Item 3.02 Unregistered Sales of Equity Securities

Issuance of Common Stock Pursuant to Offering Statement

On April 28, 2023, Vivos, Inc. (the "Company") completed the sale to investors of 8,000,000 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; further amended and qualified on October 17, 2022. The Offering resulted in gross proceeds to the Company of $640,000. 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 370,541,528 million shares of Common Stock issued and outstanding,





Issuance of Warrants

On April 28, 2023, the Company issued to certain accredited investors, in consideration of an aggregate of $10,665, (i) warrants to purchase 2,665,000 shares of its Common Stock ("Series A-1 Warrants"), which Series A-1 Warrants expire, if not previously exercised, on December 31, 2023, and are exercisable for Common Stock at $.01 per share; and (ii) warrants to purchase 8,000,000 shares of Common Stock ("Series B-1 Warrants"), which Series B1-1Warrants, expire, if not previously exercised, on June 30, 2026, and are exercisable for Common Stock at $.10 per share. The Series A-1 Warrants and Series B-1 Warrants were issued pursuant to Regulation D under the Securities Act and the rules and regulations thereunder.

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