UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2023

VIVOS INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (509) 736-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Issuance of Common Stock Pursuant to Offering Statement

On December 22, 2023, Vivos, Inc. (the “Company”) completed the sale to investors of 8,132,000 shares of its common stock, par value $0.001 per share (“Common Stock”), pursuant to its Regulation A+ offering being conducted on a “best efforts” basis under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”). The Offering is being conducted pursuant to the Company’s offering statement on Form 1-A, originally filed with the Securities and Exchange Commission (“SEC”) on September 1, 2021 and qualified by the SEC on September 15, 2021, as amended and qualified by the SEC on October 17, 2022 and December 6, 2023 (the “Offering Statement”). The Offering resulted in gross proceeds to the Company of $520,448. Proceeds from the sale of Common Stock in connection with the Offering will be used for general working capital purposes.

Please see the Offering Statement for additional details regarding the Offering, including the terms of the Common Stock being offered.

As noted above, the issuance of the Common Stock was made in reliance upon an exemption from registration provided under Regulation A+ pursuant to Section 3(6) of the Securities Act.

Upon issuance of the shares of Common Stock in connection with the Offering described above, the Company will have 386,731,533 shares of Common Stock issued and outstanding,

Issuance of Warrants

On December 22, 2023, the Company issued to certain accredited investors pursuant to a Series C Warrant purchase agreement (the “Series C Warrant Purchase Agreement”), in consideration of an aggregate of $8,132, warrants to purchase 8,132,000 shares of its Common Stock (“Series C Warrants”), which Series C Warrants expire, if not previously exercised, on December 31, 2027, and are exercisable for Common Stock at $.075 per share. The Series C Warrants were issued pursuant to Regulation D under the Securities Act and the rules and regulations thereunder.

Warrant Exchange and Amendment.

On December 22, 2023, the Company entered into a warrant exchange agreement with certain accredited investors (the “Exchange Agreement”) whereby the Company exchanged 5,000,000 Series B Warrants issued on or around July 7, 2022 for 2,500,000 shares of Common Stock (the “Exchange Shares”), and amended the terms of the remaining Series B Warrants to reduce the exercise price to $0.075 and extended the expiration date to December 31, 2027. The Exchange Shares issued pursuant to the Exchange Agreement were issued pursuant to Sections 3(a)(9) and 4(2) of the Securities Act and the rules and regulations thereunder.

On December 22, 2023, pursuant to the terms of the Series C Warrant Purchase Agreement, the Company agreed with certain accredited investors to amend the terms of 6,400,000 Series B-1 Warrants issued on or around April 28, 2023, to decrease the exercise price to $.075 and extend the expiration date to December 31, 2027.

The forgoing descriptions of the Series C Warrant, Series C Warrant Purchase Agreement and the Exchange Agreement are qualified in their entirety by reference to the full text of each document, copies of which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

See Item 3.02 above.

(d) Exhibits Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.