Vivos Therapeutics, Inc.

The Board has adopted, and is asking stockholders to approve, an amendment to Article IV of the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the issued and outstanding Common Stock at a ratio in the range of 1-for-20 to 1-for-40. The Board will set the exact ratio and the effective time. The Board may abandon the amendment before it becomes effective, without further stockholder action. The form of amendment is attached as Annex F.

Purpose

On June 5, 2026, the Company received a Nasdaq staff notice that it no longer met the $1.00 minimum bid-price requirement in Listing Rule 5550(a)(2). The initial compliance period runs to December 2, 2026. Nasdaq may grant a further 180-day period if the Company meets the other Capital Market criteria. The reverse split is intended to raise the per-share trading price so the Common Stock can regain and hold the $1.00 bid. There is no assurance that it will.

The split will not change the number of authorized shares of Common Stock, which remains 200,000,000 shares, and will therefore increase the number of authorized-but-unissued shares in relative terms.

On April 17, 2026, the Company received a deficiency letter from the Nasdaq staff stating that the Company did not comply with Nasdaq’s $2.5 million minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), based on the Company’s negative stockholders’ equity of approximately $1.55 million as of December 31, 2025, as reported in the Form 10-K. The Nasdaq staff granted the Company an extension through October 14, 2026 to evidence compliance. On October 16, 2026, the Company completed the exchange transaction with SOD Sciences, Inc. described under Proposal 7. On October 20, 2026, the Company received a letter from the Nasdaq staff stating that, based on the Company’s Current Report on Form 8-K filed October 19, 2026, the staff had determined that the Company complies with Listing Rule 5550(b)(1), and that if the Company fails to evidence compliance upon filing its next periodic report it may be subject to delisting.

Mechanics

If the Board selects a 1-for-20 ratio, every twenty shares of Common Stock outstanding immediately before the effective time will become one share. If the Board selects a 1-for-40 ratio, every forty shares will become one share. If the Board selects a ratio between 1-for-20 and 1-for-40, the number of pre-split shares corresponding to the selected ratio will become one share. The Board will fix a ratio within that range and the effective time. The transfer agent is VStock Transfer, LLC. No fractional shares will be issued. Fractional shares will be rounded up to the next whole share. Cash will not be paid in lieu of fractions. Outstanding options, RSUs, warrants and convertible preferred conversion ratios will be adjusted under their existing terms. Series A Convertible Preferred Stock converts one-for-one into Common Stock and will be adjusted so that conversion after the split delivers post-split Common Stock. Series B Non-Convertible Preferred Stock is not convertible and is not split. The Series C Convertible Preferred Stock conversion price and the related exchange cap share amounts will likewise adjust proportionally under the Series C Certificate of Designations, so that the percentage of outstanding Common Stock issuable upon conversion is unchanged by the reverse stock split.

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Potential Effects of the Reverse Stock Split

The following table shows the approximate effect of the reverse stock split on the Common Stock at the minimum, midpoint and maximum of the ratio range, based on 33,609,393 shares of Common Stock issued and outstanding as of the Record Date, and assuming no issuances after that date. Post-split figures do not reflect the additional shares issuable as a result of rounding fractional shares up to the next whole share, and reserved-share figures will be adjusted proportionally under the terms of the applicable plans and instruments. All post-split figures are approximate.

The number of authorized shares of Common Stock (200,000,000) and of preferred stock (50,000,000) will not change. As the table illustrates, the reverse stock split will materially increase the number of authorized but unissued shares of Common Stock relative to the number of shares outstanding, and the extent of that increase grows with the ratio selected. Those shares may be issued in the future without further stockholder approval, except as required by law or Nasdaq rules; see “Possible Anti-Takeover Effects” below.

Risks

The price may not rise in proportion to the ratio, and may fall after the split. The increase in authorized-but-unissued shares relative to outstanding shares can be dilutive if those shares are later issued. Some holders may hold fewer shares than some funds’ minimums. Rounding up is a small additional issuance. A reverse split does not by itself affect stockholders’ equity or the Company’s continued compliance with Nasdaq’s stockholders’ equity requirement.

U.S. Federal Income Tax Consequences

The following is a general summary of certain U.S. federal income tax consequences of the reverse stock split to holders of Common Stock that are U.S. holders (as determined under the Internal Revenue Code of 1986, as amended). This summary is not tax advice and does not address all tax consequences that may be relevant to a particular stockholder, including non-U.S. holders or holders that are subject to special rules. Stockholders should consult their own tax advisors.

The reverse stock split is intended to be treated as a tax-free recapitalization under Section 368(a)(1)(E) of the Code. A stockholder who receives only whole shares of Common Stock in the reverse stock split should not recognize gain or loss. The aggregate tax basis in the post-split shares should equal the aggregate tax basis in the pre-split shares, and the holding period of the post-split shares should include the holding period of the pre-split shares. Because fractional shares will be rounded up to the next whole share and no cash will be paid in lieu of fractions, a stockholder whose fractional interest is rounded up may be treated as receiving additional Common Stock with a fair market value equal to the value of the rounded-up fraction. The Company intends to treat any such rounding as giving rise to a de minimis amount of dividend income to that stockholder, or as additional recapitalization consideration, depending on the facts. The tax basis of any share attributable solely to rounding up should equal the fair market value of the rounded-up fraction on the effective date, and the holding period of that incremental portion should begin on the day after the effective date.

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No Going-Private Transaction

The reverse stock split is not part of a plan to go private. The Company has no present plan or proposal to terminate the registration of the Common Stock under the Exchange Act, to delist the Common Stock from Nasdaq, or to engage in a transaction subject to Rule 13e-3 under the Exchange Act.

Possible Anti-Takeover Effects

The number of authorized shares of Common Stock will remain 200,000,000. The reverse stock split will therefore increase the number of authorized but unissued shares available for future issuance relative to the number of shares outstanding. That increase could have certain anti-takeover effects by permitting the issuance of additional shares without further stockholder approval, except as required by law or Nasdaq rules. The Board is not proposing the reverse stock split for that purpose, and the Company has no present plan to use the additional authorized but unissued shares to impede a takeover.

Approval requires that the votes cast for the proposal exceed the votes cast against the proposal, in accordance with Section 242(d)(2) of the Delaware General Corporation Law. That standard applies because the Common Stock is listed on a national securities exchange immediately before the amendment becomes effective, the Company expects to continue to meet Nasdaq’s listing requirement relating to the minimum number of holders immediately after the amendment becomes effective, and the Company’s certificate of incorporation does not require a greater vote. Series A Convertible Preferred Stock and Series B Non-Convertible Preferred Stock do not vote on this proposal. Abstentions and broker non-votes are not counted as votes cast and have no effect on the outcome of this proposal.

The Board of Directors believes that the proposed reverse stock split is in the best interests of the Company and its stockholders. The Board of Directors unanimously recommends a vote FOR the approval of an amendment to the Company’s Certificate of Incorporation, as amended, 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.

Unless marked otherwise, proxies received will be voted FOR Proposal No. 5.

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Proposal 6 — Nasdaq Rule 5635 Approval of Issuances of Common Stock upon Conversion or Exercise of Series A Convertible Preferred Stock and Warrants Held by New Seneca Partners Inc. and Its Affiliates

Stockholders are being asked to approve, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of up to 18,476,959 shares of Common Stock upon conversion of outstanding Series A Convertible Preferred Stock and upon exercise of common stock warrants, pre-funded warrants, Series A warrants and Series B warrants held by New Seneca Partners Inc. and its affiliates V-CO Investors LLC, V-Co Investors 2 LLC, V-Co Investors 3 LLC and V-Co Investors 4 LLC. Approval covers those issuances below the Nasdaq Minimum Price and issuances that may result in Seneca and its affiliates beneficially owning more than 19.99% of the Common Stock, without regard to the 19.99% Nasdaq issuance limitation that applies until this approval is obtained.

The Seneca Affiliates’ Ownership

The following table lists the securities beneficially owned by Seneca affiliates that are covered by this proposal:

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On June 30, 2026, the Company sold approximately 3,608,495 units at $0.582 per unit to V-Co Investors 4 LLC (“V-Co 4”), an affiliate of New Seneca Partners Inc. (“Seneca”), and Bigger Capital Fund, LP. Each unit consisted of one share of Series A Convertible Preferred Stock, convertible one-for-one into Common Stock, and a five-year warrant to purchase one share of Common Stock at $0.456. Each unit also included two transferable subscription rights, issuable only if and when a registration statement registering the rights is declared effective by the SEC and, if issued, on the same terms as the subscription rights to be distributed to holders of Common Stock generally in the related rights offering. No rights have been issued and no value was allocated to the rights. Rights shares are not included in the 18,476,959 figure. Aggregate purchase price was approximately $2.1 million, of which $1.0 million was paid in cash $1.0 million was paid by conversion of amounts funded under the May 7, 2026 V-Co 4 bridge note, and approximately $0.1 million represented the original issue discount on that note. R. Kirk Huntsman, the Company’s Chairman and Chief Executive Officer, participated indirectly through membership interests in V-Co 4. That participation represents approximately $50,000 of the purchase price paid by V-Co 4 and corresponds to 85,910 Series A shares and warrants to purchase 85,910 shares of Common Stock. V-Co 4 may be deemed an affiliate of the Company. Seneca, the V-Co vehicles, SP Manager LLC and Michael C. Skaff, as reported in their Schedule 13D filed with the SEC on July 15, 2026, directly hold 2,783,102 shares of Common Stock and, after including 4,918,655 shares of Common Stock issuable upon conversion or exercise within 60 days subject to the aggregate 19.99% blocker, beneficially own 7,701,757 shares of Common Stock (19.9% of the Common Stock outstanding as of the Record Date, computed in accordance with Rule 13d-3 under the Exchange Act), excluding 13,558,304 additional underlying shares that the blocker excludes from beneficial ownership. The June 30 financing is the latest issuance to Seneca affiliates covered by this proposal.

The Series A Certificate of Designation designated 7,500,000 shares. 3,608,495 shares are outstanding. 3,891,505 designated shares remain unissued. Those unissued shares are not part of Proposal 6. Series A generally has no voting rights except on changes to its terms, senior stock, or an increase in authorized preferred stock. Conversion of Series A into shares of Common Stock is one-for-one, subject to the blocker.

Why Stockholder Approval Is Required

Nasdaq Listing Rule 5635(d) requires stockholder approval before a listed company issues, in a private transaction at a price below the Nasdaq Minimum Price, Common Stock or securities convertible into Common Stock equal to 20% or more of the Common Stock or voting power outstanding before the issuance. Nasdaq Listing Rule 5635(b) requires stockholder approval before an issuance that may result in a change of control. The covered securities were issued in private placements. The 18,476,959 shares issuable on the securities listed in the table are approximately 55% of the 33,609,393 shares of Common Stock outstanding as of the Record Date.

Nasdaq Listing Rule 5635(b) requires stockholder approval prior to an issuance that may result in a change of control. New Seneca Partners Inc. and its affiliates, including the V-Co vehicles, may beneficially own more than 19.99% of the Common Stock if the listed warrants, pre-funded warrants and Series A Convertible Preferred Stock convert or are exercised without the Nasdaq issuance limitation. The characterization of any such issuance as a “change of control” is solely for purposes of Nasdaq Listing Rule 5635(b).

Beneficial Ownership Limitations

Section 6(d) of the Series A Certificate of Designation prohibits conversion to the extent the converting holder, together with its affiliates and other attribution parties, would beneficially own more than the applicable Beneficial Ownership Limitation. That limitation is 9.99%, unless the holder elected 4.99% or 19.99% prior to issuance. A holder may increase or decrease its limitation upon 61 days’ prior notice, but may not increase it above 19.99%.

Those limitations are contracts with the holders and approval of this proposal removes that Nasdaq issuance limitation. It does not amend Section 6(d) or the warrant limitations. If this proposal is approved, the Company may ask V-Co 4 to amend Section 6(d) and the V-Co 4 warrant so that V-Co 4 and its affiliates may increase their contractual limitation above 19.99%, or eliminate it, upon 61 days’ prior notice.

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What Proposal 6 Approves

If this proposal is approved, no further stockholder approval under Rule 5635(b) or Rule 5635(d) will be required for the issuance of up to 18,476,959 shares of Common Stock upon conversion or exercise of the securities listed in the table, including shares issuable under the adjustment provisions of those securities, or upon conversion or exercise of Series A Convertible Preferred Stock and warrants.

Under Nasdaq Listing Rule 5635(d)(1)(A), “Minimum Price” means the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; and (ii) the average Nasdaq Official Closing Price of the common stock for the five trading days immediately preceding the signing of the binding agreement.

What Proposal 6 Does Not Approve

This proposal does not approve the sale of the 3,891,505 designated but unissued Series A shares, an increase in the Series A designation, a new series of preferred stock, a sale to a new purchaser, or issuance of the subscription rights described above.

Dilution

The securities listed in the table represent 18,476,959 potential shares of Common Stock, approximately 55% of the 33,609,393 shares outstanding as of the Record Date, before giving effect to the blocker.

Consequences if Proposal 6 Is Not Approved

The financings will remain in effect. The Series A shares and the warrants and pre-funded warrants will remain outstanding. Conversion and exercise will remain subject to the Nasdaq 19.99% issuance limitation and to the contractual beneficial ownership limitations. The Company would need a later stockholder vote before it could issue Common Stock above those limits.

Mr. Huntsman, our Chairman and Chief Executive Officer, participated indirectly in the June 30, 2026 private placement through membership interests in V-Co 4, representing approximately $50,000 of the aggregate purchase price and corresponding to 85,910 shares of Series A Convertible Preferred Stock and warrants to purchase 85,910 shares of Common Stock included within the securities purchased of record by V-Co 4. The shares of Common Stock underlying those securities are among the shares covered by this Proposal 6. Accordingly, Mr. Huntsman has an interest in the approval of this proposal. See “Certain Relationships and Related Party Transactions.”

Approval requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the proposal. Series A Convertible Preferred Stock and Series B Non-Convertible Preferred Stock do not vote on this proposal. Nasdaq Listing Rule 5635(e)(4) requires a majority of the votes cast. Section 2.09(c) of our Bylaws, requiring the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter, is a higher standard and therefore controls. Abstentions have the same effect as votes against. Broker non-votes are not counted in the denominator. Mr. Huntsman has an interest in this proposal through his membership interests in V-Co 4, an affiliate of Seneca.

The Board of Directors believes that the issuance described above is in the best interests of the Company and its stockholders. Mr. Huntsman recused himself from the Board’s deliberations and recommendation on this matter because of his membership interests in V-Co 4. The Board of Directors recommends a vote FOR the approval, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), of the issuance of up to 18,476,959 shares of Common Stock upon conversion or exercise of the Series A Convertible Preferred Stock and the warrants and pre-funded warrants held by New Seneca Partners Inc. and its affiliates, as described in this Proposal 6.

**Unless marked otherwise, proxies received will be voted FOR Proposal No. 6.

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PROPOSAL 7 — NASDAQ RULE 5635(a) AND 5635(b) APPROVAL OF THE ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE SERIES C CONVERTIBLE PREFERRED STOCK

Our stockholders are being asked to approve, for purposes of Nasdaq Listing Rules 5635(a) and 5635(b), which require stockholder approval prior to the issuance of common stock, or securities convertible into common stock, in connection with the acquisition of the stock or assets of another company, if the common stock to be issued has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance, or if the issuance would result in a change of control, the issuance of up to 80,000,000 shares of Common Stock issuable upon full conversion of the Series C Preferred. This issuance, if fully exercised, would represent approximately 238% of the 33,609,393 shares of Common Stock outstanding as of the Record Date, which is substantially in excess of the 20% Nasdaq threshold.

The Series C Certificate of Designations currently contains a beneficial ownership limitation that prohibits conversion to the extent it would cause the holder (together with its affiliates) to beneficially own more than 4.99% of the outstanding Common Stock (or 9.99% if the holder elects to increase the limitation on 61 days’ prior notice). The stockholder approval sought under this proposal does not amend that beneficial ownership limitation. Accordingly, even if this proposal is approved, SOD Sciences, Inc. will not be able to beneficially own more than 9.99% of the outstanding Common Stock unless and until the Series C Certificate of Designations is amended to raise or eliminate the beneficial ownership limitation. Any such amendment would require the consent of the holder of the Series C Convertible Preferred Stock, which is currently SOD Sciences, Inc., and any other approvals required by the Certificate of Designations or applicable law.

Background

On October 14, 2026, the Company entered into a Mutual Stock Purchase and Asset Exchange Agreement (the “Exchange Agreement”) with SOD Sciences, Inc. (“SOD”), which was amended on October 15, 2026 to extend the outside date and establish an October 16, 2026 closing date, and the transaction closed on October 16, 2026. At the closing, the Company acquired (i) 3,057,879 shares of SOD common stock, representing at least eleven percent (11%) of SOD’s fully diluted capital stock immediately after the closing, and (ii) an undivided fifty percent (50%) co-ownership interest in SOD’s pseudohypoxia early-warning test and related intellectual property. As the sole consideration, the Company issued to SOD 12,000 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred”), with a stated value of $1,000 per share ($12,000,000 in the aggregate). No cash was paid by either party.

The Series C Preferred ranks pari passu with the Series A Convertible Preferred Stock and the Series B Non-Convertible Preferred Stock and senior to the Common Stock as to dividends and rights upon liquidation, bears no mandatory dividend, is not redeemable, and has no holder put or cash-settlement feature. The Series C Preferred votes together with the Common Stock on an as-converted basis, subject to the lesser of the beneficial ownership limitation and the Exchange Cap described below. The Series C Preferred was first issued after the Record Date and is not entitled to vote at the Annual Meeting. Each share of Series C Preferred is convertible at the holder’s option into Common Stock at a conversion price fixed at the signing of the Exchange Agreement at $0.15 per share, with no price reset and with proportional adjustment only for stock splits (including the reverse stock split described in Proposal 5), combinations and stock dividends. At the $0.15 conversion price, the Series C Preferred is convertible into a maximum of 80,000,000 shares of Common Stock. The Series C Certificate of Designations provides that the aggregate number of shares of Common Stock issuable upon conversion may not exceed 19.99% of the shares of Common Stock outstanding immediately prior to the signing of the Exchange Agreement — 6,718,517 shares, based on 33,609,393 shares outstanding as of the Record Date (the “Exchange Cap”) — unless and until the Company’s stockholders approve the issuance in excess of the Exchange Cap for purposes of Nasdaq Listing Rules 5635(a) and 5635(b). The Exchange Cap is not waivable by the Company or any holder. Conversion is also subject to a beneficial ownership limitation prohibiting conversion to the extent the holder, together with its affiliates, would beneficially own more than 4.99% of the outstanding Common Stock, which the holder may increase to not more than 9.99% upon 61 days’ prior written notice. In the Exchange Agreement, the Company agreed to include this proposal in this proxy statement, and the Board agreed to recommend that stockholders approve it; the closing of the transaction was not conditioned on stockholder approval.

What Proposal 7 Approves

If this proposal is approved, the Exchange Cap will no longer limit conversion, and no further stockholder approval under Nasdaq Listing Rules 5635(a) or 5635(b) will be required for the issuance of Common Stock upon conversion of the Series C Preferred, 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). The Series C Preferred will be convertible in full, up to 80,000,000 shares of Common Stock at the fixed $0.15 conversion price. Conversion will remain subject to the beneficial ownership limitation in the Series C Certificate of Designations. Full conversion would represent approximately 70.4% of the Common Stock outstanding on a post-issuance basis. The issuance of those shares would substantially dilute the ownership and voting power of existing holders of Common Stock and could adversely affect the market price of the Common Stock. If the reverse stock split described in Proposal 5 is implemented, the conversion price and share numbers will adjust proportionally and the percentage dilution will not change.

What Proposal 7 Does Not Approve

This proposal does not approve any new financing, any issuance of additional shares of Series C Preferred, any change to the conversion price, or any issuance below the price fixed at signing. The conversion price is fixed, with no price-based reset. This proposal does not amend the beneficial ownership limitation in the Series C Certificate of Designations, under which SOD Sciences, Inc. will not be able to beneficially own more than 9.99% of the outstanding Common Stock unless and until the Series C Certificate of Designations is amended to raise or eliminate the beneficial ownership limitation. This proposal does not affect the Series A Convertible Preferred Stock, the Series B Non-Convertible Preferred Stock, or the securities that are the subject of Proposal 6.

Consequences if Proposal 7 Is Not Approved

The transaction with SOD has closed and is not affected by the outcome of this vote. The Series C Preferred will remain outstanding. The Exchange Cap will remain in effect, and conversion will be limited to 19.99% of our outstanding shares of Common Stock (6,718,517 as of the Record Date and to be proportionally adjusted for the reverse stock split, if implemented). The balance of the Series C Preferred will remain outstanding as preferred stock ranking pari passu with the Series A Convertible Preferred Stock and the Series B Non-Convertible Preferred Stock and senior to the Common Stock. The Series C Preferred has no redemption, put, penalty, repricing or cash-settlement feature, so non-approval will not result in any cash payment obligation or any change to the conversion price.

Interests of Certain Persons

No director, executive officer, or substantial shareholder of the Company has any direct or indirect interest in SOD or in the consideration paid under the Exchange Agreement. SOD, as the holder of the Series C Preferred, has an interest in the approval of this proposal.

Approval requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the proposal. Abstentions will have the same effect as votes against the proposal, and broker non-votes, if any, will have no effect. The Series A Convertible Preferred Stock and the Series B Non-Convertible Preferred Stock do not vote on this proposal. Under the Series C Certificate of Designations, any shares of Common Stock issued upon conversion of the Series C Preferred under the Exchange Cap are not entitled to vote on this proposal; as of the Record Date, no shares of Common Stock had been issued upon conversion of the Series C Preferred.

The Board of Directors believes that the issuance described above is in the best interests of the Company and its stockholders. The Board of Directors recommends a vote FOR the approval, for purposes of Nasdaq Listing Rules 5635(a) and 5635(b), of the issuance of up to 80,000,000 shares of Common Stock upon conversion of the Series C Convertible Preferred Stock issued to SOD Sciences, Inc., as described in this Proposal 7. Unless marked otherwise, proxies received will be voted FOR Proposal 7.

Unless marked otherwise, proxies received will be voted FOR Proposal No. 7.

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