Vivos Therapeutics Inc美股招股说明书(2025-01-31版)

Up to 854,332 shares of Common Stock, Comprised ofUp to 709,220 Shares of Common Stock Issuable Upon Exercise of the December 2024 WarrantsUp to 145,112 Shares of Common Stock Issuable Upon Exercise of the Placement Agent Warrants This prospectus relates to the offer for sale of up to an aggregate of 854,332 shares of Common Stock, parvalue$0.0001 per share(“Common Stock”),of Vivos Therapeutics,Inc.(the“Company”)by the sellingstockholders named herein (who we refer to as the selling stockholders), comprised of (i) 709,220 shares ofCommon Stock underlying Common Stock purchase warrants issued to the selling stockholders in a privateplacement on December 22, 2024 (the “December 2024 Warrant” and the shares of Common Stock underlying theDecember 2024 Warrant, the “December 2024 Warrant Shares”) concurrent with a securities purchase agreemententered by the Company on December 22, 2024 with the selling stockholders (the “December 2024 Offering”), (ii)95,467 shares of Common Stock underlying Common Stock purchase warrants issued to a placement agent inconnection with the December 2024 Offering (the “December 2024 PA Warrant” and the shares of Common Stockunderlying December 2024 PA Warrant, the “December 2024 PA Warrant Shares”), and (iii) 49,645 shares ofCommon Stock underlying common stock purchase warrants issued to a placement agent in connection with asecurities purchase agreement entered by the Company and certain institutional investors on September 18, 2024(the “September 2024 PA Warrant,” the shares of Common Stock underlying September 2024 PA Warrant, the“September 2024 PA Warrant Shares”, and the September 2024 PA Warrant together with the December 2024 PAWarrant, the “Placement Agent Warrants”) In this prospectus, we sometimes refer to the December 2024 Warrants and the Placement Agent Warrantsas the “warrants”, and we refer to December 2024 Warrant Shares and the and the Placement Agent Warrant Sharesas the “warrant shares”. We will not receive any proceeds from the resale of any of the shares of Common Stock being registeredhereby. We would, however, receive proceeds upon the exercise for cash of the warrants held by the sellingstockholders. Proceeds, if any, received from the exercise of such warrants will be used for general corporatepurposes and working capital or for other purposes that our Board of Directors, in their good faith, deem to be in thebest interest of our company. No assurances can be given that any of such warrants will be exercised or that we willreceive any cash proceeds upon such exercise if cashless exercise is available. The distribution of shares of Common Stock offered hereby may be effected in one or more transactionsthat may take place in the Nasdaq Capital Market (or Nasdaq), including ordinary brokers’ transactions, privatelynegotiated transactions or through sales to one or more dealers for resale of such securities as principals, at marketprices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usualand customary or specifically negotiated brokerage fees or commissions may be paid by the selling stockholders. The selling stockholders and intermediaries through whom such securities are sold may be deemed“underwriters” within the meaning of the Securities Act of 1933, as amended (which we refer to as the “SecuritiesAct”), with respect to the securities offered hereby, and any profits realized or commissions received may bedeemed underwriting compensation. Our Common Stock is listed on the Nasdaq under the symbol “VVOS.” On January 30, 2025, the lastreported sale price of the shares of our Common Stock as reported on Nasdaq was $3.93 per share. We are an “emerging growth company”, as that term is used in the Jumpstart Our Business Startups Act of2012, and will be subject to reduced public company reporting requirements. Investing in our Common Stock is highly speculative and involves a significant degree of risk. See “RiskFactors” beginning on page 16 of this prospectus for a discussion of information that should be consideredbefore making a decision to purchase our Common Stock. You should read this prospectus, together with additional information described under the heading “WhereYou Can Find More Information,” carefully before you invest in any of our securities. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. The date of this prospectus is January 30, 2025. TABLE OF CONTENTS PageProspectus Summary1Risk Factors16Cautionary Note Regarding Forward-Looking Statements36Use of Proceeds38Dividend Policy38Determination of Offering Price38Market for Common Equity and Related Stockholder Matters38Management’s Discussion and Analysis of Financial Condition and Results of Operations38Business55Management84Executive C