Vivos Therapeutics, Inc.

This Annual Report on Form 10-K contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that known and unknown risks, uncertainties and other factors, including those over which we may have no control and others listed in the “Risk Factors” section of this Annual Report on Form 10-K, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue,” “goal” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

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These forward-looking statements involve numerous risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and other sections in this Annual Report on Form 10-K. You should thoroughly read this Annual Report on Form 10-K and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this Annual Report on Form 10-K relate only to events or information as of the date on which the statements are made in this Annual Report on Form 10-K. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Annual Report on Form 10-K and the documents that we refer to in this Annual Report on Form 10-K and have filed as exhibits to this Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from what we expect.

The following is a non-exhaustive guide to where the primary risks qualifying each category of forward-looking statement can be found in this Report: (i) statements regarding our new medical-provider focused model and SCN integration are qualified primarily by the risks described under “Risk Factors--Risks Related to Our Acquisition of the Sleep Center of Nevada (SCN)” and “Risk Factors--Risks Related to Our Business and Industry”; (ii) statements regarding FDA clearances, regulatory approvals, and clinical outcomes are qualified primarily by the risks described under “Risk Factors--Risks Related to Our Products and Regulation”; (iii) statements regarding capital raising, liquidity, our ability to continue as going concern and our ability to maintain compliance with Nasdaq’s listing and other public company requirements are qualified primarily by the risk factors addressing our history of operating losses, need for additional capital, and potential dilution under “Risk Factors--Risks Related to Our Business and Industry” and “Risk Factors--Risks Related to Our Securities Generally”; (iv) statements regarding insurance reimbursement and Medicare coverage are qualified by risks related to changes in reimbursement structures under “Risk Factors--Risks Related to Our Acquisition of the Sleep Center of Nevada (SCN)”; and (v) statements regarding intellectual property, competitive position, and market opportunity are qualified by risks described under “Risk Factors--Risks Related to Our Business and Industry.”

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