UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~February 286, ~~2024~~2025

VIVOS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-53497

80-0138937

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1030 N Center Parkway

Kennewick, WA

99352

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (509) 736-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 3.0102 ~~Other~~Unregistered ~~Events.~~Sales of Equity Securities

OnIssuance June 28, 2024, Vivos Inc. (the “Company”) issued a press release to announce that the Company has filed an application for an Investigational Device Exemption for authority to initiate human clinical trials of ~~Radiogel™~~Common ~~Precision~~Stock ~~Radionuclide~~Pursuant ~~Therapy. A copy of the press release is attached~~ to ~~this~~Offering ~~Current Report on Form 8-K as Exhibit 99.1.~~Statement

~~Item~~On 9February 6, 2025, Vivos, Inc.01 ~~Financial~~(the ~~Statements~~“Company”) completed the sale to an accredited investor of 12,500,000 shares of its common stock, par value $0.001 per share (“Common Stock”), pursuant to its Regulation A+ offering being conducted on a “best efforts” basis under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”). The Offering is being conducted pursuant to the Company’s offering statement on Form 1-A, dated June 28, 2024 and ~~Exhibits~~its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on July 16, 2024 and the Post-Qualification Offering Supplement No. 1 filed on November 18, 2024 (collectively, the “Offering Circular”) The Offering resulted in gross proceeds to the Company of $1,500,000. Proceeds from the sale of Common Stock in connection with the Offering will be used for general working capital purposes.

~~(d)~~Please ~~Exhibits~~see the Offering Statement for additional details regarding the Offering, including the terms of the Common Stock being offered.

Exhibit No.		Description
99.1		Press Release issued by Vivos Inc. dated June 28, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

As noted above, the issuance of the Common Stock was made in reliance upon an exemption from registration provided under Regulation A+ pursuant to Section 3(6) of the Securities Act.

Following the issuance of the shares of Common Stock in connection with the Offering described above, the Company will have 453,373,806 million shares of Common Stock issued and outstanding.

Issuance of Warrants

On February 6, 2025, the Company issued to an accredited investor, in consideration of an aggregate of $6,250, warrants to purchase 6,250,000 shares of its Common Stock (the “Warrants”), which Warrants expire, if not previously exercised, on June 30, 2028, and are exercisable for Common Stock at $.15 per share. The Warrants were issued pursuant to Regulation D under the Securities Act and the rules and regulations thereunder.

Item 8.01 Other Events

See Item 3.02 above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VIVOS INC.
Date: July 1, 2024	By:	/s/ Michael K. Korenko
Date: February 10, 2025	By:	/s/ Michael K. Korenko
	Name:	Michael K. Korenko
	Title:	Chief Executive Officer

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