What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-03-28 · 124 added, 96 removed, 42 unchanged (84% of the section changed)

4 unchanged sentences

March 31, 2025, we had approximately 8,150 stockholders of record.

On March 26, 2024, there were 2,731,270 shares of our common stock

issued and outstanding.

On March 31, 2025, there were 5,889,520 shares of our common

stock issued and outstanding.

In addition, we believe that a significant number of beneficial owners of our common stock hold their shares

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and/or (ii) the securities were only offered and sold to accredited investors.

November 2020, Vivos Therapeutics issued warrants to certain shareholders to purchase an aggregate of 13,000 shares of common stock.

Such warrants are substantially similar to the Series B Warrants except such warrants will be exercisable for a period of 36 months,

beginning six months after the consummation of the initial public offering and ending on the forty-second month anniversary of the consummation

of our initial public offering.

See “Management—October 2020 Derivative Demand and Settlement” in our Annual Report

on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021 for further information on the issuance

of these warrants.

March 12, 2021, Vivos Therapeutics granted options to purchase up to 5,800 shares of common stock at an exercise price of $187.50 share

in the following amounts to employees and consultants, 4,800 to two employees (4,000 and 800 respectively) with standard vesting on each

of the following dates:

(i) 20% as of the date of grant and (ii) 20% at the end of each year following the date of grant, and 1,000 to

a consultant with standard vesting on each of the following dates:

(i) 20% as of the date of grant and (ii) 20% at the end of each year

following the date of grant.

March 29, 2021 and as part of the acquisition of certain assets from, and the entry into related agreements with, MyoCorrect, LLC and

its affiliates, Vivos Therapeutics issued three-year warrants to purchase 8,000 shares of our common stock with an exercise price of

$187.50 per share.

1,000 of these warrants vested initially upon issuance, but the remainder only vest and become exercisable upon the

achievement of pre-determined performance metrics related to the utilization of MyoCorrect.

These warrants may be exercised only for

cash, and the exercise price is subject to customary, stock-based anti-dilution protection.

April 14, 2021 and as part of the acquisition of certain assets from, and the entry into related agreements with, Lyon Management &

Consulting, LLC and its affiliates, we issued three year warrants to purchase 1,000 shares of our common stock with an exercise price

of $222.50 per share.

200 of these warrants vested initially upon issuance, but the remainder only vest and become exercisable at the

end of each anniversary year following the issuance date.

February 25, 2022 we issued 11,600 stock options to certain employees and officers with an exercise price of $81.75 per share, one-fifth

vested on the date of grant, and one-fifth vests annually through February 25, 2026.

Additionally, we issued warrants to purchase 3,200

shares of the Company’s common stock to certain consultants for sales consulting services with an exercise price of $81.75 per

share, vesting monthly over one year term of the agreement.

These warrants may be exercised only for cash, and the exercise price is

subject to customary, stock-based anti-dilution protection.

May 12, 2022, we issued 10,600 stock options to certain employees and officers with an exercise price of $32.25 per share, one-fifth

vested on the date of grant, and one-fifth vests annually through May 12, 2027.

Additionally, we issued warrants to purchase 5,200 shares

of the Company’s common stock to certain consultants for sales consulting services with an exercise price of $32.25 per share.

1,600 of these warrants vested immediately upon issuance, 2,400 of these warrants vest monthly over a six month term and 1,200 of these

warrants vest monthly over one year term of the agreement.

These warrants may be exercised only for cash, and the exercise price is subject

to customary, stock-based anti-dilution protection.

the period from March 12, 2021 through March 30, 2021, Vivos Therapeutics issued warrants to purchase an aggregate of 3,800 shares of

common stock to contractors and consultants in exchange for services.

These warrants have an exercise price of $187.50 per share.

of these warrants vested initially upon issuance, but the remainder only vest and become exercisable at the end of each anniversary year

following the issuance date.

July 8, 2022, we issued 600 stock options to a certain employee with an exercise price of $36.25 per share, one-fifth vested on the date

of grant, and one-fifth vests annually through July 8, 2027.

December 23, 2022,we issued 56,167 stock options to certain employees and officers with an exercise price of $12.00 per share, 31,500

of these options vested one-fifth on the date of grant, and one-fifth vests annually through December 23, 2026, 6,400 of these options

vested 50% on the date of grant, and 25% vest on March 23, 2023, and the remaining 25% vest on June 23, 2023, and 18,267 of these options

vested immediately upon issuance.

Additionally, we issued warrants to purchase 34,000 shares of the Company’s common stock to certain

consultants for sales consulting services with an exercise price of $12.00 per share.

22,300 of these warrants vested immediately upon

issuance, 1,100 of these warrants vest quarterly over one year term, 4,600 of these warrants vest quarterly over two year term of the

agreement, 2,000 of these warrants vest annually over two year term, and 4,000 of these warrants exercisable upon the achievement of

pre-determined performance metrics.

These warrants may be exercised only for cash, and the exercise price is subject to customary, stock-based

anti-dilution protection.

February 25, 2022 the Company issued 11,600 stock options to certain employees and officers with an exercise price of $81.75 per share,

one-fifth vested on the date of grant, and one-fifth vests annually through February 25, 2026.

Additionally, the Company issued warrants

to purchase 3,200 shares of the Company’s common stock to certain consultants for sales consulting services with an exercise price

of $81.75 per share, vesting monthly over one year term of the agreement.

These warrants may be exercised only for cash, and the exercise

price is subject to customary, stock-based anti-dilution protection.

May 12, 2022, the Company issued 10,600 stock options to certain employees and officers with an exercise price of $32.25 per share, one-fifth

vested on the date of grant, and one-fifth vests annually through May 12, 2027.

Additionally, the Company issued warrants to purchase

5,200 shares of the Company’s common stock to certain consultants for sales consulting services with an exercise price of $32.25

1,600 of these warrants vested immediately upon issuance, 2,400 of these warrants vest monthly over a six month term and 1,200

of these warrants vest monthly over one year term of the agreement.

These warrants may be exercised only for cash, and the exercise price

is subject to customary, stock-based anti-dilution protection.

July 8, 2022, the Company issued 600 stock options to a certain employee with an exercise price of $36.25 per share, one-fifth vested

on the date of grant, and one-fifth vests annually through July 8, 2027.

December 23, 2022, the Company issued 56,167 stock options to certain employees and officers with an exercise price of $12.00 per share,

31,500 of these options vested one-fifth on the date of grant, and one-fifth vests annually through December 23, 2026, 6,400 of these

options vested 50% on the date of grant, and 25% vest on March 23, 2023, and the remaining 25% vest on June 23, 2023, and 18,267 of these

options vested immediately upon issuance.

Additionally, the Company issued warrants to purchase 34,000 shares of the Company’s

common stock to certain consultants for sales consulting services with an exercise price of $12.00 per share.

22,300 of these warrants

vested immediately upon issuance, 1,100 of these warrants vest quarterly over one year term, 4,600 of these warrants vest quarterly over

two year term of the agreement, 2,000 of these warrants vest annually over two year term, and 4,000 of these warrants exercisable upon

the achievement of pre-determined performance metrics.

These warrants may be exercised only for cash, and the exercise price is subject

to customary, stock-based anti-dilution protection.

January 9, 2023, the Company, closed a private placement (the “Private Placement”) pursuant to which the Company agreed sell

up to an aggregate of $8,000,000 of securities of the Company of units.

Each unit consists of one share of the Company’s common

stock, $0.0001 par value (or a pre-funded warrant to purchase one share of Common Stock) (the “Pre-Funded Warrants”) and

one warrant exercisable for one share Common Stock (the “Common Stock Purchase Warrants” and together with the Pre-Funded

Warrants, the “Warrants”).

January 9, 2023, we closed a private placement (the “Private Placement”) pursuant to which we agreed to sell up to an aggregate

of $8,000,000 of securities of the Company of units.

Each unit consists of one share of the Company’s common stock, $0.0001 par

value (or a pre-funded warrant to purchase one share of Common Stock) (the “Pre-Funded Warrants”) and one warrant exercisable

for one share Common Stock (the “Common Stock Purchase Warrants” and together with the Pre-Funded Warrants, the “Warrants”).

No actual units will be issued in the Private Placement.

to the Purchase Agreement, the Company agreed to issue and sell in the Private Placement 80,000 Shares, Pre-Funded Warrants to purchase

up to an aggregate of 186,666 shares of Common Stock and Common Stock Purchase Warrants to purchase up to an aggregate of 266,667 shares

of Common Stock (collectively with the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants, the “Warrant

The purchase price per Share and associated Common Stock Purchase Warrant was $30.00, and the purchase price per Pre-Funded

Warrant and associated Common Stock Purchase Warrant was $29.9998.

to the Purchase Agreement, we agreed to issue and sell in the Private Placement 80,000 Shares, Pre-Funded Warrants to purchase up to

an aggregate of 186,666 shares of Common Stock and Common Stock Purchase Warrants to purchase up to an aggregate of 266,667 shares of

Common Stock (collectively with the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants, the “Warrant Shares”).

The purchase price per Share and associated Common Stock Purchase Warrant was $30.00, and the purchase price per Pre-Funded Warrant and

associated Common Stock Purchase Warrant was $29.9998.

Common Stock Purchase Warrant entitles the holder, for a period of five years and 6 months, to purchase one share of Common Stock at

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limitations that may be waived at the option of each holder upon 61 days’ notice to the Company.

November 2, 2023, the Company closed a private placement (the “November 2023 Private Placement”) with an institutional

investor pursuant to which the Company sold an aggregate of $4,000,003 of securities in a private placement consisting of (i)

130,000 shares of Common Stock, (ii) a pre-funded warrant to purchase 850,393 shares of Common Stock at an exercise price of $0.0001

per share, (iii) a five-year Series A Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock with an

exercise price of $3.83 per share and (iii) an 18-month Series B Common Stock Purchase Warrant (the “Series B Warrant”)

to purchase up to 980,393 shares of Common Stock with an exercise price of $3.83 per share.

14, 2024, we entered into a warrant inducement letter agreement (the “Inducement Agreement”) with the same institutional investor

in the November 2023 Private Placement pursuant to which the investor agreed to exercise for cash the entirety of the Series B Warrant

at an exercise price of $4.02 per share (with such exercise price being established for purposes of compliance with the listing rules

of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $4.0 million.

Pursuant to the Inducement Agreement,

in consideration for the immediate exercise of the Series B Warrant in full, we agreed to issue to the investor, in a new private placement

transaction (the “Inducement Transaction”):

(i) a 5-year, Series B-1 Common Stock Purchase Warrant to purchase 735,296 shares

of our common stock at an exercise price of $5.05 per share, and (ii) an 18-month, Series B-2 common stock purchase warrant to purchase

735,296 shares of our common stock at an exercise price of $5.05 per share (collectively, the “Inducement Warrants” and such

aggregate 1,470,592 shares of Common Stock underlying the Inducement Warrants, the “Inducement Warrant Shares”).

The Inducement

Warrants are identical to each other, other than their dates of expiration, and are substantially identical to the Series B Warrant.

November 2, 2023, we closed a private placement (the “November 2023 Private Placement”) with an institutional investor pursuant

to which we sold an aggregate of $4,000,003 of securities in a private placement consisting of (i) 130,000 shares of Common Stock, (ii)

a pre-funded warrant to purchase 850,393 shares of Common Stock at an exercise price of $0.0001 per share, (iii) a five-year Series A

Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock with an exercise price of $3.83 per share and (iii) an

18-month Series B Common Stock Purchase Warrant (the “Series B Warrant”) to purchase up to 980,393 shares of Common Stock

with an exercise price of $3.83 per share.

February 14, 2024, we entered into a warrant inducement letter agreement (the “Inducement Agreement”) with the same institutional

investor pursuant to which the investor agreed to exercise for cash the entirety of the Series B Warrant issued in November 2023 at a

reduced exercise price of $4.02 per share (with such exercise price being established for purposes of compliance with the listing rules

of the Nasdaq Stock Market), resulting in gross proceeds to us of approximately $4.0 million.

The resale of the shares of Common Stock

underlying the Series B Warrant has been registered pursuant to a Registration Statement on Form S-1 (File No.

333-275726), which became

effective with the SEC on December 1, 2023.

to the Inducement Agreement, in consideration for the immediate exercise of the Series B Warrant in full, we agreed to issue to the investor

the two Inducement Warrants in a new private placement transaction.

The Inducement Warrants are identical to each other, other than their

dates of expiration, and are substantially identical to the Series B Warrant.

The Inducement Transaction closed on February 20, 2024.

June 10, 2024, we entered into a securities purchase agreement (the “June 2024 SPA”) with V-CO Investors LLC, a Wyoming limited

liability company (“V-CO”).

V-CO is an affiliate of Seneca, a leading independent private equity firm.

to the June 2024 SPA, we sold to V-CO in a private placement offering:

(i) 169,498 shares of our Common Stock, (ii) a pre-funded warrant

(which we refer to herein as the Pre-Funded Warrant) to purchase 3,050,768 shares of Common Stock (which we refer to herein as the Pre-Funded

Warrant Shares), and (iii) a Common Stock Purchase Warrant (which we refer to as the June 2024 Warrant) to purchase up to 3,220,266 shares

of Common Stock (which we refer to herein as the June 2024 Warrant Shares).

V-CO paid a purchase price of $2.329 for each share and Pre-Funded

Warrant Share and associated June 2024 Warrant, with such price being established for purposes of compliance with the listing rules of

the Nasdaq Stock Market LLC.

The private placement closed on June 10, 2024.

We received gross proceeds of $7,500,000 from the private

No placement agent was used in connection with the private placement.

June 2024 Warrant has a five-year term, an exercise price of $2.204 per share and became exercisable immediately as of the date of issuance.

The Pre-Funded Warrant has a term ending on the complete exercise of the Pre-Funded Warrant, an exercise price of $0.0001 per share and

became exercisable immediately as of the date of issuance.

The June 2024 Warrant and the Pre-Funded Warrants also contain customary stock-based

(but not price-based) anti-dilution protection as well as beneficial ownership limitations that may be waived at the option of the holder

upon 61 days’ notice to us.

June 20, 2024, we issued 85,000 stock options to certain employees and officers with an exercise price of $2.38 per share, 17,000 of

these options vested one-fifth on the date of grant, and one-fifth vests annually through June, 20, 2028.

Additionally, we issued 20,000

stock options to board members with an exercise price of $2.38 per share, 10,000 of these options vested 50% on the date of grant, and

25% vest on September 30, 2024, and the remaining 25% vest on December 31, 2024.

Lastly, we issued warrants to purchase 4,000 shares

of the Company’s common stock to a certain consultant for business developments services with an exercise price of $2.38 per share,

these warrants vested immediately upon issuance.

These warrants may be exercised only for cash, and the exercise price is subject to

customary, stock-based anti-dilution protection.

September 7, 2024 (the “Grant Date”), we granted 1,020,487 stock options, to certain employees, consultants and officers

with an exercise price of $2.64 per share, such grant was made under but subject to stockholder approval of the Company’s 2024

Omnibus Equity Incentive Plan and such grant at our 2024 Annual Meeting.

Such meeting was held, and such stockholder approval was obtained,

on November 26, 2024.

Stock options shall vest and become exercisable in three installments on the first, second and third anniversaries

of the Date of Grant subject to achievement of the following three performance metrics:

(1) quarter over quarter revenue growth of at

least 15% over the same prior year quarter, (2) total stockholder return from date of grant of 3X or greater, and (3) positive cash flow

for two consecutive quarters.

September 18, 2024, we entered into a securities purchase agreement (the “September 2024 SPA”) with certain institutional

investors in connection with a registered direct offering (the “September 2024 Offering”), priced at-the-market under Nasdaq

Stock Market rules, to purchase 1,363,812 shares of Common Stock at a purchase price of $3.15 per share.

No common stock purchase warrants

were offered or issued to investors in the September 2024 Offering.

December 22, 2024, we entered into a securities purchase agreement (the “December 2024 SPA”) with certain institutional investors

(who are the selling stockholders named herein) in connection with a registered direct offering, priced at-the-market under Nasdaq Stock

Market rules, to purchase 709,220 shares of Common Stock and, in a concurrent private placement (collectively, with the registered direct

offering, the “December 2024 Offering”), warrants (the “December 2024 Warrants”) to purchase up to 709,220 shares

of Common Stock (the shares of Common Stock issuable upon exercise of the December 2024 Warrants, the “December 2024 Warrant Shares”).

The combined purchase price per share and each of the December 2024 Warrants is $4.935.

The December 2024 Warrants are immediately exercisable

upon issuance, will expire two years following the issuance date and have an exercise price of $4.81 per share

Authorized for Issuance under Equity Compensation Plans

following information is provided as of December 31, 2023, regarding our common stock that may be issued under our 2017 stock and option

award plan (the “2017 Plan”), and our 2019 stock and option award plan (the “2019 Plan”).

be Issued Upon

following table summarizes the outstanding number of awards granted under the 2017 Plan, the 2019 Plan and the 2024 Omnibus Plan as of

December 31, 2024.

Plan category:

Equity compensation plans approved by security

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)

2024 Omnibus Plan (3)

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

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the 2019 Plan.

A total of 287 shares remaining for issuance in the 2019 Plan were retired with the approval and adoption of the 2024

Omnibus Plan.

2024 Omnibus Plan permits grants of equity awards to employees, directors, consultants and other independent contractors.

of directors and stockholders have approved a total reserve of 1,600,00 shares for issuance under the 2024 Omnibus Plan.

of the date of this Annual Report on Form 10-K, we have never paid or declared any cash dividends on our common stock, and we do not

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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 5. Market for Registrant’s Common Equity