Vivos Therapeutics Inc美股招股说明书(2025-09-12版)

Up to $5,830,572Common Stock Vivos Therapeutics, Inc. (the “Company” or “we”) entered into an At The Market Offering Agreement, dated February 14,2025 (as amended, the “Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), relating to shares of our commonstock, $0.0001 par value per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with theterms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of not more than$5,830,572. Our common stock is listed on The Nasdaq Capital Market under the symbol “VVOS.” The last reported sale price of ourcommon stock on September 9, 2025 was $3.87 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anymethod permitted that is deemed an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, asamended, or the Securities Act, including sales made directly on or through the Nasdaq Capital Market, or Nasdaq, or any otherexisting trading market in the United States for our common stock, sales made to or through a market maker other than on an exchangeor otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices and/or in any other method permitted by law. If we and Wainwright agree on any method ofdistribution other than sales of shares of our common stock on or through the Nasdaq or another existing trading market in the UnitedStates at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule424(b) under the Securities Act. Under the Sales Agreement, Wainwright is not required to sell any specific number or dollar amountof securities, but Wainwright will act as our sales agent using commercially reasonable efforts consistent with its normal trading andsales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Wainwright will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of sharesof our common stock. In connection with the sale of our shares of common stock on our behalf, Wainwright will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Wainwright will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Wainwright with respect to certainliabilities, including liabilities under the Securities Act. As of the date of this prospectus supplement, the aggregate market value of our common stock held by our non-affiliates(“public float”), as calculated pursuant to the rules of the Securities and Exchange Commission (the “SEC”), was approximately$40,879,740, based upon 5,881,977 shares of our outstanding common stock held by non-affiliates at the per share price of $6.95, theclosing sale price of our common stock on the Nasdaq Capital Market on July 14, 2025. Pursuant to General Instruction I.B.6 of FormS-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part in a public primaryoffering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remainsbelow $75.0 million. As of the date hereof, we have offered approximately $7,796,008 in securities pursuant to General InstructionI.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus. Investing in our common stock is speculative involves a high degree of risk. See “Risk Factors,” beginning on page S-10of this prospectus supplement, as well as the documents incorporated by reference in this prospectus supplement, for adiscussion of the factors you should carefully consider before deciding to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is September 12, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageAbout This Prospectus SupplementS-iCautionary Note Regarding Forward-Looking StatementsS-iiProspectus Supplement SummaryS-1Risk FactorsS-10Use of ProceedsS-17DilutionS-18Plan of DistributionS-20Legal MattersS-22ExpertsS-22Where You Can Find Additional InformationS-22Incorporation of Certain Information By ReferenceS-23 PROSPECTUS About This ProspectusiiCautionary Statement Regarding Forward-Looking StatementsiiiProspectus Summary1Risk Factors8Use of Proceeds8Dividend Policy8Plan of Distribution9Description of Securities We May Offer12Legal