Vivos Therapeutics Inc美股招股说明书(2026-05-08版)

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 May 7, 2026, the last reportedsale price of our Common Stock on The Nasdaq Capital Market was $0.66 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 May 8, 2026. TABLE OF CONTENTS PageAbout this Prospectus-ii-Cautionary Note Regarding Forward-Looking Statements-iii-Prospectus Summary1Risk Factors10Use of Proceeds12Description of Our Securities13Selling Stockholder19Plan of Distribution20Legal Matters22Experts22Where You Can Find More Information22Incorporation of Certain Information By Reference22 ABOUT THIS PROSPECTUS The information contained in this prospectus is not complete and may be changed. You should rely only on the informationprovided in or incorporated by reference in this prospectus, in any prospectus supplement or in a related free writing prospectus, ordocuments to which we otherwise refer you. We have not authorized anyone else to provide you with different information. We have not authorized any dealer, agent or other person to give any information or to make any representations other thanthose contained or incorporated by reference in this prospectus and any accompanying prospectus supplement or any related freewriting prospectus. You must not rely upon any information or representation not contained or incorporated by reference in thisprospectus or an accompanying prospectus supplement or any related free writing prospectus. This prospectus and any accompanyingprospectus supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer tobuy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying prospectussupplement and any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities inany jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume thatthe information contained in this prospectus and any accompanying prospectus supplement and any related free writing prospectus, ifany, is accurate on any date subsequent to the date set forth on the front of such document or that any information we haveincorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though thisprospectus and any accompanying prospectus supplement and any related free writing prospectus is delivered or securities are sold ona later date. We have not done anything that would permit this offering or possession or distribution of this prospectus or any free writingprospectus in any jurisdiction