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): February 6, 2025

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. ☐

Item 3.02 Unregistered Sales of Equity Securities

Issuance of Common Stock Pursuant to Offering Statement

On February 6, 2025, Vivos, Inc. (the “Company”) completed the sale to an accredited investor of 12,500,000 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, dated June 28, 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on July 16, 2024 and the Post-Qualification Offering Supplement No. 1 filed on November 18, 2024 (collectively, the “Offering Circular”) The Offering resulted in gross proceeds to the Company of $1,500,000. 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.

Following the issuance of the shares of Common Stock in connection with the Offering described above, the Company will have 453,373,806 million shares of Common Stock issued and outstanding.

Issuance of Warrants

On February 6, 2025, the Company issued to an accredited investor, in consideration of an aggregate of $6,250, warrants to purchase 6,250,000 shares of its Common Stock (the “Warrants”), which Warrants expire, if not previously exercised, on June 30, 2028, and are exercisable for Common Stock at $.15 per share. The Warrants were issued pursuant to Regulation D under the Securities Act and the rules and regulations thereunder.

Item 8.01 Other Events

See Item 3.02 above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.