filed a motion to dismiss the appeal for lack of

jurisdiction.

Ortho-Tain filed its response to the motion to dismiss on March 19, 2024.

Vivos’ reply in support of the

motion to dismiss is to be filed by March 26, 2024.

On March 20, 2024, the Court ordered that Vivos’ motion to dismiss for lack

of jurisdiction will be referred to the panel of judges to be assigned to the appeal, that no ruling on the motion to dismiss would issue

at this time, and that Ortho-Tain is to file its opening brief on or before April 29, 2024.

back to the District of Colorado.

On February 14, 2024, the District Court of Colorado issued an order denying Ortho-Tain’s motion

to dismiss after analyzing the issue of litigation privilege under the standard ordered by the Tenth Circuit.

In response, Ortho-Tain

filed a notice of appeal of the District Court of Colorado order on February 14, 2024.

The appeal has been docketed in the Tenth Circuit,

and the record has been completed.

On March 5, 2024, we filed a motion to dismiss the appeal for lack of jurisdiction.

Ortho-Tain filed

its response to the motion to dismiss on March 19, 2024.

Our reply in support of the motion to dismiss was filed on March 26, 2024.

March 20, 2024, the Court ordered that our motion to dismiss for lack of jurisdiction would be referred to the panel of judges to be

assigned to the appeal, and that no ruling on the motion to dismiss would be issued at that time.

Ortho-Tain filed its opening brief

on April 29, 2024.

We filed an Answer Brief on May 29, 2024.

Ortho-Tain filed its response brief on June 20, 2024.

On October 31, 2024,

the Tenth Circuit ordered additional briefing on two discrete issues and that briefing was filed on November 21, 2024.

Oral Argument

is scheduled for March 18, 2025.

July 22, 2020, Ortho-Tain, Inc.

filed a Complaint at Law in the United States District Court for the Northern District of Illinois naming

Vivos, along with the Company’s Chief Executive Officer, R.

filed a complaint in the United States District Court for the Northern District of Illinois against the

Company, our Chairman and Chief Executive Officer, R.

Kirk Huntsman, Benco Dental Supply Co., Dr.

Brian Kraft, Dr.

Ben Miraglia,

The Ortho-Tain complaint alleges violation of the Lanham Act and an alleged civil conspiracy among the defendants

to violate the Lanham Act by an alleged false designation of origin related to a presentation given by Dr.

Brian Kraft at an event sponsored

by the Company and Benco Dental.

Ortho-Tain also alleges that the actions of the defendants, including the Company, diverted sales from

Ortho-Tain, deprived Ortho-Tain of advertising value and resulted in a loss of goodwill to Ortho-Tain.

Ortho-Tain also alleges two separate

breach of contract actions against Dr.

Brian Kraft and the Company’s Chief Executive Officer, R.

Kirk Huntsman.

On September 9,

2020, the Company moved to dismiss the claims against it.

On May 14, 2021, the United States District Judge entered an order granting

the Company’s motion to stay this case pending the outcome of a substantially similar, first-filed suit by the Company pending

in the United States District Court for the District of Colorado.

In light of the stay, the Court denied, without prejudice, the Company’s

pending motion to dismiss.

On September 3, 2021, on December 2, 2021, on April 4, 2022, on July 5, 2022, on September 19, 2022, and on

November 22, 2022 the Court extended the stay.

On March 2, 2023, the Court lifted the stay.

April 13, 2023, the Court ordered the parties to exchange Rule 26(a) disclosures by May 1, 2023 and issue initial written discovery by

May 15, 2023.

Further, the Court referred the matter to the Magistrate Judge to conduct a settlement conference.

On April 28, 2023, the

Court clarified that Dr.

Musso’s court ordered participation in settlement and discovery did not waive his objections to personal

jurisdiction and venue, and that Defendants did not need to file a response to the Complaint at this time.

On June 2, 2023, the case

was reassigned to the Hon.

On July 11, 2023, the Magistrate Judge scheduled a settlement conference for September 1,

On August 1, 2023, Judge Hunt set a deadline to refile motions to dismiss as August 15, 2023, stayed discovery pending resolution

of the motions, and authorized the parties to cancel the settlement conference.

The Company filed a motion to dismiss on August 15, 2023,

and a reply brief on October 3, 2023.

The Parties are currently awaiting a decision on the motion to dismiss.

May 23, 2022, Dr.

Dave Singh (“Dr.

Singh”), the founder and former director and Chief Medical Officer of our company,

through his legal counsel, sent a demand letter (the “Demand Letter”) to us.

The Demand Letter asserted certain allegations,

including an assertion that contested our decision to terminate Dr.

Singh’s employment for cause in March 2022.

As previously disclosed,

on March 1, 2022, with the unanimous approval of our Board of Directors, we provided notice of termination of Dr.

Singh’s employment

with our company “for cause” pursuant to the terms Dr.

Singh’s amended and restated employment agreement with us (the

“Employment Agreement”).

In the Demand Letter, Dr.

Singh also asserted certain potential claims against us and/or R.

Huntsman, our Chairman and Chief Executive Officer, including for breach of contract, breach of fiduciary duty, defamation and other

civil claims and remedies which could include severance payments to Dr.

Singh and other money relief if Dr.

Singh’s claims are

upheld in arbitration.

We believe that Dr.

Singh’s assertions completely lack merit in fact or law and further believes that Dr.

Singh will be unable to establish actionable damages.

Further, we believe that several provisions of Dr.

Singh’s Employment Agreement

limit or restrict claims Dr.

Singh is alleging, including a mandatory arbitration clause and exclusive remedy provisions.

assurances can be given that our positions regarding the Demand Letter or the Employment Agreement will be upheld by an arbitrator.

parties engaged in voluntary mediation, with no resolution reached.

November 3, 2022, the Company initiated arbitration with the American Arbitration Association against Dr.

Gurdev Dave Singh.

The Company’s

Demand for Arbitration alleged that Dr.

Singh’s behaviors and actions constituted a breach of the Employment Agreement as well

as a breach of a fiduciary duty to which he owed the Company, and requests that the Arbitrator declare that Dr.

Singh’s sole remedy

or relief against the Company is what was agreed upon in the Employment Agreement.

On December 7, 2022, Dr.

Singh filed a Cross-Complaint

in the Arbitration alleging claims against the Company for breach of contract, employment discrimination, and violation of the Colorado

On August 18, 2023, the Company filed an Amended Demand for Arbitration to add two claims for breach of contract of the restrictive

covenants for Dr.

Singh’s work with Koala Plus and with Stimcore.

On January 8, 2024, the Company and Dr.

Singh reached a settlement

and the arbitration has been closed, with the arbitrator maintaining jurisdiction for any issues that may arise from the enforcement

of the settlement agreement.

Ben Miraglia, and

Mark Musso (the “ Illinois Ortho-Tain Case ”).

The complaint in the Illinois Ortho-Tain Case addresses the same

events as the suit we filed against Ortho-Tain in June 2020 as described above.

The complaint in the Illinois Ortho-Tain Case alleges

violation of the Lanham Act and an alleged civil conspiracy among the defendants to violate the Lanham Act by an alleged false designation

of origin related to a presentation given by Dr.

Brian Kraft at an event sponsored by us and Benco Dental.

also alleges that the actions of the defendants diverted sales from Ortho-Tain, deprived Ortho-Tain of advertising value and resulted

in a loss of goodwill to Ortho-Tain.

Ortho-Tain further alleges two separate breach of contract actions against Dr.

Brian Kraft and Mr.

Ortho-Tain’s allegation of breach of contract against Mr.

Huntsman, relates to a Non-Disclosure Agreement entered into

in October 2013 with Mr.

Huntsman’s prior entity, Xenith Practices, LLC, which Non-Disclosure Agreement expired pursuant to its

terms in October 2016.

We continue to evaluate the allegations, although we believe they lack merit and believe Ortho-Tain will be unable

to establish actionable damages.

September 9, 2020, we moved to dismiss the claims against it in the Illinois Ortho-Tain Case.

On October 23, 2020, we filed a motion

requesting, in the alternative, that if the case is not dismissed, it be transferred to the Colorado action described above or stayed.

On May 14, 2021, the United States District Judge entered an order granting our motion to stay this case pending the outcome of a substantially

similar, first-filed suit by us is pending in the United States District Court.

In light of the stay, the District Court denied, without

prejudice, our pending motion to dismiss.

On March 2, 2023, the District Court lifted the stay.

Defendants renewed their motions to dismiss.

On August 23, 2024, the District Court of Colorado issued its order partially granting the

motions to dismiss, including dismissing Defendants Benco Dental Supply Co.

Ortho-Tain subsequently sought leave

to amend its Complaint to try and address the deficiencies identified by the District Court of Colorado in its August 23, 2024 order.

The Defendants opposed the Motion for Leave to Amend, and, on October 9, 2024, the District Court of Colorado held a hearing to address

the Motion for Leave to Amend.

The District Court of Colorado denied Plaintiff’s Motion for Leave to File an Amended Complaint

without Prejudice.

Parties submitted a Joint Discovery Plan to the District Court on October 21, 2024.

On October 22, 2024, the District Court ordered the

parties to exchange Rule 26(a)(1) initial disclosures by November 22, 2024 and Initial Written Discovery to Be Issued by the same date,

which the parties completed.

The parties provided a status report to the court on January 6, 2025 and February 24, 2025.

Court set a deadline of May 16, 2025 to amend pleadings and July 30, 2025 to complete fact discovery.

Mine Safety Disclosures.

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 3. Legal Proceedings