Vivos Seeks Shareholder Nod for Equity Plan Boost, Director Re-election

TL;DR

**VVOS is asking shareholders to greenlight a massive 156% increase in its equity incentive plan, signaling potential dilution but also a strong push to retain talent; vote FOR if you believe in their growth strategy.**

AI Summary

Vivos Therapeutics, Inc. (VVOS) is holding its 2025 Annual Meeting of Stockholders on November 4, 2025, as a virtual event. Key proposals include the re-election of six incumbent directors, the approval of an amendment to the 2024 Omnibus Equity Incentive Plan to increase authorized shares from 1,600,000 to 4,100,000, and the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors, led by Chairman and CEO R. Kirk Huntsman, unanimously recommends voting 'FOR' all proposals. As of the September 8, 2025 Record Date, there were 7,504,807 shares of Common Stock outstanding, each entitled to one vote. The company emphasizes the cost savings and accessibility benefits of the virtual meeting format for its approximately 9,813 beneficial holders.

Why It Matters

This DEF 14A filing is crucial for Vivos Therapeutics as it outlines the company's governance and compensation strategy, directly impacting investor confidence and future growth. The proposed increase of 2,500,000 shares in the 2024 Omnibus Equity Incentive Plan could dilute existing shareholder value but is essential for attracting and retaining key talent in a competitive biotech landscape. For employees, this plan offers potential incentives, while customers and the broader market will watch to see if these strategic moves translate into continued innovation in Vivos's therapeutic solutions. The re-election of all six directors, including CEO R. Kirk Huntsman, signals continuity in leadership and strategic direction.

Risk Assessment

Risk Level: medium — The proposed amendment to the 2024 Omnibus Equity Incentive Plan to increase authorized shares from 1,600,000 to 4,100,000 represents a significant potential dilution of 2,500,000 shares, or approximately 33.3% of the 7,504,807 shares outstanding as of the Record Date. While intended for talent retention, this substantial increase could negatively impact existing shareholder value if not managed effectively. The re-election of all incumbent directors and the ratification of the auditor are routine, but the equity plan expansion introduces a notable financial risk.

Analyst Insight

Investors should carefully consider the potential dilution from the proposed 2,500,000 share increase in the 2024 Omnibus Equity Incentive Plan. While the Board recommends 'FOR,' shareholders should weigh the benefits of talent retention against the impact on their ownership percentage. Vote 'FOR' if you believe the long-term growth potential outweighs the short-term dilution, or 'AGAINST' if you are concerned about the immediate impact on shareholder value.

Key Numbers

• 4,100,000 — Proposed shares for 2024 Omnibus Equity Incentive Plan (Increase from 1,600,000 shares, representing a 156% increase in authorized shares.)
• 7,504,807 — Shares of Common Stock outstanding (As of the September 8, 2025 Record Date, each share entitles the holder to one vote.)
• 9,813 — Beneficial holders of Common Stock (Approximate number of beneficial holders as of the Record Date.)
• November 4, 2025 — Date of Annual Meeting (The virtual meeting will be held at 10:00 a.m. Mountain Time.)
• September 8, 2025 — Record Date (Stockholders of record on this date are entitled to vote at the Annual Meeting.)
• 6 — Number of directors to be elected (All six incumbent directors are nominated for re-election.)
• 2,500,000 — Increase in authorized shares (The difference between the proposed 4,100,000 shares and the current 1,600,000 shares in the 2024 Plan.)

Key Players & Entities

• Vivos Therapeutics, Inc. (company) — Registrant and issuer of Common Stock
• R. Kirk Huntsman (person) — Co-founder, Chairman of the Board, and Chief Executive Officer of Vivos Therapeutics, Inc.
• Bradford Amman (person) — Chief Financial Officer and Secretary of Vivos Therapeutics, Inc.
• Baker Tilly US, LLP (company) — Independent registered public accounting firm for Vivos Therapeutics, Inc.
• Moss Adams LLP (company) — Predecessor independent registered public accounting firm for Vivos Therapeutics, Inc.
• Lioness Consulting LLC (company) — Firm retained to assist with proxy solicitation for Vivos Therapeutics, Inc.
• SEC (regulator) — U.S. Securities and Exchange Commission
• $0.0001 (dollar_amount) — Par value per share of Common Stock
• 7,504,807 (dollar_amount) — Shares of Common Stock outstanding as of September 8, 2025 Record Date
• 4,100,000 (dollar_amount) — Proposed total shares authorized under the 2024 Omnibus Equity Incentive Plan

FAQ

Industry Context

Vivos Therapeutics operates in the healthcare sector, specifically focusing on treatments for sleep-disordered breathing. The company's approach involves a proprietary treatment protocol. The industry is characterized by a growing awareness of sleep apnea and related conditions, driving demand for innovative solutions. Competition includes traditional medical device manufacturers and other therapeutic providers.

Regulatory Implications

As a healthcare company, Vivos Therapeutics is subject to stringent regulatory oversight from bodies like the FDA. Compliance with healthcare regulations, data privacy laws (e.g., HIPAA), and advertising standards is critical. Any failure to comply can result in significant penalties, product recalls, or operational disruptions.

What Investors Should Do

1. Vote on Proposals
2. Review Proxy Materials
3. Attend the Virtual Meeting

Key Dates

• 2025-11-04: 2025 Annual Meeting of Stockholders — Key decisions regarding director elections, equity incentive plan, and auditor ratification will be made.
• 2025-09-08: Record Date — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-11-03: Internet voting deadline — Last opportunity for stockholders to submit their votes online before the meeting.
• 2025-09-30: Distribution of proxy materials — Stockholders receive the proxy statement and annual report, informing them of meeting details and proposals.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Vivos Therapeutics, Inc.'s 2025 Annual Meeting.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the company and the matters to be voted on. (This is the core document detailing the proposals and recommendations for the Vivos Therapeutics 2025 Annual Meeting.)

Omnibus Equity Incentive Plan

A plan that allows a company to grant various types of equity-based compensation, such as stock options or restricted stock, to employees and directors. (Vivos Therapeutics is seeking approval to increase the number of shares authorized under its 2024 plan.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Determines who is eligible to vote at the November 4, 2025 Annual Meeting.)

Virtual Meeting

A shareholder meeting conducted entirely online, allowing remote participation. (Vivos Therapeutics is holding its 2025 Annual Meeting virtually for cost savings and accessibility.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Baker Tilly US, LLP is proposed to be ratified as Vivos Therapeutics' auditor for fiscal year 2025.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and the provided text does not contain comparative financial data or risk factors from a previous filing (e.g., 2024 DEF 14A). Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks cannot be made based solely on this document.

Key Financial Figures

• $0.0001 — owned shares of common stock, par value $0.0001 per share, of the Company (the " Common

Filing Documents

• formdef14a.htm (DEF 14A) — 486KB
• formdef14a_001.jpg (GRAPHIC) — 3KB
• proxy_001.jpg (GRAPHIC) — 1003KB
• proxy_002.jpg (GRAPHIC) — 2152KB
• 0001493152-25-015837.txt ( ) — 8628KB
• vvos-20241231.xsd (EX-101.SCH) — 3KB
• vvos-20241231_def.xml (EX-101.DEF) — 5KB
• vvos-20241231_lab.xml (EX-101.LAB) — 52KB
• vvos-20241231_pre.xml (EX-101.PRE) — 40KB
• formdef14a_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy 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 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. 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 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 visiting www.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. VIVOS THERAPEUTICS, INC. 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

View Full Filing

View this DEF 14A filing on SEC EDGAR