Vivos Therapeutics Inc美股招股说明书(2026-01-14版)

●The resale of up to 980,393 shares of our common stock, par value $0.0001 per share (“Common Stock”), issuable uponexercise of a Series A Warrant at an exercise price of $3.83 to purchase shares of Common Stock issued by us to aninstitutional investor (the “Investor”) on November 2, 2023 (the “November 2023 Warrant”), pursuant to the terms andconditions of a securities purchase agreement, dated as of October 30, 2023, by and between the Company and the Investor(the “October 2023 SPA”), the resale of such shares of Common Stock which were registered for resale in the RegistrationStatement on Form S-1 (File No. 333-275726) and was originally declared effective by the Securities and ExchangeCommission (“SEC”) on December 1, 2023 (the “December 2023 Registration Statement”). ●The resale of up to 1,001,963 shares of Common Stock, which includes (a) 266,667 shares of Common Stock issuable uponexercise of a warrant at an exercise price of $3.83 issued by us to the Investor on January 9, 2023 (the “January 2023Warrant”) pursuant to the terms and conditions of a securities purchase agreement, dated as of January 5, 2023, by andbetween the Company and the Investor (the “January 2023 SPA”) and (b) 735,296 shares of Common Stock issuable uponexercise of a Series B-1 Warrant at an exercise price of $5.05 to purchase issued by us to the Investor on February 20, 2024(the “February 2024 Warrant”), pursuant to the terms and conditions of an inducement letter, dated as of February 14,2024, by and between our company and the Investor (the “February 2024 Inducement Transaction”) whereby the Investoragreed to exercise for cash the entirety of the Series B Warrant issued to the Investor on November 2, 2023 in connection withthe October 2023 SPA at a reduced exercise price, the resale of such shares of Common Stock exercisable pursuant to theJanuary 2023 Warrant and the February 2024 Warrant which were registered for resale in the Registration Statement on FormS-1 (File No. 333- 278564) and was originally declared effective by the SEC on April 26, 2024 (the “April 2024Registration Statement”). The January 2023 Warrant, the November 2023 Warrant and the February 2024 Warrant, aresometimes referred to collectively in this Prospectus as the “Warrants.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of CommonStock by the selling stockholder, although we may receive funds upon the future exercise of Warrants held by the selling stockholder,if and when exercised for cash. The selling stockholder may sell shares of Common Stock underlying the Warrants (which wesometimes refer to herein collectively as the Selling Stockholder Shares) from time to time in the principal markets on which ourCommon Stock is quoted at the prevailing market price, at prices related to prevailing market prices or in negotiated transactions. Theselling stockholder may sell the Selling Stockholder Shares to or through underwriters, broker-dealers or agents, who may receivecompensation in the form of discounts, concessions or commissions from the selling stockholder, the purchasers of the SellingStockholder Shares, or both. We are registering the offer and sale of the Selling Stockholder Shares pursuant to certain registrationrights granted to the selling stockholder. The timing and amount of any sale of Selling Stockholder Shares is within the sole discretionof the selling stockholder. We do not know when or in what amount of Selling Stockholder Shares the selling stockholder may offerfor sale. We will pay the expenses of registering the Selling Stockholder Shares, including legal and accounting fees. All selling andother expenses incurred by the selling stockholder will be borne by the selling stockholder. See “Plan of Distribution” for additionalinformation. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “VVOS.” On January 12, 2026, the lastreported sale price of our Common Stock on The Nasdaq Capital Market was $2.07 per share. The purchase of the Common Stock offered through this prospectus is speculative and involves a high degree of risk.Youshould carefully consider the risk factors beginning on page 10 of this prospectus and those risk factors incorporated herein byreference before purchasing any of the securities offered by this prospectus. You should read the entire prospectus and anyamendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contraryis a criminal offense. The date of this prospectus is January 7, 2026. TABLE OF CONTENTS PageAbout this Prospectus-ii-Cautionary Note Regarding Forward-Looking Statements-iii-Prospectus Summary1Risk Factors10Use of Proceeds12Description of Our Securities13Selling Stockholde