RDGL Vivos Inc (QB)

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): July 7, 2022

VIVOS INC.

(Exact Name of Registrant as Specified in Charter)

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

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:

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

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. ☐

Issuance of Common Stock Pursuant to Offering Statement

On July 7, 2022, Vivos, Inc. (the “Company”) completed the sale to investors of 15,000,000 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, originally filed with the Securities and Exchange Commission (“SEC”) on September 1, 2021, as amended (the “Offering Statement”), which was qualified by the SEC on September 15, 2021. The Offering resulted in gross proceeds to the Company of $1,200,000. Proceeds from the sale of Common Stock in connection with the Offering will be used for general working capital purposes.

Please see the Offering Statement for additional details regarding the Offering, including the terms of the Common Stock being offered.

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.

Upon issuance of the shares of Common Stock in connection with the Offering described above, the Company will have 352.78 million shares of Common Stock issued and outstanding,

Issuance of Warrants

On July 7, 2022, the Company issued to certain accredited investors, for aggregate consideration of $20,000, (i) warrants to purchase 5,000,000 shares of its Common Stock (“Series A Warrants”), which Series A Warrants expire, if not previously exercised, on December 31, 2022, and are exercisable for Common Stock at $.01 per share; and (ii) warrants to purchase 15,000,000 shares of Common Stock (“Series B Warrants”), which Series B Warrants, expire, if not previously exercised, on June 30, 2025, and are exercisable for Common Stock at $.08 per share. The Series A Warrants and Series B Warrants were issued pursuant to Regulation D under the Securities Act and the rules and regulations thereunder.

See Item 3.02 above.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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