Vivos Therapeutics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12

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7921 Southpark Plaza, Suite 210

Littleton, Colorado 80120

(866) 908-4867

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 2, 2026

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Vivos Therapeutics, Inc., a Delaware corporation (the “Company,” “Vivos,” “we,” “us,” or “our”), will be held on December 2, 2026, at 10:00 a.m. Mountain Time. The Annual Meeting will be a completely virtual meeting of stockholders, conducted via live webcast at www.vivos.com/investors/. You will be able to attend the Annual Meeting online via Zoom athttps://vivoslife.zoom.us/j/84829761190?pwd=NUfugfwSw9SXanHLzX2haltaQ2w7OD.1 (Webinar ID 848 2976 1190; Passcode: 306713), or join via audio at +1 719 359 4580 (US), and vote and submit questions during the meeting. There will be no physical meeting location.

Proposal 1 — Election of Directors. To elect the seven director nominees named in the accompanying proxy statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Proposal 2 — Advisory Vote on Executive Compensation. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. To recommend, on a non-binding advisory basis, whether future advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years.

**Proposal 4 — Auditor Ratification.**To ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 5 — Reverse Stock Split. To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio in the range of 1-for-20 to 1-for-40, with the exact ratio and the timing to be determined by the Board, and with the Board authorized to abandon the amendment.

**Proposal 6 — Approval under Nasdaq Listing Rules 5635(b) and 5635(d) of issuances of Common Stock upon conversion of the Series A Convertible Preferred Stock and exercise of the warrants and pre-funded warrants held by New Seneca Partners Inc. and its affiliates (the V-Co vehicles).**Stockholders are asked to approve the issuance of up to 18,476,959 shares of Common Stock upon conversion or exercise of those securities, as described under Proposal 6, including all shares issuable pursuant to any anti-dilution, price-protection, stock dividend, stock split, reverse stock split, recapitalization, reclassification or similar adjustment provision, notwithstanding that any such issuance may be at a price below the Nasdaq Minimum Price and notwithstanding that New Seneca Partners Inc. and its affiliates may beneficially own more than 19.99% of the Common Stock. The characterization of any such issuance as a “change of control” is solely for purposes of Nasdaq Listing Rule 5635(b).

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**Proposal 7 — Nasdaq Rule 5635(a) and 5635(b) Approval (Series C Convertible Preferred Stock).**To approve, for purposes of Nasdaq Listing Rules 5635(a) and 5635(b), the issuance of up to 80,000,000 shares of Common Stock (subject to proportional adjustment for the reverse stock split described in Proposal 5) upon conversion of the 12,000 shares of Series C Convertible Preferred Stock issued to SOD Sciences, Inc., in excess of the 19.99% exchange cap set forth in the Series C Certificate of Designations, including any shares that would cause SOD Sciences, Inc. and its affiliates to beneficially own more than 19.99% of the outstanding Common Stock. The characterization of any such issuance as a “change of control” is solely for purposes of Nasdaq Listing Rule 5635(b).

Proposal 8 — Amendment to the 2024 Omnibus Equity Incentive Plan. To approve an amendment increasing the number of shares of Common Stock authorized for issuance under the Company’s 2024 Omnibus Equity Incentive Plan by 4,900,000 shares, from 4,100,000 to 9,000,000.

Proposal 9 — Conversion to a Nevada Corporation. To approve the conversion of the Company from a Delaware corporation to a Nevada corporation, on the terms described in this proxy statement and the documents attached as Annexes B through E hereto. The Nevada articles and bylaws are the Company’s current Delaware certificate and bylaws with the substitutions Nevada law requires, subject to the differences described in Annex E. The Company has received the requisite written consent under the Series A Convertible Preferred Stock Certificate of Designation (“Series A Certificate”) and the Series B Non-Convertible Preferred Stock Certificate of Designation (“Series B Certificate”) for the conversion.

**Proposal 10 — Adjournment.**To approve one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposals 5, 6, 7, 8 or 9.

Appraisal Rights Notice: Holders of Common Stock are not expected to be entitled to appraisal rights under Section 262 of the Delaware General Corporation Law (“Section 262”) in connection with Proposal 9, because the Common Stock is listed on Nasdaq and holders of Common Stock will receive only stock of the converted entity (Section 262(b)(1)). The Series A Convertible Preferred Stock, Series B Non-Convertible Preferred Stock and Series C Convertible Preferred Stock are not listed on a national securities exchange and, the Company believes, are not held of record by more than 2,000 holders; accordingly, appraisal rights under Section 262 are available to holders of those series in connection with Proposal 9, unless validly waived, if they comply with Section 262. This notice of meeting and the accompanying proxy statement constitute the notice required by Section 262(d)(1), and a copy of Section 262 is attached as Annex G hereto. A holder of preferred stock who wishes to demand appraisal must deliver a separate written demand for appraisal to the Company before the vote on Proposal 9 is taken and must otherwise comply with Section 262, as described under “Proposal 9 — Appraisal Rights” in the proxy statement. A vote against Proposal 9, or an abstention, is not a demand for appraisal.

The Board of Directors has fixed the close of business on October 9, 2026 as the record date (the “Record Date”). Only holders of Common Stock of record at that time are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. Holders of Series A Convertible Preferred Stock (“Series A”), Series B Non-Convertible Preferred Stock (“Series B”) and Series C Convertible Preferred Stock (“Series C”) are not entitled to vote on the proposals at the Annual Meeting, but are receiving notice of the Annual Meeting as required by Section 266(b) of the Delaware General Corporation Law in connection with Proposal 9. 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.

The Board of Directors recommends that you vote FOR each nominee named in Proposal 1, FOR Proposal 2, for “3 YEARS” on Proposal 3, and FOR Proposals 4, 5, 6, 7, 8, 9 and 10.

By Order of the Board of Directors

R. Kirk Huntsman

Chairman and Chief Executive Officer

Littleton, Colorado

October 29, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on December 2, 2026. The Notice, this proxy statement, the form of proxy card and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 are being furnished to stockholders in paper form under the “full set delivery” option of Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended, and are also available at www.vivos.com/investors/sec-filings/.

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PROXY STATEMENT

2026 Annual Meeting of Stockholders

To Be Held on December 2, 2026

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Vivos Therapeutics, Inc. for use at the Annual Meeting. The Company expects first to mail these materials, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, to stockholders of record, and to make them available on the internet at www.vivos.com/investors/sec-filings/, on or about October 29, 2026.

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TABLE OF CONTENTS

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