Vivos Therapeutics Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number:001-39796 Vivos Therapeutics, Inc.(Exact Name of Registrant as Specified in its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, or“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ As of June 30, 2025, the last business day of the second fiscal quarter, the aggregate market value of the registrant’s voting stock held by non-affiliates, was approximately $22.9 million based on the last reported sales price of $3.16 as quoted on the Nasdaq Capital Market on such date. The registrant has 13,486,006 shares of its common stock, $0.0001 par value per share, outstanding as of April 15, 2026. TABLE OF CONTENTS Page Cautionary Note Regarding Forward-Looking Statements-ii-Summary of Material Risks Associated with our Business-iv- Part IItem 1.Business-1-Item 1A.Risk Factors-37-Item 1B.Unresolved Staff Comments-60-Item 1C.Cybersecurity-60-Item 2.Properties-61-Item 3.Legal Proceedings-62-Item 4.Mine Safety Disclosures-62- Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-63-Item 6.Reserved-64-Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations-64-Item 7A.Quantitative and Qualitative Disclosures About Market Risk-75-Item 8.Financial Statements and Supplementary Data-76-Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure-113-Item 9A.Controls and Procedures-113-Item 9B.Other Information-114-Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections-114- Part IIIDirectors, Executive Officers and Corporate Governance Item 10.-114-Item 11.Executive Compensation-122-Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters-133-Item 13.Certain Relationships and Related Transactions, and Director Independence-135-Item 14.Principal Accountant Fees and Services-138- Part IVItem 15.Exhibits and Financial Statement Schedules-138-Item 16.Form 10-K Summary-142- CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as