Vivos Therapeutics, Inc.
For the period ended Sep 26, 2025. Filed Sep 29, 2025.
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Sep 26, 2025 · Filed Sep 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
VIVOS THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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September 26, 2025
Dear Fellow Stockholders:
You are cordially invited to attend Vivos Therapeutic, Inc.’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on November 4, 2025 at 10:00 a.m. Mountain Time. The formal meeting notice and proxy statement for the Annual Meeting are attached.
The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online, and vote and submit your questions during the Annual Meeting by visitingwww.vivos.com/investor-relations/.
We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the company. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the Annual Meeting online,please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are in the accompanying proxy statement you received for the Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Mountain Time on November 3, 2025. If you attend the Annual Meeting online and wish to vote at the Annual Meeting, you will be able to do so even if you have previously returned your proxy card.
On behalf of our Board of Directors and management, it is my pleasure to express our appreciation for your continued support of Vivos.
Sincerely,
/s/ R. Kirk Huntsman
R. Kirk Huntsman
Chairman of the Board and Chief Executive Officer
Littleton, Colorado
September 26, 2025
YOUR VOTE IS IMPORTANT
VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION. PLEASE PROMPTLY VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS FOR VOTING DESCRIBED IN THE PROXY STATEMENT BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY CARD MAIL, EMAIL OR FAX AS DESCRIBED ON YOUR PROXY CARD. YOU MAY ALSO VOTE VIA THE INTERNET AS DESCRIBED HEREIN.
YOUR PROXY, GIVEN BY VOTING PRIOR TO THE ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR SECRETARY PRIOR TO THE ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING ONLINE AND VOTING ONLINE.
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY.
7921 Southpark Plaza, Suite 210
Littleton, Colorado 80120
(720) 399-9322
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 4, 2025
10:00 A.M. MOUNTAIN TIME
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Vivos Therapeutics, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on November 4, 2025, at 10:00 a.m. Mountain Time, as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Annual Meeting via a live webcast available atwww.vivos.com/investor-relations/. The Annual Meeting will be held for the following purposes, as more fully described in the proxy statement accompanying this notice:
| 1. | ELECTION OF DIRECTORS. To elect the six (6) directors named in the attached proxy statement (all of whom are currently serving as directors) to serve until their successor is duly elected and qualified, unless they resign, is removed or otherwise is disqualified from serving as a director of the Company; |
| 2. | APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2024 OMNIBUS EQUITY INCENTIVE PLAN. To approve an amendment to the Company’s 2024 Omnibus Equity Incentive Plan (the “2024 Plan”) to increase the number of shares authorized to be awarded under the 2024 Plan from 1,600,000 shares to 4,100,000 shares; |
| 3. | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To ratify the appointment by the Audit Committee of our Board of Directors of Baker Tilly US, LLP (“Baker Tilly”), the successor to Moss Adams LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 4. | ANY OTHER BUSINESS. To consider and vote upon any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Our Board of Directors recommends that stockholders voteFOR each of the directors in Proposal 1, andFOR each of proposals 2 and 3. Only stockholders of record at the close of business on September 8, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A complete list of stockholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at our principal executive office for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting. Our stock transfer books will remain open between the Record Date and the date of the Annual Meeting.
To assure your representation at the Annual Meeting, please vote your proxy via the Internet, by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting online and vote, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED,FOR EACH OF THE DIRECTOR NOMINEES,FOR THE AMENDMENT TO THE 2024 PLAN, ANDFOR THE RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF BAKER TILLY US, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
Please note: If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion, absent instructions from you. However, due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters, it is important that you cast your vote. Accordingly, we ask that you please complete your proxy statement or cast your vote at the Annual Meeting to ensure your vote will count.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on November 4, 2025: This notice of Annual Meeting, the accompanying proxy statement, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as well as our other filings with the U.S. Securities and Exchange Commission, are available atwww.vivos.com/investor-relations/. We will also be mailing these materials to our stockholders of record as of the Record Date on or about September 30, 2025.
Instructions for voting on the matters presented at the Annual Meeting are contained in the accompanying proxy statement (see “Voting and Related Matters”).
By order of the Board of Directors,
/s/ Bradford Amman
Bradford Amman
Secretary and Chief Financial Officer
Littleton, Colorado
September 26, 2025
7921 Southpark Plaza, Suite 210
Littleton, Colorado 80120
(720) 399-9322
PROXY STATEMENT
The enclosed proxy is solicited on behalf of Vivos Therapeutics, Inc., a Delaware corporation (the “Company,” “our,” “us” or “we”), by its Board of Directors (the “Board” or “Board of Directors”) for use at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at 10:00 a.m. Mountain Time on November 4, 2025, or at any adjournments or postponements thereof, for the purposes set forth in this proxy statement and in the accompanying notice. You will be able to attend the Annual Meeting online, vote and submit your questions during the Annual Meeting by visitingwww.vivos.com/investor-relations/.
This notice of annual meeting and proxy statement and our annual report for the fiscal year ended December 31, 2024 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the Board. The proxy materials are first being distributed or made available to our stockholders, by mail and via the internet, on or about September 30, 2025.
These proxy solicitation materials are being provided to all stockholders entitled to vote at the Annual Meeting. Stockholders who owned shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at the close of business on September 8, 2026 (the “Record Date”) are entitled to receive notice of, attend and vote at the Annual Meeting. On the Record Date, there were 7,504,807 shares of Common Stock outstanding and approximately 9,813 beneficial holders of our Common Stock. Each share of Common Stock entitles the holder to one vote.
TABLE OF CONTENTS
| Page | |
|---|---|
| VOTING AND RELATED MATTERS | 1 |
| EXECUTIVE OFFICERS AND DIRECTORS | 4 |
| BOARD OF DIRECTORS | 8 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 12 |
| OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 25 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 28 |
| DELINQUENT SECTION 16(A) REPORTS | 29 |
| PROPOSALS | |
| Proposal No. 1 – Election of Directors | 30 |
| Proposal No. 2 – Approval of the Amendment to 2024 Omnibus Equity Incentive Plan | 31 |
| Proposal No. 3 – Ratification of the Appointment by the Audit Committee of the Board of Baker Tilly US, LLP (as successor Moss Adams LLP) as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 | 32 |
| OTHER BUSINESS | 34 |
| HOUSEHOLDING | 34 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.