false FY 0001716166 No No Yes Yes

 2024-03-26

 us-gaap: ProductMember

 us-gaap: ProductMember

 us-gaap: ServiceMember

 us-gaap: ServiceMember

 2020-08-12

 2023-10-25
 2023-10-25

 VVOS:VIPEnrollmentAgreementMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: PatentsMember

 VVOS:PayrollProtectionProgramMember

 2022-01-21

 VVOS:ApplianceSalesToVIPMember

 VVOS:ApplianceSalesToVIPMember

 VVOS:CenterRevenueMember

 VVOS:CenterRevenueMember

 VVOS:VIPMember

 VVOS:VIPMember

 VVOS:BillingIntelligenceServicesMember

 VVOS:BillingIntelligenceServicesMember

 VVOS:SleepTestingServicesMember

 VVOS:SleepTestingServicesMember

 VVOS:MyofunctionalTherapyServicesMember

 VVOS:MyofunctionalTherapyServicesMember

 VVOS:SponsorshipSeminarOtherMember

 VVOS:SponsorshipSeminarOtherMember

 srt: CumulativeEffectPeriodOfAdoptionAdjustmentMember
 VVOS:VIPMember

 VVOS:BISMember
 srt: CumulativeEffectPeriodOfAdoptionAdjustmentMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: ConstructionInProgressMember

 us-gaap: ConstructionInProgressMember

 VVOS:MoldsMember

 VVOS:MoldsMember

 VVOS:BioModelingMember

 VVOS:BioModelingMember

 VVOS:EmpoweredDentalMember

 VVOS:EmpoweredDentalMember

 VVOS:LyonDentalMember

 VVOS:LyonDentalMember

 VVOS:PatentsAndDevelopedTechnologyMember

 VVOS:PatentsAndDevelopedTechnologyMember

 us-gaap: TradeNamesMember

 us-gaap: TradeNamesMember

 VVOS:OtherIntangibleMember

 VVOS:OtherIntangibleMember

 VVOS:BoardOfDirectorsMember

 VVOS:BoardOfDirectorsMember

 VVOS:JanuaryTwoThousandTwentyThreePrivatePlacementMember

 VVOS:JanuaryTwoThousandTwentyThreePrivatePlacementMember
 VVOS:PrefundWarrantMember

 VVOS:JanuaryTwoThousandTwentyThreePrivatePlacementMember

 VVOS:JanuaryTwoThousandTwentyThreePrivatePlacementMember

 2023-02-28
 2023-02-28

 2023-02-28

 2023-10-25

 2023-10-25

 VVOS:PrefundedWarrantsMember

 VVOS:SeriesAWarrantMember

 VVOS:SeriesAWarrantMember

 VVOS:InducementAgreementMember

 VVOS:InducementAgreementMember

 VVOS:InducementAgreementMember
 VVOS:SeriesBOneCommonStockMember

 VVOS:InducementAgreementMember
 VVOS:SeriesBTwoCommonStockMember

 VVOS:ShareholderMember
 VVOS:TwoThousandSeventeenPlanMember

 2017-12-31

 VVOS:ShareholderMember

 2019-04-30

 VVOS:ShareholderMember

 2019-04-01
 2019-04-30

 2023-09-22

 2023-09-22

 2023-09-22

 VVOS:BoardOfDirectorsEmployeesAndConsultantsMember

 VVOS:BoardOfDirectorsEmployeesAndConsultantsMember

 VVOS:BoardOfDirectorsEmployeesAndConsultantsMember

 VVOS:BoardOfDirectorsEmployeesAndConsultantsMember

 2021-01-01

 2021-01-01

 VVOS:ConsultantsForServicesMember

 VVOS:ConsultantsForServicesMember

 2023-02-28

 2022-02-28

 2023-08-31

 VVOS:PrefundedWarrantsMember

 2023-01-31

 2023-01-31

 2023-01-31

 VVOS:PrefundedWarrantsMember

 2023-11-01

 VVOS:DirectorsOfficersEmployeeAndConsultatantsMember

 VVOS:DirectorsOfficersEmployeeAndConsultatantsMember

 VVOS:ExpireInTwoThousandThirtySixMember

 VVOS:JohnstownCoMember

 2017-01-31

 VVOS:JohnstownCoMember

 VVOS:HighlandRanchCoMember

 2018-05-31

 VVOS:HighlandRanchCoMember

 VVOS:OremUtahMember

 2020-10-31

 VVOS:OremUtahMember

 VVOS:HighlandsRanchCoMember

 2019-04-30

 VVOS:HighlandsRanchCoMember

 VVOS:DenverCoMember

 2019-04-30

 VVOS:DenverCoMember

 VVOS:LittletonCoMember

 2022-04-30

 VVOS:LittletonCoMember

 2022-05-16

 VVOS:PrefundWarrantMember

 2023-01-31

 us-gaap: SupplierConcentrationRiskMember
 us-gaap: SalesRevenueNetMember
 VVOS:FiveSuppliersMember

 2023-10-01

 VVOS:SeriesAWarrantMember

 VVOS:InducementMember

 VVOS:InducementMember

 VVOS:Integer

 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 Annual
 report pursuant to section 13 or 15( d)
 of the Securities Exchange Act of 1934

 For the Fiscal Year Ended December 31, 2023

 Transition
 report pursuant to section 13 or 15( d)
 of the Securities Exchange Act of 1934

 For
 the Transition Period from to

 Commission
File Number: 001-39796

 Vivos
Therapeutics, Inc.

 (Exact
Name of Registrant as Specified in its Charter)

 Delaware

 81-3224056

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 7921
 Southpark Plaza, Suite 210,

 Littleton,
 CO

 80120

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
 telephone number, including area code:

 (844) 672-4357

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 symbol(s)

 Name
 of exchange on which registered

 Common
 stock, par value $0.0001 per share

 VVOS

 Nasdaq
 Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES NO

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). YES NO

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer",
"smaller reporting company", or "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

 As
of June 30, 2023, the last business day of the second fiscal quarter, the aggregate market value of the registrant's voting stock
held by non-affiliates, was approximately $ 15.3 million based on the last reported sales price of $12.75 as quoted on the Nasdaq Capital
Market on such date.

 The
registrant had 2,731,270 shares of its common stock, $0.0001 par value per share, outstanding as of March 26, 2024.

 TABLE
OF CONTENTS

 Page

 Cautionary
 Note Regarding Forward-Looking Statements

 -ii-

 Summary
 of Material Risks Associated with our Business

 -iii-

 Part
 I

 Item
 1.

 Business

 - 1-

 Item
 1A.

 Risk
 Factors

 - 25-

 Item
 1B.

 Unresolved
 Staff Comments

 -57-

 Item 1C.

 Cybersecurity

 -57-

 Item
 2.

 Properties

 -57 -

 Item
 3.

 Legal
 Proceedings

 - 57-

 Item
 4.

 Mine
 Safety Disclosures

 -59 -

 Part
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 - 59-

 Item
 6.

 Reserved

 -62 -

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 -62-

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 -80-

 Item
 8.

 Financial
 Statements and Supplementary Data

 -81-

 Item
 9.

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 -113 -

 Item
 9A.

 Controls
 and Procedures

 -113 -

 Item
 9B.

 Other
 Information

 -114 -

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 -114 -

 Part
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 -115 -

 Item
 11.

 -122 -

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 -130 -

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 -132 -

 Item
 14.

 Principal
 Accountant Fees and Services

 -134 -

 Part
 IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 -135 -

 Item
 16.

 Form
 10-K Summary

 -137 -

 Signatures

 -138 -

 - i -

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 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" 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:

 our
 ability to continue to refine and execute our business plan, including the recruitment of dentists to enroll in our Vivos Integrated
 Practice (VIP) program and utilize The Vivos Method;

 the
 understanding and adoption by dentists and other healthcare professionals of The Vivos Method, including our proprietary oral appliances, as a treatment for dentofacial abnormalities
 and/or mild to severe OSA and snoring in adults;

 our
 expectations concerning the effectiveness of treatment using The Vivos Method and patient relapse after completion of treatment;

 the
 potential financial benefits to VIP dentists from treating patients with The Vivos Method;

 our
 potential profit margin from the enrollment of VIPs, VIP service fees, sales of The Vivos Method treatments and appliances and leases
 of SleepImage home sleep testing rings;

 our
 ability to properly train VIPs in the use of The Vivos Method inclusive of the services we offer independent dentist for use in treating
 their patients in their dental practices;

 our
 ability to formulate, implement and modify as necessary effective sales, marketing and strategic initiatives to drive revenue growth
 (including, for example, our Medical Integration Division, SleepImage home sleep apnea test and our arrangements
 with durable medical equipment companies ("DMEs"));

 the
 viability of our current intellectual property and intellectual property created in the future;

 acceptance
 by the marketplace of the products and services that we market;

 government
 regulations and our ability to obtain applicable regulatory approvals and comply with government regulations including under healthcare
 laws and the rules and regulations of the U.S. Food and Drug Administration ("FDA") and non-U.S. equivalent regulatory
 bodies;

 our
 ability to retain key employees;

 adverse
 changes in general market conditions for medical devices and the products and services we offer;

 our
 ability to generate cash flow and profitability and continue as a going concern;

 our
 future financing plans; and

 our
 ability to adapt to changes in market conditions (including as a result of the COVID-19 pandemic, rising inflation and volatile capital
 markets) which could impair our operations and financial performance.

 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.

 - ii -

 SUMMARY
OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

 The
following is a summary of certain risks, uncertainties and other factors related to our company. These do not represent all of the risks
we face. You should carefully consider all of the risk factors presented in "Item 1A. Risk Factors" (some of which are not
summarized below) and all other information contained in this Report, including the financial statements which are a part of this Report,
in order to a more complete picture of the risk factors we face.

 Risks
Related to Our Business and Industry

 Our
 business has a limited operating history, and we continue to refine our business model, which makes it difficult to evaluate our
 past performance and future prospects. Moreover, we have recently made significant strategic, operational and staffing changes to
 our business, and it is impossible to know how or if such changes will affect future revenue and earnings.

 We
 have a history of operating losses and may never achieve cash flow positive or profitable results of operations.

 Our
 VIP program is a relatively new business model for us, and management has limited experience operating this model.

 We
 will need to raise additional capital to bolster our stockholders' equity and to fund and grow our business. Such funding,
 even if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional
 capital on commercially reasonable terms in a timely manner, which could adversely affect our liquidity, financial position, and
 ability to continue operations.

 We
 have identified material weaknesses in our internal control over financial reporting.

 A
 material portion of our future revenue is expected to derive from sales and enrollments of new dentists into our VIP, including dentists
 who are part of a dental service organization ("DSO"), which leaves us reliant on the willingness of dentists and/or DSO groups to continue to enroll.

 We
 face risks from negative publicity from unregistered oral appliances which has and may continue to hurt our sales.

 The
 failure to expand our market penetration with DME distribution agreements would adversely affect our revenue and results of operations.

 We
 will not be successful if The Vivos Method is not sufficiently adopted by the medical and dental communities, including independent
 practitioners and dental service organizations.

 We
 may not be able to successfully implement our growth strategies for our VIPs, which could harm our business, financial condition
 and results of operations.

 The
 long-term success of our VIP program is highly dependent on our ability to successfully identify, recruit and enroll target dental
 practices as well as to convince other medical professionals to participate in the treatment of OSA with our products and services.

 The
 SleepImage home sleep test used in our VivoScore Program is a relatively new technology which may not be utilized
 by VIPs to the degree anticipated.

 Further
 clinical studies of our products comprising The Vivos Method may adversely impact our ability to generate revenue if they do not
 demonstrate that The Vivos Method is effective.

 Our
 business and results of operations may be impacted by the extent to which patients using The Vivos Method achieve adequate levels
 of third-party insurance reimbursement.

 - iii -

 Our
 products and third-party contract manufacturing activities are subject to extensive governmental regulation that could prevent us
 from selling Vivos appliances or introducing new and/or improved products in the United States or internationally.

 We
 face significant competition in the market for treating sleep breathing disorders, and we may be unable to manage or respond to competitive
 pressures.

 The
 misuse or off-label use of The Vivos Method could result in injuries that lead to product liability suits or result in costly investigations,
 fines, or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly
 to our business.

 Risks
Related to Our Products and Regulation

 Our
 failure to obtain government approvals, or to comply with ongoing, and ever increasing, governmental regulations relating to our
 technologies and products, could delay or limit introduction of our products and result in failure to achieve revenue or maintain
 our ongoing business.

 We
 cannot assure that we will be able to complete any required clinical trial programs successfully within any specific time, and if
 such clinical trials take longer to complete than we project, our ability to execute our current business strategy will be adversely
 affected.

 Modifications
 to The Vivos Method may require additional FDA approvals which, if not obtained, could force us to cease marketing and/or recall
 the modified device until we obtain new approvals.

 We
 are subject to inspection and market surveillance by the FDA to determine compliance with regulatory requirements.

 with The Vivos Method has only been available for a relatively limited time, and we do not know whether there will be significant
 post-treatment regression or relapse.

 Our
 Medical Integration Division business line may implicate federal and state laws involving the practice of medicine and related anti-kickback
 and similar laws.

 Risks
Related to Our Securities Generally

 The
 market for our common stock is relatively new and may not develop to provide investors with adequate liquidity.

 The
 market price of our common stock has been and may continue to be highly volatile, resulting in substantial losses for investors.

 We
 are presently subject to potential delisting from Nasdaq, and our failure to meet and maintain the continuing listing requirements
 of The Nasdaq Capital Market could result in the delisting of our securities.

 The
 terms of our November 2023 private placement and February 2024 warrant exercise transaction could hamper our fundraising
 efforts.

 - iv -

 PART
I

 Item
1. Business.

 Overview

 We
are a revenue stage medical technology company focused on the development and commercialization of a suite of innovative diagnostic and
multi-disciplinary treatment modalities for patients with dentofacial abnormalities and the wide array of medical conditions that may
result from them, including mild to severe obstructive sleep apnea (known as OSA) and snoring in adults. We believe our proprietary oral
appliances, diagnostic tools, myofunctional therapy, clinical treatments, continuing education, and practice solutions represent a powerful
and highly effective set of resources for healthcare providers of all disciplines who treat patients suffering from debilitating and
even life-threatening breathing and sleep disorders and their comorbidities.

 Up
to this point, our primary focus has been on expanding awareness of, and providing treatment options for OSA for and through the dental
industry, which we believe represents a large and relatively untapped market for OSA treatment. As our business has evolved, we have
expanded our marketing, provider outreach, and treatment programs to encompass a broader more multidisciplinary approach, with a greater
emphasis on working with medical doctors and other healthcare providers beyond dentists. Now that we have established a national network
of Vivos-trained dentists, it is time to focus our resources and efforts on the source of where the vast majority of OSA patients are
first diagnosed and treated—the medical profession and durable medical equipment (DME) companies. In this Annual Report on Form
10-K, we sometimes refer to dentists and other medical professionals who treat OSA as "providers" (including our own Vivos-trained
dentists).

 Studies
have shown our comprehensive and multidisciplinary approach represents a significant improvement in the treatment of mild to severe OSA
in comparison to or when combined with other largely palliative treatments such as continuous positive airway pressure (or CPAP) or oral
myofunctional therapy. We call our solution The Vivos Method.

 Our
Products and Services

 Currently,
The Vivos Method comprises the following products and services:

 Vivos
 Complete Airway Repositioning and/or Expansion (CARE) oral appliance therapy including our:

 Daytime
 Nighttime Appliance (or DNA appliance) was granted 510(k) clearance from the U.S. Food & Drug Administration
 (or FDA) as a Class II medical device in December 2022 for the treatment of snoring and mild to moderate OSA, jaw repositioning and
 snoring in adults. It is the only oral appliance ever to receive FDA clearance to treat OSA without mandibular advancement as its
 primary mechanism of action. In November 2023, our DNA appliance was cleared by the FDA to treat moderate and severe OSA in adults,
 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional therapy, as needed.

 Mandibular
 Repositioning Nighttime Appliance (or mRNA appliance) has 510(k) clearance from the FDA as a Class II medical
 device for the treatment of snoring and mild to moderate OSA in adults. In November 2023, our mRNA appliance was cleared by the FDA
 to treat moderate and severe OSA in adults, 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional
 therapy, as needed.

 Modified
 Mandibular Repositioning Nighttime Appliance (or mmRNA appliance), for which we were granted FDA Class II market clearance
 in August 2021 for treating mild to moderate OSA, jaw reposition and snoring in adults. In November 2023, our mmRNA appliance was
 cleared by the FDA to treat moderate and severe OSA in adults, 18 years of age and older along with positive airway pressure (PAP)
 and/or myofunctional therapy, as needed.

 The
November 2023 clearance of our CARE appliances for the indication described above represents the first time the FDA has ever granted
an oral appliance a clearance to treat severe OSA. We believe this unprecedented decision by the FDA will generate broader acceptance
throughout the medical community for our treatment options, leading to the potential for higher patient referrals and case starts as
well as collaboration with medical professionals. We also believe it will enhance our value proposition to third-party distribution partners
such as DME companies. This approval could also clear the way for greater reimbursement levels from medical insurance payors and Medicare.

 - 1 -

 Vivos
 oral appliances and therapies outside of CARE system include:

 Vivos
 Guides are pre-formed, flexible, BPA-free, base polymer, monoblock intraoral guide and rescue appliances. The Guides are
 FDA Class I registered product for orthodontic tooth positioning typically used by dentists in children to address malocclusions
 and promote proper guided growth and development of the mouth and jaws.

 Vivos
 Versa TM is an FDA 510(k) cleared Class II device for treating mild to moderate OSA in adults. It is a comfortable,
 easy-to-wear, medical grade nylon, 3D printed oral appliance featuring mandibular advancement as its mechanism of action. It is priced
 to be very cost effective and offers Vivos providers and patients a comfortable and effective product at a much lower price point
 for treatment. As with all other non-CARE oral appliances, the Vivos Versa must be worn nightly for life in order to remain clinically
 effective. We believe many Vivos Versa patients will eventually migrate up to our proprietary Vivos CARE products. While we do not
 own this product, we are a reseller of this product.

 Vivos
 MyoCorrect oral myofunctional therapy (OMT) services. Studies have shown OMT to be a clinically valuable adjunctive treatment
 for patients with breathing and sleep disorders. When combined with Vivos' CARE products and treatments, OMT can deliver an
 enhanced effect in many patients using our appliances. MyoCorrect treatment services are cost-effective for providers and convenient
 for patients. MyoCorrect is billable to medical insurance in most cases and constitutes an additional profit center for both Vivos
 and providers.

 Vivos
 Vida is an FDA cleared appliance as unspecified classification for the alleviation of TMD symptoms, and aids in treating
 bruxism and TMJ Dysfunction. The Vivos Vida help to alleviate symptoms such as TMJ/TMD, headaches and facial muscle pain. The Vivos
 Vida is worn during sleep, and serves to protect the teeth and restorations from destructive forces of bruxism. It is a custom fabricated
 appliance, designed for patient comfort.

 Vivos
 Vida Sleep is an FDA 510(k) cleared Class II for treating mild to moderate OSA in adults. It uses the Vivos Unilateral
 BiteBlock Technology and is designed to advance the mandible incrementally to stabilize the patient's oropharyngeal airway.
 It is highly efficient and has a sleep design which promotes space for the tongue to sit in the roof of the palate. It's novel
 design decreases contact points between the maxillary and mandibular teeth that may help reduce clenching and overall bite forces
 that occur during sleep.

 VivoScore
 (from SleepImage), Rhinomanometry (from GM Instruments), Cone Beam Computerized Tomography or CBCT (from multiple vendors), Joint
 Vibration Analysis (from BioResearch) and other key diagnostic technologies play an essential role as part of The Vivos Method
 in patient assessment, proper clinical diagnosis, treatment planning, progress measurement, and optimal outcome facilitation. We
 believe the combination and integration of such diagnostic tools and equipment as particularly taught to and practiced by Vivos-trained
 providers constitutes a key trade secret of our company.

 Vivos
 AireO 2 is an Electronic Health Record (EHR) software program specifically designed for use as a full practice
 management software program in a medical or dental practice environment where treating breathing and sleep disorders is performed.
 The program is very well suited to handle both medical and dental billing and is integral in our Treatment Navigator program.

 Adjunctive
 Treatment from specialty chiropractors and other healthcare providers according to a very specific set of particular integrated
 protocols has also proven to enhance and improve clinical outcomes using CARE and other Vivos devices.

 Navigator is our most recent program to assist a clinician's patients who may have a breathing or sleep disorder to
 get screened, diagnosed by a board-certified sleep specialist, obtain insurance verification of benefits and preauthorization (where
 required), have their questions answered, and receive assistance with scheduling, financing, medical billing or any other concerns
 regarding treatment options best suited to their individual situation. Dentists typically pay set fees to us for this service.

 - 2 -

 Vivos
 Billing Intelligence Service (BIS) is our medical and dental billing service. It is both a subscription and fee for service
 program for healthcare practitioners who wish to optimize their insurance reimbursement by leveraging both medical and dental benefits.
 We are unaware of any other software platform or service on the market that offers the same set of features or capabilities.

 Vivos
 Airway Intelligence Service (AIS) is our technical support and advisory service that supports clinicians in their patient
 data analysis, case selection, treatment planning and treatment implementation. AIS reports and services are priced into the cost
 of appliances to providers.

 The
 Vivos Institute (TVI) is widely regarded as one of the top educational and learning centers for dentofacial related
 breathing and sleep disorders in North America. Opened in 2021, TVI is housed in a state-of-the-art 18,000 square foot facility near
 the Denver International Airport where doctors from around the world come to receive instruction and advanced clinical training in
 a wide range of topics delivered by leading national and international medical sleep specialists, cardiologists, pediatric sleep
 specialists, dentists, orthodontists, specially trained chiropractors, nutritionists, key industry business leaders, and university-based
 clinical researchers.

 These
products and services are used in a collaborative multidisciplinary treatment model comprising dentists, general practice physicians,
sleep specialist physicians, myofunctional therapists, nutritionists, chiropractors, physical therapists, and healthcare professionals.
Our subscription-based program to train dentists and offer them other value-added services is called the Vivos Integrated Practice
(VIP) program.

2023, we expanded our product portfolio by acquiring certain devices (now known as Vivos Vida, Vivos Versa
and Vivos Vida Sleep) from Advanced Facialdontics, LLC. During 2022, we continued to expand and grow our screening and
home sleep test (or HST) program (which we call our VivoScore Program) featuring SleepImage technology,
a 510(k) cleared ring-based recorder and diagnostic platform for home sleep apnea testing. We market and distribute our SleepImage HST
in the U.S. and Canada pursuant to a licensing agreement with MyCardio LLC. Based on our direct experience with our Vivos-trained providers,
approximately 61,000 VivoScore HSTs were performed during 2023. Due to the volume of business that we have generated with MyCardio LLC,
we now receive pricing and terms for SleepImage products and services that are well below their published retail
prices. We believe the rapid growth of our VivoScore program confirms our belief that the SleepImage HST offers
significant commercial advantages over existing home sleep apnea products and technologies in the market and allows healthcare providers
to more efficiently screen, diagnose and initiate treatment for OSA in their patients.

 We
have not yet seen a corresponding increase in patient enrollment in The Vivos Method treatment, however, and based on feedback from our
Vivos-trained providers, we believe this to be a function of staffing turnover and labor shortages that continue to plague the dental
workplace. Throughout 2023, we continued to address this by conducting additional regional dental team training sessions on integrating
Vivos products and treatments. In addition, we drastically reduced the number of Practice Advisors who had previously been dispatched
as "boots on the ground" to help facilitate case starts and provide Vivos-trained providers with support, and we replaced
them with a new service called Treatment Navigator which we piloted and rolled out in the late summer and fall of 2022.

Navigators work effectively as extensions of the dental office, working directly with perspective patients to provide them information
on The Vivos Method, aiding in education, screening, insurance verification of benefits and preauthorization, coordination among various
professional practitioners, recordkeeping, problem solving, as well as, delivering a home sleep test and following up with scheduling
an appointment with a VIP in their area. Dental offices who wish to avail themselves of this service pay Vivos enrollment fees and per
case fees for the service, thus adding an important new revenue line and profit center to the business. As of December 31, 2023, there
were 57 Vivos-trained (VIP) dental offices who are at some stage of onboarding with our Treatment Navigator program. Based on
our evaluation of the program, we will restructure the Treatment Navigator program into a monthly subscription-based model. We expect
that this will grow into a material and important revenue stream as we move forward.

 - 3 -

 Background
on OSA

 OSA
is a serious and chronic disease that negatively impacts a patient's sleep, health, and quality of life. According to a 2019 article
published in Chest Physician, it is estimated that OSA afflicts 54 million adults in the U.S. alone. According to a 2016 report
by Frost & Sullivan, OSA has an annual societal cost of over $149.6 billion. According to the study " Global Prevalence of
Obstructive Sleep Apnea (OSA) " conducted by an international panel of leading researchers, nearly 1 billion people worldwide
have sleep apnea, and as many as 80% remain undiagnosed. Research has shown that when left untreated, OSA can increase the risk of comorbidities,
such as high blood pressure, heart failure, stroke, diabetes, dementia, chronic pain and other debilitating, life-threatening diseases.

 Unfortunately
for OSA patients, the medical profession has not been able to provide them with solutions that are both effective and desirable. CPAP
is the "gold standard" treatment for over 90% of OSA patients, but no one wants to wear those devices to bed every night
for life, rendering long-term compliance rates low. Traditional oral appliances can be effective over limited time frames, but often
create other problems with temporomandibular joint (or TMJ) dysfunction, open bites, infections, and more. As with CPAP, they too must
be worn every night for life to be effective. More radical and invasive options such as neuro-stimulation devices, or maxillomandibular
advancement surgery are likewise viewed more as treatments of last resort. When The Vivos Method is presented as a viable treatment option
against the alternatives discussed above, we believe it will be the preferred choice of most patients.

 We
believe our proprietary products comprising the Vivos CARE oral appliances represent the first non-surgical, non-invasive treatment option
for patients diagnosed with mild to severe OSA that offers cost-effective treatment featuring (i) limited treatment times; with (ii)
lasting or durable effects; and (iii) the prospect of seeing a complete reversal of symptoms. Combining treatment technologies that impact
the upper airway by altering the size, shape, patency and position of corresponding hard and soft tissues, Vivos CARE represents a completely
new treatment modality in the treatment of dentofacial abnormalities that often lead to OSA and many other health conditions.

 The
Vivos Method is estimated to be indicated and potentially effective (within the scope of the FDA cleared uses) in approximately 80% of
cases of OSA where patients are compliant with clinical treatments. Our patented oral appliances have been utilized in over 42,000 patients
treated worldwide by more than 1,900 trained dentists.

 Our
Target Customers

 The
House of Delegates of the American Dental Association in 2017 adopted a policy statement describing the important role dentists can play
in helping identify patients at greater risk of sleep related breathing disorders. By virtue of the close connection and relationship
between the oral cavity and airway form and function, properly trained dentists can play a pivotal and even leading role in the treatment
of dentofacial abnormalities which are known to impact breathing and sleep, which in turn can lead to serious health conditions. The
VIP program provides dentists with compelling clinical reasons coupled with strong economic incentives to provide their breathing and
sleep disordered patients the best care possible.

 We
have recently expanded our mission and product line positioning to extend the reach and scope of The Vivos Method beyond the dental profession
and to allow for greater collaboration and mutual referrals from other healthcare practitioners, including primary care physicians, medical
specialists, chiropractors, nutritionists, physical therapists, and others who see and treat patients with breathing and sleep disorders.
We believe this extension of our approach will broaden the knowledge among various professions as to what our technology and products
can do for their patients, ultimately leading more patients into treatment with Vivos products and services. We also incorporate courses
and curricula at The Vivos Institute into our Vivos Method training that provides information, tools, techniques, and systems that enable
other healthcare professionals to engage directly with dentists and actively contribute to the best possible clinical outcome for patients.

the second half of 2021, we increased our efforts to market The Vivos Method and related products and services to larger dental support
organizations (or DSOs). Marketing to DSOs creates an opportunity to enroll and onboard multiple dental practices as VIPs under one common
ownership structure. This would allow us to leverage training and support across multiple VIP practices and gain economies of scale with
the goal of faster growth, both in VIP enrollments and in Vivos case starts. As of December 31, 2023, we believe we have made important
progress in penetrating this market, but as we cautioned previously, DSOs tend to move slowly when adopting new technologies or programs.

 - 4 -

2023, we further extended our market reach by executing a U.S. nationwide distribution agreement with Lincare, a leading supplier of
in-home respiratory therapy products and services for approximately 1.8 million patients. The agreement follows the conclusion of a distribution
pilot with Lincare, and marks an important milestone in our strategy to engage with leading durable medical equipment (DME) companies
in the United States. Under the agreement, Lincare will have a six-month exclusivity period to distribute certain designated devices
in our portfolio. We also executed distribution and other strategic collaborations during 2023 to help drive sales of our expanding portfolio
of products.

 Our
Mission

 Our
mission is to rid the world of sleep apnea by being a leading technology platform and go-to resource for the latest and most effective
treatment modalities, products, and clinical education available to healthcare providers of all specialties who treat patients suffering
from breathing and sleep disorders and their comorbidities. We fully recognize that breathing and sleep disorders, including OSA,
are often complex conditions with multiple contributing factors that require more than a single solution. To that end, we have broadened
our product and services lines that comprise The Vivos Method to go beyond the proprietary technologies featured in our CARE oral appliances,
and now offer providers far greater optionality in selecting a diagnostic or treatment solution that is best for their patients. This
approach recognizes that there is no "one size fits all" solution for patients, and that both providers and patients are
best served by offering a variety of solutions at various price points that can meet the needs of a larger segment of the population.

 We
believe this evolution of our mission (which was originally focused almost exclusively on the dental community) will appeal to a much
broader array of healthcare professionals, including chiropractors, nutritionists, primary care physicians, cardiologists, physical therapists,
dentists and others, all of whom have a strong vested interest in the overall health and wellbeing of their patients, and each of whom
has something meaningful to contribute when properly educated and trained. As word spreads among a broader array of professionals and
their patients, we expect more people to come to know and understand the compelling advantages of The Vivos Method. We believe this will
allow us to scale our business and grow our company more rapidly.

 Our
Market Opportunity

 According
to a March 2021 Sleep Apnea Devices Market Size & Share Report, the global sleep apnea devices market size was valued at $3.7 billion
in 2020 and is expected to expand at a compound annual growth rate (CAGR) of 6.2% from 2021 to 2028. According to an American Sleep Association
study published in 2020, an estimated 50 million to 70 million people in the U.S. are suffering from some form of sleep disorders. Moreover,
according to Canadian Respiratory Journal in 2014, around 5.4 million adults in Canada were diagnosed with sleep apnea or were at higher
risk of developing OSA. According to a study conducted by ResMed in 2018, around 175 million people in Europe were suffering from sleep
apnea. We therefore believe that effective diagnostic and treatment strategies are needed to minimize the negative health impacts of
OSA and to maximize cost-effectiveness.

 Based
on our direct experience with our Vivos-trained providers, approximately 61,000 VivoScore HSTs were performed during 2023. We strongly
believe the published estimates from available public information, which range from 12% to 20% of the population, seriously underestimate
the extent of the condition and scope of the problem in the United States and Canada. Our VivoScore testing routinely results in approximately
50% of patients testing positive OSA, a number consistent with a recent study published in the Journal of the American Heart Association
on a sample consisting of ~2000 middle-aged to older adults from the Multi-Ethnic Study of Atherosclerosis (MESA), where 47 percent had
moderate-to-severe OSA. We therefore believe our prior estimate that approximately 15% of the adult population in the United States and
Canada suffers from OSA to be extremely conservative. Based on the estimated total adult population of 284 million in the United States
and Canada, we believe the total addressable United States and Canadian market could be as high as 80 million adults. To be conservative
and based on available data and our internal market analysis, we estimate that over 80% of individuals diagnosed with OSA in the North
American addressable market may be candidates for The Vivos Method, leaving us with a total addressable consumer market of approximately
64 million adults.

 - 5 -

 We
currently charge clinicians an average sales price of approximately $1,500 per adult case for The Vivos Method. There are approximately
200,000 general dentists and dental specialists in the United States and another 30,000 in Canada who could potentially offer the Vivos
Method to their patients. Add to that the nearly 80,000 licensed chiropractors and over 1.1 million medical doctors across all specialties
who routinely see and treat patients with OSA. Each of them see and treat patients with OSA for many related conditions on a regular
basis even though the vast majority remain undiagnosed with respect to their OSA. As we raise awareness, and now that new technologies
such as SleepImage have driven the cost of diagnosis down dramatically, more providers will be able to integrate evaluations of breathing
and sleep into their basic clinical treatments, and more patients will get diagnosed and seek treatment. Therefore, based on the addressable
U.S. and Canadian consumer market described above and average sales price, we believe the addressable consumer market for adults in the
United States and Canada is approximately $96 billion.

 Our
Treatment Alternative for OSA – The Vivos Method

 The
Vivos Method is a non-invasive, non-surgical, non-pharmaceutical, multi-disciplinary treatment modality for the treatment of dentofacial
abnormalities and/or mild, moderate and severe OSA and snoring in adults. Proprietary and virtually painless, The Vivos Method has been
shown to typically expand the upper airway and offers patients what we believe to be an effective treatment alternative based on published
peer-reviewed retrospective clinical data. Based on feedback from independent VIPs and their patients, we believe initial therapeutic
benefits from using the treatment guidance's and devices are often achieved relatively quickly (in days or weeks) and final clinical
results are typically achieved in 12 to 18 months), all at a relatively low cost to consumers ranging between $7,000 and $10,000 for
adults (costs vary by provider) when compared to other options such as lifetime CPAP or surgery.

 The
Vivos Method alters the size, shape and position of the tissues that surround and define the functional space known as the upper airway.
Our treatment also improves nasal breathing, reduces mouth breathing, reduces Apnea Hypopnea Index (AHI) scores, and generally facilitates
better breathing and sleep. These statements are based on retrospective raw data with validated before and after sleep studies, rhinomanometry
testing before and after treatment, Cone Beam Computerized Tomography (CBCT) scans from treating clinicians and patient testimony. As
The Vivos Method treatment process progresses, the airway typically expands, with many patients reporting a significant reduction of
their OSA and snoring symptoms. The primary products used in The Vivos Method are our CARE devices – the DNA appliance,
the mRNA appliance, and the mmRNA appliance – each of which is a specifically designed, customized
oral appliance that is worn primarily in the evening hours and overnight. The treatment time may range from 9 to 18 months, with 12 to
15 months being typical. Our appliances may require periodic adjustments some of which can be performed by the patient and others that
are typically rendered at the dental office where treatment was initiated.

 Our
Growth Strategy

 Our
goal is to be the global leader in providing a clinically effective non-surgical, non-invasive, non-pharmaceutical, and low-cost alternative
for patients with dentofacial abnormalities and/or mild to severe OSA and snoring in adults. We believe the following strategies will
play a critical role in achieving this goal and in establishing more predictable and growing revenue leading, ultimately, to cash flow
positive and profitable operations:

 Expand
 public awareness of the life-threatening and debilitating nature of OSA and its prevalence throughout the world, while letting the
 world know of our proprietary and highly effective treatment as an alternative to CPAP.

 Cultivate
 Active Referral Sources Among Physicians, Sleep Specialists, Dentists and Other Healthcare Providers.

 Drive
 more qualified new patients to our VIP practices and teach VIPs how to better present and close Vivos treatment via the "Boost"
 and "Kick-Off" programs.

 Achieve
 full payment by in network major insurance carriers for Vivos Method treatment.

 Make
 it easy for both dental and medical professionals to interact and do business with Vivos.

 - 6 -

 Continue
 to drive medical and dental community awareness of The Vivos Method and build bridges between medical doctors and dentists through
 DSO marketing and our Medical Integration Division.

 Expand
 our market penetration with DME distribution agreements.

 Invest
 in research and development to drive innovation and expand indications.

 Pursue
 strategically adjacent markets and international opportunities.

 Our
Revenue Model

 Our
revenue is currently derived from the following primary sources:

 VIP
 office training and enrollment fees. These fees are comprised of one-time, up-front fees, as well as optional renewal fees
 after 12 months.

 Recurring
 Vivos appliance sales. Once we train the VIP on how dentists can help treat OSA, the goal is to have them initiate "new
 case starts" with patients, which leads to sales of our appliances and guides. We are also seeking to drive appliance sales
 through our distribution arrangements with DMEs.

 Recurring
 VIP subscription fees. These are recurring fees that a portion of our VIPs pay us to receive additional value-added services
 and training.

 SleepImage
 HST revenue. In 2022, we modified our agreement with MyCardio LLC relating to our SleepImage HST for sleep apnea, which creates
 the potential for revenue from our leasing of SleepImage HST ring recorders to our VIPs as part of the VivoScore Program.

 The
 Vivos Institute. Our TVI provides product-specific training for the use of our products and services. Revenue from such courses
 is not material at the present time, but our expectation is that increased training awareness of OSA and the promotion of our products
 and services will be enhanced by our TVI.

 The
 Airway Intelligence Service (AIS). This service provides a complete resource for VIPs to help simplify the diagnostic and
 appliance design matrix and expedite the treatment planning process. AIS is provided as part of the price of each appliance and is
 not a separate revenue stream.

 Billing
 Intelligence Services (BIS). This complete third-party billing solution includes a comprehensive integrated revenue cycle
 management software system that allows dentists to focus on running their practice and delivering the best care for their patients.
 This medical billing service generates recurring subscription fees from participating VIPs and independent dentists in the United
 States.

 AireO2
 Patient Management Software. This management software enables healthcare professionals to diagnose, treat and monitor patients
 with OSA and its related conditions more effectively. Developed in collaboration with Lyon Dental, AireO2 contains features that
 enhance a VIP's billing services and practice management systems. AireO2 is a complement to our BIS software system.

 Medical
 Integration Division (MID). In late 2020, we launched our MID to assist VIP practices to establish clinical collaboration
 ties to local primary care physicians, sleep specialists, ear, nose a throat doctors (ENTs), cardiologists, pediatricians, pulmonologists
 and other healthcare providers who routinely see or treat patients with sleep and breathing disorders. The primary objective of our
 MID is to promote The Vivos Method to medical providers and thus facilitate the potential for additional mild to severe OSA patients
 gaining access to The Vivos Method while offering continuum of care. The MID seeks to fulfill that objective by meeting with VIP
 dentists and medical providers in their local areas to establish physician practices using the trademarked name "Pneusomnia
 Sleep Reimagined Center" (which are referred to as Pneusomnia Centers). These independent medical practices will be managed
 by our company under a management and development agreement which pays us six (6% to 8%) percent of all net revenue from sleep-related
 services. We also collect a development fee for each clinic prior to opening establishing all operational treatments.

 - 7 -

 MyoCorrect
 (Orofacial Myofunctional Therapy) Program. In March 2021, we introduced orofacial myofunctional therapy (or OMT) as a service
 that is part of The Vivos Method, under the name MyoCorrect. Through MyoCorrect, dentists enrolled in the VIP program will have access
 to trained therapists who provide OMT via telemedicine technology. Our CARE appliances are cleared by the FDA to treat moderate and
 severe OSA in adults, 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional therapy, as needed.

 Our
Competitive Strengths

 We
believe that The Vivos Method has numerous advantages that, taken together, set us apart from the competition and position us for success
in the marketplace:

 Significant
 barriers to entry.

 Vivos
 Method insurance reimbursement.

 Body
 of published research and strong patient outcomes.

 First
 mover advantage.

 Differentiated
 products.

 Intellectual
 property portfolio and research and development capabilities.

 Extensive
 Training and Support Systems.

 Targeted
 approach to market development.

 Marketplace
 acceptance.

 Sales
and Marketing

 We
have established a methodical approach to market development which centers on active engagement directly with members of the medical
community, including general dentists and medical doctors who treat dentofacial abnormalities and/or mild to severe OSA and snoring,
to educate them on The Vivos Method and its benefits. The goals of our sales and marketing efforts are (i) to secure new patient referrals
for our VIP dentists from medical doctors and other healthcare professionals; (ii) provide them with the tools to treat patients
with our products; and (iii) more broadly educate the medical community regarding our products with a view towards expanding our number
of VIPs as well as medical professionals who could refer patients to our VIPs for treatment.

 We
have recently restructured the VIP Program to include a Kick-Off program as an essential part of the value proposition. With a properly
executed Kick-Off, led by specially trained Vivos corporate staff, a newly enrolled VIP could easily recoup 100% or more of his or her
initial enrollment fees, thus making the decision to enroll much easier and attractive. We continue to sell the VIP Program to dentists
through a direct sales force that primarily targets general dentists in the United States and Canada. Our sales effort is developed through
social media initiatives, and our new website with over 150 videos, and the production of over 350 new content creation projects. Our
VIP program was developed to train independent dentists to identify and treat dental conditions that may be associated with OSA. Our
sales program to target medical doctors is our MID program, which was developed to assist VIP practices to establish clinical collaboration
ties to local primary care physicians, sleep specialists, ENTs, pediatricians, pulmonologists and other healthcare professionals who
routinely see or treat patients with sleep and breathing disorders.

 - 8 -

 In
countries outside of North America we typically offer a modified training and support program at a lower cost. We currently have approximately
15 direct sales and support representatives in the United States and Canada. Our direct sales force engages in sales efforts and promotional
activities focused on referring physicians, as well as directly to the over 200,000 professionally active general dentists in the United
States and 20,000 general dentists in Canada.

 Our
current sales organization is comprised of individuals performing various roles consisting of:

 Three
 Enrollment Specialists, who are the primary salespeople responsible for enrolling new VIPs;

 One
 Enrollment Support Staff member, who is responsible for organizing potential VIP appointments for the Enrollment
 Specialist;

 Three
 Area Business Managers, who are responsible for cultivating new business leads which are referred to the Enrollment Specialists;
 Area Business Managers are responsible for cultivating new leads, sales of new products, coordinating local Clinical Education
 events.

 One
 Practice Advisory Onboarding Specialist, who is responsible for onboarding new VIPs to our training programs.

 Our
MID is comprised of a Senior Vice President that leads the MID sales, marketing, operations and finance efforts with one Director of
Operations and one Senior Market Manager. We plan on growing our MID organization by recruiting candidates that have extensive healthcare
backgrounds, strong business development experience setting up physician owned medical facilities/practices and significant healthcare
regulatory knowledge.

 In
2021, we launched our sales initiative targeting the large and rapidly growing segment of private equity and corporate sponsored dental
groups known as Dental Service Organizations (or DSOs). With an estimated 2,600 DSO groups in the U.S. and Canada covering total office
locations in excess of 40,000, DSOs provide business management and support to dental practices, including non-clinical operations. In
many ways, DSO's represent the most patient centric and profit motivated model to scale in dentistry, which we believe makes the
integration of sleep medicine as part of the DSO offering an ideal fit for Vivos to help drive awareness of OSA, new VIP subscriptions
and sales of our products and services. Our early experience in working with DSOs has been that while some DSO-participating dentists
have become VIPs and direct customers of ours, most DSOs are slow and deliberate in their approach to introducing sleep dentistry programs.

 We
utilize indirect and direct marketing channels to inform and educate dentists, medical doctors and healthcare professionals about The
Vivos Method. Our indirect marketing channels include strategic partners, key industry opinion leaders, trade shows and our own clinical
advisor network. In 2021, we made strides by establishing the following strategic partnerships aimed and broadening awareness of and
selling efforts for The Vivos Method:

 In
 October 2021, we announced a new collaboration with Candid Care Co., a digital platform for oral healthcare, which will seek to provide
 patients with a comprehensive, whole-mouth solution to diagnose and treat OSA in adult patients and provide orthodontic treatment
 from the same provider network. Over the course of time, the Candid collaboration proved to be unsustainable and unprofitable to
 the point where it was cancelled by Vivos in the early part of 2023.

 In
 October, 2023, we announced two key strategic agreements to expand our current product line, and thus create exciting new revenue
 opportunities. The first was with Ormco, a division of publicly traded Envista Holdings Corporation, purveyors of Spark Clear Aligners.
 Spark Aligners are rapidly becoming the "go to" clear aligners of choice for orthodontic specialists. The majority of
 our VIPs use clear aligners as a key component of their Vivos treatment. This agreement will provide pricing discounts to the VIPs
 and profit margin for Vivos. The second key agreement announced in early October was with On Demand Orthodontist (ODO) and represents
 an exciting new service to our VIPs, featuring direct access and case collaboration with airway-focused orthodontic specialists who
 are available to help optimize clinical outcomes for Vivos cases. ODO orthodontists strongly prefer Spark aligners due to their many
 proven clinical capabilities and advantages over other aligner brands such as Candid. Vivos-trained dentists will now benefit from
 better overall pricing, while Vivos benefits from a distribution margin associated with each case.

 - 9 -

 Our
direct marketing channels include outreach to prospective VIPs using digital advertising platforms including Facebook and Google ad placements.
The objective of our indirect and direct marketing efforts are to bring dentists, medical doctors and healthcare professionals to our
educational and training websites to learn about OSA and its treatment alternatives.

 We
further believe our dentist and medical doctor marketing efforts have been effective in facilitating contact via our Vivos introduction
and online training webinars, despite significant headwinds throughout our core customer base, mostly driven by COVID-19 Delta and Omicron
variant resurgences in the middle and latter part of the year.

 Insurance
Reimbursement

 Insurance
reimbursement is available across the full spectrum of Vivos appliances. Medical coverage and benefits are subject to medical necessity
and payer guidelines. Although medical insurance is never a guarantee of payment, the average reimbursement seen is approximately 50%
(ranging from 5% to 70%). Benefits payable are subject to deductibles and policy limitations that may vary. A verification of benefits
(VOB) is generally required for all medical policies to check for validity of billable coding for oral appliance therapy (OAT) and need
for pre-authorization that may be required for reimbursement. Vivos Integrated Practices (VIPs) typically remain out-of-network with
commercial health insurance, but this depends on the individual practice and the commercial payer guidelines in each state. As out-of-network
providers, dentists can set their own fees and balance bill the patient for the cost of care not covered by the patient's health
insurance. Although many patients pay for treatment out of pocket on a fee for service basis, the availability of health insurance coverage
is an important consideration for many patients who desire treatment so that billing guidance is an important component of support provided
by Vivos to VIPs.

 Our
mRNA appliance and mmRNA appliance are custom fabricated mandibular advancement appliances indicated to treat mild to severe
OSA and snoring in adults (and in the case of severe OSA, along with positive airway pressure (PAP) and/or myofunctional therapy, as
needed). The mRNA and mmRNA can be billed in- and out-of-network to most commercial payers under the E0486 CPT code. The E0486 code is
reimbursable by many major commercial medical payers following a medical diagnosis of OSA and adherence to payer guidelines for alternative
OSA therapy. Pre-authorization may also be required for reimbursement of these appliances and the pre-authorization requirements may
vary based on the payer policies and patient's insurance coverage. As described above, the same VOB and pre-authorization/LMN process
is employed in the billing practices for these appliances to navigate the pathway to payment of medical benefits.

 To
meet the billing requirements of CMS for custom mandibular advancement oral appliances, the mmRNA appliance (Modified Mandibular
Repositioning Nighttime Appliance) was developed based on the original design of the mRNA appliance. In August 2021 510(k) for Class
II clearance from the FDA for the mmRNA appliance with indications to treat mild to moderate OSA and snoring in adults was approved.
In November 2023, the mmRNA appliance was cleared by the FDA to treat moderate and severe OSA in adults, 18 years of age and older along
with positive airway pressure (PAP) and/or myofunctional therapy, as needed. In December 2021, the mmRNA was accepted by the CMS Pricing,
Data Analysis and Coding ("PDAC"). This acceptance places the mmRNA device on the PDAC list of oral appliances covered by
and billable to Medicare, making the benefits of the mmRNA device available to millions of Medicare beneficiaries. Notwithstanding this
important achievement, in general we have found the lack of inclusion on the current CMS Medicare PDAC list does not hinder market distribution
or acceptance of Vivos appliances. This is due to the fact that most dentists who work with The Vivos Method are out-of-network with
commercial payers and do not typically file for reimbursement under Medicare. When Medicare reimbursement is desired by Vivos providers
they are typically registered with Medicare DME as a non-participating DME supplier, allowing the provider to balance bill patients like
they would when billing as an out-of- network provider to commercial policies and are not limited to accepting Medicare reimbursement
rates as payment in full.

 - 10 -

 We
have seen an increase in the ability for Reimbursement for our other FDA registered oral appliances such as the Vivos Guides for children
and the DNA appliance for adults. When preauthorizing and billing the Vivos Guides and DNA appliance an undefined CPT code can be utilized
only when medical necessity is present and documented properly. A dentist billing an undefined CPT code for a Class I or Class II oral
appliance must proceed with caution. These preauthorization and billing requirements pertain to all valid and billable codes and must
be supported with documented medical necessity reviewed by the medical director at the payor before being submitted for possible reimbursement.
Pre-authorization with medical review is accomplished via a "letter of medical necessity" (LMN) used to summarize and communicate
the existing medical necessity. The plan's medical director will then review the LMN, supporting clinical documentation of dentofacial
abnormalities present, CT images, co-morbidities, and any other related medical conditions diagnosed by a medical doctor. Once authorized
the OAT can be billed for benefit calculation and payment. In December 2022 the DNA appliance received 510(k) clearance with indications
to treat mild to moderate OSA and snoring in adults. In November 2023, the DNA appliance was cleared by the FDA to treat moderate and
severe OSA in adults, 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional therapy, as needed. While
the DNA appliance can still be pre-authorized and billed using an undefined CPT code, the newly issued 510(k) clearance for the DNA appliance
allows for additional code types to be utilized when OSA is present and diagnosed by a Medical Doctor. The DNA appliance can be pre-authorized
and billed using a HCPCS Code designated for use by reducing upper airway collapsibility, that is custom fabricated, without a fixed
mechanical hinge. While the use of this designated HCPCS code is new there is a potential pathway for additional registrations with Vivos
appliances on the PDAC list of oral appliances covered by and billable to Medicare.

 Dental
Insurance Coverage

 Dental
insurance coverage for Vivos appliances also exists. Codes for sleep apnea appliances were added to the CDT code set in 2022. Vivos appliances
with indications for treatment of OSA are billable with these codes, however dental benefits for these codes are nascent at present and
secondary to medical coverage. Orthodontic coverage and benefits are also available for Vivos appliances registered with indication of
jaw expansion and tooth movement.

 Published
Research

 There
are several studies in the medical literature on upper airway remodeling in pathologic conditions such as asthma, chronic obstructive
pulmonary disease and similar conditions. In contrast, there is a dearth of studies that have documented pneumatization and physiologic
upper airway remodeling. Advances in 3D digital imaging, adjunctive treatments from chiropractic and other specialists, and applied diagnostic
technologies such as rhinomanometry, combined with real-world experience in many thousands of cases, has allowed us to make further advances
in the understanding of dentofacial phenomena and how to activate and optimize dentofacial development for improved airway form and function.
For example, while it was believed that cranial sutures undergo closure in early adulthood, it is now thought that populations of stem
cells may persist to permit continued growth and development. Using this premise, the midfacial bone volume may be increased surgically
or non-surgically. Since the roof of the mouth is the floor of the nose, the volume of the nasal airway can also be increased surgically
or non-surgically. Our experience continues to be that using our patented, non-surgical treatment we are able to target and evoke a resizing
of the oral cavity and upper airways to address dentofacial abnormalities and/or mild to severe OSA and snoring. Using various assessment
techniques, we have previously reported surface area, volumetric and functional changes of the upper airway.

 Since
2009, our technology has been the subject of over 60 peer-reviewed articles in the medical, dental and orthodontic literature. While
most of these papers have been small uncontrolled case series', their results were reflected in our retrospective database review
of 220 patients undergoing CARE treatment for Obstructive Sleep Apnea recently published in Sleep Medicine. Several more retrospective
data sets have been presented at scientific meetings in the past year that further corroborate clinical efficacy in adult OSA, pediatric
OSA, and also in adult headache severity. The results of these presentations are in various stages of medical journal submission. The
results published have illustrated that CARE therapy when provided as part of the Vivos Method can provide a significant change in the
severity of patients' dentofacial abnormalities and/or mild to severe OSA and snoring (as measured by industry standard indices
such as the AHI, among others), improvement in oral conditions, sleep-related quality of life, reduction in snoring, high patient compliance
rates and a strong safety profile.

 - 11 -

 Intellectual

 To
establish and protect our proprietary rights, we rely on a combination of patents, trademarks, copyrights and trade secrets, including
know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention
assignment agreements, and other contractual rights. Our intellectual property is important in achieving and maintaining our position
in the market. We currently own five design patents that expire between 2023 through 2029 and two utility patents expiring in 2029 and
2030. We also own two Canadian patents and a European patent that has been validated in Belgium, Switzerland, Germany, Denmark, Spain,
France, United Kingdom, Hungary, Italy and the Netherlands, all of which expire in 2029. Our U.S. trademark portfolio consists of 13
registered marks. Extensive online and in-person training, multiple touch point support systems, specific fabrication materials, customized
appliance designs, and multi-disciplinary treatment modalities are all considered proprietary trade secrets and competitive advantages
with no known counterparts.

 FDA
Regulatory Status

 The
Vivos Method offers treatment modalities that uses nonsurgical, noninvasive, and cost-effective oral appliance technology prescribed
by trained dentists and medical professionals to treat dentofacial abnormalities and/or mild to severe OSA and snoring. The Vivos Method
includes a customized treatment plan that may begin with a simple and easy at-home sleep apnea screening using proprietary HST technology
from SleepImage. We offer three Class II devices cleared by the FDA ( DNA, mRNA and mmRNA). We offer our own specially designed
pre-formed Vivos Guides. We also offer the Vivos Versa, and two devices that use a unilateral bite block technique, the Vivos
Vida and the Vivos Vida Sleep. The regulatory status of our products is as follows:

 Our
 mmRNA appliance has a 510(k) clearance from the FDA as a Class II medical device for the treatment of jaw repositioning, snoring
 and mild to moderate OSA in adults. In November 2023, our mmRNA appliance was cleared by the FDA to treat moderate and severe OSA
 in adults, 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional therapy, as needed.

 Our
 mRNA appliance has a 510(k) clearance from the FDA as a Class II medical device for the treatment of snoring and
 mild to moderate OSA in adults. In November 2023, our mRNA appliance was cleared by the FDA to treat moderate and severe OSA in adults,
 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional therapy, as needed.

 The
 DNA appliance has a 510(k) clearance from the FDA as a Class II medical device for the treatment of jaw repositioning
 snoring and mild to moderate OSA in adults. In November 2023, our DNA appliance was cleared by the FDA to treat moderate and severe
 OSA in adults, 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional therapy, as needed.

 The
 Vivos Guides are an FDA-registered Class I product for orthodontic tooth positioning. In October 2021, we announced that results
 from a peer-reviewed, published study by an independent dentist found a significant reduction of tooth decay in pediatric patients
 after undergoing treatment using our Vivos Guides. A second study was peer reviewed and published in 2022 showing a 97.4% resolution
 of nocturnal enuresis (bedwetting) in children within 60 days of starting treatment with Vivos Guides. Other papers and studies on
 the use of Vivos Guides have been submitted to various journals and are awaiting acceptance and publication.

 Vivos
 Vida is an FDA cleared appliance as an unspecified classification to treat symptoms such as TMJ/TMD, headaches and facial
 muscle pain.

 Vivos
 Vida Sleep is an FDA 510(k) cleared Class II for treating mild to moderate OSA in adults.

 Vivos
 Versa is an FDA 510(k) cleared Class II device for treating mild to moderate OSA in adults.

 - 12 -

 All
of the oral appliances that comprise our CARE system (our DNA appliance, mRNA appliance and mmRNA appliance)
are cleared by the FDA as Class II sleep appliances to treat mild to severe OSA and snoring in adults.

 In
October of 2022, we underwent our 2-year FDA regulatory inspection. This inspection resulted in our receipt of an FDA Form 483 with three
observations, none of which were repeat offenses from previous inspections. These observations were corrected and responded to according
to the Code of Federal Regulations. The FDA delivered a final report of the October 2022 inspection to us in January 2023.

 Manufacturing
and Supply

 We
rely on third-party suppliers and manufacturers on a per order, or per item basis. Outsourcing manufacturing reduces our need for capital
investment and reduces operational expenses. Additionally, outsourcing provides expertise and capacity necessary to scale up or down
based on demand for our appliances. We select our manufacturing labs so we can ensure that our appliances are safe and effective, adhere
to all applicable regulations, are of the highest quality, and meet our supply needs. We also rely on third-party carriers and freight
forwarders for product shipments, including shipments to and from our manufactures' distribution facilities and customer distribution
facilities.

 Our
Ongoing Clinical Research

 We
are committed to ongoing research and development, and we have and intend in the future to invest in our clinical trial work to further
improve our products and clinical outcomes, increase patient acceptance and comfort and broaden the patient population that can benefit
from The Vivos Method. The following is summary of our currently active clinical trials:.

 Protocol
 approved February 2021 – Daytime Nighttime Appliance (DNA) therapy for the treatment of OSA. The aim of this
 randomized clinical trial conducted with Stanford University is to investigate structural and functional effects of using the DNA
 appliance in the treatment of mild to moderate OSA in adults. This study will test the hypothesis that treatment
 of the upper airway associated with functional improvements of sleep parameters in adults with mild to moderate OSA.

 of SDB with an intraoral device in a pediatric population. Approved by the Western Copernicus Group Institutional Review
 Board (WCG IRB) as non-significant controlled clinical trials, we are conducting a clinical trial to evaluate the safety and efficacy
 of the Vivos Guides (which in this context we call the Vivos Grow and Vivos Way appliances) to reduce sleep disordered breathing
 (SDB) in children, including snoring, mild to moderate OSA, and Airway Resistance Syndrome (UARS). The children enrolled in this
 study will be using the Vivos Grow/Vivos Way appliance to correct orthodontic issues. They will also present with midfacial hypoplasia
 suitable for palatal expansion. During orthodontic treatment and palatal expansion, the devices will be studied to determine whether
 they can also reduce symptoms of SDB in children. The study will recruit pediatric subjects who have already elected to utilize the
 study device for their orthodontic treatment. If they meet the inclusion and exclusion criteria they can be included in the study.
 Specially, this study will be examining the potential for reduction in sleep apnea and UARS using the AHI, Epworth Sleepiness Scale
 for Children and Adolescents, and changes in upper airway volume.

 of ADHD and other child behavioral issues. We also began a separate trial in March 2023 relating to our Vivos Guides. The
 purpose of the third trial is to establish a connection and treatment between children and behavior issues such as attention-deficit/hyperactivity
 disorder (known as ADHD), bed wetting, problems at school, crowded teeth that may be associated with lack of sleep and or teeth grinding
 with underdeveloped growth of the jaw and teeth positioning.

 Upon
completion of the second and third pediatric clinical trial described above, which is expected to be completed in the during 2024, we
plan to submit a 510(k) application to the FDA requesting pediatric clearances and indications of use for the Vivos Guides.

 - 13 -

 In
addition, we are aggressively pursuing head-to-head comparisons of (i) our DNA device versus tonsillectomy in pediatric OSA, and (ii)
our DNA device vs. routine management of veterans with OSA and post-traumatic stress disorder with potential sites identified and preliminary
work underway.

 Government
Regulation

 Our
products and our operations are subject to extensive regulation by the FDA and other federal and state authorities in the United States,
as well as comparable authorities in the European Economic Area ("EEA"). Our products are subject to regulation as medical
devices under the Federal Food, Drug, and Cosmetic Act, or FDCA, as implemented and enforced by the FDA. The FDA regulates the development,
design, non-clinical and clinical research, manufacturing, safety, efficacy, labeling, packaging, storage, installation, servicing, recordkeeping,
premarket clearance or approval, import, export, adverse event reporting, advertising, promotion, marketing and distribution, and import
and export of medical devices to ensure that medical devices distributed domestically are safe and effective for their intended uses
and otherwise meet the requirements of the FDCA.

 In
addition to U.S. regulations, we are subject to a variety of regulations in the EEA governing clinical trials and the commercial sales
and distribution of our products. Whether or not we have or are required to obtain FDA clearance or approval for a product, we will be
required to obtain authorization before commencing clinical trials and to obtain marketing authorization or approval of our products
under the comparable regulatory authorities of countries outside of the United States before we can commence clinical trials or commercialize
our products in those countries. The approval process varies from country to country and the time may be longer or shorter than that
required for FDA clearance or approval.

 FDA
Premarket Clearance and Approval Requirements

 Unless
an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a 510(k) premarket
notification or pre-market approval (PMA). Under the FDCA, medical devices are classified into one of three classes—Class I, Class
II or Class III—depending on the degree of risk associated with each medical device and the extent of manufacturer and regulatory
control needed to ensure its safety and effectiveness. Class I includes devices with the lowest risk to the patient and are those for
which safety and effectiveness can be assured by adherence to the FDA's General Controls for medical devices, which include compliance
with the applicable portions of the QSR, facility registration and product listing, reporting of adverse medical events, and truthful
and non-misleading labeling, advertising, and promotional materials. Class II devices are subject to the FDA's General Controls,
and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can
include performance standards, post-market surveillance, patient registries and FDA guidance documents. While most Class I devices are
exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a
premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device. The FDA's
permission to commercially distribute a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. Under
the 510(k) process, the manufacturer must submit to the FDA a premarket notification demonstrating that the device is "substantially
equivalent" to either a device that was legally marketed (for which the FDA has not required a PMA submission) prior to May 28,
1976, the date upon which the Medical Device Amendments of 1976 were enacted, or another commercially available device that was cleared
to through the 510(k) process. The FDA has 90 days from the date of the pre-market equivalence acceptance to authorize or decline commercial
distribution of the device. However, similar to the PMA process, clearance may take longer than this three-month window, as the FDA can
request additional data. If the FDA resolves that the product is not substantially equivalent to a predicate device, then the device
acquires a Class III designation, and a PMA must be approved before the device can be commercialized.

 The
Vivos Guides are registered with the FDA as Class I devices for orthodontic tooth positioning. On December 30, 2022 the FDA granted 510(k)
clearance for the DNA appliance to treat mild to moderate obstructive sleep apnea and snoring in adults. This approval
was the first time the FDA has granted such a clearance on an oral appliance with a mechanism of action other than mandibular advancement.
The mRNA appliance has 510(k) clearance from the FDA as a Class II medical device for the treatment of snoring, and mild-to-moderate
OSA in adults. The mmRNA appliance has 510(k) clearance from the FDA as a Class II medical device for jaw repositioning, and for
the treatment of snoring, and mild-to-moderate OSA in adults. In November 2023, our DNA, mRNA and mmRNA appliances were cleared by the
FDA to treat moderate and severe OSA in adults, 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional
therapy, as needed.

 - 14 -

 Devices
deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or some implantable devices, or devices that have
a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed
in Class III, requiring approval of a PMA. Some pre-amendment devices are unclassified but are subject to the FDA's premarket notification
and clearance process in order to be commercially distributed. We do not have any Class III devices.

 PMA
Pathway

 Class
III devices require PMA approval before they can be marketed although some pre-amendment Class III devices for which the FDA has not
yet required a PMA are cleared through the 510(k) process. The PMA process is more demanding than the 510(k) premarket notification process.
In a PMA application, the manufacturer must demonstrate that the device is safe and effective, and the PMA application must be supported
by extensive data, including data from preclinical studies and human clinical trials. The PMA must also contain a full description of
the device and its components, a full description of the methods, facilities and controls used for manufacturing, and proposed labeling.
Following receipt of a PMA application, the FDA determines whether the application is sufficiently complete to permit a substantive review.
If the FDA accepts the application for review, it has 180 days under the FDCA to complete its review of a PMA application, although in
practice, the FDA's review often takes significantly longer, and can take up to several years. An advisory panel of experts from
outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability
of the device. The FDA may or may not accept the panel's recommendation. In addition, the FDA will generally conduct a preapproval
inspection of the applicant or its third-party manufacturers.

 The
FDA will approve the new device for commercial distribution if it determines that the data and information in the PMA application constitute
valid scientific evidence and that there is reasonable assurance that the device is safe and effective for its intended use(s). The FDA
may approve a PMA application with post-approval conditions intended to ensure the safety and effectiveness of the device, including,
among other things, restrictions on labeling, promotion, sale and distribution, and collection of long-term follow-up data from patients
in the clinical study that supported a PMA approval or requirements to conduct additional clinical studies post-approval. The FDA may
condition a PMA approval on some form of post-market surveillance when deemed necessary to protect the public health or to provide additional
safety and efficacy data for the device in a larger population or for a longer period of use. In such cases, the manufacturer might be
required to follow certain patient groups for a number of years and to make periodic reports to the FDA on the clinical status of those
patients. Failure to comply with the conditions of approval can result in material adverse enforcement action, including withdrawal of
the approval.

 Certain
changes to an approved device, such as changes in manufacturing facilities, methods, or quality control procedures, or changes in the
design performance specifications, which affect the safety or effectiveness of the device, require submission of a new PMA application
or a PMA supplement. PMA supplements often require submission of the same type of information as a PMA application, except that the supplement
is limited to information needed to support any changes from the device covered by the original PMA application and may not require as
extensive clinical data or the convening of an advisory panel. Certain other changes to an approved device require the submission of
a new PMA application, such as when the design change causes a different intended use, mode of operation, and technical basis of operation,
or when the design change is so significant that a new generation of the device will be developed, and the data that were submitted with
the original PMA application are not applicable for the change in demonstrating a reasonable assurance of safety and effectiveness.

 Clinical
Trials

 Clinical
trials are almost always required to support a PMA application and are sometimes required to support a 510(k) submission. All clinical
investigations of investigational devices to determine safety and effectiveness must be conducted in accordance with the FDA's
investigational device exemption, or IDE, regulations which govern investigational device labeling, prohibit promotion of the investigational
device, and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If
the device presents a "significant risk" to human health, as defined by the FDA, the FDA requires the device sponsor to submit
an IDE application to the FDA, which must become effective prior to commencing human clinical trials. A significant risk device is one
that presents a potential for serious risk to the health, safety, or welfare of a patient and either is implanted, used in supporting
or sustaining human life, substantially important in diagnosing, curing, mitigating or treating disease or otherwise preventing impairment
of human health, or otherwise presents a potential for serious risk to a subject. An IDE application must be supported by appropriate
data, such as animal and laboratory test results, showing that it is safe to test the device in humans and that the testing protocol
is scientifically sound. The IDE will automatically become effective 30 days after receipt by the FDA unless the FDA notifies us that
the investigation may not begin. If the FDA determines that there are deficiencies or other concerns with an IDE for which it requires
modification, the FDA may require a response on such deficiencies or permit a clinical trial to proceed under a conditional approval.

 - 15 -

 In
addition, the study must be approved by, and conducted under the oversight of, an Institutional Review Board, or IRB, for each clinical
site. The IRB is responsible for the initial and continuing review of the IDE, and may pose additional requirements for the conduct of
the study. If an IDE application is approved by the FDA and one or more IRBs, human clinical trials may begin at a specific number of
investigational sites with a specific number of patients, as approved by the FDA. If the device presents a non-significant risk to the
patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate approval
from the FDA, but must still follow abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators
obtain informed consent, and labeling and record-keeping requirements. Acceptance of an IDE application for review does not guarantee
that the FDA will allow the IDE to become effective and, if it does become effective, the FDA may or may not determine that the data
derived from the trials support the safety and effectiveness of the device or warrant the continuation of clinical trials. An IDE supplement
must be submitted to, and approved by, the FDA before a sponsor or investigator may make a change to the investigational plan that may
affect its scientific soundness, study plan or the rights, safety or welfare of human subjects.

a study, the sponsor is required to comply with the applicable FDA requirements, including, for example, trial monitoring, selecting
clinical investigators and providing them with the investigational plan, ensuring IRB review, adverse event reporting, record keeping
and prohibitions on the promotion of investigational devices or on making safety or effectiveness claims for them. The clinical investigators
in the clinical study are also subject to FDA regulations and must obtain patient informed consent, rigorously follow the investigational
plan and study protocol, control the disposition of the investigational device, and comply with all reporting and recordkeeping requirements.
Additionally, after a trial begins, we, the FDA or the IRB could suspend or terminate a clinical trial at any time for various reasons,
including a belief that the risks to study subjects outweigh the anticipated benefits.

 Post-market
Regulation

 After
a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. These include:

 establishment
 registration and device listing with the FDA;

 QSR
 requirements, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation,
 and other quality assurance procedures during all aspects of the design and manufacturing process;

 labeling
 and marketing regulations, which require that promotion is truthful, not misleading, fairly balanced and provide adequate directions
 for use and that all claims are substantiated, and also prohibit the promotion of products for unapproved or off-label uses and impose
 other restrictions on labeling; FDA guidance on off-label dissemination of information and responding to unsolicited requests for
 information;

 the
 federal Physician Sunshine Act and various state and foreign laws on reporting remunerative relationships with health care customers;

 the
 federal Anti-Kickback Statute (and similar state laws) prohibiting, among other things, soliciting, receiving, offering or providing
 remuneration intended to induce the purchase or recommendation of an item or service reimbursable under a federal healthcare program,
 such as Medicare or Medicaid. A person or entity does not have to have actual knowledge of this statute or specific intent to violate
 it to have committed a violation;

 - 16 -

 the
 federal False Claims Act (and similar state laws) prohibiting, among other things, knowingly presenting, or causing to be presented,
 claims for payment or approval to the federal government that are false or fraudulent, knowingly making a false statement material
 to an obligation to pay or transmit money or property to the federal government or knowingly concealing, or knowingly and improperly
 avoiding or decreasing, an obligation to pay or transmit money to the federal government. The government may assert that claim includes
 items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes
 of the false claims statute;

 clearance
 or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would
 constitute a major change in intended use of one of our cleared devices, or approval of a supplement for certain modifications to
 PMA devices;

 medical
 device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed
 to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or
 contribute to a death or serious injury, if the malfunction were to recur;

 correction,
 removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls
 or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a
 risk to health;

 complying
 with the new federal law and regulations requiring Unique Device Identifiers (UDI) on devices and also requiring the submission of
 certain information about each device to the FDA's Global Unique Device Identification Database (GUDID);

 the
 FDA's recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation
 of governing laws and regulations; and

 post-market
 surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide
 additional safety and effectiveness data for the device.

 We
may be subject to similar foreign laws that may include applicable post-marketing requirements such as safety surveillance. Our manufacturing
processes are required to comply with the applicable portions of the quality system regulation ("QSR"), which cover the methods
and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging,
distribution, installation, and servicing of finished devices intended for human use. The QSR also requires, among other things, maintenance
of a device master file, device history file, and complaint files. As a manufacturer, our facilities, records, and manufacturing processes
are subject to periodic scheduled or unscheduled inspections by the FDA. Our failure to maintain compliance with the QSR or other applicable
regulatory requirements could result in the shut-down of, or restrictions on, our manufacturing operations and the recall or seizure
of our products. The discovery of previously unknown problems with any of our products, including unanticipated adverse events or adverse
events of increasing severity or frequency, whether resulting from the use of the device within the scope of its clearance or off-label
by a physician in the practice of medicine, could result in restrictions on the device, including the removal of the product from the
market or voluntary or mandatory device recalls or a public warning letter that could harm both our reputation and sales. Any potential
consequences of off-label use of the DNA appliance are the responsibility of the treating independent dentist; however, we may face consequences
related to such off-label use. See " Risk Factors— The misuse or off-label use of The Vivos Method may harm our reputation
in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by
regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business."

 - 17 -

 The
FDA has broad regulatory compliance and enforcement powers. If the FDA determines that we failed to comply with applicable regulatory
requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions:

 warning
 letters, untitled letters, fines, injunctions, consent decrees and civil penalties;

 recalls,
 withdrawals, or administrative detention or seizure of our products;

 operating
 restrictions or partial suspension or total shutdown of production;

 refusing
 or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;

 withdrawing
 510(k) clearances or PMAs that have already been granted;

 refusal
 to grant export or import approvals for our products; or

 criminal
 prosecution.

 In
addition to all of the above, the FDA regulates and monitors manufacturers engaged in the fabrication of FDA regulated medical devices
such as those offered by Vivos. Vivos intends to convert its FDA status from an FDA designated "Spec Developer" to a "Manufacturer,"
and as such will become subject to a new level of regulatory compliance and oversight. The company has spent many months in preparation
for this transition, including the adoption of the requisite workflow processes, documentation procedures, and other current good manufacturing
practices. The company expects to be subject to a third-party inspection and readiness evaluation to gain a certification to proceed
forward as a duly approved and compliant manufacturer sometime prior to the end of the first quarter of 2024.

 Regulation
of Medical Devices in Canada

 Canada
regulates the import and sale of medical devices through Health Canada (or HC). HC reviews medical devices to assess their safety, effectiveness,
and quality before being authorized for sale in Canada. HC classifies medical devices into four classifications, with Class I being the
lowest risk and Class IV being the highest. Class I and II devices are often cleared for sale after they are CE marked or listed on the
company's ISO certification and filed via fax-back applications for a Medical Device License (MDL). Obtaining an MDL is comparable
to the FDA 510(k) process. Higher classification risk devices (Class III and IV) require filing dossiers that resemble FDA 510(k) applications.
These applications can range in cost and typically take longer for approval.

 Regulation
of Medical Devices in Australia

 Australia
regulates the import and sale of medical devices through the Therapeutic Goods Administration (TGA) of Australia, a Tier 1 regulatory
body. Registering a medical device with the TGA entails risk-based classification; compliance with quality, safety and performance principles;
compliance with regulatory controls for manufacturing processes; listing in the Australian Register of Therapeutic Goods; and post-market
vigilance programs. Australia follows the standards applied by the International Organization for Standardization (ISO) which is currently
made up of 165 members/countries. Equivalent to the FDA in the United States, the TGA regulates the manufacturing and distribution of
therapeutic goods in Australia.

 Federal,
State and Foreign Fraud and Abuse and Physician Payment Transparency Laws

 In
addition to FDA restrictions on marketing and promotion of drugs and devices, other federal and state laws restrict our business practices.
These laws include, without limitation, foreign, federal, and state anti-kickback and false claims laws, as well as transparency laws
regarding payments or other items of value provided to healthcare providers.

 The
federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving any remuneration
(including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind to induce or in return for
purchasing, leasing, ordering or arranging for or recommending the purchase, lease or order of any good, facility, item or service reimbursable,
in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term "remuneration" has been broadly
interpreted to include anything of value, including stock, stock options, and the compensation derived through ownership interests.

 - 18 -

 Recognizing
that the federal Anti-Kickback Statute is broad and may prohibit many innocuous or beneficial arrangements within the healthcare industry,
the United State Department of Health and Human Services ("DHHS") issued regulations in July 1991, which DHHS has referred
to as "safe harbors." These safe harbor regulations set forth certain provisions which, if met in form and substance, will
assure medical device manufacturers, healthcare providers and other parties that they will not be prosecuted under the federal Anti-Kickback
Statute. Additional safe harbor provisions providing similar protections have been published intermittently since 1991. Although there
are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and
safe harbors are drawn narrowly. Our arrangements with physicians, hospitals and other persons or entities who are in a position to refer
may not fully meet the stringent criteria specified in the various safe harbors. Practices that involve remuneration that may be alleged
to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do not fall within an exception
or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does
not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be
evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Several courts have interpreted the
statute's intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of
federal healthcare covered business, the federal Anti-Kickback Statute has been violated. In addition, a person or entity does not need
to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Moreover, a claim including
items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes
of the federal civil False Claims Act (described below).

 Violations
of the federal Anti-Kickback Statute may result in civil monetary penalties up to $100,000 for each violation, plus up to three times
the remuneration involved. Civil penalties for such conduct can further be assessed under the federal False Claims Act. Violations can
also result in criminal penalties, including criminal fines of up to $100,000 and imprisonment of up to 10 years. Similarly, violations
can result in exclusion from participation in government healthcare programs, including Medicare and Medicaid. Liability under the federal
Anti-Kickback Statute may also arise because of the intentions or actions of the parties with whom we do business. While we are not aware
of any such intentions or actions, we have only limited knowledge regarding the intentions or actions underlying those arrangements.
Conduct and business arrangements that do not fully satisfy one of these safe harbor provisions may result in increased scrutiny by government
enforcement authorities. The majority of states also have anti-kickback laws which establish similar prohibitions and, in some cases,
may apply more broadly to items or services covered by any third-party payor, including commercial insurers and self-pay patients.

 The
federal civil False Claims Act prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented,
a false or fraudulent claim for payment or approval to the federal government or knowingly making, using or causing to be made or used
a false record or statement material to a false or fraudulent claim to the federal government. A claim includes "any request or
demand" for money or property presented to the U.S. government. The federal civil False Claims Act also applies to false submissions
that cause the government to be paid less than the amount to which it is entitled, such as a rebate. Intent to deceive is not required
to establish liability under the civil federal civil False Claims Act.

 In
addition, private parties may initiate "qui tam" whistleblower lawsuits against any person or entity under the federal civil
False Claims Act in the name of the government and share in the proceeds of the lawsuit. Penalties for federal civil False Claim Act
violations include fines for each false claim, plus up to three times the amount of damages sustained by the federal government and,
most critically, may provide the basis for exclusion from government healthcare programs, including Medicare and Medicaid. On May 20,
2009, the Fraud Enforcement Recovery Act of 2009 (FERA), was enacted, which modifies and clarifies certain provisions of the federal
civil False Claims Act. In part, the FERA amends the federal civil False Claims Act such that penalties may now apply to any person,
including an organization that does not contract directly with the government, who knowingly makes, uses or causes to be made or used,
a false record or statement material to a false or fraudulent claim paid in part by the federal government. The government may further
prosecute conduct constituting a false claim under the federal criminal False Claims Act. The criminal False Claims Act prohibits the
making or presenting of a claim to the government knowing such claim to be false, fictitious or fraudulent and, unlike the federal civil
False Claims Act, requires proof of intent to submit a false claim. When an entity is determined to have violated the federal civil False
Claims Act, the government may impose civil fines and penalties ranging from $11,181 to $22,363 for each false claim, plus treble damages,
and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs.

 - 19 -

 The
Civil Monetary Penalty Act of 1981 imposes penalties against any person or entity that, among other things, is determined to have presented
or caused to be presented a claim to a federal healthcare program that the person knows or should know is for an item or service that
was not provided as claimed or is false or fraudulent, or offering or transferring remuneration to a federal healthcare beneficiary that
a person knows or should know is likely to influence the beneficiary's decision to order or receive items or services reimbursable
by the government from a particular provider or supplier.

 HIPAA
also created additional federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting
to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling
or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly
and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement
in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute,
a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed
a violation.

 Many
foreign countries have similar laws relating to healthcare fraud and abuse. Foreign laws and regulations may vary greatly from country
to country. For example, the advertising and promotion of our products is subject to EU Directives concerning misleading and comparative
advertising and unfair commercial practices, as well as other EEA Member State legislation governing the advertising and promotion of
medical devices. These laws may limit or restrict the advertising and promotion of our products to the general public and may impose
limitations on our promotional activities with healthcare professionals. Also, many U.S. states have similar fraud and abuse statutes
or regulations that may be broader in scope and may apply regardless of payor, in addition to items and services reimbursed under Medicaid
and other state programs.

 Additionally,
there has been a recent trend of increased foreign, federal, and state regulation of payments and transfers of value provided to healthcare
professionals or entities. The federal Physician Payments Sunshine Act imposes annual reporting requirements on certain drug, biologics,
medical supplies and device manufacturers for which payment is available under Medicare, Medicaid or Children's Health Insurance
Program ("CHIP"), for payments and other transfers of value provided by them, directly or indirectly, to physicians (including
physician family members), certain other healthcare providers, and teaching hospitals, as well as ownership and investment interests
held by physicians and their immediate family members. A manufacturer's failure to submit timely, accurately and completely the
required information for all payments, transfers of value or ownership or investment interests may result in civil monetary penalties
ranging from $1,000 to $10,000 for each payment or other transfer of value that Is not reported (up to a maximum per annual report of
$150,000) and from $10,000 to $100,000 for each knowing failure to report (up to a maximum per annual report of $1,150,000). Manufacturers
must submit reports by the 90 th day of each calendar year. Certain foreign countries and U.S. states also mandate implementation
of commercial compliance programs, impose restrictions on device manufacturer marketing practices and require tracking and reporting
of gifts, compensation and other remuneration to healthcare professionals and entities. Additionally, there are criminal penalties if
an entity intentionally makes false statement in such reports. With some exceptions, the information that manufacturers report is made
publicly available.

 Data
Privacy and Security Laws

 We
are also subject to various federal, state and foreign laws that protect the confidentiality of certain patient health information, including
patient medical records, and restrict the use and disclosure of patient health information by healthcare providers, such as HIPAA, as
amended by HITECH, in the United States.

 HIPAA
established uniform standards governing the conduct of certain electronic healthcare transactions and requires certain entities, called
covered entities, to comply with standards that include the privacy and security of protected health information, or PHI. HIPAA also
requires business associates, such as independent contractors or agents of covered entities that have access to PHI in connection with
providing a service to or on behalf of a covered entity, of covered entities to enter into business associate agreements with the covered
entity and to safeguard the covered entity's PHI against improper use and disclosure.

 - 20 -

 The
HIPAA privacy regulations cover the use and disclosure of protected health information by covered entities as well as business associates,
which are defined to include subcontractors that create, receive, maintain, or transmit protected health information on behalf of a business
associate. They also set forth certain rights that an individual has with respect to his or her protected health information maintained
by a covered entity, including the right to access or amend certain records containing protected health information, or to request restrictions
on the use or disclosure of protected health information. The security regulations establish requirements for safeguarding the confidentiality,
integrity, and availability of protected health information that is electronically transmitted or electronically stored. HITECH, among
other things, established certain health information security breach notification requirements. A covered entity must notify any individual
whose protected health information is breached according to the specifications set forth in the breach notification rule. The HIPAA privacy
and security regulations establish a uniform federal "floor" and do not supersede state laws that are more stringent or provide
individuals with greater rights with respect to the privacy or security of, and access to, their records containing protected health
information or insofar as such state laws apply to personal information that is broader in scope than protected health information as
defined under HIPAA.

 HIPAA
requires the notification of patients, and other compliance actions, in the event of a breach of unsecured protected health information,
or PHI. If notification to patients of a breach is required, such notification must be provided without unreasonable delay and in no
event later than 60 calendar days after discovery of the breach. In addition, if the PHI of 500 or more individuals is improperly used
or disclosed, we would be required to report the improper use or disclosure to DHHS, Office of Civil Rights, which would post the violation
on its website, and to the media. Failure to comply with the HIPAA privacy and security standards can result in civil monetary penalties
up to $59,522 per violation, not to exceed $1,785,651 per calendar year for non-compliance of an identical provision, and, in certain
circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment.

 HIPAA
authorizes state attorneys general to file suit on behalf of their residents for violations. Courts are able to award damages, costs
and attorneys' fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing
individuals to file suit against us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care
cases in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. In addition, HIPAA mandates that
the Secretary of DHHS conduct periodic compliance audits of HIPAA covered entities, such as us, and their business associates for compliance
with the HIPAA privacy and security standards. It also tasks DHHS with establishing a methodology whereby harmed individuals who were
the victims of breaches of unsecured PHI may receive a percentage of the civil monetary penalty paid by the violator.

Reform

 Economic,
political and regulatory influences are continuously causing fundamental changes in the healthcare industry in the United States. In
2010, the U.S. Congress enacted and President Obama signed into law, significant reforms to the U.S. healthcare system. These reforms,
contained primarily in the Patient Protection and Affordable Care Act of 2010 (the "PPACA") and its companion act, the Health
Care Education and Reconciliation Act of 2010 (collectively, the "Health Reform Laws"), significantly altered the U.S. healthcare
system by authorizing, among many other things: (i) increased access to health insurance benefits for the uninsured and underinsured
populations; (ii) new facilitators and providers of health insurance, as well as new health insurance purchasing access points (i.e.,
exchanges); (iii) incentives for certain employer groups to purchase health insurance for their employees; (iv) opportunities for subsidies
to certain qualifying individuals to help defray the cost of premiums and other out-of-pocket costs associated with the purchase of health
insurance, and over the longer term; and (v) mechanisms to foster alternative payment and reimbursement methodologies focused on outcomes,
quality and care coordination. In addition, certain states in which we operate are periodically considering various healthcare reform
proposals.

 Since
their passage in 2010, the Health Reform Laws have triggered many changes to the U.S. healthcare system, some of which took effect (e.g.,
the subsequently eliminated individual mandate penalty) while others have continued to be delayed and subsequently repealed (e.g., the
medical device tax). The Health Reform Laws also have faced several challenges and remain subject to ongoing efforts to repeal or modify
the laws. For example, President Trump issued an Executive Order 13765 (Minimizing the Economic Burden of the Patient Protection and
Affordable Care Act Pending Repeal) on January 20, 2017 granting authority to certain executive departments and agencies to minimize
the economic burden of the PPACA. However, President Biden revoked this Executive Order on January 28, 2021 (as part of President Biden's
Executive Order on Strengthening Medicaid and the Affordable Care Act) and directed heads of departments to "consider whether to
suspend, revise, or rescind — and, as applicable, publish for notice and comment proposed rules suspending, revising, or rescinding"
actions taken by the Trump Administration which may hinder the operation of the Health Reform Laws.

 - 21 -

 Nevertheless,
the core tenets of the Health Reform Laws remain in effect with several exceptions. The individual mandate penalty was eliminated beginning
in 2019 through the Tax Cuts and Jobs Act of 2017. In addition, on December 20, 2019, the Further Consolidated Appropriations Act, 2020
was signed into law which repealed several provisions that were included in the Health Reform Laws to pay for the increased federal spending
associated with the Health Reform Laws. Specifically, Congress: (i) repealed the Medical Device Excise Tax, which imposed a 2.3% excise
tax on manufacturers, producers and importers of certain medical devices; (ii) repealed the health insurance tax, which applies to most
fully insured plans, beginning in 2021; and (iii) repealed the so-called Cadillac Tax, which imposed an excise tax of 40% on premiums
for employer-sponsored individuals and families that exceeded a certain minimum threshold. Prior to these changes Congress had passed
a short-term spending bill as part of the Continuing Appropriations Act of 2018 that delayed the implementation of these provisions and
eliminated the Independent Payment Advisory Board, which was a 15- member panel of healthcare experts created by the Health Reform Laws
and tasked with making annual cost-cutting recommendations for Medicare if Medicare spending exceeded a specified growth rate.

 The
Health Reform Laws have also been the subject of litigation. In particular, in 2019, a collection of 20 state governors and state attorneys
general (subsequently two states have dropped out) filed a lawsuit against the federal government in the Northern District of Texas seeking
to enjoin the entire Health Reform Laws following the elimination of the individual mandate penalty. The District Court ruled that without
the penalty the individual mandate was unconstitutional and further held that all other provisions of the Health Reform Laws should be
overturned as well. The U.S. Court of Appeals for the 5th Circuit affirmed the trial court's decision; however, instead of deciding
whether the rest of the PPACA must be struck down, the 5th Circuit sent the case back to the trial court for additional analysis. In
March of 2020 the United States Supreme Court agreed to review the case and heard oral arguments on November 10, 2020. On June 17, 2021,
the Supreme Court held that the plaintiffs lacked standing and reversed the Fifth Circuit's judgment in respect to standing, vacated
the Fifth Circuit's judgment, and remanded the case with instructions to dismiss the case. Subsequently the Fifth Circuit vacated
the judgement of the District Court in its entirety and remanded the case to the District Court with instructions to dismiss. The District
Court finally dismissed the case on July 27, 2021.

 In
2021 President Biden issued an Executive Order on Strengthening Medicaid and the Affordable Care Act, directing heads of departments
to review and potentially revoke or revise these Trump-era actions. In light of the ongoing efforts to alter the Health Reform Laws,
we are unable at this time to predict the full impact that potential changes will have on our business, including provisions in the Health
Reform Laws related to Medicare payments, mechanisms to foster alternative payment and reimbursement methodologies focused on outcomes,
quality and care coordination, Medicare enrollment and claims submission requirements and revisions to other federal healthcare laws
such as the federal Anti-Kickback Statute, the Stark Law and the federal False Claims Act.

 We
anticipate, however, that federal and state governments will continue to review and assess alternative healthcare delivery systems and
payment methodologies, and that public debate regarding these issues will continue in the future. Changes in the law or new interpretations
of existing laws can have a substantial effect on permissible activities, the relative costs associated with doing business in the healthcare
industry, and the amount of reimbursement available from government and other payors. Any repeal or modification of the Health Reform
Laws may materially adversely impact our business, financial condition, results of operations, cash flow, capital resources and liquidity.
In addition, the potential proposals for alternative legislation to replace the Health Reform Laws may have an adverse impact on our
business.

 Anti-Bribery
and Corruption Laws

 We
are subject to the Foreign Corrupt Practices Act ("FCPA"). We are required to comply with the FCPA, which generally prohibits
covered entities and their intermediaries from engaging in bribery or making other prohibited payments to foreign officials for the purpose
of obtaining or retaining business or other benefits. In addition, the FCPA imposes accounting standards and requirements on publicly
traded U.S. corporations and their foreign affiliates, which are intended to prevent the diversion of corporate funds to the payment
of bribes and other improper payments, and to prevent the establishment of "off books" slush funds from which such improper
payments can be made. We also are subject to similar anticorruption legislation implemented in Europe under the Organization for Economic
Co-operation and Development's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

 - 22 -

 Human
Capital Resources

 As
of December 31, 2023, we had 114 full-time employees. None of our employees are represented by a union. We consider our relations with
our employees to be good but we do have a Whistleblower Hotline setup for employees to confidentially report concerns. Of our current
employees, approximately three are part of finance and accounting, nine are involved in senior management, 10 in sales and marketing,
one in research, development and regulatory and 91 in operations. Our headcount has been significantly reduced in the past year as part of our cost cutting initiatives, and restructuring
of our operations.

 We
value the importance of retention, growth and development of our employees and we believe we offer competitive compensation (including
salary, incentive bonus, and equity) and benefits packages. We traditionally will benchmark compensation with external sources to verify
that positions are paid in-line with the market. Our corporate culture is built on passion – we believe in the company's
vision of ridding the world of sleep apnea and hire employees who want to share that same passion. We hold annual company-wide training
courses and host regularly scheduled management meetings where management communicates notable corporate developments to be disseminated
to employees, as well as periodic corporate all hands meetings. We are always looking for additional ways to diversify our workforce.
We will continue to promote a work environment that is based on the fundamental principles of human dignity, equality and mutual respect.
In addition, we are committed to providing a safe and healthy work environment for all of our employees. In response to the COVID-19
pandemic, we have required personal protective equipment for patient-facing employees in addition to requiring daily health questionnaires
and temperature checks. Many employees work remotely, and we have limited travel as a result of the pandemic. We will continue to support
our workforce during these unprecedented circumstances to ensure their safety and well-being.

 Corporate
History

 Formation

 We
were originally organized on July 7, 2016 in Wyoming as Corrective BioTechnologies, Inc. On September 6, 2016, we changed our name from
Corrective BioTechnologies, Inc. to Vivos BioTechnologies, Inc. On March 2, 2018, we changed our name from Vivos BioTechnologies, Inc.
to Vivos Therapeutics, Inc. During our formation in 2016, we issued an aggregate of 37,334 shares of common stock to a group of our founders,
including Summit Capital USA (now Upeva, Inc., 26,667 shares), Regal Capital Venture Partners LLC (6,667 shares) and Thomas P. Madden
(4,000 shares) at a purchase price of $0.01 per share (for an aggregate of $280 of proceeds).

 Acquisition
of BioModeling Solutions, Inc. and First Vivos, Inc.

 In
August and September 2016, we completed, by way of a share exchange, an agreement to acquire the business and operations of (1) BMS (now
a wholly-owned subsidiary), which was engaged in the manufacture and sale of our patented DNA appliance and FDA cleared
mRNA appliance (collectively with special proprietary treatment modalities that comprises The Vivos Method), and (2)
First Vivos, Inc., a Texas corporation ("First Vivos"), which proposed to develop and operate a retail chain of Vivos Centers
with specially trained dentists that offer The Vivos Method and corroborating physicians. In connection with the share exchange with
BMS, we issued 3,333,334 shares of common stock to the shareholders of BMS (including, but not limited to, Dr. G. Dave Singh, our founder
and former Chief Medical Officer and director, who received 3,219,705 shares) in exchange for 12,423,500 shares of BMS, which constitutes
100% ownership interest in BMS. In connection with the share exchange with First Vivos, we issued 3,333,334 shares of common stock to
the shareholders of First Vivos (including, but not limited to, R. Kirk Huntsman, our co-founder, Chairman of the Board and Chief Executive
Officer, who received 1,833,334 shares) in exchange for 5,000 shares of First Vivos, which constitutes 100% ownership interest in First
Vivos.

 The
transaction was accounted for as a reverse acquisition and recapitalization, with BMS as the acquirer for financial reporting and accounting
purposes. Upon the consummation of the acquisition, the historical financial statements of BMS became our historical financial statements
and continued to be recorded at their historical carrying amounts.

 - 23 -

 Adoption
of Stock and Option Award Plan

 On
April 18, 2019, our stockholders approved the adoption of a stock and option award plan (the "2019 Plan"), under which 13,334
shares were reserved for future issuance for options, restricted stock awards and other equity awards. On June 18, 2020, our stockholders
approved an amendment and restatement of the 2019 Plan to increase the number shares or our common stock available for issuance thereunder
by 33,334 share of common stock such that, after amendment and restatement of the 2019 Plan, for a total of 46,667 shares of common stock
available for issuance under the 2019 Plan. On September 22, 2023, our stockholders approved an amendment and restatement of the 2019
Plan to increase the number shares or our common stock available for issuance thereunder by 80,000 shares of common stock such that,
after amendment and restatement of the 2019 Plan, 126,667 shares of common stock are available for issuance under the 2019 Plan. As of
December 31, 2023, awards (in the form of options) for an aggregate of 73,917 shares of common stock have been issued under our 2019
Plan.

 Approval
of Transfer of Corporate Domicile and Reverse Stock Split

 On
April 18, 2019, our stockholders voted to authorize our board of directors to recapitalize our common stock by way of reverse stock split
at a ratio of up to one for three. In addition, on such date, our shareholders also authorized our board of directors to transfer our
corporate domicile from Wyoming to another U.S. state. Our board of directors elected not to implement the reverse stock split transfer
of corporate domicile at that time.

 Effective
August 12, 2020, we transferred our corporate domicile and became a Delaware corporation pursuant to Section 17-16-1720 of the Wyoming
Business Corporation Act and Section 265 of the Delaware General Corporation Law. As a result of the transfer of corporate domicile,
each share of capital stock of Vivos Wyoming became a share of capital stock of Vivos Delaware on a one-to-one basis, and such shares
shall carry the same terms in all material respects as the shares of Vivos Wyoming. The transfer of corporate domicile has heretofore
been approved by the board of directors and majority shareholders of Vivos Wyoming.

 On
July 30, 2020, prior to the transfer of our corporate domicile from Wyoming to Delaware, we implemented a one-for-three reverse stock
split of our outstanding common stock pursuant to which holders of Vivos Wyoming's outstanding common stock received one share
of common stock for every three shares of common stock held. Unless the context expressly dictates otherwise, all references to share
and per share amounts referred to in the Annual Report reflect the reverse stock split.

 On
October 25, 2023, we effected a reverse stock split of outstanding shares of common stock at a ratio of 1-for-25. The reverse stock split,
which was approved by the Company's Board of Directors under authority granted by the Company's stockholders at the Company's
2023 Annual Meeting of Stockholders held on September 22, 2023, was consummated pursuant to a Certificate of Amendment filed with the
Secretary of State of Delaware on October 25, 2023. Unless the context expressly dictates otherwise, all references to share and per
share amounts referred to in the Annual Report reflect the reverse stock split.

 Segment
Information

 We
manage our business within one reportable segment. Segment information is consistent with how management reviews our business, makes
investing and resource allocation decisions, and assesses our operating performance.

 Corporate
Information

 Our
principal offices are located at 7921 Southpark Plaza, Suite 210, Littleton, Colorado 80120, and our telephone number is (844) 672-4357.
Our website is www.vivos.com. Our website and the information on or that can be accessed through such website are not part of
this Annual Report on Form 10-K.

 - 24 -

 Available
Information

 We
maintain a website at www.vivos.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free
of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
The reference to our website address does not constitute incorporation by reference of the information contained on our website, and
you should not consider the contents of our website in making an investment decision with respect to our common stock.

 Item
1A. Risk Factors.

 Investing
in our common stock is highly speculative and involves a significant degree of risk. Before you invest in our securities,
you should give careful consideration to the following risk factors, in addition to the other information included in this Annual Report
on Form 10-K, including our financial statements and related notes, before deciding whether to invest in our securities. The occurrence
of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial
condition, results of operations or prospects. In that case, the trading price of our common stock could decline, and you may lose all
or part of your investment.

 Risks
Related to Our Business and Industry

 Our
business has a limited operating history, and we continue to refine our business model, which makes it difficult to evaluate our past
performance and future prospects. Moreover, we have recently made significant strategic, operational and staffing changes to our business,
and it is impossible to know how or if such changes will affect future revenue and earnings.

 Our
business was formed only in 2016, and therefore there is limited historical data on which to evaluate our company. This is particularly
true because our current VIP-focused business model only commenced in mid-2018. In addition, since the roll out of our VIP-focused business
model, we have continued to refine our strategies, for example by experimenting with different VIP enrollment and subscription plans
and by adding strategic offerings like OMT. Therefore, there is limited and evolving or differing historical operating data on which
to evaluate the results of and prospects for our current business model.

 We
have a history of operating losses and may never achieve cash flow positive or profitable results of operations.

 Since
our inception, we have not been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ended December
31, 2023 and 2022, we reported net losses of $13.6 million and $23.8 million respectively, and negative cash flow from operating activities
of $11.9 million and $19.6 million, respectively. As of December 31, 2023, we had an accumulated deficit of approximately $93.1
million and ended the period with approximately $1.6 million in cash and cash equivalents. As of December 31, 2023, the Company had total liabilities
of approximately $10.3 million. We anticipate that we will continue to report losses and negative cash flow until we can substantially
increase our revenues, which we may be unable to do. There is therefore a risk that we will be unable to operate our business in a manner
that generate positive cash flow or profit, and our failure to increase our revenues, generate positive cash flow and operate our business
profitably would damage our reputation and stock price.

 Our
VIP program is a relatively new business model for us, and management has limited experience operating this model.

 Our
VIP program is a relatively new business model for us, and members of our management team have only a few years of experience in operating
our company through this model. As a result, our historical financial results may not be comparable to future results. Also, we are subject
to many risks associated with the VIP business model, some of which we have faced and some which we may be unable to presently identify,
such as risks associated pricing, competition, marketing and regulatory matters. Moreover, our ability to onboard new VIPs may be impeded
by the investments VIPs must make in adapting their practices to the use of The Vivos Method. We cannot assure you that management will
be able to recruit and adopt new VIPs. Any such failure may have an adverse impact on our business, financial condition and results of
operations.

 - 25 -

 We
will need to raise additional capital to bolster our stockholders' equity and to fund and grow our business. Such funding, even
if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital
on commercially reasonable terms in a timely manner or at all, which could adversely affect our liquidity, financial position, and ability
to continue operations.

 We
have a present need for additional capital to fund and grow our business, as well as to bolster our stockholders' equity for Nasdaq
Stock Market purposes. We will need to obtain additional financing either through borrowings, private offerings, public offerings, or
some type of business combination, such as a merger, or buyout, and there can be no assurance that we will be successful in such pursuits.
We may be unable to acquire the additional funding necessary to fund our growth or to continue operating. Accordingly, if we are unable
to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or
more lines of business or all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. Any of
these possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result
in our investors losing all of their investment in our company.

 Even
if we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future
sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices
at which our shares currently trade. Our inability to raise capital, coupled with our inability to generate adequate cash from operations,
could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of
additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional
and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our operations and liquidity and ability to pay dividends.
In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure
you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable
terms could have a material adverse effect on our liquidity and financial condition.

 Additionally,
starting in 2022 and through 2023, we have been engaged in an active process of reducing staff, eliminating or renegotiating certain
vendor contracts, strategically reorganizing our business and revamping our business model. Further such steps, or even more, may be
required before management is satisfied that we are positioned to succeed or even survive, and there is a risk that we will be unable
to implement cost cutting programs effectively.

 We
have identified material weaknesses in our internal control over financial reporting.

 In
connection with the audit of our consolidated financial statements for the years ended December 31, 2023, 2022 and 2021, we and our
independent registered public accounting firm identified a material weakness in our internal control over financial reporting. A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements
will not be prevented or detected on a timely basis. The material weakness in our case related to the operating effectiveness of our
review controls in that we did not put the appropriate resources in place to be able to identify technical accounting issues and
perform review functions appropriately. Material errors were also identified in our analysis and review of our VIP contracts for
applicable factors to meet the definition of a contract under ASC 606 Contracts with Customers, step 1, and our evaluation of
our note receivable with respect to our former Orem dental clinic for impairment in accordance with ASC 310 Receivables.

 Furthermore,
in 2022 we did not put the appropriate resources in place to be able to identify technical accounting issues and perform review functions
appropriately related to revenue recognition. Material errors were identified in our ability to determine that its existing revenue recognition
policy was consistent with the guidance in ASC 606. After analyzing contracts using the five-step process in ASC 606, we have determined
that for both VIP enrollment contracts and Orofacial Myofunctional Therapy (MyoCorrect), modifications to our revenue recognition policies
were required in order to identify the performance obligations and recognize the revenue as the performance obligations are satisfied
or over the customer life as applicable.

 Additionally, we did not put the appropriate resources in place to be able to identify technical accounting issues and perform review functions appropriately. As a consequence, we did not effectively design, implement, and operate process-level control activities related to order-to-cash (including revenue, trade receivables, allowance for doubtful accounts, deferred revenue, and bad debt expense), procure-to-pay (including prepaid expenses), hire-to-pay (including compensation expense), and leases. These control deficiencies resulted in immaterial misstatements, some of which were corrected, in the consolidated financial statements as of and for the year ended December 31, 2022. These control deficiencies, aggregated, create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis.

 - 26 -

 In
summary, as of December 31, 2022 we identified material weaknesses related to the operating effectiveness of our review controls in
that we did not put the appropriate resources in place to be able to identify and account for technical accounting issues and
perform review functions appropriately.

 For the year ended December 31, 2023, we began to implement a remediation plan to address the material weakness derived from the deficiencies and errors noted above. While we believe that at December 31, 2023, we had taken great strides to complete the full remediation of all of our internal control deficiencies and associated material weakness by undertaking the plan described in Item 9A of this Report, we believe that additional review and testing is required in the coming periods during 2024 before we can affirmatively declare that the material weakness has been fully remediated.

 If
we are unable to remedy these or similar material weakness that may arise in the future, or if we generally fail to establish and maintain
effective internal controls appropriate for a public company, we may be unable to produce timely and accurate financial statements, and
we may continue to conclude that our internal control over financial reporting is not effective, which could adversely impact our investors'
confidence and our stock price. Delays in filing our periodic reports have led and could in the future lead to the loss of our ability
to use certain "short form" registration statements (including "shelf" registration statements used for more
efficient fundraising).

 We
expect to derive a substantial portion of our prospective future revenue from sales of our appliances and treatments, which leaves us
reliant on the commercial viability of The Vivos Method.

 Currently,
our primary product is The Vivos Method, inclusive of MyoCorrect and our SleepImage HST. Our secondary source of revenue is our clinical
training and practice support programs, including Billing Intelligence Services, Airway Intelligence System and AireO 2. We
expect that sales of the component aspects of The Vivos Method and our services to our VIPs related to the use of such treatments will
account for a significant majority of our prospective revenue for the foreseeable future. We currently market and sell our appliances
(which are central to The Vivos Method) primarily in the United States and Canada, with a very limited presence in Australia. The Vivos
Method is different from current surgical and non-surgical treatments dentofacial abnormalities and/or mild to severe OSA and snoring,
therefore we cannot assure you that dentists in corroboration with physicians will use The Vivos Method or become VIPs, and demand for
The Vivos Method may decline or may not increase as quickly as we expect. Also, we cannot assure you that The Vivos Method will compete
effectively as a treatment alternative to other more well-known and well-established therapies, such as CPAP, mandibular advancement,
or palatal surgical procedures. Since The Vivos Method currently represents our primary product, and since our VIP program is our primary
means of commercialization, we are significantly reliant on the level of recurring sales of The Vivos Method treatment and decreased
or lower than expected sales or recruitment and maintenance of new VIPs would cause us to lose all or substantially all of our revenue.

 A
material portion of our future revenue is expected to derive from sales and enrollments of new dentists into our Vivos Integrated Practice
(VIP) program, including dentists who are part of a DSO which leaves us reliant on the willingness of dentists and/or DSO groups to continue
to enroll.

 We
believe that The Vivos Method is the first commercially available treatment based on our proprietary technology for the treatment of
dentofacial abnormalities and/or mild to severe OSA. Our success depends both on the sufficient acceptance and adoption by the medical/dental
community of The Vivos Method as a non-invasive treatment for the treatment of dentofacial abnormalities and/or mild to severe OSA. Currently,
a relatively limited number of dentists and other medical clinicians provide treatment with The Vivos Method. We cannot predict how quickly,
if at all, the medical/dental community will accept The Vivos Method, or, if accepted, the extent of its use. For us to be successful:

 our
 dentist customers and referring physicians must believe that The Vivos Method offers meaningful clinical and economic benefits for
 the treating provider and for the patient as compared to the other surgical and non-surgical procedures or devices currently being
 used to treat individuals with dentofacial abnormalities and/or mild to severe OSA and referring physicians must write a prescription
 for the use of a Class II Vivos appliance;

 our
 dentist customers must believe patients will pay for The Vivos Method out-of-pocket, and patients must believe that paying out-of-pocket
 for treatment in The Vivos Method is the best alternative to either doing nothing or entering into another treatment option; and

 Our
 dentist customers must be willing to pay us for the right to become VIPs and to commit the time and resources required to learn the
 new clinical and technical skills and invest in the technology required to treat patients with dentofacial abnormalities and/or mild
 to severe OSA using The Vivos Method. Independent dentists as well as dentists affiliated with a DSO may not desire to continue to
 enroll in our VIP or DSO program.

 - 27 -

 In
reference to the treatment of mild to severe OSA and snoring, studies have shown that a significant percentage of people who have OSA
remain undiagnosed and therefore do not seek treatment. Many of those patients who are diagnosed with OSA may be reluctant to seek treatment
because of the significant costs of treatment given the less severe nature of their condition, the potentially negative lifestyle effects
of traditional treatments, and the lack of awareness of new treatment options. If we are unable to increase public awareness of the prevalence
of OSA or if the medical/dental community is slow to adopt or fails to adopt The Vivos Method as a treatment for their patients, we would
suffer a material adverse effect on our business, financial condition and results of operations.

 The
failure of large U.S. customers or DSO to pay for their purchases of The Vivos Method products and services on a timely basis could reduce
our future sales revenue and negatively impact our liquidity.

 The
timing and extent of our future growth in sales revenue depends, in part, on our ability to continue to increase the number of U.S. dentists
using The Vivos Method, as well as expanding the number of The Vivos Method treatments used by these physicians/dentists. To the extent
one or more of our large U.S. dentist customers or DSO groups fails to pay us on a timely basis, we may be required to discontinue selling
to these organizations and find new customers, which could reduce our future sales revenue and negatively impact our liquidity.

 We
face risks from negative publicity from unregistered oral appliances which has and may continue to hurt our sales.

 On
or about March 1, 2023, CBS News reported the tragic case of a woman with a malocclusion and breathing problem who had received treatment
via a fixed oral appliance known as the AGGA (Anterior Growth Guidance Appliance). According to the televised CBS report, the device
created serious issues with her dentition and jaws, resulting in the loss of several anterior teeth. The patient filed a $10 million
lawsuit against the treating dentist. News of this lawsuit quickly spread throughout the country, and particularly within the dental
and orthodontic communities. Within days, rumors and wildly untrue statements were published on social media platforms and elsewhere
that began to associate and confuse our appliances with the AGGA. Our company was not named in the lawsuit, nor was our device implicated
in creating the tooth displacement and other concerns that gave rise to the lawsuit. We have never had any association or affiliation
with the AGGA device or its promoters, nor have we ever endorsed these kind of counterfeit fixed oral appliances that make unproven and
unsubstantiated claims. The AGGA is a non-FDA cleared oral appliance. We believe that the publicity regarding the AGGA device generated
confusion and apprehension amongst both existing VIP dentists and other non-affiliated dentist prospects. We believe that our VIP enrollments
and sales of our appliances in the first and second quarter of 2023 decreased as a result of the negative publicity. The persistence
of negative publicity regarding the use of oral appliances to treat OSA could continue to have a material adverse effect on our revenue
and overall results of operations.

 The
failure to expand our market penetration with DME distribution agreements would adversely affect our revenue and results of operations.

2023, we entered into distribution collaborations with third parties to expand access of our products to potential patients. We hope
that these strategic initiatives will lead to revenue growth opportunities for us in 2024 and beyond, and our ability to capitalize on
these initiatives is expected to be a material aspect of our sales and marketing program going forward. These distribution agreements
could be subject to the success from a pilot program, and regulatory approvals prior to us being able to fully deploy these arrangements.
The failure of any pilot program or to obtain regulatory approval could lead to termination of a DME relationship. Even if our DME distribution
arrangements proceed, we may not be able to achieve our planned growth or, even if we are able to expand our market penetration as planned,
any new territories may not be profitable or otherwise perform as planned. Failure to successfully implement our growth strategy with
DMEs would have an adverse impact on our business, financial condition, and results of operations.

 - 28 -

 We
face risks relating to public health conditions such as the COVID-19 pandemic, which could adversely affect our dentist customers, our
business and our results of operations.

 Our
business and prospects have been and could continue to be materially adversely affected by the COVID-19 pandemic or recurrences of COVID-19
(such as has occurred in the fall of 2020 and into 2021) or any other similar diseases in the future. Material adverse effects from COVID-19
and similar diseases could result in numerous known and currently unknown ways including from quarantines and lockdowns which impair
our marketing and sales efforts to dentists or other medical professionals. During the COVID-19 pandemic, dental offices throughout the
U.S. and Canada shut down for extended periods of time (and may be shut down again due to recurrences of COVID-19), thus negatively impacting
our product revenues. The pandemic and reactions to the pandemic or future outbreaks of COVID-19 and variants of COVID-19 could also
impair the timing of obtaining necessary consents and approvals from the FDA, as its employees could also be under such quarantines and
lockdowns and their time could be mandatorily required to be allocated to more immediate global and domestic concerns relating to COVID-19.
In addition, we purchase materials for our products from suppliers located in affected areas, and we may not be able to procure required
components or secure manufacturing capability. The effects of the COVID-19 pandemic have also placed travel restrictions on us and our
VIPs, as well as temporary closures of the facilities of our suppliers and our VIPs as non-essential medical and dental procedures have
been limited, which could also adversely impact our business. In addition, a significant outbreak of contagious diseases in the human
population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries,
resulting in an economic downturn that could reduce the demand for our products and impair our business prospects including as a result
of being unable to raise additional capital on acceptable terms to us, if at all.

 We
may not be able to successfully implement our growth strategy for our VIPs on a timely basis or at all, which could harm our business,
financial condition, and results of operations.

 The
growth of our VIP base depends on our ability to execute our plan to recruit and enroll new VIPs. Our ability to recruit and enroll VIPs
depends on many factors, including our ability to:

 achieve
 brand awareness in new and existing markets;

 convince
 potential VIPs of the value of our products and services and to make the required investments in becoming a VIP and using The Vivos
 Method;

 manage
 costs, which could give rise to delays or cost overruns;

 recruit,
 train, and retain qualified dentists, dental hygienists, physicians, physician assistants, medical technologists and other staff
 in our local markets;

 obtain
 favorable reimbursement rates for services rendered at VIP offices;

 outperform
 competitors; and

 maintain
 adequate information systems and other operational system capabilities.

 Further,
applicable laws, rules and regulations (including licensure requirements) could negatively impact our ability to recruit and enroll VIPs.

 Accordingly,
we may not be able to achieve our planned growth or, even if we are able to grow our VIP base as planned, any new VIPs may not be profitable
or otherwise perform as planned. Failure to successfully implement our growth strategy would likely have an adverse impact on our business,
financial condition, and results of operations.

 The
long-term success of our VIP program is highly dependent on our ability to successfully identify, recruit and enroll target independent
dental practices as well as to convince other medical professionals to participate in the treatment of OSA with our products and services.

 To
achieve our growth strategy, we will need to identify, recruit, and enroll new VIPs and have them operate on a profitable and recurring
basis. We consider numerous factors in identifying target markets where we can enter or expand. The number and timing of new VIPs enrolled
during any given period may be negatively impacted by several factors including, without limitation:

 the
 identification and availability of attractive practices to be VIPs;

 - 29 -

 our
 ability to successfully identify and address pertinent risks and benefits during the onboarding process, including designing, implementing
 and as necessary modifying pricing programs for VIP enrollment and subscription fees that are acceptable to dental practices;

 the
 proximity of VIPs to one of our or our competitors' existing centers;

 our
 VIP's ability to obtain required governmental licenses, permits and authorizations on a timely basis; and

 our
 VIP's ability to recruit qualified dentists, dental hygienists, physicians, physician assistants, medical technologists and
 other personnel to staff their practices using The Vivos Method.

 If
we are unable to find and onboard VIPs in existing markets or new markets, our revenue and profitability may be harmed, we may not be
able to implement our growth strategy and our financial results may be negatively affected.

 Moreover,
we have begun to expand marketing and related efforts to medical professional beyond the dentistry community. We may be unable to
convince medical sleep specialists, cardiologists, pediatric sleep specialists, chiropractors, nutritionists and other professionals
of the benefits of The Vivos Method specifically and a multidisciplinary approach to treating OSA in general. Our inability to
implement strategies in increase our VIP enrollments or generate interest from other medical professionals who could refer
patients to our VIPs would have a material adverse effect on our revenues and results of operations.

 Our
future operating results are difficult to predict and may vary significantly from quarter to quarter, which may adversely affect the
price of our common stock.

 Our
limited history of sales of The Vivos Method and VIP enrollments and subscriptions, together with our history of losses, make prediction
of future operating results difficult. You should not rely on our past revenue growth as any indication of future growth rates or operating
results. Our valuation and the price of our securities will likely fall in the event our operating results (notably our revenue growth,
with the goal of achieving cash flow positive and profitable operations) do not meet the expectations of analysts and investors. Comparisons
of our quarterly operating results are an unreliable indication of our future performance because they are likely to vary significantly
based on many factors, including:

 our
 inability to attract demand for and obtain acceptance of The Vivos Method for the treatment of dentofacial abnormalities and/or mild
 to severe OSA and snoring by both medical professionals and their patients;

 the
 success of alternative therapies and surgical procedures to treat individuals, and the possible future introduction of new products
 and treatments;

 our
 ability to design, implement and as necessary modifying pricing programs for VIP enrollment and subscription fees;

 our
 ability to expand by adding additional VIPs in leading major metro areas;

 the
 expansion and rate of success of our marketing and advertising efforts to both consumers and dentists as well as other medical professionals,
 and the rate of success of our direct sales force in the United States and internationally;

 Failure
 of third-party contract manufacturers to deliver products or provide services in a cost effective and timely manner;

 our
 failure to develop, find or market new products;

 the
 successful completion of current and future clinical studies, and the possibility that the results of any future study may be adverse
 to our product and services, or reveal some heretofore unknown risk to patients from treatment in The Vivos Method; the failure by
 us to make professional presentation and publication of positive outcomes data from these clinical studies, and the increased adoption
 of The Vivos Method by dentists as a result of the data from these clinical studies;

 - 30 -

 actions
 relating to ongoing FDA compliance;

 the
 size and timing of orders from dentists and independent distributors;

 our
 ability to obtain reimbursement for The Vivos Method (i.e., billable oral appliances and orofacial myofunctional therapy) in the
 future from third-party healthcare insurers;

 the
 willingness of patients to pay out-of-pocket for treatment in The Vivos Method in the absence of reimbursement from third-party healthcare
 insurers, for; decisions by one or more commercial health insurance companies to preclude, deny, limit, reduce, eliminate, or curtain
 reimbursement for treatment in whole or part by The Vivos Method;

 unanticipated
 delays in the development and introduction of our current and future products and/or our inability to control costs;

 the
 effects of global or local pandemics or epidemics and governmental responses, such as COVID-19;

 seasonal
 fluctuations in revenue due to the elective nature of sleep-disordered breathing treatments for mild to severe OSA, as well as seasonal
 fluctuations resulting from adverse weather conditions, earthquakes, floods or other acts of nature in certain areas or regions that
 result in power outages, transportation interruptions, damages to one or more of our facilities, food shortages, or other events
 which may cause a temporary or long-term disruption in patient priorities, finances, or other matters; and

 general
 economic conditions as well as those specific to our customers and markets.

 Therefore,
you should expect that our results of operations will be difficult to predict, which will make an investment in our company uncertain.

 Our
MID program may not perform as anticipated or may take longer than expected to gain acceptance.

 Begun
only in 2020, our MID is a new business offering for us, and the model is yet unproven. As a result, actual results may be lower than
expected due to lower than expected referrals and other factors. Also, we are subject to many risks associated with this new business
model that we are unable to presently identify, such as pricing, competition, marketing and regulatory risks. If we fail to adequately
identify and respond to such risks in a timely manner, our financial condition and results of operations could be adversely affected.

 The
SleepImage home sleep test used in our VivoScore Program is a relatively new technology which may not be utilized by
VIPs to the degree anticipated.

 The
SleepImage HST used in our VivoScore Program is a relatively new technology which could take longer to gain acceptance within the medical
and dental communities. If medical and dental care providers do not utilize this new technology, or if the test is not as effective as
anticipated, the financial results from the program may be lower than currently expected. Also, we are subject to many risks associated
with this new technology that we are unable to presently identify, such as pricing, competition, marketing and regulatory risks. If we
fail to adequately identify and respond to such risks in a timely manner on our business, financial condition and results of operations
could be adversely affected.

 Moreover,
the design and implementation of our VivoScore Program is new, as the current program arose following our renegotiated agreement with
MyCardio LLC in early 2022. Therefore, we face the risks associated with establishing a new revenue center as the VivoScore Program itself
(under which we lease the SleepImage ring recorder to dentists) may not attract a following sufficient enough to make the program a successful
revenue generator for us.

 - 31 -

 We
may not be able to respond in a timely and cost-effective manner to changes in consumer preferences.

 The
Vivos Method is subject to changing consumer preferences. A shift in consumer preferences away from the protocol and products we offer
would result in significantly reduced revenue. Our future success depends in part on our ability to anticipate and respond to changes
in consumer preferences. Failure to anticipate and respond to changing consumer preferences in the products we market could lead to,
among other things, lower sales of products, significant markdowns or write-offs of inventory, increased product returns and lower margins.
If we are not successful in anticipating and responding to changes in consumer preferences, our results of operations in future periods
will be materially adversely impacted.

 Further
clinical studies of our products comprising The Vivos Method may adversely impact our ability to generate revenue if they do not demonstrate
that The Vivos Method is clinically effective.

 We
have conducted, and continue to conduct, a number of clinical studies of the use of The Vivos Method to treat patients with dentofacial
abnormalities and/or mild to severe OSA in the United States and Canada. We are involved in a number of ongoing clinical studies evaluating
clinical outcomes from the use of The Vivos Method including prospective, randomized, placebo-controlled studies, as well as clinical
studies that are structured to obtain additional clearances from the FDA for expanded clinical indications for use of The Vivos Method.

 We
cannot assure you that these clinical studies will continue to demonstrate that The Vivos Method provides clinical effectiveness for
individuals with dentofacial abnormalities and patients diagnosed with mild to severe OSA, nor can we assure you that the use of The
Vivos Method will prove to be safe and effective in clinical studies under United States or international regulatory guidelines for any
expanded indications. Additional clinical studies of The Vivos Method may identify significant clinical, technical or other obstacles
that will have to be overcome prior to obtaining clearance from the applicable regulatory bodies to market The Vivos Method for such
expanded indications. If further studies of The Vivos Method indicate that it is not a safe and effective, our ability to market The
Vivos Method, and generate substantial revenue from additional sales, may be materially limited.

 Individuals
selected to participate in these further clinical studies must meet certain anatomical and other criteria to participate. We cannot assure
you that an adequate number of individuals can be enrolled in clinical studies on a timely basis. Further, we cannot assure you that
the clinical studies will be completed as planned. A delay in the analysis and publication of the positive outcomes data from these clinical
studies, or the presentation or publication of negative outcomes data from these clinical studies, including data related to approval
of The Vivos Method for expanded indications, may materially impact our ability to increase revenue through sales and negatively impact
our stock price.

 Our
business and results of operations may be impacted by the extent to which patients using The Vivos Method achieve adequate levels of
third-party insurance reimbursement.

 Whenever
practical, The Vivos Method is paid for primarily out-of-pocket by patients, with any available health insurance coverage being reimbursed
if and as paid at a later date, where the patient is being treated for dentofacial abnormalities and/or mild to severe OSA.

 The
cost of treatments for dentofacial abnormalities and/or mild to severe OSA, such as CPAP, and most surgical procedures generally are
covered and reimbursed in whole or part by third-party healthcare insurers. The Vivos Method is a customized protocol often combined
with custom oral appliance therapy, some of which currently qualify for reimbursement. Our ability to generate revenue from additional
sales of The Vivos Method for the treatment of dentofacial abnormalities and/or mild to severe OSA may be materially limited by the extent
to which reimbursement of The Vivos Method is available in the future. In addition, third-party healthcare insurers are increasingly
challenging the prices charged for medical products and procedures. If we are successful in our efforts to obtain reimbursement for the
billable procedures within The Vivos Method, any changes in this reimbursement system could materially affect our ability to continue
to grow our business.

 - 32 -

 Reimbursement
and healthcare payment systems in international markets vary significantly by country and reimbursement for the billable procedures within
The Vivos Method may not be available at all under either government or private reimbursement systems. If we are unable to achieve reimbursement
approvals in international markets, it could have a negative impact on market acceptance of The Vivos Method and potential revenue growth
in the markets in which these approvals are sought.

 In
an effort to help expand in-network insurance coverage for The Vivos Method, in December 2022, we announced a collaboration with Nexus
which effectively combines our proprietary out-of-network Billing Intelligence Service with the Nexus' in-network medical billing
platform. The goal is to provide both companies' medical professional networks with greater access to both in or out-of-network
billing with all major medical insurance companies, facilitating case acceptances, insurance billing procedures and reimbursement. However,
our collaboration with Nexus may not achieve the result of expanding insurance coverage for The Vivos Method, which in turn could have
an adverse effect on our results of operations (particularly if our outlay of resources in connection with the Nexus collaboration exceed
the revenues, if any, generated).

 Our
products and third-party contract manufacturing activities are subject to extensive governmental regulation that could prevent us from
selling our appliances or introducing new and/or improved products in the United States or internationally.

 Our
products and third-party contract manufacturing activities are subject to extensive regulation by several governmental agencies, including
the FDA and comparable international regulatory bodies. We are required to:

 obtain
 clearance from the FDA and certain international regulatory bodies before we can market and sell our products;

 satisfy
 all content requirements for the sales and promotional materials associated with The Vivos Method; and

 undergo
 rigorous inspections of our facilities, manufacturing and quality control processes, records and documentation.

 Compliance
with the rules and regulations of these various regulatory bodies have created regulatory challenges for us in the past and may delay
or prevent us from introducing any new models of The Vivos Method or other new products. In addition, government regulations may be adopted
that could prevent, delay, modify or rescind regulatory clearance or approval of our products.

 Our
contract manufacturing labs are further required to demonstrate compliance with the FDA's quality system regulations. The FDA enforce
their quality system regulations through pre-approval and periodic post-approval inspections by representatives from the FDA. These regulations
relate to product testing, vendor qualification, design control and quality assurance, as well as the maintenance of records and documentation.
If we fail to conform to these regulations, the FDA may take actions that could seriously harm our business. These actions include sanctions,
including temporary or permanent suspension of our operations, product recalls and marketing restrictions. A recall or other regulatory
action could substantially increase our costs, damage our reputation and materially affect our operating results.

 Our
products are currently not recommended by most medical sleep specialists, who are integral to the diagnosis and treatment of sleep breathing
disorders.

 The
majority of patients being treated today for OSA, domestically and internationally, are initially referred to pulmonologists or other
sleep specialists by their primary care physicians. Pulmonologists or other sleep specialists typically administer a polysomnogram, or
overnight sleep study, to diagnose the presence and severity of OSA. If an individual is diagnosed with OSA by a qualified medical doctor,
CPAP is typically prescribed as the therapy of choice. Although we offer The Vivos Method through our VIPs, our domestic sales organization
does not generally call on sleep specialists or third-party sleep centers to sell The Vivos Method, and we do not believe that most qualified
sleep specialists today would recommend The Vivos Method to their patients with mild to severe OSA. We cannot predict the extent to which
medical doctors will, in the future, endorse or recommend our protocol to their patients, even for those who are unwilling or unable
to comply with other alternative therapies.

 - 33 -

 We
face significant competition in the rapidly changing market for treating mild to severe OSA and snoring in adults, and we may be unable
to manage or respond to competitive pressures.

 The
market for treating mild to severe OSA and snoring in adults, is highly competitive and evolving rapidly. According to the American Sleep
Apnea Association, over 100 different oral appliances are FDA cleared for the treatment of snoring and mild to severe obstructive sleep
apnea. The Vivos Method must compete with more established products, treatments and surgical procedures, which may limit our growth and
negatively affect our business. Many of our competitors have an established presence in the field and have established relationships
with pulmonologists, sleep clinics and ear, nose and throat specialists, which play a significant role in determining which product,
treatment or procedure is recommended to the patient. We believe certain of our competitors are attempting to develop innovative approaches
and new products for diagnosing and treating OSA and other sleep disordered breathing conditions. We cannot predict the extent to which
ENTs, oral maxillofacial surgeons, primary care physicians or pulmonologists would or will recommend The Vivos Method over new or other
established devices, treatments or procedures.

 Moreover,
we are in the early stages of implementing our business plan and have limited resources with which to market, develop and sell The Vivos
Method. Many of our competitors have substantially greater financial and other resources than we do, including larger research and development
staffs who have more experience and capability in conducting research and development activities, testing products in clinical trials,
obtaining regulatory approvals and manufacturing, marketing, selling, and distributing products. Some of our competitors may achieve
patent protection, regulatory approval, or product commercialization more quickly than we do, which may decrease our ability to compete.
If we are unable to be competitive in the market for OSA, our revenue will decline, which would negatively affect our results of operations.

 The
Vivos Method may become obsolete if we are unable to anticipate and adapt to rapidly changing technology.

 The
medical device industry is subject to rapid technological innovation and, consequently, the life cycle of any particular product can
be short. Alternative products, procedures or other discoveries and developments to treat dentofacial abnormalities and/or OSA may render
The Vivos Method obsolete. Furthermore, the greater financial and other resources of many of our competitors may permit them to respond
more rapidly than we can to technological advances. If we fail to develop new technologies, products, or procedures to upgrade or improve
our existing treatments to respond to a changing market before our competitors are able to do so, our ability to market our products
and protocol and generate substantial revenue may be limited.

 Our
international sales are subject to a number of risks that could seriously harm our ability to successfully commercialize The Vivos Method
in international markets.

 We
do not have significant international sales outside of Canada, although we hope to more broadly introduce The Vivos Method into international
markets. Our ability to generate international sales is subject to several risks, including:

 our
 ability to obtain appropriate regulatory approvals to market The Vivos Method in certain countries;

 our
 ability to identify new independent third-party distributors in international markets where we do not currently have distributors;

 the
 impact of recessions in economies outside the United States;

 greater
 difficulty in negotiating with socialized medical systems, maintaining profit margins comparable to those achieved in the United
 States, collecting accounts receivable, and longer collection periods;

 - 34 -

 unexpected
 changes in regulatory requirements, tariffs or other trade barriers;

 weaker
 intellectual property rights protection in some countries;

 potentially
 adverse tax consequences; and

 political
 and economic instability.

 The
occurrence of any of these events could seriously harm our future international sales and our ability to successfully commercialize our
products in international markets, thereby limiting our growth and revenue.

 We
depend on a few suppliers for key components, making us vulnerable to supply shortages and price fluctuation.

 We
purchase components for The Vivos Method from a variety of vendors on a purchase order basis; we have no long-term supply contracts with
any of our vendors. While it is our goal to have multiple sources to procure certain key components, in some cases it is not economically
practical or feasible to do so. To mitigate this risk, we maintain an awareness of alternate supply sources that could provide our currently
single-sourced components with minimal or no modification to the current version of The Vivos Method, practice supply chain management,
maintain safety stocks of critical components and have arrangements with our key vendors to manage the availability of critical components.
Despite these efforts, if our vendors are unable to provide us with an adequate supply of components in a timely manner, or if we are
unable to locate qualified alternate vendors for components at a reasonable cost, the cost of our products would increase, the availability
of our products to our customers would decrease and our ability to generate revenue could be materially limited.

 There
are risks associated with outsourced production that may hurt our results of operations.

 We
outsource the manufacture of substantially all our products to third-party manufacturers on a case-by-case basis. By law, the selection
of the manufacturer is at the sole discretion of the treating dentist. However, we select our approved and certified manufacturers by
training and screening them in advance based on their capabilities, supply capacity, reputation, regulatory registration and compliance,
and other relevant traits. Most of these manufacturers are located in the U.S., but at least one important manufacturer is located in
South Korea, and other smaller manufacturers are located in Canada. In any case, the possibility of delivery delays, product defects,
import or customs blockages, and other production-side risks stemming from outsourcers creates the risk that our expenses associated
with these issues could unexpectedly increase in any period. In addition, inadequate production capacity among outsourced manufacturers
could result in our being unable to supply enough product amid periods of high product demand, the opportunity costs of which could be
substantial. All of these risks could have a material adverse effect on our results of operations.

 We
do not have any long-term contracts with manufacturers, suppliers or other service providers for our products. Our business would be
harmed if manufacturers and service providers are unable to deliver products or provide services in a timely and cost-effective manner,
or if we are unable to timely fulfill orders.

 We
do not have any long-term contracts with contract manufacturers, suppliers or other service providers for our products. We do not anticipate
that this will change. As a result, if any manufacturer or supplier is unable, either temporarily or permanently, to manufacture or deliver
products or provide services to us in a timely and cost-effective manner, it could have an adverse effect on our financial condition
and results of operations. Our ability to provide effective customer service and efficiently fulfill orders for merchandise depends,
to a large degree, on the efficient and uninterrupted operation of the manufacturing and related call centers, distribution centers,
and management information systems, some of which are run by third parties. Any material disruption or slowdown in manufacturing, order
processing or fulfillment systems resulting from strikes or labor disputes, telephone down times, electrical outages, mechanical problems,
human error or accidents, fire, natural disasters, adverse weather conditions or comparable events could cause delays in our ability
to receive and fulfill orders and may cause orders to be lost or to be shipped or delivered late. As a result, these disruptions could
adversely affect our financial condition or results of operations in future periods.

 - 35 -

 We
depend on our patents and proprietary technology, which we may not be able to protect.

 Our
success depends, in part, on our ability to obtain and maintain patent protection for The Vivos Method components and the confidentiality
of proprietary clinical treatments. Our success further depends on our ability to obtain and maintain trademark protection for our name
and mark; to preserve our trade secrets and know-how; and to operate without infringing the intellectual property rights of others.

 We
cannot assure investors that we will continue to innovate and file new patent applications, or that if filed any future patent applications
will result in granted patents We cannot assure you that any of our patents pending will result in issued patents, that any current or
future patents will not be challenged, invalidated or circumvented, that the scope of any of our patents will exclude competitors or
that the patent rights granted to us will provide us any competitive advantage or protect our products. The patent position of device
companies, including ours, is generally uncertain and involves complex legal and factual considerations and, therefore, validity and
enforceability cannot be predicted with certainty. Patents may be challenged, deemed unenforceable, invalidated or circumvented. We will
be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies,
treatments and any future products are covered by valid and enforceable patents or are effectively maintained as trade secrets.

 Any
patents we have obtained or do obtain may be challenged by re-examination or otherwise invalidated or eventually found unenforceable.
Both the patent application process and the process of managing patent disputes can be time consuming and expensive. If we were to initiate
legal proceedings against a third party to enforce a patent related to one of our products, the defendant in such litigation could counterclaim
that our patent is invalid and/or unenforceable. In patent litigation in the U.S., defendant counterclaims alleging invalidity and/or
unenforceability are commonplace, as are validity challenges by the defendant against the subject patent or other patents before the
United States Patent and Trademark Office (or USPTO). Grounds for a validity challenge could be an alleged failure to meet any of several
statutory requirements, including lack of novelty, obviousness or non-enablement, failure to meet the written description requirement,
indefiniteness, and/or failure to claim patent eligible subject matter. Grounds for an unenforceability assertion could be an allegation
that someone connected with prosecution of the patent intentionally withheld material information from the USPTO, or made a misleading
statement, during prosecution. Additional grounds for an unenforceability assertion include an allegation of misuse or anticompetitive
use of patent rights, and an allegation of incorrect inventorship with deceptive intent. Third parties may also raise similar claims
before the USPTO even outside the context of litigation. The outcome is unpredictable following legal assertions of invalidity and unenforceability.
With respect to the validity question, for example, we cannot be certain that no invalidating prior art existed of which we and the patent
examiner were unaware during prosecution. These assertions may also be based on information known to us or the USPTO. If a defendant
or third party were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all,
of the claims of the challenged patent. Such a loss of patent protection would or could have a material adverse impact on our business.

 The
standards that the USPTO (and foreign equivalents) use to grant patents are not always applied predictably or uniformly and can change.
There is also no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in device patents. Accordingly,
we do not know the degree of future protection for our proprietary rights or the breadth of claims that will be allowed in any patents
issued to us or to others.

 However,
there can be no assurance that our technology will not be found in the future to infringe upon the rights of others or be infringed upon
by others. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. The publication of discoveries
in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made
and patent applications were filed. Because patents can take many years to issue, there may be currently pending applications of which
we are unaware that may later result in issued patents that our products or product candidates infringe. For example, pending applications
may exist that provide support or can be amended to provide support for a claim that results in an issued patent that our product infringes.
In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents, or otherwise
impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages, if we are
found to have willfully infringed on such parties' patent rights. In addition to any damages we might have to pay, we may be required
to obtain licenses from the holders of this intellectual property. We may fail to obtain any of these licenses or intellectual property
rights on commercially reasonable terms. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors
access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to develop
or license replacement technology. If we are unable to do so, we may be unable to develop or commercialize the affected products, which
could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting
our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation. Conversely,
we may not always be able to successfully pursue our claims against others that infringe upon our technology. Thus, the proprietary nature
of our technology or technology licensed by us may not provide adequate protection against competitors.

 - 36 -

 In
addition to patents, we rely on trademarks to protect the recognition of our company and product in the marketplace. We also rely on
trade secrets, know-how, and proprietary knowledge that we seek to protect, in part, through confidentiality agreements with employees,
consultants and others. We cannot assure you that our proprietary information will not be shared, our confidentiality agreements will
not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known to or
independently developed by competitors.

 Confidentiality
agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information and disclosure
of our trade secrets or proprietary information could compromise any competitive advantage that we have, which could have a materially
adverse effect on our business.

 Our
success depends, in part, on our ability to protect our proprietary rights to the technologies used in our products and our proprietary
clinical treatments. We depend heavily upon confidentiality agreements with our officers, employees, consultants and subcontractors to
maintain the proprietary nature of our technology and our proprietary clinical treatments. These measures may not afford us complete
or even sufficient protection, and may not afford an adequate remedy in the event of an unauthorized disclosure of confidential information.
If we fail to protect and/or maintain our intellectual property, third parties may be able to compete more effectively against us, we
may lose our technological or competitive advantage, and/or we may incur substantial litigation costs in our attempts to recover or restrict
use of our intellectual property. In addition, others may independently develop technology similar to ours, otherwise avoiding the confidentiality
agreements, or produce patents that would materially and adversely affect our business, prospects, financial condition and results of
operations in which event and you could lose all of your investment.

 We
may face intellectual property infringement claims that would be costly to resolve.

 There
has been substantial litigation regarding patent and other intellectual property rights in the medical device industry, and our competitors
and others may initiate intellectual property litigation, including as a means of competition. Intellectual property litigation is complex
and expensive, and outcomes are difficult to predict. We cannot assure you that we will not become subject to patent infringement claims
or litigation, or interference proceedings, to determine the priority of inventions. Litigation or regulatory proceedings also may be
necessary to enforce our patent or other intellectual property rights. We may not always have the financial resources to assert patent
infringement suits or to defend ourselves from claims. An adverse result in any litigation could subject us to liabilities, or require
us to seek licenses from or pay royalties to others that may be substantial. Furthermore, we cannot predict the extent to which the necessary
licenses would be available to us on satisfactory terms, if at all.

 Our
failure to secure trademark registrations could adversely affect our ability to market our products and operate our business.

 Our
trademark applications in the United States and any other jurisdictions where we may file may not be allowed registration, and we may
not be able to maintain or enforce our registered trademarks. During trademark registration proceedings, we may receive rejections. Although
we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in the USPTO and
in corresponding foreign agencies, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel
registered trademarks. Opposition or cancellation proceedings may be filed against our applications and/or registrations, and our applications
and/or registrations may not survive such proceedings. Failure to secure such trademark registrations in the United States and in foreign
jurisdictions could adversely affect our ability to market our products and our business.

 - 37 -

 We
may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

 As
is common in the medical device industry, we may employ individuals who were previously employed at other companies similar to ours,
including our competitors or potential competitors. We may become subject to claims that these employees or we have inadvertently or
otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to
defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs
and be a distraction to management.

 We
face the risk of product liability claims that could be expensive, divert management's attention and harm our reputation and business.

 Our
business exposes us to the risk of product liability claims that are inherent in the testing manufacturing and marketing of medical devices.
This risk exists even if a device is registered, cleared and approved for commercial sale by the FDA and manufactured in facilities licensed
and regulated by the FDA or an applicable foreign regulatory authority. Any side effects, manufacturing defects, misuse or abuse associated
with use of our appliance could result in patient injury or death. The medical device industry has historically been subject to extensive
litigation over product liability claims, and we cannot offer any assurance that we will not face product liability suits. We may be
subject to product liability claims if the use of our appliance may cause, or merely appeared to have caused, patient injury or death.
In addition, an injury that is caused by the activities of our suppliers, such as those who provide us with components and raw materials,
may be the basis for a claim against us. Product liability claims may be brought against us by patients, healthcare providers or others
selling or otherwise coming into contact with our appliances, among others. If we cannot successfully defend ourselves against product
liability claims, we will incur substantial liabilities and reputational harm. In addition, regardless of merit or eventual outcome,
product liability claims may result in:

 costs
 of litigation;

 distraction
 of management's attention from our primary business;

 the
 inability to commercialize our appliances or new products;

 decreased
 demand and brand reputation for our appliances;

 product
 recalls or withdrawals from the market;

 withdrawal
 of clinical trial participants;

 substantial
 monetary awards to patients or other claimants; or

 loss
 of sales.

 Any
recall or market withdrawal of our products may delay the supply of those products to our customers and may impact our reputation. We
can provide no assurance that we will be successful in initiating appropriate market recall or market withdrawal efforts that may be
required in the future or that these efforts will have the intended effect of preventing product malfunctions and the accompanying product
liability that may result. Such recalls and withdrawals may also be used by our competitors to harm our reputation for safety or be perceived
by patients as a safety risk when considering the use of our products, either of which could have a material adverse effect on our business,
financial condition and results of operations.

 We
may not be able to maintain adequate product liability insurance.

 Our
product liability and clinical study liability insurance is subject to deductibles and coverage limitations. Our product liability insurance
may not continue to be available to us on acceptable terms, if at all, and, if available, coverage may not be adequate to protect us
against any future product liability claims. If we are unable to obtain insurance at an acceptable cost or on acceptable terms or otherwise
protect against potential product liability claims, we could be exposed to significant liabilities. A product liability claim, recall
or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could have a material adverse effect
on our business, financial condition and results of operations.

 - 38 -

 We
bear the risk of warranty claims on our appliances.

 We
bear the risk of warranty claims on our appliances. We may not be successful in claiming recovery under any warranty or indemnity provided
to us by our suppliers or vendors in the event of a successful warranty claim against us by a customer or that any recovery from such
vendor or supplier would be adequate. In addition, warranty claims brought by our customers related to third-party components may arise
after our ability to bring corresponding warranty claims against such suppliers expires, which could result in costs to us.

 Our
sales and marketing efforts may not be successful.

 We
currently market and sell our appliances and associated treatments and services to a limited number of licensed professionals, primarily
general dentists. Less than 1% of the general dentists in the U.S. have been trained and certified in The Vivos Method. The commercial
success of The Vivos Method ultimately depends upon a number of factors, including the number of dentists who use The Vivos Method, the
number of Vivos appliances used by these dentists, the number of patients who become aware of The Vivos Method by self-referral or referrals
by their primary care physicians, the number of patients who elect to use The Vivos Method, and the number of patients who, having successfully
used The Vivos Method, endorse and refer The Vivos Method to other potential patients. The Vivos Method may not gain significant increased
market acceptance among physicians/dentists who use it or who refer their patients, other patients, third-party healthcare insurers and
managed care providers. We believe that primary care physicians typically elect to refer individuals to pulmonologists or other physicians
who treat sleep disordered breathing, and these physicians may not recommend The Vivos Method to patients for any number of reasons,
including safety and clinical efficacy, the availability of alternative procedures and treatment options, or inadequate levels of reimbursement.
In addition, while positive patient experiences can be a significant driver of future sales, it is impossible to influence the manner
in which this information is transmitted and received, the choices potential patients may make and the recommendations that treating
physicians make to their patients.

 Although
we sell our product directly to our corporate-owned and independent VIP practices, our experience in marketing and selling The Vivos
Method or VIP program through a direct sales organization in the United States is limited. We may not be able to maintain a suitable
sales force in the United States or train up a suitable number of VIPs, or enter into or maintain satisfactory marketing and distribution
arrangements with others. Our marketing and sales efforts may not be successful in increasing awareness and sales of The Vivos Method.
In addition, other marketing efforts like MID and our collaborations with Candid, Ormco and On Demand Orthodontist may not increase revenue to the extent
we currently anticipate.

 In
addition, we conduct our targeted marketing efforts in neighborhoods through channels such as direct mail, billboards, radio advertisements,
physician open houses, community sponsorships and various social media. These marketing and sales efforts may not be successful in increasing
awareness and sales of The Vivos Method, and if we are not successful in these efforts, we will have incurred expenses without materially
increasing revenue.

 The
failure to educate or train a sufficient number of physicians and dentists in the use of The Vivos Method could reduce the market acceptance
and reduce our revenue.

 It
is critical to the success of our sales efforts that there is an increasing number of dentists familiar with, trained in, and proficient
in the use of The Vivos Method. Currently, dentists learn to use The Vivos Method through hands-on, on-site training or virtual training
by our representatives. However, to receive this training, dentists must be aware of The Vivos Method as a treatment option for dentofacial
abnormalities and/or mild to severe OSA and snoring in adults and be interested in using the protocol in their practice. We cannot predict
the extent to which dentists will dedicate the time and energy necessary for adequate training in the use of our proprietary treatments,
have the knowledge of or experience in the clinical outcomes or feel comfortable enough to recommend it to their patients. Even if a
dentist is well versed in The Vivos Method, he or she may be unwilling to require patients to pay for it out-of-pocket. If dentists do
not continue to accept and recommend The Vivos Method, our revenue could be materially and adversely affected.

 - 39 -

 We
rely on third-party suppliers and contract manufacturers for the manufacture and assembly of our products, and a loss or degradation
in performance of these suppliers and contract manufacturers could have a material adverse effect on our business, financial condition
and results of operations.

 We
rely on third-party suppliers and contract manufacturers for the raw materials and components used in our appliances and to manufacture
and assemble our products. Any of our other suppliers or our third-party contract manufacturers may be unwilling or unable to supply
the necessary materials and components or manufacture and assemble our products reliably and at the levels we anticipate or that are
required by the market. Our ability to supply our products commercially and to develop any future products depends, in part, on our ability
to obtain these materials, components and products in accordance with regulatory requirements and in sufficient quantities for commercialization
and clinical testing. While our suppliers and contract manufacturers have generally met our demand for their products and services on
a timely basis in the past, we cannot guarantee that they will in the future be able to meet our demand for their products, either because
of acts of nature, the nature of our agreements with those manufacturers or our relative importance to them as a customer, and our manufacturers
may decide in the future to discontinue or reduce the level of business they conduct with us. If we are required to change contract manufacturers
due to any change in or termination of our relationships with these third parties, or if our manufacturers are unable to obtain the materials
they need to produce our products at consistent prices or at all, we may lose sales, experience manufacturing or other delays, incur
increased costs or otherwise experience impairment to our customer relationships. We cannot guarantee that we will be able to establish
alternative relationships on similar terms, without delay or at all.

 Establishing
additional or replacement suppliers for any of these materials, components or services, if required, could be time-consuming and expensive,
may result in interruptions in our operations and product delivery, may affect the performance specifications of our appliances or could
require that we modify its design. Even if we are able to find replacement suppliers or third-party contract manufacturers, we will be
required to verify that the new supplier or third-party manufacturer maintains facilities, procedures and operations that comply with
our quality expectations and applicable regulatory requirements.

 If
our third-party suppliers fail to deliver the required commercial quantities of materials on a timely basis and at commercially reasonable
prices, and we are unable to find one or more replacement suppliers capable of production at a substantially equivalent cost in substantially
equivalent volumes and quality on a timely basis, the continued commercialization of our appliances, the supply of our products to customers
and the development of any future products will be delayed, limited or prevented, which could have material adverse effect on our business,
financial condition and results of operations.

 Damage
to our reputation or our brand could negatively impact our business, financial condition, and results of operations.

 We
must grow the value of our brand to be successful. We intend to develop a reputation based on the high quality of our products and services,
Vivos trained clinicians, as well as on our particular culture and the experience of the patients of our VIPs. If we do not make investments
in areas such as marketing and advertising, as well as personnel training, the value of our brand may not increase or may be diminished.
Any incident, real or perceived, regardless of merit or outcome, that adversely affects our brand, such as, but not limited to, patient
disability or death due to malpractice or allegations of malpractice, failure to comply with federal, state, or local regulations, including
allegations or perceptions of non-compliance or failure to comply with ethical and operational standards, could significantly reduce
the value of our brand, expose us to negative publicity and damage our overall business and reputation.

 Our
marketing activities may not be successful.

 We
incur costs and expend other resources in our marketing efforts to attract and retain VIPs and other medical professionals. Our marketing
activities are principally focused on increasing brand awareness in the communities in which we provide services. We expect to continue
to undertake aggressive marketing campaigns to increase medical and dental community awareness about our product and service capabilities.
We conduct our marketing efforts in neighborhoods through channels such as direct mail, billboards, radio advertisements, physician open
houses, community sponsorships and various social media. If we are not successful in these efforts, we will have incurred expenses without
materially increasing revenue.

 - 40 -

 The
OSA market is highly competitive, including competition for patients, strategic relationships, and commercial payor contracts.

 The
market for providing treatment for OSA is highly competitive. Our VIP offices and our VIPs face competition from existing facilities
providing treatment for OSA, depending on the type of patient and geographic market. Our VIPs compete on the basis of our protocol/products
(The Vivos Method), quality, price, accessibility, and overall experience. We compete with national, regional, and local enterprises,
many of which have greater financial and other resources available to them, greater access to dentists and physicians or greater access
to potential patients. We also compete on the basis of our multistate, regional footprint, which we believe will be of value to both
employers and third-party payors. As a result of the differing competitive factors within the markets in which we operate and will operate,
the individual results of our VIP offices may be volatile. If we are unable to compete effectively with any of these entities or groups,
or we are unable to implement our business strategies, there could be a material adverse effect on our business, prospects, results of
operations and financial condition.

 We
have limited clinical evidence to support patient compliance with the use our products is superior to competitive products.

 We
believe that our non-surgical treatment of limited duration is preferable relative to mild to severe OSA CPAP users or other oral appliance
or surgical therapies, resulting in improved patient compliance. However, we have limited clinical evidence to support our beliefs that
patient compliance in the use of our products is superior to competitive products. If actual patient compliance as studied in a clinical
trial (should we conduct one) proves less than what we had anticipated, the acceptance of The Vivos Method in the marketplace,
and our revenues and overall results of operations, may be adversely impacted.

 Government
healthcare programs may reduce reimbursement rates, which could adversely affect sales of our appliances and demand for dental practitioners
from becoming or remaining VIPs.

 In
recent years, new legislation has been proposed and adopted at both the federal and state level that is effecting major changes in the
healthcare system. Any change in the laws, regulations, or policies governing the healthcare system could adversely affect reimbursement
rates, which could adversely affect sales of our appliances and thus adversely affect our operations and financial condition. Enacted
in 2010, the Affordable Care Act (or ACA) seeks to expand healthcare coverage, while increasing quality and limiting costs. The ACA substantially
changes the way healthcare is financed by both governmental and commercial payors. As a result of the ACA or the adoption of additional
federal and state healthcare reforms measures there could be limits to the amounts that federal and state governments will pay for healthcare
services, which could result in reduced demand for, or profitability of our appliances and for dental practitioners from becoming or
remaining VIPs.

 Significant
uncertainty exists as to the reimbursement status of healthcare products. The regulations that govern marketing approvals, pricing and
reimbursement for medical devices vary widely from country to country. In the United States, the Patient Protection and Affordable Care
Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, is significantly changing the way healthcare
is financed by both governmental and private insurers. While we cannot predict what impact on federal reimbursement policies this law
or any amendment to it will continue to have in general or specifically on The Vivos Method or any product that we commercialize, the
ACA or any such amendment may result in downward pressure on reimbursements, which could negatively affect market acceptance of The Vivos
Method. In addition, although the United States Supreme Court has upheld the constitutionality of most of the ACA, several states have
not implemented certain sections of the ACA, including 19 that have rejected the expansion of Medicaid eligibility for low-income citizens,
and some members of the U.S. Congress are still working to repeal the ACA. We expect that the ACA, as currently enacted or as it may
be amended or repealed in the future, and other healthcare reform measures that may be adopted in the future, could have a material adverse
effect on our industry generally and on our ability to successfully commercialize our products. We cannot predict the likelihood, nature
or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad.
If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or our
collaborators are not able to maintain regulatory compliance, our products may lose any regulatory approval that may have been obtained
and we may not achieve or sustain profitability, which would adversely affect our business.

 - 41 -

 If
payments from commercial or governmental payors are significantly delayed, reduced or eliminated, our business, prospects, results of
operations and financial condition could be adversely affected.

 We
will depend upon revenue from sales of the billable procedures from The Vivos Method, and in turn on reimbursement from third-party payors.
The amount that our VIPs receive in payment for the billable procedures may be adversely affected by factors we do not control, including
federal or state regulatory or legislative changes, cost-containment decisions and changes in reimbursement schedules of third-party
payors. Any reduction or elimination of these reimbursements could have a material adverse effect on our business, prospects, results
of operations and financial condition.

 Additionally,
the reimbursement process is complex and can involve lengthy delays. Also, third-party payors may reject, in whole or in part, requests
for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, that services provided were
not medically necessary, that additional supporting documentation is necessary, or for other reasons. Retroactive adjustments by third-party
payors may be difficult or cost prohibitive to appeal, and such changes could materially reduce the actual amount we receive from our
VIPs. Delays and uncertainties in the reimbursement process may be out of our control and may adversely affect our business, prospects,
results of operations and financial condition.

 Significant
changes in our payor mix resulting from fluctuations in the types of patients seen by our VIPs could have a material adverse effect on
our business, prospects, results of operations and financial condition.

 Our
results may change from period to period due to fluctuations in our VIPs' payor mix. Payor mix refers to the relative amounts we
receive from the mix of persons or entities that pay or reimburse our VIPs for healthcare services. Because we believe that our VIPs
will receive a higher payment rate from commercial payors than from governmental payors or self-pay patients, a significant shift in
our payor mix toward a higher percentage of self-pay or patients whose treatment is paid in whole or part by a governmental payor, could
occur for reasons beyond our control and could lessen demand for The Vivos Method, which in turn could have a material adverse effect
on our business, prospects, results of operations and financial condition.

 Failure
by our Billing Intelligence Service to bill timely or accurately for billable services rendered by participating VIP providers could
have a negative impact on our revenue and cash flow.

 Billing
for medical services rendered in connection with billable procedures of The Vivos Method is often complex and time consuming. The practice
of providing dental or medical services in advance of payment or prior to assessing a patient's ability to pay for such services
may have a significant negative impact on a VIP provider's patient service revenue, bad debt expense and cash flow. Not all our
VIPs subscribe to our Billing Intelligence Service. For VIPs who do subscribe, we bill numerous medical payors, including various forms
of commercial health insurance providers on their behalf. Billing requirements that must be met prior to receiving payment for services
rendered often vary by payor. Self-pay patients and third-party payors may fail to pay for services even if they have been properly billed.
Reimbursement is typically dependent on providing the proper procedure and diagnosis codes, supportive documentation to show medical
necessity. Medical insurance is never a guarantee of payment.

 Additional
factors that could affect our ability to collect from insurers for the services rendered by our participating VIP providers include:

 disputes
 among payors as to which party is responsible for payment;

 variations
 in coverage among various payors for similar services;

 the
 difficulty of adherence to specific compliance requirements, coding and various other procedures mandated by responsible parties;

 the
 institution of new coding standards; and

 failure
 to properly credential a dentist to enable them to bill various payors.

 The
complexity associated with billing for The Vivos Method procedures may lead to delays in cash collections by our VIPs, resulting in increased
carrying costs associated with the aging of our accounts receivable as well as the increased potential for bad debt expense.

 - 42 -

 We
may incur costs resulting from security risks in connection with the electronic data processing by our partner banks.

we accept electronic payment cards for payments at our facilities and the facilities of our VIPs, we may incur costs resulting from related
security risks in connection with the electronic processing of confidential information by our partner banks. Recently, several large
national banks have experienced potential or actual breaches in which similar data has been or may have been stolen. Such occurrences
could cause patient dissatisfaction resulting in decreased visits or could also distract our management team from the management of the
day-to-day operations.

 Our
relationships with VIPs, other healthcare providers, and third-party payors will be subject, directly or indirectly, to federal and state
healthcare fraud and abuse laws, false claims laws, health information privacy and security laws, and other healthcare laws and regulations.
If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

providers (including our VIPs), physicians and third-party payors in the United States and elsewhere will play a primary role in the
recommendation of The Vivos Method. Our current and future arrangements with healthcare professionals, principal investigators, consultants,
customers and third-party payors may subject us to various federal and state fraud and abuse laws and other health care laws, including,
without limitation, the federal Anti-Kickback Statute, the federal civil and criminal false claims laws and the law commonly referred
to as the Physician Payments Sunshine Act and regulations. These laws will impact, among other things, our clinical research, sales,
marketing and educational programs. In addition, we may be subject to patient privacy laws by both the federal government and the states
in which we conduct or may conduct our business. The laws that will affect our operations include, but are not limited to:

 the
 federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting,
 receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly,
 in cash or in kind, in return for the purchase, recommendation, leasing or furnishing of an item or service reimbursable under a
 federal healthcare program, such as the Medicare and Medicaid programs. This statute has been interpreted to apply to arrangements
 between medical device manufacturers on the one hand, and physicians and patients on the other. The Patient Protection and Affordable
 Care Act, as amended (or the PPACA), amended the intent requirement of the federal Anti-Kickback Statute and, as a result, a person
 or entity no longer needs to have actual knowledge of this statute or specific intent to violate it;

 federal
 civil and criminal false claims laws, including, without limitation, the False Claims Act, and civil monetary penalty laws which
 prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or
 approval from Medicare, Medicaid or other government payors that are false or fraudulent or making a false statement to Avoid, decrease
 or conceal an obligation to pay money to the federal government. The PPACA provides, and recent government cases against medical
 device manufacturers support, the view that federal Anti-Kickback Statute violations and certain marketing practices, including off-label
 promotion, may implicate the False Claims Act;

 the
 federal Health Insurance Portability and Accountability Act of 1996 (or HIPAA), which created new federal criminal statutes that
 prohibit a person from knowingly and willfully executing a scheme or making false or fraudulent statements to defraud any healthcare
 benefit program, regardless of the payor (e.g., public or private);

 HIPAA,
 as amended by the Health Information Technology for Economic and Clinical Health Act (or HITECH), and its implementing regulations,
 and as amended again by the final HIPAA omnibus Rule, Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification
 Rules Under HITECH and the Genetic Information Nondiscrimination Act; Other Modifications to HIPAA, published in January 2013, which
 imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information without
 appropriate authorization by entities subject to the rule, such as health plans, health care clearinghouses and health care providers,
 and their respective business associates;

 - 43 -

 Federal
 transparency laws, including the federal Physician Payments Sunshine Act, which is part of the PPACA, that require certain manufacturers
 of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children's
 Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services (or CMS),
 information related to: (i) payments or other "transfers of value" made to physicians and teaching hospitals; and (ii)
 ownership and investment interests held by physicians and their immediate family members;

 state
 and foreign law equivalents of each of the above federal laws, state laws that require manufacturers to report information related
 to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures, and state laws that
 require medical device companies to comply with the specific industry's voluntary compliance guidelines and the relevant compliance
 guidance promulgated by the federal government or to adopt compliance programs as prescribed by state laws and regulations, or that
 otherwise restrict payments that may be made to healthcare providers; and

 state
 and foreign laws that govern the privacy and security of health information in some circumstances, many of which differ from each
 other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our
business activities could be subject to challenge under one or more of such laws.

 It
is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations
or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation
of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and
administrative penalties, damages, fines, disgorgement, imprisonment, exclusion of our products from government funded healthcare programs,
such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporate integrity agreement
or similar agreement to resolve allegations of non-compliance with these laws and the curtailment or restructuring of our operations.

 The
risk of our being found in violation of these laws is increased by the fact that many of them have not been fully interpreted by the
regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Efforts to ensure that our business
arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Any action
against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses
and divert our management's attention from the operation of our business. The shifting compliance environment and the need to build
and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance and/or reporting requirements
increases the possibility that a healthcare company may run afoul of one or more of the requirements.

 The
misuse or off-label use of The Vivos Method may harm our reputation in the marketplace, result in injuries that lead to product liability
suits or result in costly investigations, fines or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of
these uses, any of which could be costly to our business.

 We
train our marketing personnel and direct sales force to not promote the oral appliances of The Vivos Method for uses outside of the FDA-cleared
indications for use, known as off-label uses. We cannot, however, prevent a medical professional from using our appliances off label
when, in their independent professional medical judgment, he or she deems it appropriate. There may be increased risk of injury or other
side effects to patients if physicians attempt to use our appliances and associated treatments off label. Furthermore, the use of our
appliances and associated treatments for indications other than those cleared by the FDA or cleared by any foreign regulatory body may
not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and patients.

 - 44 -

 Given
that we are aware that, notwithstanding our training guidelines, our independent VIPs may use our appliances off-label, there is a risk
that we could face regulatory scrutiny because of such use. If the FDA or any foreign regulatory body determines that our promotional
(labeling) materials or training constitute promotion of an off-label use, it could request that we modify our training or promotional
materials or subject us to regulatory or enforcement actions, including the issuance or imposition of an untitled letter, which is used
for violations that do not necessitate a warning letter, injunction, seizure, civil fine or criminal penalties. It is also possible that
other federal, state or foreign enforcement authorities might take action under other regulatory authority, such as false claims laws,
if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including,
but not limited to, criminal, civil and administrative penalties, damages, fines, disgorgement, exclusion from participation in government
healthcare programs and the curtailment of our operations.

 In
addition, dentists may misuse our appliances within The Vivos Method or use improper techniques if they are not adequately trained, potentially
leading to injury and an increased risk of product liability. If The Vivos Method is misused or used with improper technique, we may
become subject to costly litigation by our customers or their patients. Similarly, in an effort to decrease costs, physicians may also
reuse our appliances despite them being intended for a single use or may purchase reprocessed Vivos appliances from third-party processors
in lieu of purchasing a new Vivos appliance from one of our contract manufacturers, which could result in product failure and liability.
Product liability claims could divert management's attention from our core business, be expensive to defend and result in sizeable
damage awards against us that may not be covered by insurance.

 We have engaged in
and may continue to pursue acquisitions of complementary businesses or technologies, which could divert the attention of management, and
which may not be integrated successfully into our existing business.

 We have engaged
in and may continue to pursue acquisitions or licenses of technology to, among other things, expand the scope of products and
services we provide. For example, in February 2023, acquired certain U.S. and international
patents, product rights, and other miscellaneous intellectual property from Advanced
Facialdontics, LLC. We cannot guarantee that we will identify suitable acquisition
candidates, that acquisitions will be completed on acceptable terms or that we will be able to successfully integrate the operations
of any acquired business into our existing business. The acquisitions could be of significant size and involve operations in
multiple jurisdictions. The acquisition and integration of another business or technology would divert management attention from
other business activities, including our core business. This diversion, together with other difficulties we may incur in integrating
an acquired business or technology, could have a material adverse effect on our business, financial condition and results of
operations. In addition, we may borrow money or issue capital stock to finance acquisitions. Such borrowings might not be available
on terms as favorable to us as our current borrowing terms and may increase our leverage, and the issuance of capital stock could
dilute the interests of our stockholders.

 Our
business is seasonal, which impacts our results of operations.

 We
believe that the patient volumes of our VIPs will be sensitive to seasonal fluctuations in urgent care and primary care activity. Typically,
winter months see a higher occurrence of influenza, bronchitis, pneumonia and similar illnesses; however, the timing and severity of
these outbreaks vary dramatically. Additionally, as consumers shift toward high deductible insurance plans, they are responsible for
a greater percentage of their bill, particularly in the early months of the year before other healthcare spending has occurred, which
may lead to lower than expected patient volume or an increase in bad debt expense during that period. Our quarterly operating results
may fluctuate significantly in the future depending on these and other factors.

 We
could be subject to lawsuits for which we are not fully insured.

providers have become subject to an increasing number of lawsuits alleging malpractice and related legal theories such as negligent hiring,
supervision and credentialing. Some of these lawsuits involve large claim amounts and substantial defense costs. We generally procure
professional liability insurance coverage for our affiliated medical professionals and professional and corporate entities. We are currently
insured under policies in amounts management deems appropriate, based upon the nature and risk of our business. Our medical professionals
are also required to provide their own medical malpractice insurance coverages. Nevertheless, there are exclusions and exceptions to
coverage under each insurance policy that may make coverage for any claim unavailable, future claims could exceed the limits of available
insurance coverage, existing insurers could become insolvent and fail to meet their obligations to provide coverage for such claims,
and such coverage may not always be available with sufficient limits and at reasonable cost to insure us adequately and economically
in the future. One or more successful claims against us not covered by, or exceeding the coverage of, our insurance could have a material
adverse effect on our business, prospects, results of operations and financial condition. Moreover, in the normal course of our business,
we may be involved in other types of lawsuits, claims, audits and investigations, including those arising out of our billing and marketing
practices, employment disputes, contractual claims and other business disputes for which we may have no insurance coverage. Furthermore,
for our losses that are insured or reinsured through commercial insurance providers, we are subject to the financial viability of those
insurance companies. Although we believe our commercial insurance providers are currently creditworthy, they may not remain so in the
future. The outcome of these matters could have a material adverse effect on our financial position, results of operations, and cash
flows.

 - 45 -

 We
depend on certain key personnel.

 We
substantially rely on the efforts of our current senior management, including our Chief Executive Officer, R. Kirk Huntsman, our Chief
Financial Officer, Brad Amman and Susan McCullough, our EVP of Operations, among others. Our business would be impeded or harmed if we
were to lose their services. In addition, if we are unable to attract, train and retain highly skilled technical, managerial, product
development, sales and marketing personnel, we may be at a competitive disadvantage and unable to develop new products or increase revenue.
The failure to attract, train, retain and effectively manage employees could negatively impact our research and development, sales and
marketing and reimbursement efforts. In particular, the loss of sales personnel could lead to lost sales opportunities as it can take
several months to hire and train replacement sales personnel. Uncertainty created by turnover of key employees could adversely affect
our business.

 Members
of our board of directors and our executive officers will have other business interests and obligations to other entities.

 Neither
our directors nor our executive officers will be required to manage our business as their sole and exclusive function and they may have
other business interests and may engage in other activities in addition to those relating to us, provided that such activities do not
compete with the business of our company or otherwise breach their agreements with us. We are dependent on our directors and executive
officers to successfully operate our company. Their other business interests and activities could divert time and attention from operating
our business.

 We
will need to carefully manage our expanding operations to achieve sustainable growth.

 To
achieve increased revenue levels, complete clinical studies and develop future products, we believe that we will be required to periodically
expand our operations, particularly in the areas of sales and marketing, clinical research, reimbursement, research and development,
manufacturing and quality assurance. As we expand our operations in these areas, management will face new and increased responsibilities.
To accommodate any growth and compete effectively, we must continue to upgrade and improve our information systems, as well as our procedures
and controls across our business, and expand, train, motivate and manage our work force. Our future success will depend significantly
on the ability of our current and future management to operate effectively. Our personnel, systems, procedures and controls may not be
adequate to support our future operations. If we are unable to effectively manage our expected growth, this could have a material adverse
effect on our business, financial condition and results of operations.

 We
could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery and anti-kickback
laws with respect to our activities outside the United States.

 We
distribute our products to locations within and outside the United States and Canada. Our business plan also anticipates VIP offices
outside the United States and Canada. The U.S. Foreign Corrupt Practices Act, and other similar anti-bribery and anti-kickback laws and
regulations, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose
of obtaining or retaining business. As we expect to expand our international operations in the future, we will become increasingly subjected
to these laws and regulations. We cannot assure you that we will be successful in preventing our agents from taking actions in violation
of these laws or regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material
adverse effect on our financial condition, results of operations and cash flows.

 - 46 -

 Risks
Related to Our Products and Regulation

 We
depend in large part on The Vivos Method technology, and the loss of access to this technology would terminate or delay the further development
of our products, injure our reputation or force us to pay higher fees.

 We
depend, in large part, on The Vivos Method technology. The loss of this key technology would seriously impair our business and future
viability, and could result in delays in developing, introducing or maintaining our treatments/products until equivalent technology,
if available, is identified, licensed and integrated. In addition, any defects in the products of The Vivos Method technology or other
technologies we gain access to in the future could prevent the implementation or impair the functionality of our products, delay new
product introductions or injure our reputation. If we are required to acquire or enter into license agreements with third parties for
replacement technologies, we could be subject to higher fees, milestone or royalty payments, assuming we could access such technologies
at all.

 Our
failure to obtain government approvals, including required FDA approvals, or to comply with ongoing, and ever increasing, governmental
regulations relating to our technologies and products could delay or limit introduction of our products and result in failure to achieve
revenue or maintain our ongoing business.

 Our
development activities and the manufacture and marketing of The Vivos Method are subject to extensive regulation for safety, efficacy
and quality by numerous government authorities in the United States and abroad. Before receiving FDA or foreign regulatory clearance
to market our future products needing approval, we will have to demonstrate that these products are safe and effective in the patient
population and for the diseases that are to be treated. Clinical trials, manufacturing and marketing of medical devices are subject to
the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities. The Federal Food, Drug and Cosmetic
Act and other federal, state and foreign statutes and regulations govern and influence the testing, manufacture, labeling, advertising,
distribution and promotion of medical devices. As a result, regulatory approvals for our products not yet approved or that we may develop
in the future can take a number of years or longer to accomplish and require the expenditure of substantial financial, managerial and
other resources.

 Clinical
trials that may be required to support regulatory submissions in the United States are expensive. We cannot assure that we will be able
to complete any required clinical trial programs successfully within any specific time period, and if such clinical trials take longer
to complete than we project, our ability to execute our current business strategy will be adversely affected.

 Conducting
clinical trials is a lengthy, time-consuming and expensive process. Before obtaining regulatory approvals for the commercial sale of
any products, we must demonstrate through clinical trials the safety and effectiveness of our products. We have incurred, and we will
continue to incur, substantial expense for, and devote a significant amount of time to, product development, pilot trial testing, clinical
trials and regulated, compliant manufacturing processes.

 Even
if completed, we do not know if these trials will produce statistically significant or clinically meaningful results sufficient to support
an application for marketing approval. If and how quickly we complete clinical trials is dependent in part upon the rate at which we
are able to advance the rate of patient enrollment, and the rate to collect, clean, lock and analyze the clinical trial database.

 Patient
enrollment in trials is a function of many factors. These include the design of the protocol; the size of the patient population; the
proximity of patients to and availability of clinical sites; the eligibility criteria for the study; the perceived risks and benefits
of the product candidate under study; the medical investigators' efforts to facilitate timely enrollment in clinical trials; the
patient referral practices of local physicians; the existence of competitive clinical trials; and whether other investigational, existing
or new products are available or cleared for the indication. If we experience delays in patient enrollment and/or completion of our clinical
trial programs, we may incur additional costs and delays in our development programs and may not be able to complete our clinical trials
on a cost-effective or timely basis. Accordingly, we may not be able to complete the clinical trials within an acceptable time frame,
if at all. If we fail to enroll and maintain the number of patients for which the clinical trial was designed, the statistical power
of that clinical trial may be reduced, which would make it harder to demonstrate that the product candidate being tested in such clinical
trial is safe and effective. Further, if we or any third party have difficulty enrolling a sufficient number of patients in a timely
or cost-effective manner to conduct clinical trials as planned, or if enrolled patients do not complete the trial as planned, we or a
third party may need to delay or terminate ongoing clinical trials, which could negatively affect our business.

 - 47 -

 The
results of our clinical trials may not support either further clinical development or the commercialization of any new product candidates
or modifications to existing products.

 Even
if our ongoing or contemplated clinical trials are completed as planned, their results may not support either the further clinical development
or the commercialization of any new product candidates or modifications of existing products. The FDA or government authorities may not
agree with our conclusions regarding the results of our clinical trials. Success in preclinical testing and early clinical trials does
not ensure that later clinical trials will be successful, and the results from any later clinical trials may not replicate the results
of prior clinical trials and pre-clinical testing. The clinical trial process may fail to demonstrate that our product candidates are
safe and effective for indicated uses. This failure would cause us to abandon a product candidate or a modification to any existing product
and may delay development of other product candidates. Any delay in, or termination of, our clinical trials will delay the filing of
our 510(k)'s and, ultimately, our ability to commercialize our product candidates and generate product revenue. Generally, Class
II medical device marketed in the U.S. must receive a 510(k) clearance from the FDA. A 510(k) is a premarket submission made to FDA to
demonstrate that the device to be marketed is at least as safe and effective, that is, substantially equivalent (or SE), to a legally
marketed device. Companies must compare their device to one or more similar legally marketed devices, commonly known as "predicates",
and make and support their substantial equivalency claims. The submitting company may not proceed with product marketing until it receives
an order from the FDA declaring a device substantially equivalent. The substantially equivalent determination is usually made within
90 days, based on the information submitted by the applicant.

 In
addition, we or the FDA may suspend our clinical trials at any time if it appears that we are exposing participants to unacceptable health
risks or if the FDA finds deficiencies in the conduct of these trials. A number of companies in the medical technology industry have
suffered significant setbacks in advanced clinical trials despite promising results in earlier trials. In the end, we may be unable to
develop marketable products.

 Modifications
to appliances within The Vivos Method may require additional FDA approvals which, if not obtained, could force us to cease marketing
and/or recall the modified device until we obtain new approvals.

 After
a device receives a 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute
a major change in its intended use, requires a new 510(k) clearance or could require a Premarket approval (or PMA). PMA is the FDA process
of scientific and regulatory review to evaluate the safety and effectiveness of Class III medical devices. Class III devices are those
that support or sustain human life, are of substantial importance in preventing impairment of human health, or which present a potential,
unreasonable risk of illness or injury. Currently we do not market devices within this Class III category nor do we intend to in the
foreseeable future. However, the FDA requires each manufacturer to make this determination in the first instance, but the FDA can review
any decision. If the FDA disagrees with a manufacturer's decision not to seek a new 510(k) clearance, the agency may retroactively
require the manufacturer to seek 510(k) clearance or PMA approval. The FDA also can require the manufacturer to cease marketing and/or
recall the modified devices until 510(k) clearance or PMA approval is obtained. We cannot assure you that the FDA would agree with any
of our decisions not to seek 510(k) clearance or PMA approval. If the FDA requires us to seek 510(k) clearance or PMA approval for any
modification, we also may be required to cease marketing and/or recall the modified device until we obtain a new 510(k) clearance or
PMA approval.

 We
are subject to inspection and market surveillance by the FDA to determine compliance with regulatory requirements. If the FDA finds that
we have failed to comply, the agency can institute a wide variety of enforcement actions which may materially affect our business operations.

 We
are subject to inspection and market surveillance by the FDA to determine compliance with regulatory requirements. If the FDA finds that
we have failed to comply, the agency can institute a wide variety of enforcement actions, ranging from a public warning letter to more
severe sanctions such as:

 fines,
 injunctions and civil penalties;

 - 48 -

 recall,
 detention or seizure of our products;

 the
 issuance of public notices or warnings;

 operating
 restrictions, partial suspension or total shutdown of production;

 refusing
 our requests for a 510(k) clearance of new products or new uses of existing products;

 withdrawing
 a 510(k) clearance already granted; and

 criminal
 prosecution.

 We
have received an FDA warning letter in the past when such a letter was received by our subsidiary BioModeling Solutions, Inc. ("BioModeling"
or "BMS") in January 2018 following a routine FDA audit. In its letter, the FDA noted matters such as inadequate documentation
of certain FDA-required procedures, not keeping certain records and materials in paper format and in triplicate, and using certain descriptive
words and phrases on its website and in marketing materials that were unapproved in advance by FDA. We believe these issues have been
resolved as of our latest FDA audit in fall of 2022 by not having any repeat offenses from the stated observations of said warning letter
and we have submitted written request to have the warning letter resolved.

 The
FDA also has the authority to request repair, replacement or refund of the cost of any medical device manufactured or distributed by
us. Our failure to comply with applicable requirements could lead to an enforcement action that may have an adverse effect on our financial
condition and results of operations.

with The Vivos Method has only been available for a relatively limited time, and we do not know whether there will be significant post-treatment
regression or relapse.

 Patient
treatment using the FDA registered DNA appliance began in 2009, while treatment for mild to moderate OSA using the FDA cleared mRNA appliance
began in 2014. Both began under the prior business model of our predecessor (and now subsidiary) BMS, and well before our formation.
Under the BMS model, the independent treating dentists generated and maintained all records of treatment and ordered their appliances
directly from one of the BMS designated labs. Thus, with the exception of specific patients who participated in studies, clinical trials
or case reports, we have had limited visibility into patient records which might contain data on this subject. Therefore, we have limited
empirical data to support our view that the risk of post treatment regression or relapse is not significant. To the extent a material
number of patients who were treated with The Vivos Method were to be found to experience post-treatment relapse or regression, it could
pose a significant risk to our brand, the willingness or ability of physicians to prescribe and dentists to use our products and the
willingness of patients to engage in treatment with our products and could thus have a material adverse effect on our results of operations.

 We
are subject to potential risks associated with the need to comply with state or other DSO laws.

 Our
core VIP business model does not involve any form of joint ownership, operational control, or employment of licensed professionals by
our company. Thus, we are not typically regarded as a "dental service organization" (or DSO) under the laws of the various
states within the United States or in Canada, in which we conduct most of our business. However, we do operate two retail treatment clinics
in Colorado wherein we do employ dentists under a provider network model consistent with Colorado law. In that respect, we may be regarded
as a DSO. In addition, we have begun to strategically establish a nationwide network of professional corporations, owned by independent
licensed dentists in each state, in order to lay the regulatory groundwork for our Airway Alliance model and program. In essence, Airway
Alliance will operate in similar fashion to a DSO, thus providing us with what we believe to be certain strategic and competitive advantages.
Nevertheless, to the extent we are deemed to be a DSO in any jurisdiction, it could make it difficult or impossible for us to recruit
and retain qualified dentists as VIPs, as some state dental boards are sometimes adverse to corporate DSOs operating in their states.
Moreover, where such DSO-provider relationships are permitted, such regulations may impose significant constraints on the structure and
financial arrangements that are permissible between us and our affiliated dentists in a particular state.

 In
jurisdictions where laws allow DSOs to operate (which includes almost all U.S. states and Canada), a growing number of dentists are affiliating
with corporate DSOs. In those cases, the DSO may not allow their affiliated dentists to offer our products and services or to become
VIPs. Thus, the overall number of dentists who are prospects to become VIPs and utilize our products and services may be reduced, which
would impair our ability to generate revenue from our core VIP business model.

 - 49 -

 Our
Medical Integration Division business line may implicate federal and state laws involving the practice of medicine and related anti-kickback
and similar laws.

 Our
MID was launched in 2020 to assist VIP practices in establishing clinical collaboration ties to local primary care physicians, sleep
specialists, ENTs, pediatricians and other healthcare professionals who routinely see or treat patients with sleep and breathing disorders.
The primary objective of our MID is to promote The Vivos Method to the medical profession and thus facilitate more patients being able
to receive a treatment with The Vivos Method. There is a risk, however, that our MID may implicate legal or regulatory compliance issues
that may arise in the course of our activities, including various Federal healthcare statutes such as the Stark and anti-kickback laws
as well as state-by-state regulations pertaining to inter-disciplinary ownership of professional corporations or other legal entities.
We have conducted research, including obtaining advice from outside legal counsel, regarding the implications of these laws and regulations
to MID and believe the MID's operations will be in compliance with or will not implicate these laws and regulations. However, there
is a risk that such laws and regulations (or similar laws and regulations adopted in the future) might be interpreted, reinterpreted,
or modified in the future in such a way so as to impede or prevent us from continuing to develop or manage our MID, which could lead
to our having to discontinue the MID and could leave us subject to regulatory scrutiny and sanction. No advice of counsel has been obtained
with respect any potential operations of the MID in Canada.

 We
may not be able to prohibit or limit our dentists, physicians and other healthcare professionals from competing with us in our local
markets.

 In
certain states in which we operate or intend to operate, non-compete, non-solicitation, and other negative covenants applicable to employment
or ownership are judicially or statutorily limited in their effectiveness or are entirely unenforceable against dentists, physicians
and other healthcare professionals. As a result, we may not be able to retain our provider relationships or protect our market share,
operational processes or procedures, or limit insiders or VIPs from using competitive information against us or competing with us, which
could have a material adverse effect on our business, financial condition and ability to remain competitive as our arrangements with
our VIPs do not contain competitive restrictions.

 Risks
Related to Our Securities Generally

 The
market for our common stock is relatively new and may not develop to provide investors with adequate liquidity.

 We
conducted our initial public offering in December 2020, and a follow-on offering in May 2021. Therefore, the market for our common stock
is relatively new, and has experienced periods of inactivity as well as significant volatility. We cannot assure you that an orderly
and liquid trading market for our common stock will develop, or if it does develop, it may not be maintained. You may not be able to
sell your common stock quickly or at the market price if trading in our securities is not active.

 The
market price of our common stock has been and may continue to be highly volatile, and you could lose all or part of your investment.

 The
market price of our common stock has been, and is likely in the future to be, volatile (which we define the frequency and magnitude of
movements in the market price for our common stock). As we believe is typical for smaller public companies, particularly those who operate
in our industry, our common stock prices have been volatile around the times we announce significant news to the marketplace or when
we conduct financings. For example, in late November 2023, we announced that our CARE appliances were cleared by the FDA to treat moderate
and severe OSA in adults, 18 years of age and older along with positive airway pressure (PAP) and/or myofunctional therapy, as needed.
This announcement was followed by an over 800% increase in the price of our common stock with over 46 million shares of common stock
traded on November 29, 2023. There is a significant risk that this level of upward market volatility will not be sustained, and downward
volatility in our public stock price could lead to investment losses by our stockholders. It is important to note that market volatility
is not something over which we have direct control.

 - 50 -

 Moreover,
volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. Our stock price
could be subject to wide fluctuations in response to a variety of factors, which include:

 whether
 we achieve our anticipated corporate objectives;

 actual
 or anticipated fluctuations in our quarterly or annual operating results;

 changes
 in our financial or operational estimates or projections;

 our
 ability to implement our operational plans;

 restrictions
 on the ability of our stockholders to sell shares in the future;

 changes
 in the economic performance or market valuations of companies similar to ours; and

 general
 economic or political conditions in the United States or elsewhere.

 In
addition, the stock market in general, and the stock of publicly-traded medical technology companies in particular, have experienced
extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.
Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance,
and downward volatility in our public stock price could lead to investment losses by our stockholders.

 We
are presently subject to potential delisting from Nasdaq, and our failure to meet and maintain the continuing listing requirements of
The Nasdaq Capital Market could result in a delisting of our securities.

 If
we fail to satisfy the continuing listing requirements of Nasdaq, such as the corporate governance, stockholders equity or minimum
closing bid price requirements, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative
effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so.
In the event of a delisting, we would likely take actions to restore our compliance with Nasdaq's listing requirements, but we
can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market
price or improve the liquidity of our securities, prevent our common stock from dropping below the Nasdaq minimum bid price
requirement or prevent future non-compliance with Nasdaq's listing requirements. During 2022, we received two notices from
Nasdaq informing us of our failure to comply with two continuing Nasdaq listing requirements: failure to timely file our reports
with the SEC, and failure to achieve the Nasdaq minimum bid price for 30 consecutive trading days. While both of these deficiencies
were cleared by January 2023, we became subject to additional delisting from Nasdaq during 2023, one for failure to meet the minimum bid
requirement and the other for failing to meet Nasdaq's $2.5 million minimum stockholders' equity requirement.

 On
September 21, 2023, we received a written notice from the Nasdaq staff confirming that since, as of that date, we failed to meet the
minimum bid price requirement, and because as of the period ended June 30, 2023 we also failed the minimum stockholders' equity
requirement, Nasdaq would commence delisting proceedings against us. As permitted under Nasdaq rules, we appealed the Nasdaq staff's
determination and requested a hearing (the "Hearing") before a Nasdaq Hearing Panel (the "Hearing Panel"). The
Hearing request stayed any delisting or suspension action by the Nasdaq staff pending the issuance of the Hearing's Panel decision.
The Hearing took place on November 9, 2023.

 Prior
to the date of the Hearing, we effectuated a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-25.
The reverse stock split became effective on October 25, 2023, and our common stock began trading on a post-reverse stock split basis
on the Nasdaq on October 27, 2023. To satisfy the minimum bid requirement, our common stock was required to trade at above $1.00 per
share for at least 10 trading days, and this was achieved on November 9, 2023. We therefore believe that the Hearing Panel should find
that we have regained compliance with the Minimum Bid Requirement.

 At
the Hearing on November 9, 2023, we presented our plan to regain compliance with the minimum stockholders' equity requirement (the
"Equity Rule"), which plan includes raising additional equity capital. On November 30, 2023, we received a letter from the
Hearings Panel that, subject to certain conditions, the Hearings Panel granted our request to continue to be listed on Nasdaq. These
conditions include providing an update as to our plan to regain compliance with the Equity Rule as well as demonstrating compliance by
March 19, 2024. On February 23, 2024 we presented our plan of compliance to the Hearings Committee. We believe that we will be able to
regain and maintain compliance with both the minimum bid requirement and the minimum stockholders' equity requirement, which would
allow our common stock to continue to trade on Nasdaq. However, there can be no assurance that the Hearing Panel will agree with our
plan, that will be provided adequate time to achieve compliance or, even if provided adequate time, that we will in fact be able to regain
and maintain compliance with both requirements, in which case our common stock would be subject to delisting from Nasdaq. Such a delisting
could have a material adverse effect on our stock price, the ability of our stockholders to buy or sell their common stock, and our reputation,
all of which could make it significantly more difficult to operate our company.

 - 51 -

 The terms of our November
2023 private placement and February 2024 warrant exercise transaction could hamper our fundraising efforts.

 In November
2023, we consummated in a $4 million private placement with a single institutional investor. The terms of the Securities Purchase Agreement
related to such private placement contain certain restrictions that could hamper our future fundraising efforts. Specifically:

 (a) from
November 2, 2023 until forty-five (45) days after the effective date of the registration statement, neither our company nor any subsidiary
of our company shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common
stock or securities convertible into or exercisable for common stock or (ii) file any registration statement or any amendment or supplement
thereto, in each case other than as contemplated by the Registration Rights Agreement we entered into with the investor; or

 (b) from
November 2, 2023 until twelve (12) months after the effective date of the registration statement, we shall be prohibited from effecting
or entering into an agreement to effect any issuance by us or any of our subsidiaries of any shares of common stock or securities convertible
into or exercisable for common stock (or a combination of units thereof) involving a "variable rate transaction", meaning
a transaction in which we (i) issue or sell any debt or equity securities that are convertible into, exchangeable or exercisable for,
or include the right to receive, additional shares of common stock either (i) at a conversion price, exercise price or exchange rate or
other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of common stock at any time after
the initial issuance of such debt or equity securities or (ii) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to our business or the market for the common stock or (ii) enter into, or effect a transaction under,
any agreement, including, but not limited to, an equity line of credit, whereby we may issue securities at a future determined price.

 On February
14 2024, we entered into a warrant inducement letter (the "Inducement Agreement") with the same institutional investor. The
terms of this Inducement Agreement contain certain restrictions that could hamper our future fundraising efforts. Specifically:

 (a) from
February 14, 2024 until forty-five (45) days after the closing date of the Inducement Agreement, neither our Company nor any subsidiary
of our Company shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common
stock or securities convertible into or exercisable for common stock or (ii) file any registration statement or any amendment or supplement
thereto, in each case other than as contemplated by the Registration Rights Agreement we entered into with the investor

 (b) From
February 14, 2024 until six (6) months after the effective date of the registration statement we are required to file in connection with
the transactions contemplated by the Inducement Agreement, we shall be prohibited from effecting or entering into an agreement to effect
any issuance by us or any of our subsidiaries of any shares of common stock or securities convertible into or exercisable for common stock
(or a combination of units thereof) involving a "variable rate transaction", meaning a transaction in which we (i) issue or
sell any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional
shares of common stock either (i) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies
with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity
securities or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our
business or the market for the common stock or (ii) enter into, or effect a transaction under, any agreement, including, but not limited
to, an equity line of credit, whereby we may issue securities at a future determined price.

 The existence of these restrictions could reduce the number of fundraising
structures available to us, or could discourage potential investors from making offers of investment to us. As a result, we may find it
more difficult to raise required funding at times and on terms we deem desirable, and our inability to raise necessary funding could have
a material adverse effect on our company and stock price. This is of particular risk to our company as of the date of this Report, since
we need to raise additional equity capital to bolster our stockholders' equity for Nasdaq Stock Market purposes and to fund and
grow our business generally.

 If
our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

 The
Securities and Exchange Commission (or SEC) has adopted rules that regulate broker-dealer practices in connection with transactions in
penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain
national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume
information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing
on Nasdaq and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules
require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction
in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure
statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability
statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common
stock, and therefore stockholders may have difficulty selling their shares.

 - 52 -

 There
can be no assurance that we will ever provide liquidity to our investors through a sale of our company.

 While
acquisitions of medical technology companies like ours are not uncommon, potential investors are cautioned that no assurances can be
given that any form of merger, combination, or sale of our company will take place relating to our company, or that any merger, combination,
or sale, even if consummated, would provide liquidity or a profit for our investors. You should not invest in our company with the expectation
that we will be able to sell the business in order to provide liquidity or a profit for our investors.

 Actions
of activist shareholders could be disruptive and potentially costly and the possibility that activist shareholders may seek changes that
conflict with our strategic direction could cause uncertainty about the strategic direction of our business.

 Activist
investors or other stockholders who disagree with our management may attempt to effect changes in our strategic direction and how our
company is governed or may seek to acquire control over our company. Some investors (commonly known as "activist investors")
seek to increase short-term stockholder value by advocating corporate actions such as financial restructuring, increased borrowing, special
dividends, stock repurchases, or even sales of assets or the entire company. Activist campaigns can also seek to change the composition
of our board of directors, and campaigns that contest or conflict with our strategic direction could have an adverse effect on our results
of operations and financial condition as responding to proxy contests and other actions by activist shareholders can disrupt our operations,
be costly and time-consuming, and divert the attention of our board of directors and senior management from the pursuit of our business
strategies. In addition, perceived uncertainties as to our future direction that can arise from potential changes to the composition
of our board of directors sought by activists may lead to the perception of a change in the direction of the business, instability or
lack of continuity which may be exploited by our competitors, may cause concern to our current or potential customers or other partners,
may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and
business partners. These types of actions could divert our management's attention from our business or cause significant fluctuations
in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying
fundamentals and prospects of our business, all of which could have a material adverse effect on our company.

 We
are an "emerging growth company," and the reduced disclosure requirements applicable to emerging growth companies may make
our common stock less attractive to investors.

 We
are an "emerging growth company," or EGC, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.
We will remain an EGC until the earlier of: (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235
billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public
offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv)
the date on which we are deemed to be a large accelerated filer under the rules of the SEC. For so long as we remain an EGC, we are permitted
and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging
growth companies. These exemptions include:

 not
 being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404;

 - 53 -

 not
 being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
 audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial
 statements;

 being
 permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,
 with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations"
 disclosure;

 reduced
 disclosure obligations regarding executive compensation; and

 exemptions
 from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
 payments not previously approved.

 We
may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of reduced reporting burdens
in this Annual Report on Form 10-K. In particular, we have not included all of the executive compensation information that would be required
if we were not an EGC. We cannot predict whether investors will find our common stock less attractive if we rely on certain or all of
these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for
our common stock and our stock price may be more volatile.

 We
continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial
time to new compliance initiatives.

 As
a public company, and particularly after we are no longer an EGC, we will incur significant legal, accounting and other expenses that
we did not incur as a private company. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and Nasdaq have
imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls
and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance
initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities
more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive
for us to obtain director and officer liability insurance.

to Section 404, we will be required to furnish a report by our management on our internal control over financial reporting, including
an attestation report on internal control over financial reporting issued by our independent registered public accounting firm if certain
criteria are met. However, while we remain an EGC, we will not be required to include an attestation report on internal control over
financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed
period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly
and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and
adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve
control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting
and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent
registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting
is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence
in the reliability of our financial statements.

 - 54 -

 Certain
provisions of our Certificate of Incorporation may make it more difficult for a third party to effect a change-of-control.

 Our
Certificate of Incorporation authorizes our board of directors to issue up to 50,000,000 shares of preferred stock. The preferred stock
may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further
action by the stockholders. These terms may include preferences as to dividends and liquidation, conversion rights, redemption rights
and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore
could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used
to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock
could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn
could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively
affect the market price of our common stock.

 Our
bylaws designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by
our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our
directors, officers, or employees.

 Our
bylaws provide that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware (or, if the
Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for:
(i) any derivative action or proceeding brought on behalf of our company; (ii) any action asserting a claim for breach of a fiduciary
duty owed by any director, officer, employee, or agent of ours to us or our stockholders; (iii) any action asserting a claim arising
pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or the bylaws; and (iv) any action
asserting a claim governed by the internal affairs doctrine (the "Delaware Forum Provision"). Our bylaws further provide
that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America
shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the "Federal
Forum Provision"). In addition, our bylaws provide that any person or entity purchasing or otherwise acquiring any interest in
shares of our common stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision.

 Section
27 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the
Delaware Forum Provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim
for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce
this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 We
recognize that the Delaware Forum Provision and the Federal Forum Provision in our bylaws may impose additional litigation costs on stockholders
in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the Delaware
Forum Provision and the Federal Forum Provision may limit our stockholders' ability to bring a claim in a forum that they find
favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors,
officers and employees even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme
Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in
federal court were "facially valid" under Delaware law, there is uncertainty as to whether other courts will enforce the
Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving
such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is
not enforceable or invalid. The Court of Chancery of the State of Delaware and the United States District Court may also reach different
judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise
choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

 - 55 -

 Limitations
on director and officer liability and indemnification of our officers and directors by us may discourage stockholders from bringing suit
against an officer or director.

 Our
Certificate of Incorporation and bylaws provide that, to the fullest extent permitted by Delaware law, as it presently exists or may
be amended from time to time, a director shall not be personally liable to us or our stockholders for monetary damages for any breach
of fiduciary duty as a director. Under Delaware law, this limitation of liability does not extend to, among other things, acts or omissions
which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage
stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative
litigation brought by stockholders on our behalf against a director or officer.

 We
are responsible for the indemnification of our officers and directors.

 Should
our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital.
Our Certificate of Incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of our company. This indemnification policy could result in substantial expenditures,
which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability for our
key personnel, we may be unable to continue operating as a going concern.

 Our
ability to use our net operating losses and research and development credit carryforwards to offset future taxable income may limited,
perhaps substantially.

 In
general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (or the Code), a corporation that undergoes an "ownership
change," generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to
limitations on its ability to utilize its pre-change net operating losses ("NOLs"), carryforwards to offset future taxable
income. Our existing NOLs may be subject to limitations arising from previous ownership changes. If we undergo, or are deemed to have
previously undergone, an ownership change, our ability to utilize NOLs carryforwards could be limited (perhaps substantially) by Sections
382 and 383 of the Code. Additionally, future changes in our stock ownership, some of which might be beyond our control, could result
in an ownership change under Section 382 of the Code. For these reasons, in the event we experience or are deemed to have experienced
an "ownership change" for these purposes, we may not be able to utilize a material or even a substantial portion of the NOLs
carryforwards, even if we attain profitability. We have not completed a Code Section 382 analysis regarding any limitation on our NOL
carryforwards.

 The
financial and operational projections that we may make from time to time are subject to inherent risks.

 The
projections that our management may provide from time to time (including, but not limited to, those relating to market sizes and other
financial or operational matters) reflect numerous assumptions made by management, including assumptions with respect to our specific
as well as general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many
of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections
themselves, will prove inaccurate. There will be differences between actual and projected results, and actual results may be materially
different from those contained in the projections. The inclusion of the projections in this Annual Report should not be regarded as an
indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future
events, and the projections should not be relied upon as such.

 If
we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments.

 If
we were to dissolve as a corporation, as part of ceasing to do business or otherwise, we may be required to pay all amounts owed to any
creditors before distributing any assets to the investors. There is a risk that in the event of such a dissolution, there will be insufficient
funds to repay amounts owed to holders of any of our indebtedness and insufficient assets to distribute to our other investors, in which
case investors could lose their entire investment.

 An
investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related
party is offering any tax assurances or guidance regarding our company or your investment.

 The
formation of our company and our financings, as well as an investment in our company generally, involves complex federal, state and local
income tax considerations. Neither the Internal Revenue Service nor any state or local taxing authority has reviewed the transactions
described herein, and may take different positions than the ones contemplated by management. You are strongly urged to consult your own
tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or
similar advice, nor are any such persons making any representations and warranties regarding such matters.

 - 56 -

we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be
your sole source of gain.

 We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to
finance the growth and development of our business. This means that it is very unlikely that we will pay dividends on our shares of common
stock. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation,
if any, of our common stock will be your sole source of gain for the foreseeable future.

 If
securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they
change their recommendations regarding our common stock adversely, the price of our common stock and trading volume could decline.

 The
trading market for our common stock may be influenced by the research and reports that securities or industry analysts may publish about
us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our common
stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely
decline. If any analyst who may cover us was to cease coverage of our company or fail to regularly publish reports on us, we could lose
visibility in the financial markets, which in turn could cause the price of our common stock or trading volume to decline.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 Risk management and strategy

 We understand the importance of preventing, assessing, identifying, and managing material risks associated with cybersecurity threats. Processes to manage risks from cybersecurity threats have been incorporated as a part of our overall risk assessment process. Our cybersecurity risks include theft of business data, fraud or extortion, lack of access to our information systems, harm to employees, harm to business partners, violation of privacy laws, potential reputational damage, and litigation or other legal risk if a cybersecurity incident were to occur. It is difficult to assign a monetary materiality assessment to these risks or to the impact if we were to sustain a breach of our systems. Our approach is based on the premise that any cybersecurity incident could result in material harm to our company.

 We utilize a seasoned and mature artificial intelligence-based security system that learns and monitors the actions of individuals that have access to our networks and systems, including location of access (notably from international locations), email, and SAAS platforms that we don't host. The system not only protects based off of the specific rules implemented, it also takes action based on user activity (including remote access to our systems by our employees) that is outside their normal behavior pattern. Additionally, our employees go through cybersecurity awareness training as part of their onboarding procedures.

 If a threat is detected, our system automatically notifies our internal information systems management ("ISM") team of all activities and ranks those activities based on their level of threat to the system and/or deviation of behavior from normal. Severe threats notify the ISM team via text message, regardless of hours of operation. In addition to the notification, the system will automatically take action to secure the system, up to and including blocking user accounts and access. The ISM team will then review the notification, assess the action that was taken against the actual threat, and then clear the condition or take further action.

 To mitigate risk, we periodically evaluate and assess the threat landscape and our security controls, through assessments, regular network and endpoint monitoring. We also have processes to oversee and identify material cybersecurity risks associated with our use of third-party service providers, including performing diligence on certain third parties that have access to our systems, data or facilities that store such systems or data, continually monitoring cybersecurity threat risks identified through such diligence

 Under our framework, cybersecurity
issues, including those involving vulnerabilities introduced by our use of third-party software, are analyzed by subject matter experts
for potential financial, operational, and reputational risks, based on, among other factors, the nature of the matter and breadth of impact.

 As of the date of this Report, there
have been no cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, operations,
or financial condition.

 Governance

 Matters
determined to present potential material impacts to our financial results, operations, and/or reputation would immediately be reported
by our Senior Vice President of Technology to our Chief Financial Officer and escalated, as appropriate, to our board of directors or
individual members or committees thereof, in accordance with our escalation framework. Given the lack of material cybersecurity incidents
relating to our company, we have not been required to escalate any matters to our board of directors, although management keeps the board
of directors periodically informed of cybersecurity matters. In addition, we have established procedures to ensure that members of our
management responsible for overseeing the effectiveness of disclosure controls are informed in a timely manner of known cybersecurity
risks and incidents that may materially impact our operations and that timely public disclosure is made, as appropriate.

 Item
2. Properties.

 We
lease approximately 8,253 rentable square feet of office space from an unaffiliated third party for our corporate office located at 7921
Southpark Plaza, Suite 210, Littleton, Colorado. This lease expires in November 2027. Terms of the office lease currently provide for
a base rent payment of $16,506 per month. We also lease approximately 2,220 rentable square feet of space from an unaffiliated third
party for one of our Vivos Centers located at 4795 Larimer Parkway, Johnstown, Colorado. This lease expires in February 2025. Terms of
the office lease provide for a base rent payment of $3,608 per month and a share of the buildings operating expenses such as taxes and
maintenance of $2,035 per month. We also lease 3,643 rentable square feet of space from an unaffiliated third party for our Vivos Center
located at 9135 Ridgeline Boulevard, Highlands Ranch, Colorado. This lease expires in January 2029. Terms of the office provide for a
base rent payment of $5,465 per month and a share of the building's operating expenses such as taxes and maintenance of $3,273
per month. Effective May 20, 2019, we entered into a lease at 7001 Tower Road, Denver, Colorado for 14,732 rentable square feet for the
Vivos Institute and amended the lease effective March 11, 2022 to increase the premises by 9,129 rentable square feet for a total of
23,861 rentable square feet. This facility was built primarily as a training facility where our VIPs are trained and the additional square
footage is for office space and fulfillment. We believe that these facilities are adequate for our current and near-term future needs.

 Item
3. Legal Proceedings.

 From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Below
is a description of our outstanding pending litigation matters. Litigation is subject to inherent uncertainties and an adverse result
in the below described or other matters may arise from time to time that may harm our business.

 - 57 -

 On
June 5, 2020, we filed suit against Ortho-Tain, Inc. ("Ortho-Tain") in the United States District Court for the District
of Colorado seeking relief from certain false, threatening, and defamatory statements to our business affiliate, Benco Dental ("Benco").
We believe such statements have interfered with our business relationship and contract, causing harm to our reputation, loss of goodwill,
and unspecified monetary damages. On February 12, 2021, we amended our complaint to add claims for false advertising and unfair business
practices, as well as additional variants of the original claims to address Ortho-Tain's alleged false advertising campaign against
us in the fall of 2020. Our amended complaint seeks permanent injunctive relief to prevent what we believe are defamatory statements
and interference with our business relationships by Ortho-Tain.

 We
further seek declaratory relief to refute the defendant's false allegations, as well as monetary damages. Prior to filing suit,
we worked collaboratively with legal counsel at Benco to address and resolve this matter. Such efforts were unsuccessful. On February
26, 2021, Ortho-Tain, Inc. filed a motion to dismiss the amended complaint. We opposed the motion. On June 21, 2022, the Tenth Circuit
entered an order and judgment. Pursuant to such order, the appeal was terminated and the case remanded to the U.S. District Court for
the District of Colorado for further proceedings. On July 13, 2022, the Clerk of Court for the Tenth Circuit transferred jurisdiction
back to the District Court. On February 1, 2023, Ortho-Tain filed a motion to re-open the district court case and set a status conference.
On February 22, 2023, Vivos filed a notice of non-opposition joining that request. On July 26, 2023, the District Court reopened the
case. On February 14, 2024, the District Court issued an order denying Ortho-Tain's motion to dismiss after analyzing the issue
of litigation privilege under the standard ordered by the Tenth Circuit. In response, Ortho-Tain filed a notice of appeal of the District
Court's order on February 14, 2024. The appeal has been docketed in the Tenth Circuit, and the record has been completed. On March 5, 2024, Vivos filed a motion to dismiss the appeal for lack of
jurisdiction. Ortho-Tain filed its response to the motion to dismiss on March 19, 2024. Vivos' reply in support of the
motion to dismiss is to be filed by March 26, 2024. On March 20, 2024, the Court ordered that Vivos' motion to dismiss for lack
of jurisdiction will be referred to the panel of judges to be assigned to the appeal, that no ruling on the motion to dismiss would issue
at this time, and that Ortho-Tain is to file its opening brief on or before April 29, 2024.

 On
July 22, 2020 Ortho-Tain, Inc. filed a Complaint at Law in the United States District Court for the Northern District of Illinois naming
Vivos, along with the Company's Chief Executive Officer, R. Kirk Huntsman, Benco Dental Supply Co., Dr. Brian Kraft, Dr. Ben Miraglia,
and Dr. Mark Musso. The Ortho-Tain complaint alleges violation of the Lanham Act and an alleged civil conspiracy among the defendants
to violate the Lanham Act by an alleged false designation of origin related to a presentation given by Dr. Brian Kraft at an event sponsored
by the Company and Benco Dental. Ortho-Tain also alleges that the actions of the defendants, including the Company, diverted sales from
Ortho-Tain, deprived Ortho-Tain of advertising value and resulted in a loss of goodwill to Ortho-Tain. Ortho-Tain also alleges two separate
breach of contract actions against Dr. Brian Kraft and the Company's Chief Executive Officer, R. Kirk Huntsman. On September 9,
2020, the Company moved to dismiss the claims against it. On May 14, 2021, the United States District Judge entered an order granting
the Company's motion to stay this case pending the outcome of a substantially similar, first-filed suit by the Company pending
in the United States District Court for the District of Colorado. In light of the stay, the Court denied, without prejudice, the Company's
pending motion to dismiss. On September 3, 2021, on December 2, 2021, on April 4, 2022, on July 5, 2022, on September 19, 2022, and on
November 22, 2022 the Court extended the stay. On March 2, 2023, the Court lifted the stay.

 On
April 13, 2023, the Court ordered the parties to exchange Rule 26(a) disclosures by May 1, 2023 and issue initial written discovery by
May 15, 2023. Further, the Court referred the matter to the Magistrate Judge to conduct a settlement conference. On April 28, 2023, the
Court clarified that Dr. Musso's court ordered participation in settlement and discovery did not waive his objections to personal
jurisdiction and venue, and that Defendants did not need to file a response to the Complaint at this time. On June 2, 2023, the case
was reassigned to the Hon. LaShonda A. Hunt. On July 11, 2023, the Magistrate Judge scheduled a settlement conference for September 1,
2023. On August 1, 2023, Judge Hunt set a deadline to refile motions to dismiss as August 15, 2023, stayed discovery pending resolution
of the motions, and authorized the parties to cancel the settlement conference. The Company filed a motion to dismiss on August 15, 2023,
and a reply brief on October 3, 2023. The Parties are currently awaiting a decision on the motion to dismiss.

 On
May 23, 2022, Dr. G. Dave Singh ("Dr. Singh"), the founder and former director and Chief Medical Officer of our company,
through his legal counsel, sent a demand letter (the "Demand Letter") to us. The Demand Letter asserted certain allegations,
including an assertion that contested our decision to terminate Dr. Singh's employment for cause in March 2022. As previously disclosed,
on March 1, 2022, with the unanimous approval of our Board of Directors, we provided notice of termination of Dr. Singh's employment
with our company "for cause" pursuant to the terms Dr. Singh's amended and restated employment agreement with us (the
"Employment Agreement"). In the Demand Letter, Dr. Singh also asserted certain potential claims against us and/or R. Kirk
Huntsman, our Chairman and Chief Executive Officer, including for breach of contract, breach of fiduciary duty, defamation and other
civil claims and remedies which could include severance payments to Dr. Singh and other money relief if Dr. Singh's claims are
upheld in arbitration. We believe that Dr. Singh's assertions completely lack merit in fact or law and further believes that Dr.
Singh will be unable to establish actionable damages. Further, we believe that several provisions of Dr. Singh's Employment Agreement
limit or restrict claims Dr. Singh is alleging, including a mandatory arbitration clause and exclusive remedy provisions. However, no
assurances can be given that our positions regarding the Demand Letter or the Employment Agreement will be upheld by an arbitrator. The
parties engaged in voluntary mediation, with no resolution reached.

 - 58 -

 On
November 3, 2022, the Company initiated arbitration with the American Arbitration Association against Dr. Gurdev Dave Singh. The Company's
Demand for Arbitration alleged that Dr. Singh's behaviors and actions constituted a breach of the Employment Agreement as well
as a breach of a fiduciary duty to which he owed the Company, and requests that the Arbitrator declare that Dr. Singh's sole remedy
or relief against the Company is what was agreed upon in the Employment Agreement. On December 7, 2022, Dr. Singh filed a Cross-Complaint
in the Arbitration alleging claims against the Company for breach of contract, employment discrimination, and violation of the Colorado
Wage Act. On August 18, 2023, the Company filed an Amended Demand for Arbitration to add two claims for breach of contract of the restrictive
covenants for Dr. Singh's work with Koala Plus and with Stimcore. On January 8, 2024, the Company and Dr. Singh reached a settlement
and the arbitration has been closed, with the arbitrator maintaining jurisdiction for any issues that may arise from the enforcement
of the settlement agreement.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Our
common stock is currently listed on the Nasdaq Capital Market under the symbol "VVOS". On March 26, 2024, the last reported
sale price of the shares of our common stock as reported on NASDAQ was $4.47 per share.

 Holders
of Record

 On
March 26, 2024, we had approximately 7,309 stockholders of record. On March 26, 2024, there were 2,731,270 shares of our common stock
issued and outstanding. In addition, we believe that a significant number of beneficial owners of our common stock hold their shares
in street name

 Recent
Sales of Unregistered Securities

 The
following is a summary of transactions by us within the past three years involving sales or our securities that were not registered under
the Securities Act. All of the sales listed below were made pursuant to an exemption from registration afforded by Section 4(a)(2) of
the Securities Act and/or Regulation D thereunder in that (i) none of the offers and sales constituted a public offering of securities
and/or (ii) the securities were only offered and sold to accredited investors.

 In
November 2020, Vivos Therapeutics issued warrants to certain shareholders to purchase an aggregate of 13,000 shares of common stock.
Such warrants are substantially similar to the Series B Warrants except such warrants will be exercisable for a period of 36 months,
beginning six months after the consummation of the initial public offering and ending on the forty-second month anniversary of the consummation
of our initial public offering. See "Management—October 2020 Derivative Demand and Settlement" in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021 for further information on the issuance
of these warrants.

 On
March 12, 2021, Vivos Therapeutics granted options to purchase up to 5,800 shares of common stock at an exercise price of $187.50 share
in the following amounts to employees and consultants, 4,800 to two employees (4,000 and 800 respectively) with standard vesting on each
of the following dates: (i) 20% as of the date of grant and (ii) 20% at the end of each year following the date of grant, and 1,000 to
a consultant with standard vesting on each of the following dates: (i) 20% as of the date of grant and (ii) 20% at the end of each year
following the date of grant.

 - 59 -

 On
March 29, 2021 and as part of the acquisition of certain assets from, and the entry into related agreements with, MyoCorrect, LLC and
its affiliates, Vivos Therapeutics issued three-year warrants to purchase 8,000 shares of our common stock with an exercise price of
$187.50 per share. 1,000 of these warrants vested initially upon issuance, but the remainder only vest and become exercisable upon the
achievement of pre-determined performance metrics related to the utilization of MyoCorrect. These warrants may be exercised only for
cash, and the exercise price is subject to customary, stock-based anti-dilution protection.

 On
April 14, 2021 and as part of the acquisition of certain assets from, and the entry into related agreements with, Lyon Management &
Consulting, LLC and its affiliates, we issued three year warrants to purchase 1,000 shares of our common stock with an exercise price
of $222.50 per share. 200 of these warrants vested initially upon issuance, but the remainder only vest and become exercisable at the
end of each anniversary year following the issuance date. These warrants may be exercised only for cash, and the exercise price is subject
to customary, stock-based anti-dilution protection.

the period from March 12, 2021 through March 30, 2021, Vivos Therapeutics issued warrants to purchase an aggregate of 3,800 shares of
common stock to contractors and consultants in exchange for services. These warrants have an exercise price of $187.50 per share. 1,800
of these warrants vested initially upon issuance, but the remainder only vest and become exercisable at the end of each anniversary year
following the issuance date. These warrants may be exercised only for cash, and the exercise price is subject to customary, stock-based
anti-dilution protection.

 On
February 25, 2022 the Company issued 11,600 stock options to certain employees and officers with an exercise price of $81.75 per share,
one-fifth vested on the date of grant, and one-fifth vests annually through February 25, 2026. Additionally, the Company issued warrants
to purchase 3,200 shares of the Company's common stock to certain consultants for sales consulting services with an exercise price
of $81.75 per share, vesting monthly over one year term of the agreement. These warrants may be exercised only for cash, and the exercise
price is subject to customary, stock-based anti-dilution protection.

 On
May 12, 2022, the Company issued 10,600 stock options to certain employees and officers with an exercise price of $32.25 per share, one-fifth
vested on the date of grant, and one-fifth vests annually through May 12, 2027. Additionally, the Company issued warrants to purchase
5,200 shares of the Company's common stock to certain consultants for sales consulting services with an exercise price of $32.25
per share. 1,600 of these warrants vested immediately upon issuance, 2,400 of these warrants vest monthly over a six month term and 1,200
of these warrants vest monthly over one year term of the agreement. These warrants may be exercised only for cash, and the exercise price
is subject to customary, stock-based anti-dilution protection.

 On
July 8, 2022, the Company issued 600 stock options to a certain employee with an exercise price of $36.25 per share, one-fifth vested
on the date of grant, and one-fifth vests annually through July 8, 2027.

 On
December 23, 2022, the Company issued 56,167 stock options to certain employees and officers with an exercise price of $12.00 per share,
31,500 of these options vested one-fifth on the date of grant, and one-fifth vests annually through December 23, 2026, 6,400 of these
options vested 50% on the date of grant, and 25% vest on March 23, 2023, and the remaining 25% vest on June 23, 2023, and 18,267 of these
options vested immediately upon issuance. Additionally, the Company issued warrants to purchase 34,000 shares of the Company's
common stock to certain consultants for sales consulting services with an exercise price of $12.00 per share. 22,300 of these warrants
vested immediately upon issuance, 1,100 of these warrants vest quarterly over one year term, 4,600 of these warrants vest quarterly over
two year term of the agreement, 2,000 of these warrants vest annually over two year term, and 4,000 of these warrants exercisable upon
the achievement of pre-determined performance metrics. These warrants may be exercised only for cash, and the exercise price is subject
to customary, stock-based anti-dilution protection.

 On
January 9, 2023, the Company, closed a private placement (the "Private Placement") pursuant to which the Company agreed sell
up to an aggregate of $8,000,000 of securities of the Company of units. Each unit consists of one share of the Company's common
stock, $0.0001 par value (or a pre-funded warrant to purchase one share of Common Stock) (the "Pre-Funded Warrants") and
one warrant exercisable for one share Common Stock (the "Common Stock Purchase Warrants" and together with the Pre-Funded
Warrants, the "Warrants"). No actual units will be issued in the Private Placement.

 - 60 -

to the Purchase Agreement, the Company agreed to issue and sell in the Private Placement 80,000 Shares, Pre-Funded Warrants to purchase
up to an aggregate of 186,666 shares of Common Stock and Common Stock Purchase Warrants to purchase up to an aggregate of 266,667 shares
of Common Stock (collectively with the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants, the "Warrant
Shares"). The purchase price per Share and associated Common Stock Purchase Warrant was $30.00, and the purchase price per Pre-Funded
Warrant and associated Common Stock Purchase Warrant was $29.9998.

 Each
Common Stock Purchase Warrant entitles the holder, for a period of five years and 6 months, to purchase one share of Common Stock at
an exercise price of $30.00 per share. Each Pre-Funded Warrant entitles the holder, for a period until all Pre-Funded Warrants are exercised,
to purchase one share of Common Stock at an exercise price of $0.0001 per share. The Warrants also contain customary beneficial ownership
limitations that may be waived at the option of each holder upon 61 days' notice to the Company.

 On
November 2, 2023, the Company closed a private placement (the "November 2023 Private Placement") with an institutional
investor pursuant to which the Company sold an aggregate of $4,000,003 of securities in a private placement consisting of (i)
130,000 shares of Common Stock, (ii) a pre-funded warrant to purchase 850,393 shares of Common Stock at an exercise price of $0.0001
per share, (iii) a five-year Series A Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock with an
exercise price of $3.83 per share and (iii) an 18-month Series B Common Stock Purchase Warrant (the "Series B Warrant")
to purchase up to 980,393 shares of Common Stock with an exercise price of $3.83 per share.

 On February
14, 2024, we entered into a warrant inducement letter agreement (the "Inducement Agreement") with the same institutional investor
in the November 2023 Private Placement pursuant to which the investor agreed to exercise for cash the entirety of the Series B Warrant
at an exercise price of $4.02 per share (with such exercise price being established for purposes of compliance with the listing rules
of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $4.0 million. Pursuant to the Inducement Agreement,
in consideration for the immediate exercise of the Series B Warrant in full, we agreed to issue to the investor, in a new private placement
transaction (the "Inducement Transaction"): (i) a 5-year, Series B-1 Common Stock Purchase Warrant to purchase 735,296 shares
of our common stock at an exercise price of $5.05 per share, and (ii) an 18-month, Series B-2 common stock purchase warrant to purchase
735,296 shares of our common stock at an exercise price of $5.05 per share (collectively, the "Inducement Warrants" and such
aggregate 1,470,592 shares of Common Stock underlying the Inducement Warrants, the "Inducement Warrant Shares"). The Inducement
Warrants are identical to each other, other than their dates of expiration, and are substantially identical to the Series B Warrant.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
following information is provided as of December 31, 2023, regarding our common stock that may be issued under our 2017 stock and option
award plan (the "2017 Plan"), and our 2019 stock and option award plan (the "2019 Plan").

 Shares to
 be Issued Upon

 Exercise of
 Outstanding

 Options,
 and Rights

 Securities

 Number of

 Weighted
 Average

 Available
 For
 Future

 Plan Category:

 Exercise
 Price

 Issuance

 Equity compensation plans approved by security
 holders:

 2017 Plan

 53,333
 (1)

 $
 -

 -

 2019 Plan

 174,667
 (2)

 -

 100,750

 Total

 228,000

 72.50

 100,750

 (1)

 The
 2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our board of directors
 and stockholders have approved a total reserve of 53,333 shares for issuance under the 2017 Plan.

 (2)

 The
 2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our board of directors
 and stockholders have approved a total reserve of 174,667 shares for issuance out of which 10,000 shares have been exercised under
 the 2019 Plan.

 - 61 -

 Dividend
Policy

 As
of the date of this Annual Report on Form 10-K, we have never paid or declared any cash dividends on our common stock, and we do not
anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future
earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of
our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects,
contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Our future
ability to pay cash dividends on our stock may also be limited by the terms of any future debt or preferred securities or future credit
facility.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers.

 None.

 Item
6. Reserved.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial
statements and the related notes to those statements included elsewhere in this Annual Report on Form 10-K. In addition to historical
financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and
assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Part
I. "Item 1A. Risk Factors'' and elsewhere in this Annual Report on Form 10-K.

 Overview

 We
are a revenue stage medical technology company focused on the development and commercialization of innovative treatment alternatives
for patients with dentofacial abnormalities and/or patients diagnosed with mild to severe obstructive sleep apnea ("OSA")
and snoring in adults. We believe our technologies and conventions represent a significant improvement in the treatment of mild to severe
OSA versus other treatments such as continuous positive airway pressure ("CPAP") or palliative oral appliance therapies.
Our alternative treatments are part of The Vivos Method.

 The
Vivos Method is an advanced therapeutic protocol, which often combines the use of customized oral appliance specifications and proprietary
clinical treatments developed by our company and prescribed by specially trained dentists in cooperation with their medical colleagues.
Published studies have shown that using our customized appliances and clinical treatments led to significantly lower Apnea Hypopnea Index
scores and have improved other conditions associated with OSA. Approximately 42,000 patients have been treated to date worldwide with
our entire current suite of products by more than 1,900 trained dentists.

 Our
business model is focused around dentists, and our program to train independent dentists and offer them other value-added services in
connection with their ordering and use of The Vivos Method for patients is called the Vivos Integrated Practice ("VIP")
program.

 See
Note 1 to the accompanying financial statements for additional background information on our Company and current product and service
offerings.

 Impact
of COVID-19

 In
December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of
the virus resulted in a world-wide pandemic. By March 2020, the U.S. economy had been largely shut down by mass quarantines and government
mandated stay-in-place orders (the "Orders") to halt the spread of the virus, now widely acknowledged to have been generally
ineffective, and in many ways, harmful. As a result, nearly all of these Orders have been relaxed or lifted, but there is considerable
uncertainty about whether the Orders will be reinstated should a new COVID-19 variant or entirely new virus emerge.

 - 62 -

 Our
business was materially impacted by COVID-19 in 2020 and to some extent thereafter through the early part of 2023 due to the actions
of governmental bodies that mandated quarantines and lockdowns that resulted in many of our VIPs and potential VIPs having to close their
offices. The impact of COVID-19 on our business diminished somewhat as 2023 has progressed. It appears that the latest COVID-19 subvariants
evoke generally milder symptoms and do not pose the same health or economic threat as previous strains. However, the residual effects
of the pandemic on dental workforce availability as well as patient precautionary measures continued to negatively impact our VIP dental
practices and our revenue across the U.S. and Canada during 2022 and into 2023. We believe new enrollments during the third quarter of
2023 continued to be negatively impacted by the ongoing overall workforce uncertainties in the dental market. In addition, new variants
of COVID-19 continue to arise, and such variants may in the future cause an adverse effect on the dental market. As such, the long-term
financial impact on our business of COVID-19 as well as these other matters cannot reasonably be fully estimated at this time.

 Material
Items, Trends and Risks Impacting Our Business

 We
believe that the following items and trends may be useful in better understanding our results of operations.

 New
VIP Enrollments (Service Revenue). Enrolling dental practices as VIPs is the first step in our ability to generate new revenue. As
part of the VIP enrollment fee, we enter into a service contract with VIPs under which they receive training on the use of the Vivos
treatment modalities. VIPs have the ability to start generating revenue for us and themselves after this training. To entice dentists
to enroll as VIPs, we have worked with different marketing programs (which we generally call a "discovery track") with respect
to the payment of VIPs enrollment fee, including discounts and payment plans. Once VIPs execute their VIP enrollment agreement, the discovery
track allows the VIP 45 to 60 days to obtain financing and pay the enrollment fee. Ongoing support and additional training is provided
throughout the year under the services contract, which includes access to our proprietary Airway Intelligence Services, which provides
the VIP with resources to help simplify the sleep apnea diagnostic and Vivos treatment planning process.

 In
addition to enrollment service revenue, we offer additional services, such as our Billing Intelligence Services offering, and MyoCorrect
orofacial myofunctional therapy services, which was introduced in April 2021. Revenue for these services is recognized as the Company's
performance obligations are satisfied in accordance with ASC 606.

 We
are also engaging in strategic collaborations to market the benefits of the Vivos treatment modalities and VIP enrollment to dentists,
including our cooperative relationships with various medical providers to deliver diagnostic and medical consultation services to people
across North America who suffer from OSA.

 We
recognize revenue on VIP enrollments once the contract is executed, payment is received, and as the Company's performance obligations
are satisfied in accordance with ASC 606.

 Product
Sales Revenue. Enrolling new VIPs is key to our ability to generate revenue, but equally as important is the number of Vivos treatment
case starts that our VIPs commence, as these lead to appliance orders and related revenue. Once a VIP is fully trained, we encourage
them to start cases. However, our experience has been that VIPs typically start slowly as they introduce The Vivos Method into their
practices. While we work with VIPs to screen their patients for OSA with our SleepImage home sleep apnea ring test (which
we expect will encourage Vivos Method case starts), not all VIPs incorporate our The Vivos Method into their practices at the same rate.
We utilize Practice Advisors to help VIPs with onboarding and starting and increasing case starts over time. We believe VIPs can recoup
their investment in VIP enrollment with approximately eight Vivos Method case starts, but as noted above, many VIPs start and also maintain
their case starts at a significantly slower rate. We presently have a concentration of active VIPs who regularly start new Vivos Method
treatment cases. Approximately 38% of our VIPs initiated a new case as of December 31, 2023. We are working not only to increase the
number of VIPs overall, but the number of active VIPs in terms of case starts. More active VIPs are also more likely to take advantage
of our other service revenue generating offerings such as MyoCorrect orofacial myofunctional therapy and medical Billing Intelligence
Services.

 - 63 -

 In
addition, an important aspect of our strategy to increase product revenues relates to the products and related intellectual property
we acquired in March 2023 from Advanced Facialdontics, LLC ("AFD"), including a custom single arch device with an FDA 510(k)
clearance for treating TMD and/or Bruxism (teeth grinding or clenching). We have rebranded the AFD products as Vivos Versa, Vivos Vida
and Vivos Vida Sleep. During the remainder of 2023 and beyond, we will look to increase sales of these acquired products, but we may
be unable to do so to our advantage. As described further below, during 2023 we entered into a distribution agreement with Lincare, a
leading durable medical equipment ("DME"), to distribute certain of our products, including those we acquired from AFD.

 Marketing
to DSOs. During the second half of 2021, we increased our efforts to market The Vivos Method and related products and services to
larger dental support organizations ("DSOs"). Marketing to DSOs creates an opportunity to enroll and onboard multiple dental
practices as VIPs under one common ownership structure. This would allow us to leverage training and support across multiple VIP practices
and gain economies of scale with the goal of faster growth, both in VIP enrollments and in Vivos case starts. As of December 31, 2023,
we believe we have made important progress in penetrating this market, but as we cautioned previously, DSOs tend to move slowly when
adopting new technologies or programs. Our other dentist enrollment program, which we refer to as the Airway Alliance Program ("AAP"),
was also established in the fourth quarter of 2021 and launched in the first quarter of 2022. This program is designed to attract the
vast majority of the estimated 200,000 U.S. and Canadian dentists who are being strongly encouraged by the American Dental Association
to screen their patients for sleep apnea. The AAP gives these dentists a simple yet profitable way to screen their patients for OSA using
the SleepImage home sleep test. Patients with OSA can be referred to a fully trained local VIP dentist for treatment.
The AAP program did not contribute meaningfully to revenue during 2023.

 Clinical
Trial Work. Our efforts to engage in research to demonstrate the clinical efficacy of our products and obtain additional regulatory
clearances for the use of our products is an important aspect of our overall strategy. In this regard, on May 29, 2023, we and Stanford
University executed an agreement to commence a sponsored clinical research study to evaluate the efficacy of our FDA-cleared DNA appliance
compared to the standard of care, CPAP for treatment of sleep apnea. Our DNA device is currently indicated for the treatment of mild
to severe sleep apnea and jaw repositioning in adults (and in the case of severe OSA, along with positive airway pressure (PAP) and/or
myofunctional therapy, as needed). Enrollment of 150 patients with moderate to severe sleep apnea (apnea-hypopnea index score of 15 or
greater) will be randomly assigned to either treatment with our FDA-cleared DNA appliance or CPAP. The protocol has been finalized and
enrollment will begin in 2024. This trial may not meet its designated endpoints, and therefore additional FDA clearances for the DNA
device may not be obtained.

 Distribution
Agreements. During 2023, we entered into distribution collaborations with third parties to expand access of our products to potential
patients. We hope that these strategic initiatives will lead to revenue growth opportunities for us in 2024 and beyond, and our ability
to capitalize on these initiatives is expected to be a material aspect of our sales and marketing program going forward.

 For
example, on June 1, 2023, we entered into a non-exclusive distribution agreement with Lincare, a leading supplier in the United States
of respiratory products, such as CPAP equipment. Lincare currently provides respiratory products to approximately 1.8 million patients
nationwide. Pursuant to this agreement, Lincare began to distribute certain of our products in the United States, including the Vida,
VidaSleep, and Versa. The distribution agreement was subject to a 90-day pilot program in Colorado and Florida. Within weeks
of starting the pilot program, Lincare reported an initial 36% positive patient response to our products subject to the agreement.

 On
October 24, 2023, we announced the conclusion of this pilot program and an amendment to our Lincare agreement to appoint Lincare as our
exclusive DME distributor in the U.S. for a period of 6-months to distribute the products described above. Although the roll out has
been slower than anticipated, plans are underway to extend the scope of the distribution territory beyond the initial two markets into
Texas, Virginia, North Carolina, New Jersey and at least one other major market. Others are expected to follow soon thereafter. We are
hopeful that this new form of arrangement with Lincare and possibly other DME companies will help us increase our product revenues in
2024 and beyond.

 Also,
in October 2023, we announced an exclusive distribution agreement with NOUM DMCC, a Dubai-based company focused on diagnostic testing
and treatment product distribution for healthcare providers and hospital networks treating obstructive sleep apnea patients throughout
the Middle East-North Africa region. Subject to regulatory approvals, we could see revenue from this collaboration in 2024.

 - 64 -

 Impact
on Sales from Unregistered Oral Appliance Publicity. On or about March 1, 2023, CBS News reported the tragic case of a woman with
a malocclusion and breathing problem who had received treatment via a fixed oral appliance known as the AGGA (Anterior Growth Guidance
Appliance). According to the televised CBS report, the device created serious issues with her dentition and jaws, resulting in the loss
of several anterior teeth. The patient filed a $10 million lawsuit against the treating dentist.

 News
of this lawsuit quickly spread throughout the country, and particularly within the dental and orthodontic communities. Within days, rumors
and wildly untrue statements were published on social media platforms and elsewhere that began to associate and confuse Vivos appliances
with the AGGA. Vivos management immediately responded to correct any misstatements and to set the record straight.

 Vivos
was not named in the lawsuit, nor was our device implicated in creating the tooth displacement and other concerns that gave rise to the
lawsuit. To our knowledge, in approximately 42,000 patients treated, Vivos oral appliances have never caused the loss of even a single
tooth, and we have never been sued over a patient complaint or safety issue. Vivos has never had any association or affiliation with
the AGGA device or its promoters, nor has the Company ever endorsed these kind of counterfeit fixed oral appliances that make unproven
and unsubstantiated claims.

 The
AGGA is a non-FDA cleared oral appliance developed by Dr. Steve Galella, a dentist from Tennessee. He has actively promoted and taught
other dentists about his device for many years through the Las Vegas Institute (LVI) and elsewhere. Dr. Galella has claimed that the
AGGA can "grow, expand, and remodel an adult's jaw", and that roughly 10,000 OSA and TMD patients have been successfully
treated using this device.

 The
FDA regulates and categorizes all medical devices claiming to treat obstructive sleep apnea (OSA) and/or TMD disorders as Class II devices
and requires that they have a 510(k) clearance in order to be used with patients. The AGGA device does not have any such FDA clearance,
nor are there any known peer-reviewed and published studies validating the safety and efficacy of this device. In stark contrast, all
Vivos oral appliances are duly registered or cleared by the FDA according to strict FDA guidelines. Our appliances and attending protocols
for proper use are also backed by extensive peer reviewed published research. Moreover, Vivos appliances operate on a completely different
mechanism of action than that of the AGGA and similar devices on the market. Vivos has always maintained that such appliances tend to
create inflammation and pose other risks that are unacceptable. The AGGA is a fixed appliance, whereas Vivos appliances are removable
devices.

 Our
core product is The Vivos Method, not any one single device. We believe this is a key distinguishing factor for our approach. The Vivos
Method involves far more than just our oral appliances. It begins with proper and thorough diagnosis and ends with a customized multidisciplinary
treatment plan that likely incorporates one or more of several treatment modalities, including oral myofunctional therapy, SOT chiropractic,
physical therapy, laser therapy, nutritional counseling, CPAP, mandibular advancement, CARE device therapy, and more. The Vivos Method
is thus a fully integrated end-to-end diagnostic, training, and treatment platform that can adapt to the needs of virtually any and every
breathing disordered sleep patient.

 Unfortunately,
and despite our best efforts to distance ourselves and our products from the AGGA device, the entire matter generated a certain amount
of confusion and fear amongst both existing VIP dentists and other non-affiliated dentist prospects. Thus, new provider enrollments and
sales of Vivos appliances in the third quarter decreased as word spread. By the latter part of June, we began to see a partial rebound
in both new enrollments and appliance sales. Nevertheless, certain Vivos-trained providers remain very cautious and are being far more
selective in their cases, which has continued to impact appliance sales through the end of the third quarter.

 We
believe that this is a short-term phenomenon and should not be a long-term hindrance to new case starts or new VIP enrollments, but the
full impact of this phenomenon is hard to predict.

 - 65 -

 Inflation.
The U.S has been experiencing a period of inflation which has increased (and may continue to increase) our and our suppliers' costs
as well as the end cost of our products to consumers. To date, we have been able to manage inflation risk without a material adverse
impact on our business or results of operations. However, inflationary pressures (including increases in the price of raw material components
of our appliances) made it necessary for us to adjust our standard pricing for our appliance products effective May 1, 2022. The full
impact of such price adjustments on sales or demand for our products is not fully known at this time and may require us to adjust other
aspects of our business as we seek to grow revenue and, ultimately, achieve profitability and positive cash flow from operations.

 An
additional inflation-related risk is the Federal Reserve's response, which up to this point has been to raise interest rates. Such
actions have, in times past, created unintended consequences in terms of the impact on housing starts, overall manufacturing, capital
markets, and banking. If such disruptions become systemic, as occurred in the recession of 2008, then the impact on our revenue, earnings
and access to capital of both inflation and inflation-fighting responses would be impossible to know or calculate.

 Supply
Chain. From time to time, we may experience supply chain challenges due to forces beyond our control. For example, the Suez Canal
blockage earlier in 2021 caused some delay in shipments of SleepImage rings from China. Overall, however, as our appliances
are made in the U.S., we have not experienced significant supply chain issues as a result of COVID-19 or otherwise, although this may
change in future periods.

 Seasonality.
We believe that the patient volumes of our VIPs will be sensitive to seasonal fluctuations in urgent care and primary care activity.
Typically, the fourth quarter tends to be one where we see higher enrollment levels for new VIP dentists, however, as previously mentioned
reported, in the fourth quarter of 2022 we did not see that same pattern emerge. The first and second quarters of each year tend to be
our weakest quarter of the year for new enrollments, and to a certain extent, appliance sales as well. This was the case in the first
half of 2023. Winter months see a higher occurrence of influenza, bronchitis, pneumonia and similar illnesses; however, the timing and
severity of these outbreaks vary dramatically. Additionally, as consumers shift toward high deductible insurance plans, they are responsible
for a greater percentage of their bill, particularly in the early months of the year before other healthcare spending has occurred, which
may lead to lower than expected patient volume or an increase in bad debt expense during that period. Our quarterly operating results
may fluctuate in the future depending on these and other factors.

 War
in Ukraine and Middle East Hostilities. In addition, worldwide supply chain constraints and economic and capital markets uncertainty
arising out of Russia's invasion of Ukraine in February 2022 and the attacks by Hamas on Israel in October of 2023 and Israel's responses
have disrupted commercial and capital markets and emerged as new barriers to long-term economic recovery. If an economic recession or
depression commences and is sustained, it could have a material adverse effect on our business as demand for our products could decrease.
Capital markets uncertainty, with public stock price decreases and volatility, could make it more difficult for us to raise capital when
needed.

 Potential
Nasdaq Delisting. As previously reported, we are currently subject to two Nasdaq Stock Market ("Nasdaq") listing deficiencies,
one related to Nasdaq's $1.00 minimum bid price requirement (the "Minimum Bid Requirement") and a second related to
Nasdaq's $2,500,000 minimum stockholders' equity requirement (the "Minimum Stockholders' Equity Requirement").

 - 66 -

 On
September 21, 2023, we received a written notice from the Nasdaq staff confirming that since, as of that date, we failed to meet the
Minimum Bid Requirement, and because as of the period ended June 30, 2023 we also failed the Minimum Stockholders' Equity Requirement,
Nasdaq would commence delisting proceedings against us. As permitted under Nasdaq rules, we appealed the Nasdaq staff's determination
and requested a hearing (the "Hearing") before a Nasdaq Hearing Panel (the "Hearing Panel"). The Hearing request
stayed any delisting or suspension action by the Nasdaq staff pending the issuance of the Hearing's Panel decision. The Hearing
took place on November 9, 2023.

 Prior
to the date of the Hearing, we effectuated a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-25
(the "Reverse Stock Split"). The Reverse Stock Split became effective on October 25, 2023, and our common stock began trading
on a post-Reverse Stock Split basis on the Nasdaq on October 27, 2023. To satisfy the Minimum Bid Requirement, our common stock was required
to trade at above $1.00 per share for at least 10 trading days, and this was achieved on November 9, 2023. We therefore have regained compliance with the Minimum Bid Requirement.

 At the Hearing on November 9, 2023, we presented our plan to regain compliance
with the minimum stockholders' equity requirement (the "Equity Rule"), which plan includes raising additional equity
capital. On November 30, 2023, we received a letter from the Hearings Panel that, subject to certain conditions, the Hearings Panel granted
our request to continue to be listed on Nasdaq. These conditions include providing an update as to our plan to regain compliance with
the Equity Rule as well as demonstrating compliance by March 19, 2024. On February 23, 2024 we presented our plan of compliance to the
Hearings Committee. We believe that we will be able to regain and maintain compliance with both the minimum bid requirement and the minimum
stockholders' equity requirement, which would allow our common stock to continue to trade on Nasdaq. However, there can be no assurance
that the Hearing Panel will agree with our plan, that will be provided adequate time to achieve compliance or, even if provided adequate
time, that we will in fact be able to regain and maintain compliance with both requirements, in which case our common stock would be subject
to delisting from Nasdaq. Such a delisting could have a material adverse effect on our stock price, the ability of our stockholders to
buy or sell their common stock, and our reputation, all of which could make it significantly more difficult to operate our company.

 Key
Components of Consolidated Statements of Operations

 Net
revenue. We recognize revenue when we satisfy our performance obligations over time as our customers receive the benefit of the
promised goods and services, which generally occurs over a short period of time. Performance obligations with respect to appliance sales
are typically satisfied by shipping or delivering products to our VIPs or, in the case of enrollment or service revenue, upon our satisfaction
of performance obligations associated with VIP enrollments. Revenue consists of the gross sales price, net of estimated allowances, discounts,
and personal rebates that are accounted for as a reduction from the gross sale price.

 Cost
of sales. Cost of goods sold primarily consists of direct costs attributable to the purchase from third party suppliers and related
products. It also includes freight costs, fulfillment, distribution, and warehousing costs related to products sold.

 Sales
and marketing. Sales and marketing costs primarily consist of personnel costs for employees engaged in sales and marketing activities,
commissions, advertising and marketing costs, website enhancements, and conferences for our sales and marketing staff.

 General
and administrative expenses. General and administrative ("G&A") expenses consist primarily of personnel costs
for our administrative, human resources, finance and accounting employees, and executives. General and administrative expenses also include
contract labor and consulting costs, travel - related expenses, legal, auditing and other professional fees, rent and facilities
costs, repairs and maintenance, and general corporate expenses.

 Depreciation
and amortization expense. Depreciation and amortization expense is comprised of depreciation expense related to property and
equipment, amortization expense related to leasehold improvements, and amortization expense related to identifiable intangible assets.

 Other
income. Other income relates to the PPP loan forgiven in January 2022 by the SBA, as well as excess warrant fair value and change in fair value of warrant
liability.

 Restatement
of March 31, 2022 Financial Statements

 As
described in Note 2, "Restatement of Consolidated Financial Statement," in Item 1 of Part 1 of Amendment No. 1 to our Quarterly
Report on Form 10-Q for the three months ended March 31, 2022, originally filed with the SEC on May 16, 2022 and such Amendment No. 1
filed on November 25, 2022 (the "10-Q/A"), we determined it was necessary to restate our financial statements for the three
months ended March 31, 2022.

 - 67 -

 The
restatement of the previously filed financial statements was due to our management (with the concurrence of the Audit Committee of our
Board of Directors) determining that our existing revenue recognition policy was not consistent with the guidance in ASC 606. After analyzing
our contracts using the five-step process in ASC 606, we have determined that for VIP enrollment contracts, it is necessary for us to
separately identify the performance obligations and recognize the revenue as the performance obligations are satisfied over the customer
life as applicable. We identified a material weakness related to the operating effectiveness of our review controls in that we did not
put the appropriate resources in place to be able to identify technical accounting issues and perform review functions appropriately
for the revenue recognition issue described above and for those items which we had previously identified in Part II, Item 9A of our Form
10-K for the fiscal year ended December 31, 2022.

 Results
of Operations

 Comparison
of Years ended December 31, 2023 and 2022

 Our
consolidated statements of operations for the years ended December 31, 2023 and 2022 are presented below (dollars in thousands):

 2023

 2022

 Change

 Product revenue

 $
 6,270

 $
 8,381

 $
 (2,111
)

 Service revenue

 7,531

 7,643

 (112
)

 Total revenue

 13,801

 16,024

 (2,223
)

 Cost of sales (exclusive
 of depreciation and amortization shown separately below)

 5,530

 6,005

 (475
)

 Gross profit

 8,271

 10,019

 (1,748
)

 Gross
 profit %

 %

 %

 Operating expenses

 General and administrative

 22,479

 29,041

 (6,562
)

 Sales and marketing

 2,467

 5,340

 (2,873
)

 Depreciation and amortization

 (48
)

 Operating loss

 (17,296
)

 (25,031
)

 7,735

 Non-operating income (expense)

 Other expense

 (212
)

 (190
)

 (22
)

 PPP loan forgiveness

 -

 1,287

 (1,287
)

 Excess warrant fair value

 (6,453
)

 -

 (6,453
)

 Change in fair value of
 warrant liability, net of issuance costs of $645

 10,231

 -

 10,231

 Other income

 Net loss

 $
 (13,583
)

 $
 (23,845
)

 $
 10,262

decreased approximately $2.2 million, or 14%, to approximately $13.8 million for the year ended December 31, 2023 compared to $16 million
for the year ended December 31, 2022. Revenue during 2023 was impacted by a decrease of approximately $2.1 million in product revenue,
coupled with a decrease of approximately $0.1 million in service revenue. The decrease in total revenue is attributable to a decrease
of approximately $1.7 million in appliance sales to VIPs, followed by a decrease of approximately $0.9 million in VIP revenue, a decrease
of approximately $0.4 million from our two company-owned dental centers, and a decrease of approximately $0.3 million in BIS revenue.
This was offset by an increase of approximately $0.6 million from sleep testing services and devices and an increase of approximately
$0.6 million in sponsorship, conference and training related revenue, respectively. Myofunctional therapy remained relatively unchanged
at $0.9 million for the year ended December 31, 2023 and 2022.

 - 68 -

the year ended December 31, 2023, we enrolled 150 VIPs and recognized VIP revenue of approximately $3.9 million, a decrease of 19% in
enrollment revenue, compared to the year ended December 31, 2022, when we enrolled 196 VIPs for a total of approximately $4.8 million.
Revenue growth in 2023 was impacted by updates to key inputs in our revenue recognition methodology, primarily estimated customer lives. As part of our annual process, the
estimated customer lives are calculated separately for each year and was estimated to be 23 months in 2023, an increase of 28%, compared
to 18 months in 2022. This impacts the amortization of revenue to be spread over longer period of time, thus decreasing the revenue that
is recognized over the same period when compared to 2022. Although this negatively impacts our revenue recognition, it is a result of
customers staying active for longer period of time, thus increasing our customer retention year-over-year. Additionally, our revenue
was impacted by new entry levels into the VIP program, ranging from $2,500 to $50,000 and adding an $8,000 pediatric program, which was
received positively by our providers, however it results in lower revenue per contract. This coupled with lower enrollments, resulted
in lower revenue for 2023.

 For
the year ended December 31, 2023, we sold 8,240 oral appliance arches for a total of approximately $6.1 million, a 22% decrease in revenue
from the year ended December 31, 2022 when we sold 12,281 oral appliance arches for a total of approximately $7.8 million. Refer to "Material
Items, Trends and Risks Impacting Our Business" section above for events that impacted our product sales.

 Cost
of Sales and Gross Profit

 Cost
of sales decreased by approximately $0.5 million to approximately $5.5 million for the year ended December 31, 2023 compared to approximately
$6.0 million for year ended December 31, 2022. This was primarily related to a decrease of approximately $0.8 million in lower costs
associated with appliances driven by the lower sales explained above, and a decrease of approximately $0.3 million related to VIP training.
This was offset by an increase of approximately $0.3 million due to higher costs associated with the ring lease program, and an increase
of approximately $0.1 million in membership support costs.

 For
the year ended December 31, 2023, gross profit decreased by approximately $1.7 million to $8.3 million. This decrease was attributable
to a decrease in revenue of approximately $2.2 million offset by a decrease in cost of sales of $0.6 million. Gross margin decreased
to 60% for the year ended December 31, 2023, compared to 63% for the year ended December 31, 2022.

 General
and Administrative Expenses

 General
and administrative expenses decreased approximately $6.6 million, or approximately 23%, to approximately $22.5 million for the year ended
December 31, 2023, as compared to $29.0 million for the year ended December 31, 2022. The primary driver of this decrease was a change
in personnel and related compensation of approximately $3.7 million, including salaries and benefits, paid time off, stock-based compensation,
and other employee-related expenses, as a result of reduction in force and less stock options granted during
the year. Other drivers of the decrease in general and administrative expenses included a decrease of approximately
$0.9 million related to travel expenses, a decrease of approximately $0.7 million on bad debt expense, a decrease of approximately $0.5
million related to insurance, a decrease of approximately $0.4 million in professional fees, and a decrease of approximately $0.4 million
related to research and development, office supplies, bank charges and merchant fees as well as equipment repairs and maintenance, offset
by an increase of $0.1 million for annual meeting and proxy related fees.

 Sales
and Marketing

 Sales
and marketing expense decreased by $2.9 million to $2.5 million for the year ended December 31, 2023, compared to $5.3 million for the
year ended December 31, 2022. This decrease was primarily driven by a $1.0 million decrease in commissions, as well as a $1.0 million
decrease related to a reduction in website development, materials and product samples as well as print media and marketing supplies,
and a decrease of $0.9 million in conventions and tradeshow expenses.

 - 69 -

 Depreciation
and Amortization

 Depreciation
and amortization expense was approximately $0.6 and $0.7 million for the years ended December 31, 2023 and 2022, respectively. Depreciation
and amortization remained constant during the period due to an immaterial amount of depreciable assets placed into service.

 Other
Income

 PPP
loan forgiveness was approximately $1.3 million for the year ended December 31, 2022.
The PPP loan was forgiven by the SBA in its entirety in 2022.

 Excess
warrant fair value and change in fair value of warrant liability, net of issuance costs

 The
liability for the warrants issued in the January 9, 2023 private placement totaled approximately $14.5 million which included
186,667 pre-funded warrants with a fair value of approximately $6.7 million and 266,667 additional warrants with a fair value of
approximately $7.7 million. The difference between the fair value of the $14.5 million liability-classified warrants and the net
proceeds received of approximately $8.0 million, or approximately $6.5 million, was recognized as a day-one non-operating expense.
The change in fair value of the warrant liability was approximately $10.8 million, or $10.2 million of other income net of issuance
costs of $0.6 million, for the year ended December 31, 2023. The net impact of the private placement warrants on net loss for the
year ended December 31, 2023 was approximately $3.8 million of other income.

 Liquidity
and Capital Resources

 The
financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. The Company has incurred losses since inception, including $13.6 and $23.8 million for the years ended
December 31, 2023 and 2022, respectively, resulting in an accumulated deficit of approximately $93.1 million as of December 31, 2023.

 Net
cash used in operating activities amounted to approximately $11.9 and $19.6 million for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the Company had total liabilities of approximately $10.3 million.

 As
of December 31, 2023, we had approximately $1.6 million in cash and cash equivalents, which will not be sufficient to fund operations
and strategic objectives over the next twelve months from the date of issuance of these financial statements. Without additional financing,
these factors raise substantial doubt regarding our ability to continue as a going concern. See Note 16 to the financial statements included
in this Report for additional information regarding our financing activity following the year ended December 31,
2023.

 We
previously disclosed that our goal was to decrease costs and increase revenues during 2023 with the aim of becoming cash flow positive
from operations by the first quarter of 2024 without the need for additional financing, if possible. We have successfully implemented
cost savings measures and significantly reduced cash used in operations. However, sales have not grown during 2023 as anticipated as
our product offerings and strategies are refined. As such, we now anticipate that we will be required to obtain additional financing
to satisfy our cash needs, as management continues to work towards increasing revenue and achieving cash flow positive operations in
the foreseeable future.

 Until
a state of cash flow positivity is reached, management is reviewing all options to obtain additional financing to fund operations. This
financing is expected to come primarily from the issuance of equity securities in order to sustain operations until we can achieve profitability
and positive cash flows, if ever. There can be no assurances, however, that adequate additional funding will be available on favorable
terms, or at all. If such funds are not available in the future, we may be required to delay, significantly modify or terminate some
or all of its operations, all of which could have a material adverse effect on us and our stockholders.

 - 70 -

 We
do not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a
current or future material effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources.

 Cash
Flows

 The
following table presents a summary of our cash flow for the years ended December 31, 2023 and 2022 (in thousands):

 2023

 2022

 Net cash provided by (used in):

 Operating activities

 $
 (11,946
)

 $
 (19,587
)

 Investing activities

 (853
)

 (924
)

 Financing activities

 10,923

 -

 Net
cash used in operating activities of approximately $11.9 million for the year ended December 31, 2023 is a decrease of approximately
$7.6 million compared to net cash used in operating activities of approximately $19.6 million for the year ended December 31, 2022. This
decrease is due primarily to the decrease in our net loss of approximately $10.3 million, a favorable net change in the fair value of
warrant liability of approximately $10.2 million, offset by day-one non-operating warrant expense of approximately $6.5 million, an increase
of approximately $1.2 million for the PPP loan, an increase of approximately $1.2 million for the employee retention credit liability,
an increase of approximately $0.7 million in prepaid expenses and other current assets, and a decrease of approximately $1.3 million
in stock-based compensation. This was offset by a decrease of approximately $0.3 million in accounts receivable related to the MID clinics
and VIP enrollments under payment plans.

 For
the year ended December 31, 2023, net cash used in investing activities consisted of capital expenditures for software of $0.9 million
related to the development of software for internal use, expected to be placed in service in 2024, as well as a purchase of a patent
portfolio in February 2023. This compares to net cash used in investing activities for the year ended December 31, 2022 of $0.9 million
due to capital expenditures for internally developed software.

 Net
cash provided by financing activities of $10.9 million for the year ended December 31, 2023, is attributable to proceeds of $12.0 million
from the issuance of Common Stock, net of approximately $1.1 million of professional fees and other issuance costs, in our private placements
in January 2023 and November 2023. There was no cash used for financing activities for the year ended December 31, 2022.

 Critical
Accounting Policies Involving Management Estimates and Assumptions

 Basis
of Presentation and Consolidation

 The
accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries (BioModeling,
First Vivos, Vivos Therapeutics (Canada) Inc., Vivos Management and Development, LLC, Vivos Del Mar Management, LLC, Vivos Modesto Management,
LLC, Vivos Therapeutics DSO LLC, a Colorado limited liability company, and Vivos Airway Alliances, LLC, a Colorado limited liability
company), are prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP").
All significant intercompany balances and transactions have been eliminated in consolidation.

 Emerging
Growth Company Status

 The
Company is an "emerging growth company" (an "EGC"), as defined in Section 2(a) of the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and as a result, the Company may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. These include, but are
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.

 - 71 -

 Further,
Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are required to comply
with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-EGC but any such election to opt out is irrevocable. The Company currently
expects to retain its status as an EGC until the year ending December 31, 2026, but this status could end sooner under certain circumstances.

Recognition

 The
Company generates revenue from the sale of products and services. A significant majority of the Company's revenues are generated
from enrolling dentists as either (i) Guided Growth and Development VIPs; (ii) Lifeline VIPs;
(iii) combined Guided Growth and Development and Lifeline VIPs; or Premier Vivos Integrated Providers (Premier
VIPs). Prior to the second quarter of 2023, the majority of VIP enrollments were Premier VIPs. The other, lower
priced enrollments were piloted in prior fiscal quarters on a limited basis. They were officially adopted during the second quarter of
2023. For each VIP program, revenue is recognized when control of the products or services is transferred to customers (i.e., VIP dentists
ordering such products or services for their patients) in a manner that reflects the consideration the Company expects to be entitled
to in exchange for those products and services.

 Following
the guidance of ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") and the applicable provisions of
ASC Topic 842, Leases ("ASC 842"), the Company determines revenue recognition through the following five-step model,
which entails:

 1)

 identification
 of the promised goods or services in the contract;

 2)

 determination
 of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the
 contract;

 3)

 measurement
 of the transaction price, including the constraint on variable consideration;

 4)

 allocation
 of the transaction price to the performance obligations; and

 5)

 recognition
 of revenue when, or as the Company satisfies each performance obligation.

 Service

 VIP
Enrollment Revenue

 The
Company reviews its VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above. All program
enrollees, irrespective of their level of enrollment, are commonly referred to as VIPs, unless it is necessary to specify their particular
program. Once it is determined that a contract exists (i.e., a VIP enrollment agreement is executed and payment is received), service
revenue related to VIP enrollments is recognized when the underlying services are performed. The price of the Premier VIP enrollment
that the VIP pays upon execution of the contract is significant, running at approximately $26,200, with different entry levels for the
various programs described above. Unearned revenue reported on the balance sheet as contract liability represents
the portion of fees paid by VIP customers for services that have not yet been performed as of the reporting date and are recorded as
the service is rendered. The Company recognizes this revenue as performance obligations are met. Accordingly, the contract liability
for unearned revenue is a significant liability for the Company. Provisions for discounts are provided in the same period that the related
revenue from the products and/or services is recorded.

 - 72 -

 The
Company enters into programs that may provide for multiple performance obligations. Commencing in 2018, the Company began enrolling medical
and dental professionals in a one-year program (now known as the Premier VIP Program) which includes training in a highly personalized,
deep immersion workshop format which provides the Premier VIP dentist access to a team who is dedicated to creating a successful integrated
practice. The key topics covered in training include case selection, clinical diagnosis, appliance design, adjunctive therapies, instructions
on ordering the Company's products, guidance on pricing, instruction on insurance reimbursement protocols and interacting with
our proprietary software system and the many features on the Company's website. The initial training and educational workshop are
typically provided within the first 30 to 45 days that a VIP enrolls. Ongoing support and additional training are provided throughout
the year and includes access to the Company's proprietary Airway Intelligence Service ("AIS") which provides the VIP
with resources to help simplify the diagnostic and treatment planning process. AIS is provided as part of the price of each appliance
and is not a separate revenue stream. Following the year of training and support, a VIP may pay for seminars and training courses that
meet the Provider's needs on a subscription or a course-by-course basis.

 VIP
enrollment fees include multiple performance obligations which vary on a contract-by-contract basis. The performance obligations included
with enrollments may include sleep apnea rings, a six or twelve months BIS subscription, a marketing package, lab credits and the right
to sell our appliances. The Company allocates the transaction price of a VIP enrollment contract to each performance obligation under
such contract using the relative standalone selling price method. The relative standalone price method is based on the proportion of
the standalone selling price of each performance obligation to the sum of the total standalone selling prices of all the performance
obligations in the contract.

 The
right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from the Company.
The right to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their
patients using The Vivos Method.

the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, the Company believes that it
is appropriate to estimate the standalone selling price of this performance obligation using the residual method. As such, the observable
prices of other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated
to the right to sell performance obligation.

 The
Company uses significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right
to sell. The Company has determined that Premier VIPs who do not complete sessions 1 and 2 of training rarely complete training at all
and fail to participate in the Premier VIP program long term. Since the beginning of the Premier VIP program, just under one-third of
new VIP members fall into this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in
which it becomes remote that a VIP will continue in the program. Revenue is recognized in accordance with each individual performance
obligation unless it becomes remote the VIP will continue, at which time the remainder of revenue is accelerated and recognized in the
following month. Those VIPs who complete training typically remain active for a much longer period, and revenue from the right to sell
for those VIPs is recognized over the estimated period of which those VIPs will remain active. Because of various factors occurring year
to year, the Company has estimated customer life for each year a contract is initiated. The estimated customer lives are calculated separately
for each year and have been estimated at 15 months for 2020, 14 months for 2021, 18 months for 2022, and 23 months for 2023, as a result
of customers staying active for longer periods of time. The right to sell is recognized on a sum of the years' digits method over
the estimated customer life for each year as this approximates the rate of decline in VIPs purchasing behaviors we have observed.

 Other
Service Revenue

 In
addition to VIP enrollment service revenue, in 2020 the Company launched BIS, an additional service on a monthly subscription basis,
which includes the Company's AireO2 medical billing and practice management software. Revenue for these services is recognized
monthly during the month the services are rendered.

 The
Company also offers its VIPs the ability to provide MyoCorrect to the VIP's patients as part of treatment with The Vivos Method.
The program includes packages of treatment sessions that are sold to the VIPs, and resold to their patients. Revenue for MyoCorrect services
is recognized over the 12-month performance period as therapy sessions occur.

 - 73 -

 Allocation
of Revenue to Performance Obligations

 The
Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each performance
obligation based on relative fair values. These fair values approximate the prices for the relevant performance obligation that would
be charged if those services were sold separately, and are recognized over the relevant service period of each performance obligation.
After allocation to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized
over the estimated customer life. In general, revenues are separated between durable medical equipment (product revenue) and education
and training services (service revenue).

of Discounts and Promotions

 From
time to time, the Company offers various discounts to its customers. These include the following:

 1)

 Discount
 for cash paid in full

 2)

 Conference
 or trade show incentives, such as subscription enrollment into the SleepImage home sleep test program, or free trial
 period for the SleepImage lease program

 3)

 Negotiated
 concessions on annual enrollment fee

 4)

 Credits/rebates
 to be used towards future product orders such as lab rebates

 The
amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue
is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances,
a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is
measured and the change in transaction price is allocated over the remaining performance obligation.

 The
amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the
customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides.
The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period.
At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the
reporting period and any changes in circumstances during the reporting period.

 Product

 In
addition to revenue from services, the Company also generates revenue from the sale of its line of oral devices and preformed guides
(known as appliances or systems) to its customers, the VIP dentists. These include the DNA appliance, mRNA appliance,
the mmRNA appliance, the Versa, the Vida, the Vida Sleep, and others. The Company expanded its product offerings in the first quarter
of 2023 via the acquisition of certain U.S. and international patents, product rights, and other miscellaneous intellectual property
from Advanced Facialdontics, LLC, a New York limited liability company ("AFD"). Revenue from appliance sales is recognized
when control of product is transferred to the VIP in an amount that reflects the consideration it expects to be entitled to in exchange
for those products. The VIP in turn charges the VIP's patient and or patient's insurance a fee for the appliance and for
his or her professional services in measuring, fitting, installing the appliance and educating the patient as to its use. The Company
contracts with VIPs for the sale of the appliance and is not involved in the sale of the products and services from the VIP to the VIP's
patient.

 The
Company's appliances are similar to a retainer that is worn in the mouth after braces are removed. Each appliance is unique and
is fitted to the patient. The Company utilizes its network of certified VIPs throughout the United States and in some non-U.S. jurisdictions
to sell the appliances to their customers as well as in two dental centers that the Company operates. The Company utilizes third party
contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company
produces the appliance in strict adherence to the Company's patents, design files, treatments, processes and procedures and under
the direction and specific instruction of the Company, ships the appliance to the VIP who ordered the appliance from the Company. All
of the Company's contract manufacturers are required to follow the Company's master design files in production of appliances
or the lab will be in violation of the FDA's rules and regulations. The Company performed an analysis under ASC 606-10-55-36 through
55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the VIP the contracted price
for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the VIP under the direction
of the Company.

 - 74 -

 In
support of the VIPs using the Company's appliances for their patients, the Company utilizes a team of trained technicians to measure,
order and fit each appliance. Upon scheduling the patient (which is the Company's customer in this case), the center takes a deposit
and reviews the patient's insurance coverage. Revenue is recognized differently for Company owned centers than for revenue from
VIPs. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted
and provided to the patient.

 The
Company offers certain dentists (known as Clinical Advisors) discounts from standard VIP pricing. This is done to help encourage Clinical
Advisors, who help the VIPs with technical aspects of the Company's products, to purchase Company products for their own practices.
In addition, from time to time, the Company offers credits to incentivize VIPs to adopt the Company's products and increase case
volume within their practices. These incentives are recorded as a liability at issuance and deducted from the related product sale at
the time the credit is used.

 Use
of Estimates

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions,
and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its
estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the
circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company's
significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, the determination
of customer life and breakage related to recognizing revenue for VIP contracts, impairment of goodwill and long-lived assets; valuation
assumptions for assets acquired in asset acquisitions; valuation assumptions for stock options, warrants, warrant liabilities and equity
instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement
of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made
appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material
differences between the Company's estimates and the actual results, the Company's future consolidated results of operations
will be affected.

 Cash
and Cash Equivalents

 All
highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company's
immediate and general business use are classified as cash and cash equivalents.

 Accounts
Receivable, Net

 Accounts
receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not
bear interest. Accounts receivable are stated at the net amount expected to be collected, using an expected credit loss methodology to
determine the allowance for expected credit losses. The Company evaluates the collectability of its accounts receivable and determines
the appropriate allowance for expected credit losses based on a combination of factors, including the aging of the receivables, historical
collection trends, and charge-offs. When the Company is aware of a customer's inability to meet its financial obligation, the Company
may individually evaluate the related receivable to determine the allowance for expected credit losses. The Company uses specific criteria
to determine uncollectible receivables to be charged-off, including bankruptcy filings, the referral of customer accounts to outside
parties for collection, and the length that accounts remain past due.

and Equipment, Net

and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets, which ranges from 4 to 5 years. Amortization of leasehold improvements is recognized using
the straight-line method over the shorter of the life of the improvement or the term of the respective leases which range between 5 and
7 years. The Company does not begin depreciating assets until assets are placed in service.

 - 75 -

and Intangible Assets, Net

is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not
amortized but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change
in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of
the business or other factors. We test for impairment annually as of December 31. There were no quantitative or qualitative indicators
of impairment that occurred for the year ended December 31, 2023, and no impairment was required.

assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, from whom the Company acquired certain assets related
to its OMT service in March 2021, (ii) Lyon Management and Consulting, LLC and its affiliates ("Lyon Dental"), from whom
the Company acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software
underlying AireO2) for work related to the Company's acquired patents, intellectual property and customer contracts and (iii) AFD,
from whom the Company acquired certain U.S. and international patents, trademarks, product rights, and other miscellaneous intellectual
property in March 2023. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized
using the straight-line method over the estimated life of the assets, which approximates 5 years (See Note 5). The costs paid to MyoCorrect,
Lyon Dental and AFD for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15
years.

 Impairment
of Long-lived Assets

 We
review and evaluate the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset's
carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market
value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an adverse action or assessment
by a regulator. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it.
Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss
would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair
value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate
of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation
of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions
require significant judgment and actual results may differ from assumed and estimated amounts. There were no quantitative or qualitative
indicators of impairment that occurred for the year ended December 31, 2023, and no impairment was required.

 Equity
Offering Costs

 Commissions,
legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination
of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in
the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded
as expense in the period when it is determined that an offering is unsuccessful.

 Accounting
for Payroll Protection Program Loan

 The
Company accounted for its U.S. Small Business Administration's ("SBA") Payroll Protection Program ("PPP")
loan as a debt instrument under ASC 470, Debt. The Company recognized the original principal balance as a financial liability
with interest accrued at the contractual rate over the term of the loan. On January 21, 2022, the PPP loan received by the Company on
May 8, 2020 was forgiven by the SBA in its entirety, which includes approximately $1.3 million in principal. As a result, the Company
recorded a gain on the forgiveness of the loan in the quarter ended March 31, 2022 under non-operating income (expense).

 - 76 -

 Employee
Retention Tax Credit

 The
employee retention tax credit ("ERTC") for 2020 was established under the Coronavirus Aid, Relief, and Economic Security
Act of 2020 (the "CARES Act") and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the "Relief
Act"). The ERTC provided for changes in the employee retention credit for 2020 and provided an additional credit for the first,
second and third calendar quarters of 2021. Employers are eligible for the credit if they experienced either a full or partial suspension
of operations during any calendar quarter because of governmental orders due to the COVID-19 pandemic or if they experienced a significant
decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 and the corresponding quarters in 2019.
The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs.

 According
to the Internal Revenue Service ("IRS") Notice 2021-20, "Guidance on the Employee Retention Credit under Section 2301
of the Coronavirus Aid, Relief, and Economic Security Act," the period during which there is a significant decline in gross receipts
is determined by identifying the first quarter in 2020 in which the gross receipts are less than 50% of its gross receipts for the same
period in 2019. The employee retention credit is available only to eligible employers. Section 2301(c)(2)(A) of the CARES Act defines
the term "eligible employer" as any employer carrying on a trade or business during calendar year 2020, and, with respect
to any calendar quarter, for which (1) the operation of the trade or business carried on during calendar year 2020 is fully or partially
suspended due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social,
religious, or other purposes) due to COVID-19, or (2) such calendar quarter is within the period in which the employer had a significant
decline in gross receipts, as described in section 2301(c)(2)(B) of the CARES Act. VIP dentists and potential VIPs were forced to close
their offices during 2020 as a result of COVID-19. Therefore, the Company qualifies as an eligible employer under this under the CARES
Act.

 Section
2301(c)(3)(A)(ii) of the CARES Act also provides that if an eligible employer averaged 100 or fewer employees in 2019 (a "small
eligible employer"), qualified wages are those wages paid by the eligible employer with respect to an employee during any period
described in section 2301(c)(2)(A)(ii)(I) of the CARES Act (relating to a calendar quarter for which the operation of a trade or business
is fully or partially suspended due to a governmental order) or during a calendar quarter within the period described in section 2301(c)(2)(A)(ii)(II)
of the CARES Act (relating to a significant decline in gross receipts). The Company averaged fewer than 80 employees in 2019 and is therefore
considered a small eligible employer under the CARES Act.

plan expenses were not included in the analysis, although they are eligible if an employee has paid health insurance through their paycheck.
Section 2301(c)(5)(B) of the CARES Act provides that "wages" include amounts paid by an eligible employer to provide and
maintain a group health plan (as defined in section 5000(b)(1) of the Code), but only to the extent that the amounts are excluded from
the gross income of employees by reason of section 106(a) of the Code. The Company pays the first $500 of healthcare insurance for each
employee, which generally covers the monthly cost of their insurance. Because of this, the Company conservatively did not include any
of the cost of insurance in its analysis. Additionally, PPP loan amounts were deducted from the amount of total wages paid before calculating
the qualified ERTC wages. The Company applied for the ERTC using Vivos Therapeutics Inc.'s payroll, which covers 95% of its employees.

 As
indicated above, for 2020, companies were eligible for a credit equal to 50 percent of the first ten thousands of qualified wages paid
per employee in the aggregate of each eligible quarter. Therefore, the maximum ERTC for the Company for 2020 is five thousand ($5,000)
per employee. For the second and fourth quarters of 2020, the total eligible credit was limited to approximately $0.5 million.

 For
2021, the ERTC was 70% of the first ten thousand qualified wages paid per employee each quarter. Accordingly, the credit was limited
to approximately $0.7 million. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit
business entities, the Company accounted for the ERTC by analogy to ASC 450, Contingencies. Accordingly, under ASC 450, entities
would treat the ERTCs (whether received in cash or as an offset to current or future payroll taxes) as if they were gain contingencies.
When applying ASC 450-30, entities would not consider the probability of complying with the terms of the ERC program but, rather, would
defer any recognition in the income statement until all uncertainties are resolved and the income is "realized" or "realizable"
(i.e., upon receipt of the funds or formal notice by the IRS that the company is entitled to such funds). In our case, the Company elected
to follow a more conservative approach and instead of recognizing a receivable for amounts to be received when the amended tax forms
were filed in 2022, it was decided to wait for the notice from IRS and cash was received. As for financial statement presentation, it
is believed that either classifying the amounts as a reduction to payroll tax expense (expense off-set is however contrary to U.S. GAAP)
or as other income to be acceptable with appropriate disclosure of the election made by the company. However, the IRS issued a renewed
warning regarding the ERTC on March 7, 2023 urging taxpayers to carefully review the ERTC guidelines. The Company continues to evaluate
additional information from the IRS, and elected to disclose the funds received as a separate line item under long-term liabilities on
the balance sheet, until more information becomes available from the IRS. As a result, for the year ended December 31, 2023, approximately
$1.2 million was recorded under long-term liabilities.

 - 77 -

 Loss
and Gain Contingencies

 The
Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency
is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably
estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company
accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the
Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss
is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose
the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine
whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related
to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized
until realization is assured, which typically requires collection in cash.

 Share-Based

 The
Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options,
based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton
("BSM") option pricing model. The Company estimates the expected term using the simplified method which is the average of
the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the
historical volatilities of shares of the Company's peer group as the Company does not have a sufficient trading history for its
Common Stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life
cycle and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies
until a sufficient amount of historical information regarding the volatility of the Company's own stock price becomes available,
or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable
companies whose share prices are publicly available would be utilized in the calculation. The Company recognizes the cost of the equity
awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded
vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line
basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures
and cancellations in the period that the forfeiture or cancellation occurs, rather than estimating the number of awards that are not
expected to vest in accounting for stock-based compensation.

 Research
and Development

 Costs
related to research and development are expensed as incurred and include costs associated with research and development of new products
and enhancements to existing products. Research and development costs incurred were less than $0.1 million and less than $0.2 million
for the years ended December 31, 2023 and 2022, respectively. These are recorded on the statement of operations under general and administrative
expense.

 - 78 -

 Leases

leases are included in operating lease right-of-use ("ROU") asset, accrued expenses, and operating lease liability - current
and non-current portion in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease
liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized
at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of
lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date as the rate implicit
in the lease is not readily determinable. The determination of our incremental borrowing rate requires management judgment based on information
available at lease commencement. The operating lease ROU assets also include adjustments for prepayments, accrued lease payments and
exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we
will exercise such options. Operating lease cost is recognized on a straight-line basis over the expected lease term. Lease agreements
entered into after the adoption of ASC 842 that include lease and non-lease components are accounted for as a single lease component.
Lease agreements with a noncancelable term of less than 12 months are not recorded on our balance sheets.

 Income
Taxes

 The
Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes, under which
deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax
bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes
to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions
in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating
results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities
may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The
recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation
allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit
of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an
audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest
benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The
Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

 Basic
and Diluted Net Loss Per Share

 Basic
net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common
shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares
of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive.

 Warrant
Accounting

 The
Company accounts for its warrants and financial instruments as either equity or liabilities based upon the characteristics and provisions
of each instrument, in accordance with ASC 815, Derivatives and Hedging. Warrants classified as equity are recorded at fair value
as of the date of issuance on the Company's consolidated balance sheets and no further adjustments to their valuation are made.
Warrants classified as liabilities and other financial instruments that require separate accounting as liabilities are recorded on the
Company's consolidated balance sheets at their fair value on the date of issuance and will be revalued on each subsequent balance
sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other
income or expense. Management estimates the fair value of these liabilities using the Black-Scholes model and assumptions that are based
on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings,
expected volatility, expected life, yield, and risk-free interest rate.

 Recent
Accounting Pronouncements

 Presented
below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation
as an EGC.

 - 79 -

 Recently
Adopted Standards. The following recently issued accounting standards were adopted by the Company during the period ended December
31, 2023:

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the guidance on the impairment of financial
instruments. This guidance requires use of an impairment model (known as the "current expected credit losses", or CECL model)
that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate
of expected credit losses. The Company adopted the new accounting standard on January 1, 2023. The adoption of this standard did not
have a material impact on the Company's consolidated financial statements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Trade
Policy Risk. Certain of our products or components are manufactured outside the United States. Most products imported into the United
States is subject to duty and restrictive quotas on the amount of products that can be imported from certain countries into the United
States each year. Because of the duty rates and quotas, changes in U.S. trade policy as reflected in various legislation, trade preference
programs and trade agreements have the potential to materially impact our sourcing strategy and the competitiveness of its contract manufacturers.
We manage this risk by continually monitoring U.S. trade policy, analyzing the impact of changes in such policy and adjusting its manufacturing
and sourcing strategy accordingly.

 Foreign
Currency Risk. We receive United States dollars for all of our product sales. Currently, all inventory purchases from our non-U.S.
contract manufacturers are also denominated in United States dollars; however, should we make purchases in foreign currencies in the
future, purchase prices for our products may be impacted by fluctuations in the exchange rate between the United States dollar, which
may have the effect of increasing our cost of goods in the future.

 Commodity
Price Risk. We are subject to commodity price risk arising from price fluctuations in the market prices of sourced titanium and steel
products or the various raw materials components of its manufactured products. We are subject to commodity price risk to the extent that
any fluctuations in the market prices of its purchased titanium and steel products and raw materials are not reflected by adjustments
in selling prices of its products or if such adjustments significantly trail changes in these costs. We neither enter into significant
long-term sales contracts nor enter into significant long-term purchase contracts. We do not engage in hedging activities with respect
to such risk.

 Credit
Risk. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms
of their contractual obligations. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing
of expected cash flows. Certain financial instruments potentially subject our company to a concentration of credit risk. These financial
instruments consist primarily of cash and cash equivalents and accounts and vendor receivables. We place our cash and cash equivalents
with high-credit, quality financial institutions. The balances in these accounts exceed the amounts insured by the Federal Deposit Insurance
Corporation.

 - 80 -

 Item
8. Financial Statements and Supplementary Data.

 TABLE
OF CONTENTS

 Page

 Reports
 of Independent Registered Public Accounting Firms

 -82-

 Financial
 Statements:

 balance sheets as of December 31, 2023 and 2022

 -84 -

 statements of operations for the years ended December 31, 2023 and 2022

 - 85 -

 statements of stockholders' equity (deficit) for the years ended December 31, 2023 and 2022

 - 86 -

 statements of cash flows for the years ended December 31, 2023 and 2022

 - 87 -

 Notes
 to consolidated financial statements

 - 88-

 - 81 -

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and Board of Directors of

 Vivos
Therapeutics, Inc. and Subsidiaries (PCAOB ID No. 166)

 Opinion
on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance sheet of Vivos Therapeutics,
Inc. and Subsidiaries (the "Company") as of December 31, 2022, the related consolidated statement of operations, stockholders'
equity, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with
accounting principles generally accepted in the United States of America.

 Basis for Opinion

 The Company's management is responsible for these financial statements.
Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ Plante & Moran, PLLC

 Denver, Colorado

 March 30, 2023, except for Note 9, as to which the date is November 22,
2023

 We served as the Company's auditor from 2018
- 2023.

 - 82 -

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and Board of Directors of

 Vivos
Therapeutics, Inc. and Subsidiaries (PCAOB ID No. 659)

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheet of Vivos Therapeutics, Inc. and subsidiaries (the "Company") as
of December 31, 2023, the related consolidated statements of operations, stockholders' equity and cash flows for the year
then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as
of December 31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.

 Going
Concern Uncertainty

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note
2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provide a reasonable basis for our opinion.

 /s/
 Moss Adams, LLP

 Denver,
Colorado

 March
28, 2024

 We
have served as the Company's auditor since 2023.

 - 83 -

 VIVOS

Balance Sheets

 December
31, 2023 and 2022

 (In
Thousands, Except Per Share Amounts)

 2023

 2022

 Current assets

 Cash and cash
 equivalents

 $
 1,643

 $
 3,519

 Accounts receivable, net
 of allowance of $ 250 and $ 712, respectively

 Prepaid
 expenses and other current assets

 1,448

 Total current assets

 2,461

 5,424

 Long-term assets

 2,843

 2,843

 and equipment, net

 3,314

 3,082

 lease right-of-use asset

 1,385

 1,695

 assets, net

 Deposits
 and other

 Total assets

 $
 10,730

 $
 13,720

 LIABILITIES AND STOCKHOLDERS'
 EQUITY

 Current liabilities

 Accounts payable

 $
 2,145

 $
 1,411

 Accrued expenses

 2,334

 1,912

 Current portion of contract
 liabilities

 2,138

 2,926

 Current portion of operating
 lease liability

 Other
 current liabilities

 Total current liabilities

 7,289

 6,813

 Long-term liabilities

 Contract liabilities, net
 of current portion

 Employee retention credit
 liability

 1,220

 -

 lease liability, net of current portion

 1,521

 1,994

 Total
 liabilities

 10,319

 8,919

 Commitments and contingencies
 (Note 12)

 -

 -

 Stockholders' equity

 Preferred Stock, $ 0.0001
 par value per share. Authorized 50,000,000 shares; no shares issued and outstanding

 -

 -

 Common Stock, $ 0.0001 par value per share.
 Authorized 200,000,000 shares; issued and outstanding 1,833,877 shares as of December 31, 2023 and 920,592 shares as December 31,
 2022

 -

 -

 Additional paid-in capital

 93,462

 84,269

 Accumulated
 deficit

 ( 93,051
)

 ( 79,468
)

 Total
 stockholders' equity

 4,801

 Total
 liabilities and stockholders' equity

 $
 10,730

 $
 13,720

 The
accompanying notes are an integral part of these consolidated financial statements.

 - 84 -

 VIVOS

Statements of Operations

 Years
Ended December 31, 2023 and 2022

 (In
Thousands, Except Per Share Amounts)

 2023

 2022

 Product revenue

 $
 6,270

 $
 8,381

 Service
 revenue

 7,531

 7,643

 Total revenue

 13,801

 16,024

 Cost
 of sales (exclusive of depreciation and amortization shown separately below)

 5,530

 6,005

 Gross
 profit

 8,271

 10,019

 Operating expenses

 General and administrative

 22,479

 29,041

 Sales and marketing

 2,467

 5,340

 Depreciation
 and amortization

 Total
 operating expenses

 25,567

 35,050

 Operating loss

 ( 17,296
)

 ( 25,031
)

 Non-operating income (expense)

 Other expense

 ( 212
)

 ( 190
)

 PPP loan forgiveness

 -

 1,287

 Excess warrant fair value

 ( 6,453
)

 -

 Change in fair value of
 warrant liability, net of issuance costs of $ 645

 10,231

 -

 Other
 income

 Loss before income taxes

)

)

 Net
 loss

 $
)

 $
)

 Net loss per share (basic
 and diluted)

 $
 ( 11.14
)

 $
 ( 25.90
)

 Weighted average number
 of shares of Common Stock outstanding (basic and diluted)

 1,219,381

 The
accompanying notes are an integral part of these consolidated financial statements.

 - 85 -

 VIVOS

Statements of Stockholders' Equity

 Years
Ended December 31, 2023 and 2022

 (In
Thousands)

 Additional

 Common
 Stock

 Paid-in

 Accumulated

 Amount

 Capital

 Deficit

 Total

 Balances, December 31, 2021

 $
 -

 $
 81,162

 $
 ( 55,623
)

 $
 25,539

 Issuance of warrants to
 consultants for services

 -

 -

 -

 Stock-based compensation
 expense

 -

 -

 2,396

 -

 2,396

 Net
 loss

 -

 -

 -

)

)

 Balances, December 31, 2022

 $
 -

 $
 84,269

 $
 ( 79,468
)

 $
 4,801

 Balance

 $
 -

 $
 84,269

 $
 ( 79,468
)

 $
 4,801

 Issuance of common stock
 and warrants in private placement, net of issuance costs

 210,000

 -

 2,764

 -

 2,764

 Issuance of common stock
 and warrants to consultants for services

 30,000

 -

 -

 Issuance of common stock
 for purchase of assets

 10,000

 -

 Issuance of commons stock upon exercise of
 warrants

 624,059

 -

 3,652

 -

 3,652

 Shares added for fractional shares pursuant to reverse stock split

 39,226

 -

 -

 -

 -

 Reclassification of liability-classified
 warrants to equity

 -

 -

 -

 Stock-based compensation
 expense

 -

 -

 1,106

 -

 1,106

 Net
 loss

 -

 -

 -

)

)

 Balances, December 31, 2023

 1,833,877

 $
 -

 $
 93,462

 $
 ( 93,051
)

 $

 Balance

 1,833,877

 $
 -

 $
 93,462

 $
 ( 93,051
)

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 - 86 -

 VIVOS

Statements of Cash Flows

 Years
Ended December 31, 2023 and 2022

 (In
Thousands)

 2023

 2022

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 used in operating activities:

 Stock-based compensation
 expense

 1,106

 2,396

 Depreciation and amortization

 Loss on disposal of assets

 -

 Fair value of common stock
 issued for services

 -

 Fair value of warrants
 issued for services

 Change in fair value of
 warrant liability, net of issuance costs of $ 645

 ( 10,231
)

 -

 Excess warrant fair value

 6,453

 -

 Forgiveness of indebtness
 income

 -

 ( 1,265
)

 Changes in operating assets
 and liabilities:

 Accounts receivable

 Operating lease liabilities,
 net

 ( 109
)

 Tenant improvement allowance

 -

 Prepaid expenses and other
 current assets

 Deposits

 ( 16
)

 Accounts payable

 Accrued expenses

 ( 941
)

 Employee retention credit
 liability

 1,220

 -

 Other liabilities

 Contract
 liability

 ( 611
)

 Net
 cash used in operating activities

 ( 11,946
)

 ( 19,587
)

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Acquisitions of property
 and equipment

 ( 803
)

 ( 924
)

 Payment
 for asset purchase

 ( 50
)

 -

 Net
 cash used in investing activities

 ( 853
)

 ( 924
)

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from the private
 placement of common stock and pre-funded warrants

 12,000

 -

 Payments
 for issuance costs

 ( 1,077
)

 -

 Net
 cash provided by financing activities

 10,923

 -

 Net increase (decrease)
 in cash and cash equivalents

 ( 1,876
)

 ( 20,511
)

 Cash and cash equivalents
 at beginning of year

 3,519

 24,030

 Cash
 and cash equivalents at end of year

 $
 1,643

 $
 3,519

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for interest

 $
 -

 $
 -

 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Fair value of warrants issued in asset purchase

 $

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 - 87 -

 VIVOS

Notes to the Consolidated Financial Statements

 NOTE
1 - ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

 Organization

 BioModeling
Solutions, Inc. ("BioModeling") was organized on March 20, 2007 as an Oregon limited liability company, and subsequently
incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the "SEA") with First Vivos,
Inc. ("First Vivos"), and Vivos Therapeutics, Inc. ("Vivos"), a Wyoming corporation established on July 7, 2016
to facilitate this share exchange combination transaction. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed
on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination
business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of
common stock and warrants of BioModeling and all of the shares of common stock of First Vivos were exchanged for newly issued shares
of common stock and warrants of Vivos, the legal acquirer.

 The
transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting
and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company's
historical financial statements and recorded at their historical carrying amounts.

 On
August 12, 2020, Vivos reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law. Accordingly,
as used herein, the term "the Company," "we," "us." "our" and similar terminology refer
to Vivos Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. As used herein, the term "Common Stock"
refers to the common stock, $ 0.0001 par value per share, of Vivos Therapeutics, Inc., a Delaware corporation.

 Reverse
Stock Split

 On
October 25, 2023, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-25 (the "Reverse
Stock Split"). The Reverse Stock Split, which was approved by the Company's Board of Directors under authority granted by
the Company's stockholders at the Company's 2023 Annual Meeting of Stockholders held on September 22, 2023, was consummated
pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on October 25, 2023 (the "Certificate of Amendment").
Unless the context otherwise requires, all references in the accompanying financial statements, these footnotes to the financial statements
in general to shares of the Company's common stock, including prices per share of the common stock, reflect the Reverse Stock Split.
Fractional shares were not issued, and the final number of shares were rounded up to the next whole share.

 Description
of Business

 We
are a medical technology and services company that features a comprehensive suite of proprietary oral appliances and therapeutic
treatments. Our products non-surgically treat certain maxillofacial and developmental abnormalities of the mouth and jaws that are
closely associated with breathing and sleep disorders such as, mild to severe obstructive sleep apnea ("OSA") and
snoring in adults. The Company offers three separate clinical pathways or programs to providers—Guided Growth and Development,
Lifeline, and Complete Airway Repositioning and Expansion ("CARE"). Each program features certain oral appliances
coupled with specific therapeutic treatments, and each clinical pathway is intended to address the specific needs of a diverse
patient population with different patient journeys. For example, the Guided Growth and Development program features the Vivos Guide
and PE x appliances along with CO 2 laser treatments and other adjunctive therapies designed for treating
palatal growth and expansion in pediatric patients as they grow. The mid-range priced Lifeline program features a selection of
mandibular advancement devices ("MADs") such as the Versa and Vida Sleep which are FDA 510(k) cleared for
mild-to-moderate OSA in adults, along with the patented Vida appliance, which is FDA 510(k) cleared as unspecified classification
for the alleviation of Temporomandibular Joint Dysfunction ("TMD") symptoms, bruxism, migraine headaches, and nasal
dilation.

 - 88 -

 The
Company's flagship CARE program, which is part of The Vivos Method, features the Company's patented DNA, mRNA and mmRNA appliances,
which are also FDA 510(k) cleared for mild-to-severe OSA and snoring in adults. The Vivos Method may also include adjunctive myofunctional,
chiropractic/physical therapy, and laser treatments that, when properly used with the CARE appliances, constitute a powerful non-invasive
and cost-effective means of reducing or eliminating OSA symptoms. In a small subset of a study, the data has actually shown that The
Vivos Method can reverse OSA symptoms in a large portion (up to 80 %) of patients. The primary competitive advantage of The Vivos Method
over other OSA therapies is that The Vivos Method's typical course of treatment is limited in most cases to 12 to 15 months, and
it is possible not to need lifetime intervention, unlike CPAP and neuro-stimulation implants. Additionally, out of approximately 42,000
patients treated to date worldwide with the Company's entire current suite of products, there have been very few instances of relapse.

 The
Company offers a suite of diagnostic and support products and services to dental and medical providers and distributors who service patients
with OSA or related conditions. Such products and services include (i) VivoScore home sleep screenings and tests (powered by SleepImage
 technology), (ii) AireO2 (an electronic health record program designed specifically for use by dentists treating sleep patients),
(iii) Treatment Navigator (a concierge service to assist a provider in educating and supporting the doctors as they navigate insurance
coverage, diagnostic indications and treatment options), (iv) Billing Intelligence Services (which optimizes medical and dental reimbursement),
(v) advanced training and continuing education courses at the Company's Vivos Institute in Denver, Colorado, (vi) MyoCorrect, a
service through which Vivos-trained providers can provide orofacial myofunctional therapy ("OMT") to patients via a telemedicine
platform, and (vii) the Company's Medical Integration Division ("MID"), which manages independent medical practices
under management and development agreement which pays the Company from six ( 6 %) to eight ( 8 %) percent of all net revenue from sleep-related
services as well as development fees.

 The
Company's business model is to teach, train, and support dentists, medical doctors, and distributors in the use of the Company's
products and services. Dentists who use the Company's products and services typically enroll in a variety of live or online training
and educational programs offered through the Company's Vivos Institute—an 18,000 sq. ft. facility located near the Denver
International Airport. Dentists are able to select the specific program or clinical pathway that they want to focus on, such as Guided
Growth and Development or Lifeline or both. They may also enroll in the VIP program for the complete set training, educational, and support
services available in all three clinical pathway programs. Dentists enrolled in the VIP Program are referred to as "VIPs."
The Company charges up front enrollment fees to educate and train new providers. The Company also charges for the ancillary support services
listed above, and views each product and service as a revenue/profit center.

 Basis
of Presentation and Consolidation

 The
accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries (BioModeling,
First Vivos, Vivos Therapeutics (Canada) Inc., Vivos Management and Development, LLC, Vivos Del Mar Management, LLC, Vivos Modesto Management,
LLC, Vivos Therapeutics DSO LLC, a Colorado limited liability company, and Vivos Airway Alliances, LLC, a Colorado limited liability
company), are prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP").
All significant intercompany balances and transactions have been eliminated in consolidation.

 Emerging
Growth Company Status

 The
Company is an "emerging growth company" (an "EGC"), as defined in Section 2(a) of the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and as a result, the Company may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. These include, but are
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.

 - 89 -

 Further,
Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply
with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-EGC but any such election to opt out is irrevocable. The Company currently
expects to retain its status as an EGC until the year ending December 31, 2026, but this status could end sooner under certain circumstances.

Recognition

 The
Company generates revenue from the sale of products and services. A significant majority of the Company's revenues are generated
from enrolling dentists as either (i) Guided Growth and Development VIPs; (ii) Lifeline VIPs; (iii) combined Guided Growth and Development
and Lifeline VIPs; or Premier Vivos Integrated Providers (Premier VIPs). Prior to the second quarter of 2023, the majority of VIP enrollments
were Premier VIPs. The other, lower priced enrollments were piloted in prior fiscal quarters on a limited basis. They were officially
adopted during the second quarter of 2023. For each VIP program, revenue is recognized when control of the products or services is transferred
to customers (i.e., VIP dentists ordering such products or services for their patients) in a manner that reflects the consideration the
Company expects to be entitled to in exchange for those products and services.

 Following
the guidance of ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") and the applicable provisions of
ASC Topic 842, Leases ("ASC 842"), the Company determines revenue recognition through the following five-step model,
which entails:

 1)

 identification
 of the promised goods or services in the contract;

 2)

 determination
 of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the
 contract;

 3)

 measurement
 of the transaction price, including the constraint on variable consideration;

 4)

 allocation
 of the transaction price to the performance obligations; and

 5)

 recognition
 of revenue when, or as the Company satisfies each performance obligation.

 Service

 VIP
Enrollment Revenue

 The
Company reviews its VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above. All program
enrollees, irrespective of their level of enrollment, are commonly referred to as VIPs, unless it is necessary to specify their particular
program. Once it is determined that a contract exists (i.e., a VIP enrollment agreement is executed and payment is received), service
revenue related to VIP enrollments is recognized when the underlying services are performed. The price of the Premier VIP enrollment
that the VIP pays upon execution of the contract is significant, running at approximately $ 26,200,
with different entry levels for the various programs described above. Unearned revenue reported on the balance sheet as contract
liability represents the portion of fees paid by VIP customers for services that have not yet been performed as of the reporting date
and are recorded as the service is rendered. The Company recognizes this revenue as performance obligations are met. Accordingly, the
contract liability for unearned revenue is a significant liability for the Company. Provisions for discounts are provided in the same
period that the related revenue from the products and/or services is recorded.

 The
Company enters into programs that may provide for multiple performance obligations. Commencing in 2018, the Company began enrolling medical
and dental professionals in a one-year program (now known as the Premier VIP Program) which includes training in a highly personalized,
deep immersion workshop format which provides the Premier VIP dentist access to a team who is dedicated to creating a successful integrated
practice.

 VIP
enrollment fees include multiple performance obligations which vary on a contract-by-contract basis. The performance obligations included
with enrollments may include sleep apnea rings, a six or twelve months BIS subscription, a marketing package, lab credits and the right
to sell our appliances. The Company allocates the transaction price of a VIP enrollment contract to each performance obligation under
such contract using the relative standalone selling price method. The relative standalone price method is based on the proportion of
the standalone selling price of each performance obligation to the sum of the total standalone selling prices of all the performance
obligations in the contract.

 - 90 -

 The
right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from the Company.
The right to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their
patients using The Vivos Method.

the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, the Company believes that it
is appropriate to estimate the standalone selling price of this performance obligation using the residual method. As such, the observable
prices of other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated
to the right to sell performance obligation.

 The
Company uses significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right
to sell. The Company has determined that Premier VIPs who do not complete sessions 1 and 2 of training rarely complete training at all
and fail to participate in the Premier VIP program long term. Since the beginning of the Premier VIP program, just under one-third of
new VIP members fall into this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in
which it becomes remote that a VIP will continue in the program. Revenue is recognized in accordance with each individual performance
obligation unless it becomes remote the VIP will continue, at which time the remainder of revenue is accelerated and recognized in the
following month. Those VIPs who complete training typically remain active for a much longer period, and revenue from the right to sell
for those VIPs is recognized over the estimated period of which those VIPs will remain active. Because of various factors occurring year
to year, the Company has estimated customer life for each year a contract is initiated. The estimated customer lives are calculated separately
for each year and have been estimated at 15 months for 2020, 14 months for 2021, 18 months for 2022, and 23 months for 2023, as a result
of customers staying active for longer periods of time. The right to sell is recognized on a sum of the years' digits method over
the estimated customer life for each year as this approximates the rate of decline in VIPs purchasing behaviors we have observed.

 Other
Service Revenue

 In
addition to VIP enrollment service revenue, in 2020 the Company launched BIS, an additional service on a monthly subscription basis,
which includes the Company's AireO2 medical billing and practice management software. Revenue for these services is recognized
monthly during the month the services are rendered.

 The
Company also offers its VIPs the ability to provide MyoCorrect to the VIP's patients as part of treatment with The Vivos Method.
The program includes packages of treatment sessions that are sold to the VIPs, and resold to their patients. Revenue for MyoCorrect services
is recognized over the 12-month performance period as therapy sessions occur.

 Allocation
of Revenue to Performance Obligations

 The
Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each performance
obligation based on relative fair values. These fair values approximate the prices for the relevant performance obligation that would
be charged if those services were sold separately, and are recognized over the relevant service period of each performance obligation.
After allocation to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized
over the estimated customer life. In general, revenues are separated between durable medical equipment (product revenue) and education
and training services (service revenue).

of Discounts and Promotions

 From
time to time, the Company offers various discounts to its customers. These include the following:

 1)

 Discount
 for cash paid in full

 - 91 -

 2)

 Conference
 or trade show incentives, such as subscription enrollment into the SleepImage home sleep test program, or free trial
 period for the SleepImage lease program

 3)

 Negotiated
 concessions on annual enrollment fee

 4)

 Credits/rebates
 to be used towards future product orders such as lab rebates

 The
amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue
is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances,
a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is
measured and the change in transaction price is allocated over the remaining performance obligation.

 The
amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the
customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides.
The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period.
At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the
reporting period and any changes in circumstances during the reporting period.

 Product

 In
addition to revenue from services, the Company also generates revenue from the sale of its line of oral devices and preformed guides
(known as appliances or systems) to its customers, the VIP dentists. These include the DNA appliance, mRNA appliance,
the mmRNA appliance, the Versa,, the Vida, the Vida Sleep and others. The Company expanded its product offerings in the first quarter
of 2023 via the acquisition of certain U.S. and international patents, product rights, and other miscellaneous intellectual property
from Advanced Facialdontics, LLC, a New York limited liability company ("AFD"). Revenue from appliance sales is recognized
when control of product is transferred to the VIP in an amount that reflects the consideration it expects to be entitled to in exchange
for those products. The VIP in turn charges the VIP's patient and or patient's insurance a fee for the appliance and for
his or her professional services in measuring, fitting, installing the appliance and educating the patient as to its use. The Company
contracts with VIPs for the sale of the appliance and is not involved in the sale of the products and services from the VIP to the VIP's
patient.

 The
Company's appliances are similar to a retainer that is worn in the mouth after braces are removed. Each appliance is unique and
is fitted to the patient. The Company utilizes its network of certified VIPs throughout the United States and in some non-U.S. jurisdictions
to sell the appliances to their customers as well as in two dental centers that the Company operates. The Company utilizes third party
contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company
produces the appliance in strict adherence to the Company's patents, design files, treatments, processes and procedures and under
the direction and specific instruction of the Company, ships the appliance to the VIP who ordered the appliance from the Company. All
of the Company's contract manufacturers are required to follow the Company's master design files in production of appliances
or the lab will be in violation of the FDA's rules and regulations. The Company performed an analysis under ASC 606-10-55-36 through
55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the VIP the contracted price
for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the VIP under the direction
of the Company.

 In
support of the VIPs using the Company's appliances for their patients, the Company utilizes a team of trained technicians to measure,
order and fit each appliance. Upon scheduling the patient (which is the Company's customer in this case), the center takes a deposit
and reviews the patient's insurance coverage. Revenue is recognized differently for Company owned centers than for revenue from
VIPs. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted
and provided to the patient.

 The
Company offers certain dentists (known as Clinical Advisors) discounts from standard VIP pricing. This is done to help encourage Clinical
Advisors, who help the VIPs with technical aspects of the Company's products, to purchase Company products for their own practices.
In addition, from time to time, the Company offers credits to incentivize VIPs to adopt the Company's products and increase case
volume within their practices. These incentives are recorded as a liability at issuance and deducted from the related product sale at
the time the credit is used.

 - 92 -

 Use
of Estimates

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions,
and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its
estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the
circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company's
significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, the determination
of customer life and breakage related to recognizing revenue for VIP contracts, impairment of goodwill and long-lived assets; valuation
assumptions for assets acquired in asset acquisitions; valuation assumptions for stock options, warrants, warrant liabilities and equity
instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement
of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made
appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material
differences between the Company's estimates and the actual results, the Company's future consolidated results of operations
will be affected.

 Cash
and Cash Equivalents

 All
highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company's
immediate and general business use are classified as cash and cash equivalents.

 Accounts
Receivable, Net

 Accounts
receivable represents amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not
bear interest. Accounts receivable are stated at the net amount expected to be collected, using an expected credit loss methodology to
determine the allowance for expected credit losses. The Company evaluates the collectability of its accounts receivable and determines
the appropriate allowance for expected credit losses based on a combination of factors, including the aging of the receivables, historical
collection trends, and charge-offs. When the Company is aware of a customer's inability to meet its financial obligation, the Company
may individually evaluate the related receivable to determine the allowance for expected credit losses. The Company uses specific criteria
to determine uncollectible receivables to be charged-off, including bankruptcy filings, the referral of customer accounts to outside
parties for collection, and the length that accounts remain past due.

and Equipment, Net

and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets, which ranges from 4 to 5 years. Amortization of leasehold improvements is recognized using
the straight-line method over the shorter of the life of the improvement or the term of the respective leases which range between 5 and
 7 years. The Company does not begin depreciating assets until assets are placed in service.

Assets, Net

is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not
amortized but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change
in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of
the business or other factors. We test for impairment annually as of December 31. There were no quantitative or qualitative indicators
of impairment that occurred for the year ended December 31, 2023, and no impairment was required.

assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, from whom the Company acquired certain assets related
to its OMT service in March 2021, (ii) Lyon Management and Consulting, LLC and its affiliates ("Lyon Dental"), from whom
the Company acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software
underlying AireO2) for work related to the Company's acquired patents, intellectual property and customer contracts and (iii) AFD,
from whom the Company acquired certain U.S. and international patents, trademarks, product rights, and other miscellaneous intellectual
property in March 2023. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized
using the straight-line method over the estimated life of the assets, which approximates 5 years (See Note 5). The costs paid to MyoCorrect,
Lyon Dental and AFD for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15
years.

 - 93 -

 Intangible assets consist of assets acquired from First Vivos and costs
paid to (i) MyoCorrect, from whom the Company acquired certain assets related to its OMT service in March 2021, (ii) Lyon Management and
Consulting, LLC and its affiliates ("Lyon Dental"), from whom the Company acquired certain medical billing and practice management
software, licenses and contracts in April 2021 (including the software underlying AireO2) for work related to the Company's acquired
patents, intellectual property and customer contracts and (iii) AFD, from whom the Company acquired certain U.S. and international patents,
trademarks, product rights, and other miscellaneous intellectual property in March 2023. The identifiable intangible assets acquired from
First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets,
which approximates 5 years (See Note 5). The costs paid to MyoCorrect, Lyon Dental and AFD for patents and intellectual property are amortized
over the life of the underlying patents, which approximates 15 years.

 Impairment
of Long-lived Assets

 We
review and evaluate the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset's
carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market
value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an adverse action or assessment
by a regulator. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it.
Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss
would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair
value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate
of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation
of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions
require significant judgment and actual results may differ from assumed and estimated amounts. There were no quantitative or qualitative
indicators of impairment that occurred for the year ended December 31, 2023, and no impairment was required.

 Equity
Offering Costs

 Commissions,
legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination
of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in
the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded
as expense in the period when it is determined that an offering is unsuccessful.

 Accounting
for Payroll Protection Program Loan

 The
Company accounted for its U.S. Small Business Administration's ("SBA") Payroll Protection Program ("PPP")
loan as a debt instrument under ASC 470, Debt. The Company recognized the original principal balance as a financial liability
with interest accrued at the contractual rate over the term of the loan. On January 21, 2022, the PPP loan received by the Company on
May 8, 2020 was forgiven by the SBA in its entirety, which includes approximately $ 1.3 million in principal. As a result, the Company
recorded a gain on the forgiveness of the loan in the quarter ended March 31, 2022 under non-operating income (expense).

 Employee
Retention Tax Credit

 The
employee retention tax credit ("ERTC") for 2020 was established under the Coronavirus Aid, Relief, and Economic Security
Act of 2020 (the "CARES Act") and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the "Relief
Act"). The ERTC provided for changes in the employee retention credit for 2020 and provided an additional credit for the first,
second and third calendar quarters of 2021. Employers are eligible for the credit if they experienced either a full or partial suspension
of operations during any calendar quarter because of governmental orders due to the COVID-19 pandemic or if they experienced a significant
decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 and the corresponding quarters in 2019.
The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs.

 According
to the Internal Revenue Service ("IRS") Notice 2021-20, "Guidance on the Employee Retention Credit under Section 2301
of the Coronavirus Aid, Relief, and Economic Security Act," the period during which there is a significant decline in gross receipts
is determined by identifying the first quarter in 2020 in which the gross receipts are less than 50 % of its gross receipts for the same
period in 2019. The employee retention credit is available only to eligible employers. Section 2301(c)(2)(A) of the CARES Act defines
the term "eligible employer" as any employer carrying on a trade or business during calendar year 2020, and, with respect
to any calendar quarter, for which (1) the operation of the trade or business carried on during calendar year 2020 is fully or partially
suspended due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social,
religious, or other purposes) due to COVID-19, or (2) such calendar quarter is within the period in which the employer had a significant
decline in gross receipts, as described in section 2301(c)(2)(B) of the CARES Act. VIP dentists and potential VIPs were forced to close
their offices during 2020 as a result of COVID-19. Therefore, the Company qualifies as an eligible employer under this under the CARES
Act.

 - 94 -

 Section
2301(c)(3)(A)(ii) of the CARES Act also provides that if an eligible employer averaged 100 or fewer employees in 2019 (a "small
eligible employer"), qualified wages are those wages paid by the eligible employer with respect to an employee during any period
described in section 2301(c)(2)(A)(ii)(I) of the CARES Act (relating to a calendar quarter for which the operation of a trade or business
is fully or partially suspended due to a governmental order) or during a calendar quarter within the period described in section 2301(c)(2)(A)(ii)(II)
of the CARES Act (relating to a significant decline in gross receipts). The Company averaged fewer than 80 employees in 2019 and is therefore
considered a small eligible employer under the CARES Act.

plan expenses were not included in the analysis, although they are eligible if an employee has paid health insurance through their paycheck.
Section 2301(c)(5)(B) of the CARES Act provides that "wages" include amounts paid by an eligible employer to provide and
maintain a group health plan (as defined in section 5000(b)(1) of the Code), but only to the extent that the amounts are excluded from
the gross income of employees by reason of section 106(a) of the Code. The Company pays the first $500 of healthcare insurance for each
employee, which generally covers the monthly cost of their insurance. Because of this, the Company conservatively did not include any
of the cost of insurance in its analysis. Additionally, PPP loan amounts were deducted from the amount of total wages paid before calculating
the qualified ERTC wages. The Company applied for the ERTC using Vivos Therapeutics Inc.'s payroll, which covers 95% of its employees.

 As
indicated above, for 2020, companies were eligible for a credit equal to 50 percent of the first ten thousands of qualified wages paid
per employee in the aggregate of each eligible quarter. Therefore, the maximum ERTC for the Company for 2020 is five thousand ($5,000)
per employee. For the second and fourth quarters of 2020, the total eligible credit was limited to approximately $0.5 million.

 For
2021, the ERTC was 70 % of the first ten thousand qualified wages paid per employee each quarter. Accordingly, the credit was limited
to approximately $ 0.7 million. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit
business entities, the Company accounted for the ERTC by analogy to ASC 450, Contingencies. Accordingly, under ASC 450, entities
would treat the ERTCs (whether received in cash or as an offset to current or future payroll taxes) as if they were gain contingencies.
When applying ASC 450-30, entities would not consider the probability of complying with the terms of the ERC program but, rather, would
defer any recognition in the income statement until all uncertainties are resolved and the income is "realized" or "realizable"
(i.e., upon receipt of the funds or formal notice by the IRS that the company is entitled to such funds). In our case, the Company elected
to follow a more conservative approach and instead of recognizing a receivable for amounts to be received when the amended tax forms
were filed in 2022, it was decided to wait for the notice from IRS and cash was received. As for financial statement presentation, it
is believed that either classifying the amounts as a reduction to payroll tax expense (expense off-set is however contrary to U.S. GAAP)
or as other income to be acceptable with appropriate disclosure of the election made by the company. However, the IRS issued a renewed
warning regarding the ERTC on March 7, 2023 urging taxpayers to carefully review the ERTC guidelines. The Company continues to evaluate
additional information from the IRS, and elected to disclose the funds received as a separate line item under long-term liabilities on
the balance sheet, until more information becomes available from the IRS. As a result, for the period ending December 31, 2023, approximately
$ 1.2 million was recorded under long-term liabilities.

 Loss
and Gain Contingencies

 The
Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency
is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably
estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company
accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the
Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss
is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose
the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine
whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related
to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized
until realization is assured, which typically requires collection in cash.

 - 95 -

 Share-Based

 The
Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options,
based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton
("BSM") option pricing model. The Company estimates the expected term using the simplified method which is the average of
the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the
historical volatilities of shares of the Company's peer group as the Company does not have a sufficient trading history for its
Common Stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life
cycle and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies
until a sufficient amount of historical information regarding the volatility of the Company's own stock price becomes available,
or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable
companies whose share prices are publicly available would be utilized in the calculation. The Company recognizes the cost of the equity
awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded
vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line
basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures
and cancellations in the period that the forfeiture or cancellation occurs, rather than estimating the number of awards that are not
expected to vest in accounting for stock-based compensation.

 Research
and Development

 Costs
related to research and development are expensed as incurred and include costs associated with research and development of new products
and enhancements to existing products. Research and development costs incurred were less than $ 0.1 million and less than $ 0.2 million
for the years ended December 31, 2023 and 2022, respectively. These are recorded on the statement of operations under general and administrative
expense.

 Leases

leases are included in operating lease right-of-use ("ROU") asset, accrued expenses, and operating lease liability - current
and non-current portion in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease
liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized
at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of
lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date as the rate implicit
in the lease is not readily determinable. The determination of our incremental borrowing rate requires management judgment based on information
available at lease commencement. The operating lease ROU assets also include adjustments for prepayments, accrued lease payments and
exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we
will exercise such options. Operating lease cost is recognized on a straight-line basis over the expected lease term. Lease agreements
entered into after the adoption of ASC 842 that include lease and non-lease components are accounted for as a single lease component.
Lease agreements with a noncancelable term of less than 12 months are not recorded on our balance sheets.

 - 96 -

 Income
Taxes

 The
Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes, under which
deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax
bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes
to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions
in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating
results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities
may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The
recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation
allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit
of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an
audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest
benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The
Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

 Basic
and Diluted Net Loss Per Share

 Basic
net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common
shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares
of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive.

 Warrant
Accounting

 The
Company accounts for its warrants and financial instruments as either equity or liabilities based upon the characteristics and provisions
of each instrument, in accordance with ASC 815, Derivatives and Hedging. Warrants classified as equity are recorded at fair value
as of the date of issuance on the Company's consolidated balance sheets and no further adjustments to their valuation are made.
Warrants classified as liabilities and other financial instruments that require separate accounting as liabilities are recorded on the
Company's consolidated balance sheets at their fair value on the date of issuance and will be revalued on each subsequent balance
sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other
income or expense. Management estimates the fair value of these liabilities using the Black-Scholes model and assumptions that are based
on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings,
expected volatility, expected life, yield, and risk-free interest rate.

 Segment Information

 We manage our business within
one reportable segment. The Company's Chief Executive Officer, who is considered to be the chief operating decision maker (CODM), reviews
financial information presented on a consolidated basis, accompanied by information about operations for purposes of making operating
decisions and assessing financial performance.

 Recent
Accounting Pronouncements

 Presented
below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation
as an EGC.

 Recently
Adopted Standards. The following recently issued accounting standards were adopted by the Company during the period ended December
31, 2023:

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the guidance on the impairment of financial
instruments. This guidance requires use of an impairment model (known as the "current expected credit losses", or CECL model)
that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate
of expected credit losses. The Company adopted the new accounting standard on January 1, 2023. The adoption of this standard did not
have a material impact on the Company's consolidated financial statements.

 NOTE
2 - LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN

 The
financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. The Company has incurred losses since inception, including $ 13.6 and $ 23.8 million for the years ended
December 31, 2023 and 2022, respectively, resulting in an accumulated deficit of approximately $ 93.1 million as of December 31, 2023.

 - 97 -

 Net
cash used in operating activities amounted to approximately $ 11.9 and $ 19.6 million for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the Company had total liabilities of approximately $ 10.3 million.

 As
of December 31, 2023, the Company had approximately $ 1.6 million in cash and cash equivalents, which will not be sufficient to fund operations
and strategic objectives over the next twelve months from the date of issuance of these financial statements. Without additional financing,
these factors raise substantial doubt regarding the Company's ability to continue as a going concern. See Note 16 for additional
information regarding the Company's financing activity following the period ended December 31, 2023.

 Until
a state of cash flow positivity is reached, management is reviewing all options to obtain additional financing to fund operations. This
financing is expected to come primarily from the issuance of equity securities in order to sustain operations until the Company can achieve
profitability and positive cash flows, if ever. There can be no assurances, however, that adequate additional funding will be available
on favorable terms, or at all. If such funds are not available in the future, the Company may be required to delay, significantly modify
or terminate some or all of its operations, all of which could have a material adverse effect on the Company and stockholders.

 NOTE
3 - REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES

 Net

 For
the years ended December 31, 2023 and 2022, the components of revenue from contracts with customers and the related timing of revenue
recognition is set forth in the table below (in thousands):

OF REVENUE FROM CONTRACT WITH CUSTOMERS

 2023

 2022

 Product revenue:

 Appliance sales
 to VIPs

 $
 6,081
 (1)

 $
 7,820
 (1)

 Center
 revenue

 Total
 product revenue

 6,270

 8,381

 Service revenue

 VIP

 3,922

 4,838
 (2)

 Billing intelligence services

 (3)

 1,170
 (3)

 Sleep testing services

 1,185

 Myofunctional therapy services

 Sponsorship/seminar/other

 Total
 service revenue

 7,531

 7,643

 Total
 revenue

 $
 13,801

 $
 16,024

 (1)

 Appliance
 revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment
 of the related products occurs.

 (2)

 VIP
 revenue disclosed above for the year ended December 31, 2022, includes a cumulative adjustment from prior years of approximately
 $ 0.4 million decrease.

 (3)

 BIS
 revenue from subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services
 are performed and the performance obligations completed. Revenue disclosed above for year ended December 31, 2022, includes a cumulative
 adjustment from prior years of approximately $ 0.1 million increase.

 - 98 -

 Changes
in Contract Liabilities

 The
key components of changes in contract liabilities for the years ended December 31, 2023 and 2022 are as follows (in thousands):

OF CONTRACT LIABILITY

 2023

 2022

 Beginning balance, January 1

 $
 3,038

 $
 2,399

 New contracts, net of cancellations

 3,730

 6,567

 Revenue recognized

 ( 4,341
)

 ( 5,928
)

 Ending balance, December

 $
 2,427

 $
 3,038

 Current
portion of deferred revenue is approximately $ 2.1 million, which is expected to be recognized over the next 12 months from the date of
the period presented. Additionally, revenue from breakage on contract liabilities was approximately $ 0.5 and $ 1.6 million for the years
ended December 31, 2023 and 2022.

 Changes
in Accounts Receivable

 Our
customers are billed based on fees agreed upon in each customer contract. Receivables from customers were $ 0.2 million at December 31,
2023, a decrease of $ 0.3 million from $ 0.5 million at December 31, 2022. An allowance is maintained for accounts receivable which is
generally based on a combination of factors, including the aging of the receivables, historical collection trends, and charge-offs. Adjustment
to the allowance are recorded in bad debt expense under general and administrative expenses in the consolidated statement of
operations. An allowance of $ 0.3 and $ 0.7 million existed as of December 31, 2023 and 2022.

 Shipping
Costs

 Shipping
costs for product deliveries to customers are expensed as incurred and totaled approximately $ 0.2 million for the year ended December
31, 2023, and approximately $ 0.2 million for the year ended December 31, 2022. Shipping costs for product deliveries to customers are
included in cost of goods sold in the accompanying consolidated statement of operations.

 NOTE
4 - PROPERTY AND EQUIPMENT, NET

 As
of December 31, 2023 and 2022, property and equipment consist of the following (in thousands):

OF PROPERTY AND EQUIPMENT

 2023

 2022

 Furniture and equipment

 $
 1,321

 $
 1,265

 Leasehold improvements

 2,479

 2,479

 Construction in progress

 1,435

 Molds

 Gross property and equipment

 5,640

 4,835

 Less accumulated depreciation

 ( 2,326
)

 ( 1,753
)

 Net Property and equipment

 $
 3,314

 $
 3,082

 Leasehold
improvements relate to the Vivos Institute (the Company's 15,000
square foot facility where the Company provides advanced post-graduate education and certification to dentists, dental teams, and
other healthcare professionals in a live and hands-on setting) and the two Company-owned dental centers in Colorado. Total
depreciation and amortization expense was $ 0.7
and $ 0.6 million for the years ended December 31, 2023 and 2022, respectively.

 - 99 -

 NOTE
5 - GOODWILL AND INTANGIBLE ASSETS

of $ 2.8 million as of December 31, 2023 and 2022, consist of the following acquisitions (in thousands):

OF GOODWILL

 Acquisitions

 2023

 2022

 BioModeling

 $
 2,619

 $
 2,619

 Empowered Dental

 Lyon Dental

 Total goodwill

 $
 2,843

 $
 2,843

Assets

 As
of December 31, 2023 and 2022, identifiable intangible assets were as follows (in thousands):

OF IDENTIFIABLE INTANGIBLES

 2023

 2022

 Patents and developed technology

 $
 2,302

 $
 2,136

 Trade name

 Other

 Total intangible assets

 2,659

 2,493

 Less accumulated amortization

 ( 2,239
)

 ( 2,191
)

 Net intangible assets

 $

 $

 Amortization
expense of identifiable intangible assets was less than $ 0.1 million for the years ended December 31, 2023 and 2022. The estimated future
amortization of identifiable intangible assets is as follows (in thousands):

 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS

 As
 of December 31,

 2024

 2025

 2026

 2027

 2028

 Thereafter

 Total

 $

 NOTE
6 - OTHER FINANCIAL INFORMATION

 Accrued
Expenses

 As
of December 31, 2023 and 2022, accrued expenses consist of the following (in thousands):

 SCHEDULE OF ACCRUED EXPENSES

 2023

 2022

 Accrued payroll

 $
 1,498

 $
 1,358

 Accrued legal and other

 Lab rebate liabilities

 Total accrued expenses

 $
 2,334

 $
 1,912

 - 100 -

 NOTE
7 - PREFERRED STOCK

 The
Company's Board of Directors has authority to issue up to 50,000,000 shares of Preferred Stock. At December 31, 2020, all previously
issued shares of Preferred Stock had been redeemed or converted to shares of Common Stock. As of December 31, 2023, the Company's
Board of Directors continues to have the authority to designate up to 50,000,000 shares of Preferred Stock in various series that provide
for liquidation preferences, and voting, dividend, conversion, and redemption rights as determined at the discretion of the Board of
Directors.

 NOTE
8 - COMMON STOCK

 The
Company is authorized to issue 200,000,000 shares of Common Stock. Holders of Common Stock are entitled to one vote for each share held.
The Company's Board of Directors may declare dividends payable to the holders of Common Stock.

 On
January 9, 2023, the Company closed a private placement (the "January 2023 Private Placement") pursuant to which the Company
agreed to issue and sell 80,000 shares of Common Stock, Pre-Funded Warrants to purchase up to an aggregate of 186,667 shares of Common
Stock and Common Stock Purchase Warrants to purchase up to an aggregate of 266,667 shares of Common Stock for net proceeds of approximately
$ 7.4 million. Issuance costs associated with the January 2023 Private Placement were approximately $ 0.6 million.

 On
February 28, 2023, the Company acquired certain U.S. and international patents, patent applications, trademarks, product rights, and
other miscellaneous intellectual property from AFD. Pursuant to the asset acquisition the Company agreed to issue 10,000 shares of Common
Stock in addition to cash consideration of $ 50,000. As a result of this transaction the Company recorded intangible assets of approximately
 $ 0.2 million. As part of the Asset Purchase Agreement, the Company agreed to a future earnout payment consideration based on a sliding-scale
percentage on the volume of future sales, as well as a cash payment of $ 0.2 million upon the achievement of specified milestones. Per
the Company's accounting policy, the contingent consideration obligation will be recorded as the contingency is resolved and the
consideration is paid or becomes payable.

 In
addition, the Company entered into an employment agreement with Dr. Scott Simonetti, DDS, the founder and Chief Executive Officer of
AFD, as part-time Senior Director of Research and Development for an annual salary of approximately $ 0.1 million and a five-year warrant
to purchase up to 16,000 shares of Common Stock with an exercise price of $ 15.25 per share; provided, however, that the shares of Common
Stock underlying such warrant are subject to vesting only upon the achievement of specified milestones related to new FDA authorizations
for the intangible assets acquired.

 As
disclosed above, on October 25, 2023 (the "Effective Date"), the Company effected a Reverse Stock Split of its outstanding
shares of common stock at a ratio of 1-for-25. As of the Effective Date, every twenty-five shares of the Company's issued and outstanding
Common Stock was combined into one share of Common Stock. As a result, the Company's issued and outstanding Common Stock on the
Effective Date was proportionally reduced from approximately 29,928,786 shares to approximately 1,197,258 shares. The ownership percentage
of each of the Company's stockholders remained unchanged, other than as a result of fractional shares. No fractional shares of
Common Stock were issued in connection with the Reverse Stock Split, and stockholders that would hold a fractional share of Common Stock
as a result of the Reverse Stock Split had such fractional shares of Common Stock rounded up to the nearest whole share of Common Stock.

 On
November 2, 2023, the Company closed a private placement (the "November 2023 Private Placement") with an institutional investor
pursuant to which the Company sold an aggregate of $ 4,000,003
 of securities in a private placement consisting
of (i) 130,000
 shares of Common Stock, (ii) a pre-funded warrant
to purchase 850,393
 shares of Common Stock at an exercise price of
$ 0.0001
 per share, (iii) a five-year Series A Common
Stock Purchase Warrant to purchase up to 980,393
 shares of Common Stock with an exercise price
of $ 3.83
 per share and (iii) an 18-month Series B Common
Stock Purchase Warrant (the "Series B Warrant") to purchase up to 980,393 shares of Common Stock with an exercise
price of $ 3.83 per share. Issuance costs associated with the November 2023 Private Placement were approximately $ 0.5 million.

 On February
14, 2024, the Company entered into a warrant inducement letter agreement (the "Inducement Agreement") with the same institutional
investor in the November 2023 Private Placement pursuant to which the investor agreed to exercise for cash the entirety of the Series
B Warrant at an exercise price of $ 4.02 per share (with such exercise price being established for purposes of compliance with the listing
rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $ 4.0 million. Pursuant to the Inducement
Agreement, in consideration for the immediate exercise of the Series B Warrant in full, the Company agreed to issue to the investor, in
a new private placement transaction (the "Inducement Transaction"): (i) a 5-year, Series B-1 Common Stock Purchase Warrant
to purchase 735,296 shares of the Company's common stock at an exercise price of $ 5.05 per share, and (ii) an 18-month, Series B-2
common stock purchase warrant to purchase 735,296 shares of our common stock at an exercise price of $ 5.05 per share (collectively, the
"Inducement Warrants" and such aggregate 1,470,592 shares of the Company's common stock underlying the Inducement Warrants,
the "Inducement Warrant Shares"). The Inducement Warrants are identical to each other, other than their dates of expiration,
and are substantially identical to the Series B Warrant.

 - 101 -

 The
number of shares of Common Stock available for issuance under the Company's equity incentive plans and the Common Stock issuable
pursuant to outstanding equity awards and common stock purchase warrants immediately prior to the Reverse Stock Split were proportionately
adjusted by the ratio of the Reverse Stock Split. The exercise prices of such outstanding options and warrants were also adjusted in
accordance with their respective terms. The number of authorized shares of common stock was not affected by the Reverse Stock Split.

 NOTE
9 - STOCK OPTIONS AND WARRANTS

 Stock
Options

 In
2017, the Company's shareholders approved the adoption of a stock and option award plan (the "2017 Plan"), under which
shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2017 Plan permits
grants of equity awards to employees, directors, consultants and other independent contractors. The Company's shareholders have
approved a total reserve of 53,333 shares of Common Stock for issuance under the 2017 Plan.

 In
April 2019, the Company's shareholders approved the adoption of a stock and option award plan (the "2019 Plan"), under
which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2019 Plan
permits grants of equity awards to employees, directors, consultants and other independent contractors. The Company's shareholders
originally approved a total reserve of 13,333 shares of Common Stock for issuance under the 2019 Plan. At each of the Company's
annual meeting of stockholders held in 2020 and 2021, the Company's stockholders approved amendments to the 2019 Plan to increase
the number of shares of Common Stock available for issuance thereunder by an aggregate of 81,334 shares of Common Stock such that, after
such amendments, and prior to any grants, 94,667 shares of Common Stock were available for issuance.

 On
September 22, 2023, stockholders approved an amendment to the Company's 2019 Plan to increase the number of shares of Company common
stock authorized to be issued pursuant to the 2019 Plan by 80,000 shares from an aggregate of 94,667 shares to an aggregate of 174,667
shares.

the years ended December 31, 2023 and 2022, the Company issued stock options to purchase 16,000 and 78,967 shares of Common Stock at
a weighted average exercise price of $ 9.98 and $ 25.25 per share respectively, to certain members of the Board of Directors, employees
and consultants. The stock options allow the holders to purchase shares of Common Stock at prices between $ 8.50 and $ 187.50 per share.
Options for the purchase of 33,553 and 48,254 shares of common stock expired as of December 31, 2023 and 2022, respectively. The following
table summarizes all stock options as of December 31, 2023 and 2022 (shares in thousands):

 SCHEDULE OF STOCK OPTIONS

 2023

 2022

 Price
 (1)

 Term
 (2)

 Price
 (1)

 Term
 (2)

 Outstanding, at December 31,

 $
 72.25

 3.3

 $
 124.00

 3.3

 Granted

 9.89

 25.25

 Forfeited

 ( 34
)

 -

 ( 48
)

 -

 Exercised

 -

 -

 -

 -

 Outstanding, at December 31

 (3)

 62.45

 3.4

 (4)

 72.25

 3.3

 Exercisable, at December 31

 (4)

 68.67

 3.1

 (5)

 75.50

 3.4

 (1)

 the weighted average exercise price.

 (2)

 the weighted average remaining contractual term until the stock options expire.

 (3)

 As
 of December 31, 2023, and 2022 the aggregate intrinsic value of stock options outstanding was approximately $ 65,500.

 (4)

 As
 of December 31, 2023, and 2022 the aggregate intrinsic value of exercisable stock options was approximately $ 24,600.

 - 102 -

 For
the year ended December 31, 2023 and 2022, the valuation assumptions for stock options granted under the 2017 Plan and the 2019 Plan were
estimated on the date of grant using the BSM option-pricing model with the following weighted-average assumptions:

 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE

 2023

 2022

 Grant date closing price of Common Stock

 $
 9.89

 $
 25.25

 Expected term (years)

 3.5

 3.5

 Risk-free interest rate

 3.9
 %

 3.4
 %

 Volatility

 %

 %

 Dividend yield

 %

 %

 Based
on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the years ended
December 31, 2023 and 2022 was $ 9.89 and $ 25.25, respectively.

 For
the years ended December 31, 2023 and 2022, the Company recognized approximately $ 1.1
and $ 2.4
million, respectively, of share-based compensation expense relating to the vesting of stock options. Unrecognized expense relating
to these awards as of December 31, 2023 and 2022 was approximately $ 1.8
and $ 3.0
million, respectively, which will be recognized over the weighted average remaining term of 3.7
and 4.1
years, respectively.

 Warrants

 The
following table sets forth activity with respect to the Company's warrants to purchase Common Stock for the years ended December
31, 2023 and 2022 (shares in thousands):

 SCHEDULE OF WARRANT OUTSTANDING

 2023

 2022

 Price
 (1)

 Term
 (2)

 Price
 (1)

 Term
 (2)

 Outstanding, at December 31

 $
 137.50

 2.6

 $
 186.00

 3.1

 Grants of warrants:

 Consultants for services

 (3)

 Private placement

 3,265
 (4)

 -

 Exercised

 ( 624
) (5)

 -

 Forfeited

 ( 50
)

 -

 Outstanding, at December 31

 2,821

 (6)

 $
 13.15

 4.6

 (6)

 $
 137.50

 2.6

 Exercisable, at December 31

 2,760

 (7)

 $
 9.30

 3.5

 (7)

 $
 145.00

 2.5

 (1)

 the weighted average exercise price.

 (2)

 the weighted average remaining contractual term until the warrants expire.

 (3)

 In
 February 2023, the Company granted warrants to consultants in exchange for business development, product development and distribution.
 Warrants issued in February 2023 provide for the purchase of an aggregate of 84,000 shares of common stock at an exercise price of
 $ 22.75 and $ 15.25 per share with a fair value of approximately $ 1.3 million which will be recognized upon the achievement of performance
 metrics and milestones. In June 2023, the Company granted warrants to consultants in exchange for services. Warrants issued in June
 2023 provide for the purchase of an aggregate of 1,500 shares of common stock at an exercise price of $ 10.25 per share at a fair
 value of approximately $ 0.1 million which will be recognized upon the achievement of performance metrics and milestones. In August
 2023, the Company granted warrants to consultants in exchange for services. Warrants issued in August 2023 provide for the purchase
 of an aggregate of 900 shares of common stock at an exercise price of $ 8.50 per share at a fair value of approximately less than
 $ 0.1 million which will be recognized per the vesting schedule. For the years ended December 31, 2023 and 2022, the Company recognized
 expense of $ 0.7 million, respectively.

 - 103 -

 (4)

 In
 January 2023, the Company granted warrants in connection with a private placement consisting of pre-funded warrants to purchase up
 to an aggregate of 186,667 shares of common stock at an exercise price of $ 0.0001 per share, and warrants to purchase up to an aggregate
 of 266,667 shares of common stock at an exercise price of $ 30 per share with a fair value of approximately $ 14.5 million which was
 recognized as warrant liability at the time of issuance. In November 2023, the Company amended the warrants to modify the provisions
 that had required them to be previously classified as liabilities and enabled them to be classified as equity under the relevant
 accounting standards (see note 14). Additionally, in November 2023, the Company granted warrants in connection with a private placement
 consisting of pre-funded warrants to purchase up to an aggregate of 850,393 shares of common stock at an exercise price of $ 0.0001
 per share, and warrants to purchase up to an aggregate of 1,960,786 shares of common stock at an exercise price of $ 3.83 per share
 with a relative fair value of approximately $ 3.8 million which was recorded to additional paid-in capital at the time of issuance.

 (5)

 In
 March 2023, the Company issued an aggregate of 186,667 shares of common stock from the exercise of warrants previously issued in
 January 2023. In December 2023, the Company issued an aggregate of 437,393 shares of common stock from the exercise of warrants previously
 issued in November 2023.

 (6)

 As
 of December 31, 2023 and 2022, the aggregate intrinsic value of warrants outstanding was $ 19.2 million, and $ 0, respectively.

 (7)

 As
 of December 31, 2023 and 2022, the aggregate intrinsic value of warrants exercisable was $ 19.2 million, and $ 0 respectively.

 For
the years ended December 31, 2023 and 2022, the valuation assumptions for warrants issued were estimated on the measurement date using
the BSM option-pricing model with the following weighted-average assumptions:

 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE

 2023

 2022

 Measurement date
 closing price of Common Stock (1)

 $
 3.83

 $
 19.75

 Contractual term (years) (2)

 3.4

 5.0

 Risk-free interest rate

 4.7
 %

 3.6
 %

 Volatility

 %

 %

 Dividend yield

 %

 %

 (1)

 Weighted
 average grant price.

 (2)

 The
 valuation of warrants is based on the expected term.

 NOTE
10 - RELATED PARTY TRANSACTIONS

 For
the years ended December 31, 2023 and 2022, options for the purchase of 16,000 and 79,000, respectively, of common stock were granted
to the Company's directors, officers, employees and consultants.

 - 104 -

 NOTE
11 - INCOME TAXES

 For
the years ended December 31, 2023 and 2022, the domestic and foreign components of loss before income taxes consist of the following
(in thousands):

 SCHEDULE OF LOSS BEFORE INCOME TAX

 2023

 2022

 Domestic

 $
 ( 13,626
)

 $
 ( 23,945
)

 International

 Loss before income taxes

 $
)

 $
)

 For
the years ended December 31, 2023 and 2022,, the Company did not recognize any current or deferred income tax expense due to a valuation
allowance against all of its net deferred income tax assets.

 A
reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate of 21% to the pre-tax loss,
and the income tax benefit recognized in the consolidated financial statements is as follows for the years ended December 31, 2023 and
2022 (in thousands):

OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES

 2023

 2022

 Income tax (benefit) computed at
 federal statutory rate

 $
 ( 2,852
)

 $
 ( 5,007
)

 PPP loan forgiveness

 -

 ( 270
)

 Other permanent differences

 State tax expenses

 ( 365
)

 ( 510
)

 Prior year adjustment to state net operating
 loss carryforward

 ( 200
)

 ( 44
)

 Nontaxable gain on change in fair value of
 warrants, net of issuance costs

 ( 793
)

 -

 Non-qualified stock option cancellations

 Other

 -

 Change in valuation
 allowance

 3,690

 4,872

 Total income tax benefit

 $
 -

 $
 -

 As
of December 31, 2023 and 2022, the principal components of deferred tax assets and liabilities were as follows (in thousands):

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 17,354

 13,786

 Stock based compensation

 Lease liability

 Property, equipment and intangibles

 Other

 Total deferred tax assets before valuation
 allowance

 19,669

 16,033

 Valuation allowance

 ( 19,329
)

 ( 15,639
)

 Total deferred income
 tax assets after valuation allowance

 Deferred tax liabilities:

 ( 12
)

 -

 ROU asset

 ( 328
)

 ( 394

 Total deferred income
 tax liabilities

 ( 340
)

 ( 394
)

 Net deferred tax assets
 and liabilities

 $
 -

 $
 -

 - 105 -

 Management
assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing
deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such
objective evidence limits the ability to consider other subjective evidence such as our projections for future growth. On the basis of
this evaluation, as of December 31, 2023, a valuation allowance of $ 19.3 million has been recorded to record the deferred tax asset that
is more likely than not to be realized. For the years ended December 31, 2023 and 2022, the valuation allowance increased by $ 3.7 million
and $ 4.8 million, respectively.

 As
of December 31, 2023, the Company has federal net operating loss ("NOL") carryforwards of $ 72.4 million. The Company also
has various state NOL carry forwards. The determination of the state NOL carryforwards is dependent upon the apportionment percentages
and state laws that can change from year to year and impact the amount of such carryforwards. If federal NOL carryforwards are not utilized,
approximately $ 3.3 million will expire in 2036 and 2037. As of December 31, 2023, the remaining federal NOL carryforward of $ 69.1 million
has no expiration date.

 Federal
and state laws impose substantial restrictions on the utilization of NOL carryforwards if the Company experiences significant ownership
changes as defined in Section 382 of the Internal Revenue Code ("IRC"). Pursuant to IRC Section 382, annual use of the Company's
NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% among 5% or greater shareholders (or
shareholder groups) over any three-year period. The Company is not currently utilizing its federal and state NOL carryforwards and has
not completed a formal study to determine if any past ownership changes may have triggered limitations under IRC Section 382.. The Company's
ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change
in connection with future changes in the Company's stock ownership.

 Management
does not believe there are any significant uncertain tax positions as of and for the years ended December 31, 2023 and 2022. Accordingly,
 no interest and penalties related to uncertain tax positions have been recognized for the years ended December 31, 2023 and 2022.

 The
Company files income tax returns in the United States federal and various state jurisdictions. The Company is no longer subject to income
tax examinations for federal income taxes before 2020 or for states before 2019. Net operating loss carryforwards are subject to examination
in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject
to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOL's generated
as such NOL's are utilized. As of December 31, 2023, the Company has filed all appropriate foreign operation tax returns.

 NOTE
12 - COMMITMENTS AND CONTINGENCIES

 COVID-19
Pandemic

 In
December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of
the virus resulted in a world-wide pandemic. By March 2020, the U.S. economy had been largely shut down by mass quarantines and government
mandated stay-in-place orders (the "Orders") to halt the spread of the virus, now widely acknowledged to have been generally
ineffective, and in many ways, harmful. As a result, nearly all of these Orders have been relaxed or lifted, but there is considerable
uncertainty about whether the Orders will be reinstated should a new COVID-19 variant or entirely new virus emerge.

 Our
business was materially impacted by COVID-19 in 2020 and to some extent thereafter and through the early part of 2023 due to the actions
of governmental bodies that mandated quarantines and lockdowns that resulted in many of our VIPs and potential VIPs having to close their
offices. The impact of COVID-19 on our business diminished somewhat as 2023 has progressed. However, it appears that the latest COVID-19
subvariants evoke generally milder symptoms and do not pose the same health or economic threat as previous strains. However, the residual
effects of the pandemic on dental workforce availability as well as patient precautionary measures continued to negatively impact our
VIP dental practices and our revenue across the U.S. and Canada during 2022 and into 2023. We believe new enrollments during 2023 continue
to be negatively impacted by the ongoing overall workforce uncertainties in the dental market. In addition, new variants of COVID-19
continue to arise, and such variants may in the future cause an adverse effect on the dental market. As such, the long-term financial
impact on our business of COVID-19 as well as these other matters cannot reasonably be fully estimated at this time.

 - 106 -

 Inflation, the War in Ukraine and Middle East
Hostilities

 The
Company believes that as the U.S. experiences a period of inflation, which has increased (and may continue to increase), the Company
and its suppliers' costs as well as the end cost of the Company's products to consumers may also increase. The worldwide
supply chain constraints and economic and capital markets uncertainty arising out of Russia's invasion of Ukraine in February
2022 and Hamas attacks on Israel in October of 2023 and Israel's response have emerged as new barriers to long-term economic
recovery. If an economic recession or depression commences and is sustained, it could have a material adverse effect on our business
as demand for our products could decrease. To date, the Company has been able to manage inflation risk without a material adverse
impact on its business or results of operations, and inflation has begun to abate somewhat during 2023. However, inflationary
pressures (including increases in the price of raw material components of the Company's appliances) made it necessary for the
Company to adjust its standard pricing for its appliance products effective May 1, 2022. The full impact of such price adjustments
on sales or demand for the Company's products is not fully known at this time and may require the Company to adjust other
aspects of its business as it seeks to grow revenue and, ultimately, achieve profitability and positive cash flow from
operations.

 An
additional inflation-related risk is the Federal Reserve's response, which up to this point has been to raise interest rates. Such
actions have, in times past, created unintended consequences in terms of the impact on housing starts, overall manufacturing, capital
markets, and banking. If such disruptions become systemic, like in the recession of 2008, then the impact on the Company's revenue,
earnings potential and access to capital of both inflation and inflation-fighting responses would be impossible to know or calculate.

 These
conditions could cause an economic recession or depression to commence, and if such recession or depression is sustained, it could have
a material adverse effect on the Company's business as demand for its products could decrease. Such conditions have also had, and
may continue to have, an adverse effect on the capital markets, with public stock price decreases and volatility, which could make it
more difficult for the Company to raise needed capital at the appropriate time.

Leases

 The
Company has entered into various operating lease agreements for certain offices, medical facilities and training facilities. These leases
have original lease periods expiring between 2022 and 2029. Most leases include an option to renew and the exercise of a lease renewal
option typically occurs at the discretion of both parties. For purposes of calculating operating lease liabilities, lease terms are deemed
not to include options to extend the lease until it is reasonably certain that the Company will exercise that option.

 In
January 2017, the Company entered into a commercial lease agreement for 2,220 square feet of office in Johnstown, Colorado that was to
commence on March 1, 2018 and end February 28, 2025. As of January 1, 2022, the Company recorded an operating lease right of use asset
and lease liabilities of $ 0.3 million in the consolidated balance sheet representing the present value of minimum lease payments using
the Company's incremental borrowing rate of 6.0 %.

 In
May 2018, the Company entered into a commercial lease agreement for 3,643 square feet of office in Highlands Ranch, Colorado that was
to commence on November 1, 2018 and end on January 1, 2029. As of January 1, 2022, the Company recorded an operating lease right of use
asset and lease liabilities of $ 0.8 million in the consolidated balance sheet representing the present value of minimum lease payments
using the Company's incremental borrowing rate of 7.3 %.

 In
October 2020, the Company entered into a commercial lease agreement for 4,800 square feet of office in Orem, Utah that was to commence
on January 1, 2021 and end on December 1, 2025. As of January 1, 2022, the Company recorded an operating lease right of use asset and
lease liabilities of $ 0.6 million in the consolidated balance sheet representing the present value of minimum lease payments using the
Company's incremental borrowing rate of 6.6 %.

 - 107 -

 In
April 2019, the Company entered into a commercial lease agreement for 3,231 square feet of office in Highlands Ranch, Colorado that was
to commence on May 1, 2019 and end on May 31, 2022. As of January 1, 2022, the Company recorded an operating lease right of use asset
and lease liabilities of less than $ 0.1 million in the consolidated balance sheet representing the present value of minimum lease payments
using the Company's incremental borrowing rate of 6.7 %.

 In
April 2019, the Company entered into a commercial lease agreement for 14,732 square feet of office space for its former corporate headquarters
in Denver, Colorado that was to commence on September 23, 2020 and end on March 22, 2028. As of January 1, 2022, the Company recorded
an operating lease right of use asset and lease liabilities of less than $ 1.4 million in the consolidated balance sheet representing
the present value of minimum lease payments using the Company's incremental borrowing rate of 7.1 %.

 In
April 2022, the Company entered into a commercial lease agreement for 8,253 square feet of office space for its corporate headquarters
in Littleton, Colorado that commenced May 16, 2022 and ends on November 15, 2027. As of May 16, 2022, the Company recorded an operating
lease right of use asset and lease liabilities of less than $ 1.5 million in the consolidated balance sheet representing the present value
of minimum lease payments using the Company's incremental borrowing rate of 10.6 %.

 As
of December 31, 2023 and 2022, the components of lease expense are as follows (in thousands):

 SCHEDULE OF LEASE EXPENSE

 Lease cost:

 2023

 2022

 Operating lease cost

 $

 $

 Total net lease cost

 $

 $

 Rent
expense is recognized on a straight-line basis over the lease term. Lease expense, including real estate taxes and related costs for
the years ended December 31, 2023 and 2022 aggregated approximately $ 0.5 million, respectively. This is included under general and administrative
expense.

 As
of December 31, 2023 and 2022, the remaining lease terms and discount rate used are as follows (in thousands):

OF REMAINING LEASE TERMS AND DISCOUNT RATE

 2023

 2023

 Weighted-average remaining lease
 term (years)

 3.7

 4.6

 Weighted-average discount rate

 8.3
 %

 8.3
 %

 Supplemental
cash flow information related to leases as of December 31, 2023 and 2022 is as follows (in thousands):

 SCHEDULE OF
RELATED TO LEASES

 2023

 2022

 Cash flow classification
 of lease payments:

 Operating cash
 flows from operating leases

 - 108 -

 As
of December 31, 2023 and 2022, the maturities of the Company's future minimum lease payments were as follows (in thousands):

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

 As
 of December 31,

 2024

 2025

 2026

 2027

 2028

 Thereafter

 Total lease payments

 2,355

 Less: Imputed interest

 ( 360
)

 Total

 $
 1,995

 NOTE
13 - NET LOSS PER SHARE OF COMMON STOCK

 Basic
and diluted net loss per share of Common Stock ("EPS") is computed by dividing (i) net loss (the "Numerator"),
by (ii) the weighted average number of shares of Common Stock outstanding during the period (the "Denominator").

 The
calculation of diluted EPS is also required to include the dilutive effect, if any, of stock options, unvested restricted stock awards,
convertible debt and Preferred Stock, and other Common Stock equivalents computed using the treasury stock method, in order to compute
the weighted average number of shares outstanding. As of December 31, 2023 and 2022, all Common Stock equivalents were antidilutive.

 Presented
below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts):

OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING

 2023

 2022

 Calculation of Numerator:

 Net loss

 $
)

)

 Loss
 applicable to common stockholders

 $
)

 $
)

 Calculation of Denominator:

 Weighted average number
 of shares of Common Stock outstanding

 1,219,381

 Net
 loss per share of Common Stock (basic and diluted)

 $
 ( 11.14
)

 $
 ( 25.90
)

 As
of December 31, 2023 and 2022, the following potential Common Stock equivalents were excluded from the computation of diluted net loss
per share of Common Stock since the impact of inclusion was antidilutive (in thousands):

 SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE

 2023

 2022

 Common stock warrants

 2,822

 Common stock options

 Total

 2,949

 NOTE
14 - FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS

 Fair
Value Measurements

 Fair
value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction
between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous
market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company
applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization
within the hierarchy upon the lowest level of input that is available and significant to the measurement of fair value:

 - 109 -

 Level
1-Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date

 Level
2-Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through
market collaboration, for substantially the full term of the asset or liability

 Level
3-Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby
allowing for situations in which there is little, if any market activity for the asset or liability at measurement date

 As
of December 31, 2023 and 2022, the fair value of the Company's cash and cash equivalents, accounts receivable, accounts payable,
and other accrued liabilities approximated their carrying values due to the short-term nature of these instruments.

 As
discussed in Note 8, on January 9, 2023, the Company closed on the Private Placement for the sale by the Company of shares of the Company's
common stock and the issuance of pre-funded warrant to purchase up to an aggregate of 186,667 shares of common stock at an exercise price
of $ 0.0001 per share, and the issuance of warrant to purchase up to an aggregate of 266,667 shares of common stock at an exercise price
of $ 30 per share. The warrants are initially exercisable commencing January 9, 2023 through their expiration date of July 9, 2028. In
addition, as part of the November 2023 Private Placement, we agreed to amend the existing outstanding common stock purchase warrant held
by the purchaser and issued in January 2023 to purchase up to an aggregate of 266,667 shares of Common Stock at an exercise price of
$ 30.00 per share with an expiration date of July 5, 2028. Such amendment, which became effective upon the closing of the November 2023
Private Placement, reduced the exercise price of the January warrant to $ 3.83 per share and extended the expiration date of such warrant
to November 2, 2028. The amendment also restated in its entirety the definition of "Black Scholes Value" contained in the
January warrant which resulted in the classification of the warrant from liability to equity. The liability associated with those warrants
was initially recorded at fair value in the Company's consolidated balance sheet upon issuance, and subsequently re-measured as
of March 31, 2023, June 30, 2023, September 30, 2023, and November 2, 2023 when the November 2023 Private Placement closed. The changes
in the fair value between issuance, the March 31, 2023 measurement date, the June 30, 2023 measurement date, the September 30, 2023,
and the November 2, 2023 measurement date are recorded as a component of other income (expense), in the consolidated statement of operations.

 Recurring
Fair Value Measurements

 For
the years ended December 31, 2023 and 2022, the Company did not have any assets and liabilities classified as Level 1, Level 2 or Level
3. The Company has concluded that the warrants issued in connection with the private placement, met the definition of a liability under
 ASC 480, Distinguishing Liabilities from Equity and has classified the liability as Level 3.

 The
following table represent a reconciliation of the Company's liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the year ended December 31, 2023:

 SCHEDULE OF FAIR VALUE LIABILITIES ON RECURRING BASIS

 Warrant
 Liability

 (In
 thousands)

 Beginning balance, January 1

 $
 -

 Issuance of warrants

 14,453

 Exercise of warrants

 ( 2,847
)

 Change in fair value upon re-measurement

 ( 10,875
)

 Reclassification of
 warrant liabilities to additional paid-in-capital

 ( 731
)

 Ending balance, December

 $
 -

 - 110 -

 The
Company has re-measured the liability to estimate fair value at November 2, 2023 as a result of the amendment described above, using
the Black-Scholes option pricing model with the following assumptions:

 SCHEDULE OF FAIR VALUE PRICING MODEL

 January
 9, 2023

 March
 31, 2023

 June
 30, 2023

 September
 30, 2023

 November
 2, 2023

 Measurement date
 closing price of Common Stock (1)

 $
 36.00

 $
 8.50

 $
 12.75

 $
 4.75

 $
 3.62

 Contractual term (years) (2)

 5.5

 5.3

 5.0

 4.8

 5.0

 Risk-free interest rate

 3.6
 %

 3.5
 %

 4.1
 %

 4.5
 %

 4.6
 %

 Volatility

 %

 %

 %

 %

 %

 Dividend yield

 %

 %

 %

 %

 %

 (1)

 Based
 on the trading value of common stock of Vivos Therapeutics, Inc. as of January 9, 2023 and each presented period ending date.

 (2)

 The
 valuation of warrants is based on the expected term.

 The
Company's policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events
or change in circumstances that caused the transfer. During the years ended December 31, 2023 and 2022, the Company had no transfers
of its assets or liabilities between levels of the fair value hierarchy.

 Significant
Concentrations

 Credit
Risk

 Financial
instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents on
deposit with financial institutions, the balances of which frequently exceed federally insured limits. Management monitors the soundness
of these financial institutions and believes the Company's risk is negligible. The Company has not experienced any losses in such
accounts. If any of the financial institutions with whom the Company does business was to be placed into receivership, the Company may
be unable to access the cash they have on deposit with such institutions. If the Company were unable to access cash and cash equivalents
as needed, the financial position and ability to operate the business could be adversely affected. As of December 31, 2023, the Company
had cash and cash equivalents with three financial institutions in the United States with an aggregate balance of $ 1.6 million.

 - 111 -

 Generally,
credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company's customer
base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers
and generally does not require collateral on accounts receivable. No single customer represented more than 10% of our accounts receivable
as of December 31, 2023. The Company maintains reserves for potential bad debts.

 Supplier
Concentration

 As
previously disclosed, the Company relies on third-party suppliers and contract manufacturers for the raw materials and components used
in our appliances and to manufacture and assemble our products. As of December 31, 2023, the Company had five suppliers that accounted
for approximately 80 % of the Company's total purchases during the year. The Company expects to maintain existing relationships
with these vendors.

 NOTE
15 – SUBSEQUENT EVENTS

 On
October 30, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor (the "Holder")
pursuant to which the Company sold an aggregate of approximately $ 4.0 million of securities of the Company in a private placement, such
securities consisting of shares of the Company's common stock, par value $ 0.0001 (or, in lieu of a Share, a pre-funded warrant
to purchase one share of Common Stock), (ii) a Series A Warrant to purchase up to 980,393 shares of Common Stock and (iii) a Series B
Warrant to purchase up to 980,393 shares of Common Stock with an exercise price of $ 3.83 per share. The private placement closed on November
2, 2023. As of January 31, 2024, all of the pre-funded warrants granted as part of the private placement were exercised.

 On
February 14, 2024, the Company entered into a warrant inducement letter agreement (the "Inducement Agreement") with the Holder
pursuant to which the Holder agreed to exercise for cash the entirety of the Series B Warrant at an exercise price of $ 4.02
 per share (with such exercise price being established
for purposes of compliance with the listing rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately
$ 4.0
 million. The resale of the shares of Common Stock
underlying the Series B Warrant has been registered pursuant to a Registration Statement on Form S-1 (File No. 333-275726), which became
effective with the Securities and Exchange Commission ("SEC") on December 1, 2023.

to the Inducement Agreement, in consideration for the immediate exercise of the Series B Warrant in full, the Company agreed to issue
to the Holder, in a new private placement transaction (the "Inducement Transaction"): (i) a 5-year, Series B-1 Common Stock
Purchase Warrant to purchase 735,296 shares of Common Stock at an exercise price of $ 5.05 per share, and (ii) an 18-month, Series B-2
Common Stock Purchase Warrant to purchase 735,296 shares of Common Stock at an exercise price of $ 5.05 per share (collectively, the "Inducement
Warrants" and such aggregate 1,470,592 shares of Common Stock underlying the Inducement Warrants, the "Inducement Warrant
Shares"). The Inducement Warrants are identical to each other, other than their dates of expiration, and are substantially identical
to the Series B Warrant.

 The
Inducement Transaction closed on February 20, 2024. The Company intends to use the net proceeds received for general working capital
and general corporate purposes.

 The
terms of the Inducement Agreement require the Company to file a registration statement registering the Inducement Warrant Shares for
resale ("Resale Registration Statement") no later than April 5, 2024 and to use commercially reasonable best efforts to cause
the Resale Registration Statement to be effective within 60 calendar days following the filing.

 The
Company further agreed that until forty-five (45) days after the closing date of the Inducement Transaction, it will not (other than
in connection with limited enumerated exceptions) issue, enter into any agreement to issue or announce the issuance or proposed issuance
of any shares of Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement (other than
the Resale Registration Statement). The Company is further prohibited from entering into any "variable rate transaction"
for a period of six months from the effective date of the Resale Registration Statement.

 The
Inducement Warrants contain (i) customary stock-based anti-dilution protection, (ii) a cashless
exercise provision in the event the Inducement Warrant Shares are not registered for resale at the time of exercise, (iii) beneficial
ownership limitations that may be waived at the option of the Holder upon 61 days' notice to the Company, (iv) a put right granting
the Holder the right to require the Company or its successor to redeem the Inducement Warrants in cash for their Black-Scholes value
in the event of a Fundamental Transaction (as defined in the Inducement Warrants) and (v) other customary provisions for warrants of
this type.

 - 112 -

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation of Disclosure
Controls and Procedures

 Our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods,
and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely discussions regarding required disclosure. We, under the supervisions of and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure
controls and procedures were not effective because of material weakness in our internal control over financial reporting as of December
31, 2023. The material weakness is further described below.

 Material Weakness in Internal Control Over Financial
Reporting

 In connection with the audit
of our consolidated financial statements for the year ended December 31, 2022 and 2021, we and our independent registered public accounting
firm identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 For the year ended December 31,
2021, the material weakness comprised of several deficiencies noted below related to the operating effectiveness of our review controls
in that we did not put the appropriate resources in place to be able to identify technical accounting issues and perform review functions
appropriately. Material errors were also identified in our analysis and review of our VIP contracts for applicable factors to meet the
definition of a contract under ASC 606 Contracts with Customers, step 1, and our evaluation of our note receivable with respect
to our former Orem dental clinic for impairment in accordance with ASC 310 Receivables.

 Furthermore, in 2022 we did not
put the appropriate resources in place to be able to identify technical accounting issues and perform review functions appropriately related
to revenue recognition. Material errors were identified in our ability to determine that its existing revenue recognition policy was consistent
with the guidance in ASC 606. After analyzing contracts using the five-step process in ASC 606, we have determined that for both VIP enrollment
contracts and Orofacial Myofunctional Therapy (MyoCorrect), modifications to our revenue recognition policies were required in order to
identify the performance obligations and recognize the revenue as the performance obligations are satisfied or over the customer life
as applicable.

 Additionally, for 2022, we did not put the appropriate resources in place
to be able to identify technical accounting issues and perform review functions appropriately. Consequently, we did not effectively design,
implement, and operate process-level control activities related to order-to-cash (including revenue, trade receivables, allowance for
doubtful accounts, deferred revenue, and bad debt expense), procure-to-pay (including prepaid expenses), hire-to-pay (including compensation
expense), and leases. These control deficiencies resulted in immaterial misstatements, some of which were corrected, in the consolidated
financial statements as of and for the year ended December 31, 2022.

 - 113 -

 These
control deficiencies during 2022, when aggregated, created a reasonable possibility that a material misstatement to the consolidated
financial statements will not be prevented or detected on a timely basis. Nonetheless, we concluded that the material weakness in 2022
did not require a restatement of or change in our consolidated financial statements for any prior interim period. We also developed a
remediation plan for this material weakness which we began to implement in 2023 as described below.

 For the year ended December 31, 2023, and as described further below, we began to implement a remediation plan to
address the material weakness derived from the deficiencies and errors noted above. While we believe that at December 31, 2023, we had
taken great strides to complete the full remediation of all of our internal control deficiencies and associated material weakness by undertaking
the plan noted below, we believe that additional review and testing is required in the coming periods during 2024 before we can affirmatively
declare that the material weakness has been fully remediated.

 Remediation of Material Weakness

 We are committed to
maintaining a strong internal control environment and implementing measures designed to help ensure that significant deficiencies
contributing to the material weakness are remediated as soon as possible. We believe we have made progress towards remediation and
continue to implement our remediation plan for the previously reported material weakness in internal control over financial
reporting. Our remediation plan, which we implemented in 2023, included: (i) increasing dedicated personnel and the use of
third-party consultants with technical account expertise, (ii) improving our internal reporting processes, (iii) designing and
implementing new controls, and (iv) enhancing our supporting technology. In particular, we believe we have significantly improved
our revenue recognition procedures, our technical accounting capabilities, including with respect to accounting for our outstanding
warrants, and process-level control activities.

 In 2023 we began to implement a remediation plan to address the material
weakness derived from the deficiencies and errors noted above. As of December 31, 2023, we had taken great strides to complete the full
remediation of all of our internal control deficiencies and associated material weakness by undertaking the plan noted above, we believe
that additional review and testing is required in the coming periods during 2024 before we can affirmatively declare that the material
weakness has been fully remediate.

 We will consider the material
weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing,
that the controls are operating effectively. We expect to engage in this testing during 2024. However, we cannot provide assurance that
these or other measures will fully remediate our material weaknesses in a timely manner. If our remediation of these material weaknesses
is not effective, it may cause our company to become subject to investigation or sanctions by the SEC. It may also adversely affect investor
confidence in our company and, as a result, the value of our common stock. There can be no assurance that all existing material weaknesses
have been identified, or that additional material weaknesses will not be identified in the future.

 Auditor's Attestation of Internal Control
over Financial Reporting

 This Annual Report on Form 10-K
does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial
reporting due to a transition period established by rules of the SEC for newly public companies.

 Changes in Internal Control over Financial Reporting

 Except as described above, we
made no other changes in internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
Applicable.

 - 114 -

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 The
following table and text set forth the names and ages of our directors and executive officers as of March 26, 2024. The Board is comprised
of only one class of directors. Also provided herein are brief descriptions of the business experience of each director and executive
officer during the past five years (based on information supplied by them) and an indication of directorships held by each director in
other public companies subject to the reporting requirements under the Federal securities laws. During the past ten years, none of our
directors or executive officers has been involved in any legal proceedings that are material to an evaluation of the ability or integrity
of such person:

 Name

 Age

 Position
 and Offices With the Company

 R.
 Kirk Huntsman

 Co-founder,
 Chairman of the Board, and Chief Executive Officer

 Amman

 Chief
 Financial Officer

 Ralph
 E. Green

 Anja
 Krammer

 Mark
 F. Lindsay

 Leonard
 J. Sokolow

 Matthew
 Thompson

 The
biographical information concerning the directors and executive officers listed above is set forth below.

Officers

 R.
Kirk Huntsman is a co-founder of our company and has served as our Chief Executive Officer and a director since September 2016.
In June 2020, he was elected Chairman of the Board by our board of directors. In 1995, he founded Dental One (now Dental One Partners),
which, as President and Chief Executive Officer he grew to become one of the leading DSOs (dental service organizations) in the country,
with over 165 practices in 15 states. After a successful sale of Dental One to MSD Capital in 2008 and subsequent merger in 2009 with
Dental Care Partners, Mr. Huntsman was appointed in 2010 as Chief Executive Officer of ReachOut Healthcare America, a Morgan Stanley
Private Equity portfolio company. In 2012, he founded Xenith Practices, LLC, a DSO focused on rolling up larger independent general dental
offices, which were sold in 2015. From January 2014 to September 2015, Mr. Huntsman founded and served as the Chief Executive Officer
of Ortho Ventures, LLC, a U.S. distributor of certain pediatric oral appliances with applications for pediatric sleep disordered breathing.
Since November 2015, he has served as the Chief Executive Officer of First Vivos, Inc., which is now our wholly owned subsidiary. He
was also a founding member of the Dental Group Practice Association (DGPA), now known as the Association of Dental Support Organizations
(ADSO). He is the father of Todd Huntsman, Sr. Vice President, Product and Technology. He holds a BS degree in finance from Brigham Young
University.

Amman has served as our Chief Financial Officer since October 2018. From January 2017 to October 2018, Mr. Amman served as the
Chief Financial Officer and Chief Operations Officer of InLight Medical, a manufacturer and distributor of medical devices cleared by
the FDA for increased circulation and reduced pain. Prior to InLight, from 2010 to 2017, he served as CereScan Corp.'s Chief Financial
Officer. CereScan specializes in state-of-the-art functional brain imaging, utilizing a patented process, the latest generation functional
imaging SPECT and PET cameras and the industry's leading brain imaging software to assist in the diagnosis of a magnitude of brain-related
conditions and disorders. Mr. Amman served as Chief Financial Officer of LifeVantage Corporation from 2006 to 2010, including during
its initial public offering. Mr. Amman holds a Master of Business Administration from the University of Notre Dame and a BS in Accounting
from the University of Denver.

 Directors

 Ralph
E. Green, DDS, MBA joined our board of directors in June 2020. He has devoted more than 35 years to senior level executive positions.
Since 2003, Dr. Green has served as President and CEO of his proprietary dental practice. From 2003 to 2017 he served as Vice President
of Clinical Affairs for ReachOut Healthcare America, a Morgan Stanley Private Equity company focused on Arizona's underserved children's
population. From1997 through 2002, Dr. Green was President of Zila Pharmaceuticals Inc. where he was engaged in clinical trials, patent
development and regulatory approval submissions. Dr. Green has done extensive research on bone growth and oral cancer. In the mid-1980's,
Bofors Nobel-Pharma selected Dr. Green to establish the Swedish Branemark Dental Implant in America, now known as Nobel Biocare, the
global leader in dental implants with several billions in sales. In 1987, Dr. Green discovered and patented a method of activating the
titanium implant surface to enhance its success rate. He started his own titanium implant company, OTC America, which was acquired after
18 months by Collagen Corporation, where he served as Senior Vice President. Following his tenure at Collagen, he started his own consulting
firm, Biofusion Technology. He also served as Assistant Professor in the Tufts University School of Medicine and School of Dental Medicine
in the 1970's and 1980's. Dr. Green has served as President-elect and director of the Dental Manufacturers of America. He
was honored as a fellow in the Academy of International Dentistry in Nice, France, and has been honored to be inducted into the Marquis
WHO's Who in America, 2022-2023. Dr. Green holds a DDS from the University of Iowa, an MBA from Boston University and a BA in Biology
from Graceland University.

 - 115 -

 Anja
Krammer joined our board of directors in June 2020. In early 2020, Ms. Krammer was appointed as the Chief Executive Officer of
Turn Biotechnologies, a development stage company focused on reversing aging and age-related diseases. From 2013 through 2018, she co-founded,
served as President, Secretary and a director of BioPharmX, a specialty pharmaceutical company where she led the initial public offering
onto the New York Stock Exchange in 2015. Ms. Krammer served as Principal/Founder of MBI, Inc., a management consulting firm beginning
in January 1998. While at MBI, Inc., Ms. Krammer also served as Vice President Global Marketing from April 2006 to August 2008 for Reliant
Technologies, a venture-backed startup in aesthetic medicine. From April 2004 to April 2006, Ms. Krammer served as Sr. Director of Strategic
Marketing for Medtronic Corporation. From December 2000 to September 2001, Ms. Krammer was Vice President, Solutions Marketing for Getronics
Corporation, a global IT services company. From April 1999 to December 2000, Ms. Krammer served as Vice President, Indirect Channel Sales
and Worldwide Industry Partnership Marketing in the Itronix Division of Acterna Corporation, an optical communications company. Ms. Krammer's
other prior roles include serving as Director of Worldwide Marketing and Communications for Tektronix Corporation in its Color Printing
and Imaging Division from October 1997 to April 1999. From October 1995 to October 1997, Ms. Krammer was Director of Worldwide Sales
and Marketing with KeyTronic Corporation, a computer equipment manufacturer. Ms. Krammer holds a BAIS degree with a focus on Marketing/Management
from the University of South Carolina and an International Trade Certificate from the University of Paris—Sorbonne. Ms. Krammer
currently serves on the Board of Directors of Turn Biotechnologies and Pixium-Vision SA [EPA: ALPIX].

 Mark
F. Lindsay joined our board of directors in June 2020. Since 2008, he has served as a consultant and the director of the healthcare
and pharmaceuticals practices group with the Livingston Group. From February 2001 through September 2008, Mr. Lindsay was with UnitedHealth
Group, one of the world's largest healthcare companies, where he held a number of senior positions including President of the AARP
Pharmacy Services Division and Vice President of Public Communications and Strategy. In 2008, he served on President Obama's transition
team. From May 1996 through January 2001, Mr. Lindsay served in President Clinton's White House as Assistant to the President for
the Office of Management and Administration. His areas of responsibility included the White House Military Office, which managed Air
Force One; The White House Communications Agency; the Medical Unit and Camp David; running the White House Operations; and the Executive
Office of the President's Office of Administration, which was responsible for finance, information systems, human resources, legal/appropriations
and security. Mr. Lindsay's office was responsible for the logistics of all domestic and international Presidential travel and
special air missions. President Clinton selected Mr. Lindsay to be the operational lead for the White House's 2001 transition preparation
and execution. From 1994 through 1997, Mr. Lindsay served as senior legislative aid and counsel to Congressman Louis Stokes (D-OH). He
worked closely with Democrats and the Congressional Black Caucus on a number of business and economic issues. He was also a member of
Senator Hillary Clinton's Minnesota Finance Committee for her 2008 Presidential campaign. Mr. Lindsay holds a graduate degree from
Macalester College in St. Paul, Minnesota; a Juris Doctorate from Case Western Reserve University School of Law; a master's degree
in international Affairs from Georgetown University; and a graduate degree from the Advanced Management program at the University of
Pennsylvania's Wharton Business School. He is a member of the District of Columbia Bar.

 Leonard
J. Sokolow joined our board of directors in June 2020. Since September 2023, Mr. Sokolow has served as co-Chief Executive Officer
of SKYX Platforms Corp. (Nasdaq: SKYX). He had served as in independent director and board committee member of SKYX Platforms since 2015
and continues to serve as a board member of that company. From 2015 to August 2023, Mr. Sokolow served as Chief Executive Officer and
President of Newbridge Financial, Inc., a financial services holding company. From 2015 to July 2022 Mr. Sokolow served as Chairman of
Newbridge Securities Corporation, Newbridge Financial, Inc.'s full service broker-dealer. From August 2022 to August 2023 Mr. Sokolow
served as CEO of Newbridge Securities Corporation and Newbridge Financial Services Group, Inc., Newbridge Financial, Inc.'s, full
service registered investment adviser. From 2008 through 2012, he served as President and Vice Chairman of National Holdings Corporation,
a publicly traded financial services company. From November 1999 until January 2008, Mr. Sokolow was Chief Executive Officer and President,
and a member of the Board of Directors, of vFinance Inc., a publicly traded financial services company, which he cofounded. Mr. Sokolow
was the Chairman of the Board of Directors and Chief Executive Officer of vFinance Inc. from January 2007 until July 2008, when it merged
into National Holdings Corporation. From 1994 to 1998, Mr. Sokolow was founder, Chairman and Chief Executive Officer of the Americas
Growth Fund Inc., a closed-end registered investment company. From 1988 until 1993, Mr. Sokolow was an Executive Vice President and the
General Counsel of Applica Inc., a publicly traded appliance marketing and distribution company. From 1982 until 1988, Mr. Sokolow practiced
corporate, securities and tax law and was one of the founding attorneys and a partner of an international boutique law firm. From 1980
until 1982, he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick. Since June 2006, Mr. Sokolow has
served on the Board of Directors of Consolidated Water Company Ltd. (Nasdaq: CWCO) and as Chairman of its Audit Committee; as well as
a member of its Nominations and Corporate Governance Committee since 2011. Since December 2021, Mr. Sokolow has served as a member of
the Board of Directors of Agrify Corporation (Nasdaq: AGFY), where he currently serves as a member of the Audit Committee and the Compensation
Committee. Mr. Sokolow received his B.A. and J.D. degrees from the University of Florida and a Masters of Law in Taxation from New York
University Law School and remains a Certified Public Accountant. Our Audit Committee has determined that Mr. Sokolow meets the statutory
requirements to serve as an "audit committee financial expert" for Nasdaq purposes.

 - 116 -

 Matthew
Thompson, M.D. joined our board of directors in June 2020. Dr. Thompson is President and CEO of Endologix LLC. Dr. Thompson previously
served as Chief Medical Officer of Endologix LLC. Dr. Thompson is an Adjunctive Professor at Stanford School of Medicine (since 2017)
and was contract surgeon and Visiting Professor at Cleveland Clinic Lerner College of Medicine of Case Western Reserve University between
2020 and 2022. Prior to joining Endologix, Dr. Thompson served as Professor of Vascular Surgery at St. George's University of London
and St George's Vascular Institute (2002-2016). Dr. Thompson's awards include a Hunterian Professorship, the Moynihan traveling
fellowship and the gold medal for the intercollegiate examination. Dr. Thompson is also the editor of the Oxford Textbook of Vascular
Surgery and the Oxford Handbook of Vascular Surgery. Dr. Thompson was Chair of the National Specialized Commissioning Clinical Reference
Group (2013-2016) for Vascular Services and is a founder of the British Society for Endovascular Therapy (2004). Dr. Thompson was a Council
Member of the Vascular Society (2014-2017), and Chairman of the Vascular Society Annual Scientific Meeting (2014-2017). Dr Thompson was
the clinical director for three London-wide service reconfigurations (cardiovascular disease, major trauma and emergency services) (2010-2013).
Dr. Thompson trained at Cambridge University (1981-1984), St. Bartholomew's Hospital (1984-1987), the University of Leicester (1994)
and Adelaide (1998).

 Except
as otherwise provided by law, each director shall hold office until either their successor is elected and qualified, or until he or she
sooner dies, resigns, is removed or becomes disqualified. Officers serve at the discretion of the Board.

 There
are no family relationships between any of our director nominees or executive officers and any other of our director nominees or executive
officers.

 Directors
and Executive Officers Qualifications

 Although
we have not formally established any specific minimum qualifications that must be met by each of our officers, we generally evaluate
the following qualities: educational background, diversity of professional experience, including whether the person is a current or was
a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international
organization, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best
interests of our stockholders.

 The
nominating and corporate governance committee of the Board of Directors prepare policies regarding director qualification requirements
and the process for identifying and evaluating director candidates for adoption by the Board of Directors. The above-mentioned attributes,
along with the leadership skills and other experiences of our officers and Board of Directors members described above, provide us with
a diverse range of perspectives and judgment necessary to facilitate our goals of stockholder value appreciation through organic and
acquisition growth.

Qualifications

 R.
Kirk Huntsman – Our Board believes that Mr. Huntsman's qualifications to serve on our Board include his extensive experience
in the dental industry, focusing on dental support organizations by integrating cutting-edge technology and better management practices.

 - 117 -

 Ralph
E. Green, DDS, MBA – Our Board believes that Dr. Green's qualifications to serve on our Board include his extensive experience
and relationships in the dental industry, his expertise with clinical trials and executive-level experience with pharmaceutical and dental
implant firms.

 Anja
Krammer – Our Board believes that Ms. Krammer's qualifications to serve on our Board include her experience as a director
and chief executive officer, experience with startup enterprises, her successful leadership roles in securing capital markets funding,
and her experience in the pharmaceutical industry.

 Mark
F. Lindsay – Our Board believes that Mr. Lindsay's qualifications to serve on our Board include his director experience
and his experience in legal, governmental, regulatory and business development within the healthcare industry.

 Leonard
J. Sokolow – Our Board believes Mr. Sokolow's qualifications include his experience as a director and principal executive
officer, his legal, accounting, auditing and consulting background, and that he meets the statutory requirements to be identified as
an "audit committee financial expert."

 Matthew
Thompson, M.D. – Our Board believes that Dr. Thompson's qualifications to serve on our Board include his executive-level
experience with a publicly-traded medical technology firm and his extensive medical background.

Independence

 Under
Nasdaq standards, a director is not "independent" unless the Board affirmatively determines that he or she does not have
a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line tests
for independence set forth by the Nasdaq rules.

 Our
Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered
whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in
carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background,
employment and affiliations, including family relationships, our Board has affirmatively determined that Ms. Krammer, Mr. Lindsay, Dr.
Thompson, Dr. Green and Mr. Sokolow are "independent directors," and Mr. Huntsman is a "non-independent director,"
as defined by the applicable rules and regulations of the Nasdaq. In making these determinations, our Board considered the relationships
that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence,
including the director's beneficial ownership of our Common Stock and the relationships of our non-employee directors with certain
of our significant stockholders.

 Board
Leadership Structure and Board's Role in Risk Oversight

 R.
Kirk Huntsman is our Chairman of the Board as well as our Chief Executive Officer. The Chairman has authority, among other things, to
preside over Board meetings and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work
of our Board. We believe that the presence of five independent members of our Board ensures appropriate oversight by the Board of our
business and affairs. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending
on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly,
the Board may periodically review its leadership structure. In addition, the Board holds executive sessions in which only independent
directors are present.

 Our
Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal
source of risk falls into two categories: financial and product commercialization. Our Audit Committee oversees management of financial
risks; our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated
with each. The Board regularly reviews plans, results and potential risks related to our product offerings, growth, and strategies. Our
Compensation Committee oversees risk management as it relates to our compensation plans, policies and practices for all employees including
executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or
inappropriate risks which could have a material adverse effect on our company.

 - 118 -

 Board
of Directors Overview

 Our
Bylaws provide that the size of our Board is to be determined from time to time by resolution of the Board but shall consist of at least
three members. Our Board presently consists of six members. Our Board has determined five of our directors – Ms. Krammer, Mr. Lindsay,
Dr. Thompson, Dr. Green, and Mr. Sokolow – to be independent under the rules of the Nasdaq Stock Market, after taking into consideration,
among other things, those transactions described under "Certain Transactions". Mr. Huntsman serves as Chairman of the Board
and is Chief Executive Officer and is a "non-independent director," as defined by the applicable rules and regulations of
the Nasdaq Stock Market. The Board does not have a lead director; however, recognizing that the Board is composed almost entirely of
outside directors, in addition to the Board's strong committee system (as described more fully below), we believe this leadership
structure is appropriate for the Company and allows the Board to maintain effective oversight of management. At each annual meeting of
stockholders, members of our Board are elected to serve until the next annual meeting and until their successors are duly elected and
qualified.

 Committees
of the Board of Directors

 The
Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

 The
following table sets forth the current composition of the three standing committees of our Board:

 Name

 Board

 Audit

 Nominating
 and

 Governance

 Mr.
 Huntsman

 Chair

 Mr.
 Green

 X

 X

 X

 Ms.
 Krammer

 X

 X

 X

 Mr.
 Lindsay

 X

 Chair

 Mr.
 Sokolow (audit committee financial expert)

 X

 Chair

 X

 Mr.
 Thompson

 X

 X

 Chair

 Audit
Committee. The Audit Committee has three members that are independent directors, including Mr. Sokolow, Ms. Krammer and Dr. Green.
Mr. Sokolow serves as the chair of the Audit Committee and satisfies the definition of "audit committee financial expert".
Our Audit Committee has adopted a written charter, a copy of this charter is posted on the Corporate Governance section of our website,
at www.vivos.com (click "Investor Relations" and "Governance"). Our Audit Committee is authorized to:

 approve
 and retain the independent auditors to conduct the annual audit of our financial statements;

 the proposed scope and results of the audit;

 and pre-approve audit and non-audit fees and services;

 accounting and financial controls with the independent auditors and our financial and accounting staff;

 and approve transactions between us and our directors, officers and affiliates;

 recognize
 and prevent prohibited non-audit services;

 establish
 procedures for complaints received by us regarding accounting matters; and

 oversee
 internal audit functions, if any.

 - 119 -

 The
Board of Directors has determined that Mr. Sokolow is an "audit committee financial expert" as defined by the rules of the
SEC.

 Please
see the section entitled "Audit Committee Report" for further matters related to the Audit Committee.

Committee. The Compensation Committee has three members that are independent directors, including Mr. Lindsay, Dr. Thompson and
Dr. Green. Mr. Lindsay serves as the chair of the Compensation Committee. Our Compensation Committee has adopted a written charter, and
a copy of this charter is posted on the Corporate Governance section of our website, at www.vivos.com (click "Investor Relations"
and "Governance").

 Our
Compensation Committee is authorized to:

 and determine the compensation arrangements for management;

 establish
 and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance
 and to achieve our financial goals;

 and determine our stock incentive and purchase plans;

 oversee
 the evaluation of the Board of Directors and management;

 the independence of any compensation advisers; and

 delegate
 any of its responsibilities to one or more subcommittees as it sees fit.

 Nominating
and Corporate Governance Committee. The Nominating and Corporate Governance Committee has three members that are independent
directors, including Dr. Thompson, Ms. Krammer and Mr. Sokolow. Dr. Thompson serves as the chair of the Nominating and Corporate Governance
Committee. Our Nominating and Corporate Governance Committee has adopted a written charter, and a copy of this charter is posted on the
Corporate Governance section of our website, at www.vivos.com (click "Investor Relations" and "Governance").
The functions of our Governance Committee, among other things, include:

 identifying
 individuals qualified to become board members and recommending directors;

 nominating
 board members for committee membership;

 developing
 and recommending to our board corporate governance guidelines;

 reviewing
 and determining the compensation arrangements for directors;

 overseeing
 the evaluation of our board of directors and its committees and management; and

 overseeing
 our compliance with applicable medical, medical regulator, and healthcare laws and regulations.

 All
members of our Nominating and Corporate Governance Committee are independent under the listing standards of the Nasdaq Stock Market.

of Meetings

the fiscal year ended December 31, 2023, our Board of Directors met eight times, the audit committee met six times, the compensation
committee met four times and the nominating and corporate governance committee met one time. In the fiscal year ended December 31, 2023,
our directors attended 99% of the meetings of the Board and committees on which he or she served as a member.

 - 120 -

Sessions

sessions, which are meetings of the non-management members of the Board of Directors, are regularly scheduled throughout the year. In
addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent
directors. At each of these meetings and, in her absence, the independent directors in attendance determine which member will preside
at such session.

 Board
Member Attendance at Annual Stockholder Meetings

 Although
we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these
annual meetings. All of our directors attended our 2023 virtual annual meeting of stockholders held on September 22, 2023.

Committee Interlocks and Insider Participation

 None
of the members of our Compensation Committee at any time, has been one of our officers or employees, or, during the last fiscal year,
was a participant in a related-party transaction that is required to be disclosed. None of our executive officers currently serves, or
in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive
officers on our Board of Directors or Compensation Committee.

 Code
of Business Conduct and Ethics

 We
have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers
responsible for financial reporting. The code of business conduct and ethics is available at our website at www.vivos.com (click "Investor
Relations" and "Governance"). We expect that any amendments to the code, or any waivers of its requirement, will be
disclosed on our website.

 Insider Trading Policy

 In March 2023, our Board of Directors
adopted a revised Insider Trading Policy for our company principally to reflect changes to SEC Rule 10b5-1 which went into effect in February
2023. Among other customary provisions, our Insider Trading Policy provides for pre-clearance by our Chief Financial Officer of any purchases
or sales of our securities by officers, directors or employees of our company and specifies "trading windows" in which purchases
and sales of our securities by such persons are permitted (provided such persons are not then in possession of material non-public information
regarding or relating to our company).

 Compensation Recovery Policy

 On December 1, 2023, our Board
of Directors adopted a policy (commonly known as a "clawback" policy) which provides for the recovery of erroneously awarded
incentive compensation to certain of our officers in the event that we are required to prepare an accounting restatement due to material
noncompliance by us with any financial reporting requirements under the federal securities laws. This policy is designed to comply with
Section 10D of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of Nasdaq Stock Market or any
other securities exchange on which our shares are listed in the future. The policy is administered by our Board of Directors or, if so
designated by the Board of Directors, the Compensation Committee. Any determinations made by the Board shall be final and binding on all
affected individuals.

 The individuals covered by this
policy (the "Covered Executives") are any current or former employee who is or was identified as our president, principal
financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge
of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making
function, or any other person (including any executive officer of our subsidiaries or affiliates) who performs similar policy-making functions
for us.

 The policy covers our recoupment
of "Incentive Compensation" (as defined in the policy) received by a person after beginning service as a Covered Executive
and who served as a Covered Executive at any time during the performance period for that Incentive Compensation. In the event we are required
to prepare an accounting restatement, the policy requires us to recover, reasonably promptly, any excess incentive compensation (as determined
by our Board of Directors or Compensation Committee) received by any Covered Executive during the three completed fiscal years immediately
preceding the date on which we are required to prepare such accounting restatement.

 The foregoing description of our Compensation Recovery Policy does not
purport to be complete and is qualified in its entirety by the terms and conditions of such policy, a copy of which is filed as an exhibit
to this Report and is incorporated herein by reference.

 Communications
with the Board

 Any
stockholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors, or any
specified individual director, may do so by directing such correspondence to the attention of the Secretary, Vivos Therapeutics, Inc.,
7921 Southpark Plaza, Suite 210, Littleton, Colorado 80120. The Secretary will forward the communication to the appropriate director
or directors as appropriate.

 Board
Diversity Matrix

 Board
 Diversity Matrix as of January 31, 2024

 Total
 Number of Directors

 Female

 Male

 Non-Binary

 Did
 Not Disclose Gender

 Part
 I: Gender Identity

 Directors

 Part
 II: Demographic Background

 African
 American or Black

 Alaskan
 Native or Native American

 Asian

 Hispanic
 or Latinx

 Native
 Hawaiian or Pacific Islander

 White

 Two
 or More Races or Ethnicities

 LGBTQ+

 Did
 Not Disclose Demographic Background

 - 121 -

 Item
11. Executive Compensation.

 Summary
Compensation Table

 The
following summary compensation table provides information regarding the compensation paid during our fiscal years ended December 31,
2023 and 2022 to our Chief Executive Officer (principal executive officer), our Chief Medical Officer (who was terminated on March 1,
2022), and our Chief Financial Officer (principal accounting officer). We refer to these individuals as our "named executive officers",
or "NEOs".

 Name and Position

 Year

 Salary

 Bonus

 Stock Award

 Option Award

 Non-Equity Incentive

 Non-Qualified Deferred

 All Other Compensation

 Total

 (1)

 2023

 $
 463,393

 $
 -

 $
 -

 $
 -
 (4)

 $
 -
 (5)

 $
 175,543
 (6)

 $
 18,765
 (7)

 $
 657,701

 Chief Executive Officer

 2022

 384,853

 -

 $
 -

 483,802
 (4)

 50,647
 (5)

 $
 -
 (6)

 18,548
 (7)

 $
 937,850

 G. Dave Singh

 (2)

 2023

 $
 -

 $
 -

 $
 -

 $
 -
 (4)

 $
 -
 (5)

 $
 -
 (6)

 $
 -
 (7)

 $
 -

 Chief Medical Officer

 2022

 73,173

 $
 -

 $
 -

 -
 (4)

 -
 (5)

 $
 -
 (6)

 4,318
 (7)

 $
 77,491

 Bradford Amman

 (3)

 2023

 $
 313,575

 $
 -

 $
 -

 $
 -
 (4)

 $
 -
 (5)

 $
 64,513
 (6)

 $
 21,952
 (7)

 $
 400,040

 Chief Financial Officer

 2022

 256,532

 $
 -

 $
 -

 195,691
 (4)

 20,858
 (5)

 $
 -
 (6)

 19,838
 (7)

 $
 492,919

 (1)

 Mr.
 Huntsman has served as Chief Executive Officer of our company since September 2016. Since November 2015, Mr. Kirk Huntsman served
 as Chief Executive Officer of First Vivos, Inc., a wholly owned subsidiary of our company, which we acquired in August 2016.

 (2)

 Dr.
 Singh served as Chief Medical Officer from September 2016 until March 1, 2022 (when he was terminated for cause) and served as our
 President from September 2016 to June 2019. Since July 2008, Dr. Singh served as Chief Executive Officer of BioModeling Solutions,
 Inc., a wholly owned subsidiary of our company, which we acquired in August 2016.

 (3)

 Mr.
 Amman joined our company as Chief Financial Officer in October 2018.

 (4)

 Stock
 option award value was based upon a Black-Scholes valuation calculation at the date of the stock option grant. We provide information
 regarding the assumptions used to calculate the value of all stock option awards made to named executive officers in Note 9 to our
 audited financial statements for the fiscal year ended December 31, 2023 and 2022.

 (5)

 annual incentive compensation in accordance with terms of individual employment agreement.

 (6)

 deferred compensation for salary and bonuses in accordance with terms of individual employment agreement.

 (7)

 Company
 contributions towards health insurance premiums in 2023 and 2022.

Employment Agreements

 R.
Kirk Huntsman

 We
entered into an amended employment agreement on October 8, 2020 (the Huntsman Effective Date) with R. Kirk Huntsman. The term of the
employment agreement commenced on the Huntsman Effective Date and is subject to termination:

 (i)
for cause (as defined therein) by us or without cause by Mr. Huntsman, whereby Mr. Huntsman would be entitled to earned but unpaid compensation,
bonuses and benefits through the date of termination and his option shares through the date of termination for cause will be deemed vested;

 - 122 -

 (ii)
upon the death or disability of Mr. Huntsman, whereby Mr. Huntsman, upon disability, or Mr. Huntsman's estate, upon death of Mr.
Huntsman, will be entitled to receive all compensation and benefits through the date of death or disability as well as continue to receive
incentive compensation (as set forth in the agreement) through the end of our fiscal year, as well as salary payable in periodic installments
on regular paydays, at the rate then in effect for a period of six months (in addition to the incapacity period, as defined therein,
if terminated upon disability) following termination (the "Extended Period") and his option shares through the Extended Period
will be deemed vested; or

 (iii)
without cause by us or for "Good Reason" (as defined therein) by Mr. Huntsman, whereby Mr. Huntsman would be entitled to
receive all earned but unpaid compensation, bonuses and benefits through the date of termination as well as continue to receive incentive
compensation (as set forth in the agreement) as well as salary payable in periodic installments on regular paydays, at the rate then
in effect for a period of one year (if terminated without cause by us) or two years (if terminated upon Good Reason by Mr. Huntsman)
following termination and all of his option shares will be deemed vested.

to the terms of the employment agreement, in exchange for Mr. Huntsman's services as Chief Executive Officer, we agreed to:

 (i)
pay Mr. Huntsman an annual base salary of $389,595 during the term of the employment agreement less taxes payable in accordance with
employer's normal policies, subject to adjustment by our board of directors at its sole discretion;

 (ii)
make Mr. Huntsman eligible for incentive cash compensation under a management by objectives incentive plan at 65% of base salary that
shall be paid not less than frequently than annually when certain operational targets determined by the Compensation Committee are met;

 (iii)
make available to Mr. Huntsman employee benefits available to regular full-time executive management employees of our company, including
medical and dental insurance, pension and profit-sharing plans, 401(k) plans, incentive savings plans, group life insurance, salary continuation
plans, disability coverage and other fringe benefits;

 (iv)
make available to Mr. Huntsman other equity-based compensation awards under our equity incentive plans and otherwise, which equity awards
may be granted pursuant to the authority and sole discretion of our board of directors, together with the Compensation Committee;

 (v)
make available to Mr. Huntsman high-speed internet access, at our expense, including monthly service charges and maintenance, for use
on company business.

Amman

 We
entered into an amended employment agreement on October 8, 2020 (the Amman Effective Date) with Bradford Amman. The term of the employment
agreement commenced on the Amman Effective Date and is subject to termination:

 (i)
for cause (as defined therein) by us or without cause by Mr. Amman, whereby Mr. Amman would be entitled to earned but unpaid compensation,
bonuses and benefits through the date of termination and his option shares through the date of termination for cause will be deemed vested;

 (ii)
upon the death or disability of Mr. Amman, whereby Mr. Amman, upon disability, or Mr. Amman's estate, upon death of Mr. Amman,
will be entitled to receive all compensation and benefits through the date of death or disability as well as continue to receive incentive
compensation (as set forth in the agreement) through the end of our fiscal year, as well as salary payable in periodic installments on
regular paydays, at the rate then in effect for a period of six months (in addition to the incapacity period, as defined therein, if
terminated upon disability) following termination (the "Extended Period") and his option shares through the Extended Period
will be deemed vested; or

 (iii)
without cause by us or for "Good Reason" (as defined therein) by Mr. Amman, whereby Mr. Amman would be entitled to receive
all earned but unpaid compensation, bonuses and benefits through the date of termination as well as continue to receive incentive compensation
(as set forth in the agreement) as well as salary payable in periodic installments on regular paydays, at the rate then in effect for
a period of one year (if terminated without cause by us) or two years (if terminated upon Good Reason by Mr. Amman) following termination
and all of his option shares will be deemed vested.

 - 123 -

to the terms of the employment agreement, in exchange for Mr. Amman's services as Chief Financial Officer, we agreed to:

 (i)
pay Mr. Amman an annual base salary of $259,648 during the term of the employment agreement less taxes payable in accordance with employer's
normal policies, subject to adjustment by the board at its sole discretion;

 (ii)
make Mr. Amman eligible for incentive cash compensation under a management by objectives incentive plan at 35% of base salary that shall
be paid not less than frequently than annually when operational targets determined by the Compensation Committee are met;

 (iii)
make available to Mr. Amman employee benefits available to regular full-time executive management employees of our company including
medical and dental insurance, pension and profit-sharing plans, 401(k) plans, incentive savings plans, group life insurance, salary continuation
plans, disability coverage and other fringe benefits.;

 (iv)
make available to Mr. Amman other equity-based compensation awards under our equity incentive plans and otherwise, which equity awards
may be granted pursuant to the authority and sole discretion of the board, together with the Compensation Committee; and

 (v)
make available to Mr. Amman paid high-speed internet access, at our expense, including monthly service charges and maintenance, for use
on company business.

 Termination
of Dr. G. Dave Singh

 On
March 1, 2022, with the unanimous approval of our board of directors, we provided Dr. G. Dave Singh, our founder and Chief Medical Officer,
with notice of termination of his employment with us "for cause" pursuant to the terms Dr. Singh's amended and restated
employment agreement with us, dated October 9, 2020. As such, Dr. Singh is no longer affiliated with our company effective March 1, 2022.
As previously reported, in September 2021 Dr. Singh commenced a sabbatical from our company to serve as an Adjunct Professor at Stanford
University. Because Dr. Singh has been on sabbatical, we allocated his responsibilities to other personnel and advisors and do not anticipate
that his departure will significantly impact our operations.

 - 124 -

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each named executive
officer as of December 31, 2023.

 of Securities Underlying

 Option

 Option

 Grant

 Unexercised
Options

 Exercise

 Expiration

 Name

 Date

 Exercisable

 Unexercisable

 Price

 Date

 R.
 Kirk Huntsman:

 /16/21
 (2)

 3,000

 2,000

 $
 141.00

 6/16/26

 /25/22
 (2)

 2,000

 3,000

 $
 81.75

 2/25/27

 /23/22
 (1)

 13,333

 -

 $
 12.00

 12/23/27

 /23/22
 (2)

 2,400

 3,600

 $
 12.00

 12/23/27

 Total
 for Mr. Huntsman

 20,733

 8,600

 Amman:

 /8/18
 (2)

 3,333

 -

 $
 187.50

 11/8/23

 /12/21
 (2)

 2,400

 1,600

 $
 187.50

 3/12/26

 /31/21
 (2)

 1,200

 $
 131.50

 8/31/26

 /25/22
 (2)

 1,200

 $
 81.75

 2/25/27

 /23/22
 (2)

 3,200

 4,800

 $
 11.93

 12/23/27

 Total
 for Mr. Amman

 10,933

 8,400

 (1)

 Stock
 option grant is fully vested on the grant date.

 (2)

 Stock
 option grant vests 20% on the grant date and 20% on each successive anniversary through the following four years.

 D irector
Compensation Generally

 Prior
to our initial public offering in late 2020, our directors did not received compensation for their service except for option grants.
Following our initial public offering, we adopted a new director compensation program recommended by our nominating and corporate governance
committee pursuant to which we make equity-plan based awards to the directors and (i) each of our non-employee directors receive $48,000
cash compensation annually; (ii) chairs of our committees receive $10,000 cash compensation annually; and (iii) members of our committees
receive $5,000 cash compensation annually. No additional compensation will be provided for attending committee meetings. Our nominating
and corporate governance committee will continue to review and make recommendations to the Board regarding compensation of directors,
including equity-based plans. We reimburse our non-employee directors for reasonable travel expenses incurred in attending Board and
committee meetings.

Compensation Table

 The
following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31,
2023:

 Name

 Fees
 Earned or Paid In Cash

 Stock

 Awards
 $

 Option

 Awards
 $

 (6)

 Total

 Leonard J. Sokolow

 (1)

 $
 63,000

 $
 -

 $
 -

 $
 63,000

 Matthew Thompson, M.D.

 (2)

 $
 63,000

 $
 -

 $
 -

 $
 63,000

 Mark F. Lindsay

 (3)

 $

 $
 -

 $
 -

 $

 Anja Krammer

 (4)

 $

 $
 -

 $
 -

 $

 Ralph E. Green, DDS, MBA

 (5)

 $

 $
 -

 $
 -

 $

 (1)

 Mr.
 Sokolow commenced service as a member of the Board on June 19, 2020.

 (2)

 Mr.
 Thompson commenced service as a member of the Board on June 19, 2020.

 (3)

 Mr.
 Lindsay commenced service as a member of the Board on June 19, 2020.

 - 125 -

 (4)

 Ms.
 Krammer commenced service as a member of the Board on June 19, 2020.

 (5)

 Mr.
 Green commenced service as a member of the Board on June 19, 2020.

 (6)

 Stock
 option award value was based upon a Black-Scholes valuation calculation at the date of the stock option grant. We provide information
 regarding the assumptions used to calculate the value of all stock option awards made to named executive officers in Note 9 to our
 audited financial statements for the fiscal year ended December 31, 2023.

 Equity
Compensation Plan Information

 The
following table summarizes the outstanding number of awards granted under the 2017 Plan and the 2019 Plan as of December 31, 2023.

 Plan category:

 of Securities to be issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)

 Weighted
 Average Exercise Price of Outstanding Options (b)

 of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
 (c)

 Equity compensation plans approved by stockholders

 2017 Plan (1)

 53,333

 $
 —

 —

 2019 Plan (2)

 174,667

 $
 —

 100,750

 Total

 228,000

 $
 72.50

 100,750

 (1)

 The
 2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our board of directors
 and stockholders have approved a total reserve of 53,333 shares for issuance under the 2017 Plan.

 (2)

 The
 2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our board of directors
 and stockholders have approved a total reserve of 174,667 shares for issuance out of which 10,000 shares have been exercised under
 the 2019 Plan.

 - 126 -

 2017
Stock Option and Stock Issuance Plan

 The
2017 Stock Option and Stock Issuance Plan (or the "2017 Plan") is intended to promote the interests of our company by providing eligible
persons in our employment or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary
interest, in our company as an incentive for them to continue in such employment or service.

 Individuals
eligible to participate in the 2017 Plan are as follows:

 1.

 employees
 (3 eligible employees),

 2.

 non-employee
 members of the Board of Directors or the non-employee members of the Board of Directors of any parent or subsidiary (5 eligible non-employee
 directors), and

 3.

 consultants
 and other independent contractors who provide services to us (or any parent or subsidiary).

 Our
Board, as plan administrator, or a committee solely of two or more directors, has broad authority to administer the 2017 Plan, including
the authority to determine which eligible persons are to receive any grants of options or direct issuances of stock, the time or times
when such grants or issuances are to be made, the number of shares to be covered by each such grant or issuance, the time or times when
each option is to become exercisable, the vesting schedule (if any) applicable to the option shares or issued shares and the maximum
term for which the option is to remain outstanding or the consideration to paid by the participant for such shares, as applicable. The
Board of Directors has granted the power to administer the 2017 Plan to the Board's Compensation Committee.

 The
Common Stock issuable under the 2017 Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of
shares of Common Stock which may be issued over the term of the 2017 Plan shall not exceed 53,333 shares. The shares of Common Stock
underlying the 2017 Plan options have been registered on our registration statement on Form S-8 (File No. 333-257050).

 Awards
under the 2017 Plan may be in the form of incentive or non-statutory stock options or stock directly at the discretion of the Board of
Directors. Awards under the 2017 Plan generally will not be transferable other than by will or inheritance laws. The Board of Directors
has the discretion to grant options which are exercisable for unvested shares of Common Stock. Should the recipient cease service to
the Company while holding such unvested shares, the Company has the right to repurchase, at the exercise price paid per share, any or
all of those unvested shares.

 The
exercise price per share of any options granted under the 2017 Plan is fixed by the Board of Directors or its designated committee in
accordance with the following provisions: the exercise price per share shall not be less than 100% of the Fair Market Value (as defined
in the 2017 Plan) per share of common stock on the option grant date. If the person to whom the option is granted is a 10% stockholder,
then the exercise price per share shall not be less than 110% of the Fair Market Value per share of Common Stock on the option grant
date. The exercise price shall become immediately due and payable upon exercise of the option.

 The
purchase price per share of any common stock issued under the 2017 Plan shall be fixed by the Board of Directors or its designated committee
in accordance with the following provisions: the purchase price per share shall not be less than 100% of the Fair Market Value per share
of common stock on the issue date. However, the purchase price per share of common stock issued to a 10% Stockholder shall not be less
than 110% of such Fair Market Value.

 The
number and type of shares available under the 2017 Plan and any outstanding award, as well as the exercise or purchase price of any award,
as applicable are subject to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the Company's common stock as a class without the Company's receipt
of consideration.

 - 127 -

 Our
Board of Directors has the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the
Company's repurchase rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate
on an accelerated basis, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the recipient
of the shares should be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18
months) following the effective date of any merger or consolidation in which the Company undergoes a change of control of greater than
50% or the sale, transfer or other disposition of substantially all of the Company's assets in complete liquidation or dissolution
of the Company (each such transaction a "Corporate Transaction").

 The
shares subject to each option outstanding under the 2017 Plan at the time of a Corporate Transaction, along with all outstanding repurchase
rights, will automatically vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction,
becomes exercisable for all of the shares of common stock at the time subject to that option and may be exercised for any or all of those
shares as fully-vested shares of common stock unless such option is assumed by the successor corporation in the Corporate Transaction
and any repurchase rights of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation,
such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested
option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule
applicable to those unvested option shares or the acceleration of such option is subject to other limitations imposed by the Board of
Directors at the time of the option grant. Immediately following the consummation of the Corporate Transaction, all outstanding options
terminate and cease to be outstanding, except to the extent assumed by the successor corporation.

 Our
Board of Directors has complete and exclusive power and authority to amend or modify the 2017 Plan in any or all respects. However, no
such amendment or modification may adversely affect the rights and obligations with respect to options or unvested stock issuances at
the time outstanding under the 2017 Plan unless the recipient consents to such amendment or modification. In addition, certain amendments
may require stockholder approval pursuant to applicable laws and regulations.

 Amended
and Restated 2019 Stock Option and Stock Issuance Plan

 The
Amended and Restated 2019 Stock Option and Stock Issuance Plan (or the "2019 Plan") is intended to promote the interests of our company
by providing eligible persons in our employ or service with the opportunity to acquire a proprietary interest, or otherwise increase
their proprietary interest, in our company as an incentive for them to continue in such employ or service.

 Individuals
eligible to participate in the 2019 Plan are as follows:

 1.

 employees,

 2.

 non-employee
 members of the Board of Directors or the non-employee members of the Board of Directors of any parent or subsidiary (5 eligible non-employee
 directors), and

 3.

 consultants
 and other independent contractors who provide services to us (or any parent or subsidiary).

 Our
Board of Directors, as plan administrator, or a committee solely of two or more directors has broad authority to administer the 2019
Plan, including the authority to determine which eligible persons are to receive any grants of options or direct issuance issuances of
stock, the time or times when such grants or issuances are to be made, the number of shares to be covered by each such grant or issuance,
the time or times when each such option is to become exercisable, the vesting schedule (if any) applicable to the option shares or issued
shares and the maximum term for which the option is to remain outstanding or the consideration to paid by the participant for such shares,
as applicable. The Board of Directors has granted the power to administer the 2019 Plan to the Board's Compensation Committee.

 The
Common Stock issuable under the 2019 Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of
shares of Common Stock which may be issued over the term of the 2019 Plan shall not exceed 174,667 shares. The shares of Common Stock
underlying the 2019 Plan options have been registered on our registration statement on Form S-8 (File No. 333-257050).

 - 128 -

 Awards
under the 2019 Plan may be in the form of incentive or non-statutory stock options or stock directly at the discretion of the Board of
Directors. Awards under the 2019 Plan generally will not be transferable other than by will or inheritance laws. The Board of Directors
has the discretion to grant options which are exercisable for unvested shares of common stock. Should the recipient cease service to
the Company while holding such unvested shares, the Company has the right to repurchase, at the exercise price paid per share, any or
all of those unvested shares.

 The
exercise price per share shall of any options granted under the 2019 Plan be fixed by the Board of Directors or its designated committee
in accordance with the following provisions: the exercise price per share shall not be less than 100% of the Fair Market Value (as defined
in the 2019 Plan) per share of Common Stock on the option grant date. If the person to whom the option is granted is a 10% stockholder,
then the exercise price per share shall not be less than 110% of the Fair Market Value per share of Common Stock on the option grant
date. The exercise price shall become immediately due and payable upon exercise of the option.

 The
purchase price per share of any Common Stock issued under the 2019 Plan shall be fixed by the Board of Directors or its designated committee
in accordance with the following provisions: the purchase price per share shall not be less than 100% of the Fair Market Value per share
of Common Stock on the issue date. However, the purchase price per share of Common Stock issued to a 10% Stockholder shall not be less
than 110% of such Fair Market Value.

 The
number and type of shares available under the 2019 Plan and any outstanding award, as well as the exercise or purchase prices of any
award, as applicable are subject to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the Company's common stock as a class without the Company's receipt
of consideration.

 Our
Board of Directors has the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the
Company's repurchase rights with respect to those shares remain outstanding, to provide that those rights will automatically terminate
on an accelerated basis, and the shares of common stock subject to those terminated rights shall immediately vest, in the event the recipient
of the shares should be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18
months) following the effective date of any merger or consolidation in which the Company undergoes a change of control of greater than
50% or the sale, transfer or other disposition of substantially all of the Company's assets in complete liquidation or dissolution
of the Company (each such transaction a "Corporate Transaction").

 The
shares subject to each option outstanding under the 2019 Plan at the time of a Corporate Transaction, along with all outstanding repurchase
rights, will automatically vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction,
becomes exercisable for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock unless such option is assumed by the successor corporation in the Corporate Transaction
and any repurchase rights of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation,
such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested
option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule
applicable to those unvested option shares or the acceleration of such option is subject to other limitations imposed by the Board of
Directors at the time of the option grant. Immediately following the consummation of the Corporate Transaction, all outstanding options
terminate and cease to be outstanding, except to the extent assumed by the successor corporation.

 The
Board of Directors has complete and exclusive power and authority to amend or modify the 2019 Plan in any or all respects. However, no
such amendment or modification may adversely affect the rights and obligations with respect to options or unvested stock issuances at
the time outstanding under the 2019 Plan unless the recipient consents to such amendment or modification. In addition, certain amendments
may require stockholder approval pursuant to applicable laws and regulations.

 - 129 -

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information about the beneficial ownership of our Common Stock as of March 26, 2024, for:

 each
 person known to us to be the beneficial owner of more than 5% of our Common Stock;

 each
 named executive officer;

 each
 of our directors; and

 all
 of our named executive officers and directors as a group.

 Unless
otherwise noted below, the address for each beneficial owner listed on the table is in care of Vivos Therapeutics, Inc., 7921 Southpark
Plaza, Suite 210, Littleton, Colorado 80120. We have determined beneficial ownership in accordance with the rules of the SEC. We believe,
based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power
with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws. We have based our
calculation of the percentage of beneficial ownership on 2,731,270 shares of our Common Stock outstanding as of March 26, 2024.

 In
computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed
outstanding shares of Common Stock underlying convertible securities of our company held by that person that are currently exercisable
or convertible or exercisable or convertible within 60 days of March 26, 2024. We did not deem these shares outstanding, however, for
the purpose of computing the percentage ownership of any other person.

 Shares of Common Stock Owned

 Name of Director and Officer Beneficial Owners

 Percent

 (2)

 94,794

 3.47
 %

 Bradford Amman

 (3)

 14,027

 * %

 Mark F. Lindsay

 (4)

 3,067

 * %

 Anja Krammer

 (5)

 3,067

 * %

 Ralph E. Green, DDS, MBA

 (6)

 3,067

 * %

 Leonard J. Sokolow

 (7)

 3,467

 * %

 Matthew Thompson, M.D.

 (8)

 3,067

 * %

 All executive officers and directors as a group (7 persons)

 (9)

 124,556

 4.56
 %

 Shares of Common Stock Owned

 Name of 5% Stockholder Beneficial Owners

 Percent

 Armistice Capital, LLC

 (11)

 175,099

 6.41
 %

 G. Dave Singh

 (1)

 128,788

 4.72
 %

 (2)

 94,794

 3.47
 %

 All 5% stockholders as a group (3 persons)

 (10)

 398,681

 14.60
 %

 *
Less than 1%.

 (1)

 Dr.
 G. Dave Singh is our founder and former Chief Medical officer and director. He beneficially directly owns 128,788 shares of common
 stock through Himmat LP. Dr Singh and his wife are the members and managers of Himmat LP and may be deemed to have shared voting
 and dispositive power of all securities beneficially owned by Himmat LP.

 - 130 -

 (2)

 R.
 Kirk Huntsman beneficially owns (i) indirectly 69,600 shares of common stock through Coronado V Partners, LLC, of which Mr. Huntsman
 is a member and manager and (ii) 3,461 shares of common stock purchased in the open market. Includes 21,733 shares of common stock
 issuable upon exercise of options held by R. Kirk Huntsman, all of which are exercisable within 60 days. Excludes 7,600 shares of
 common stock underlying unvested options. R. Kirk Huntsman and his wife are the members and managers of Coronado V Partners, LLC.
 As such, Mr. Huntsman may be deemed to have shared voting and dispositive power of all securities beneficially owned by Coronado
 V Partners, LLC reported herein.

 (3)

 Amman is our Chief Financial Officer, Treasurer and Secretary. Includes 14,027 shares of common stock issuable upon exercise of options,
 all of which are exercisable within 60 days, and 80 shares of common stock purchased in the open market. Excludes 8,453 shares of
 common stock underlying unvested options.

 (4)

 3,067 shares of common stock issuable upon exercise of options held by Mark F. Lindsay, all of which are exercisable within 60 days.

 (5)

 3,067 shares of common stock issuable upon exercise of options held by Anja Krammer, all of which are exercisable within 60 days.

 (6)

 3,067 shares of common stock issuable upon exercise of options held by Ralph E. Green, DDS, MBA, all of which are exercisable within
 60 days.

 (7)

 3,467 shares of common stock issuable upon exercise of options held by Leonard J. Sokolow, all of which are exercisable within 60
 days.

 (8)

 3,067 shares of common stock issuable upon exercise of options held by Matthew Thompson M.D., all of which are exercisable within
 60 days.

 (9)

 Includes:
 (i) 65,067 shares of common stock issuable upon exercise of options held by this group, of which 49,013 are exercisable within 60
 days. Excludes 16,054 shares of common stock underlying unvested options.

 (10)

 Includes:
 (i) 29,333 shares of common stock issuable upon exercise of options held by this group, of which 21,733 are exercisable within 60
 days. Excludes 7,600 shares of common stock underlying unvested options.

 (11)

 The
 shares of common stock reported herein are held by the Armistice Capital Master Fund Ltd. (the "Master Fund") and may
 be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC ("Armistice Capital"), as the investment
 manager of the Master Fund, and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd
 disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. Excludes (i)
 850,393 shares of common stock underlying a pre-funded warrant held by the Master Fund, (ii) 980,393 shares of common stock underlying
 a Series A warrant held by the Master Fund, and (iii) 980,393 shares of common stock underlying a Series B warrant held by the Master
 Fund, each of which are subject to beneficial ownership limitations that prohibit the Master Fund from exercising any portion of
 those warrants if such exercise would result in the Master Fund owning a percentage of our outstanding common stock exceeding 9.99%
 (in the case of the pre-funded warrant) and 4.99% (in the case of the Series A and Series B warrants) after giving effect to the
 issuance of common stock in connection with the Master Fund's exercise of any portion of such warrant. The address of the Master
 Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

 - 131 -

 Item
13. Certain Relationships and Related Transactions and Directors Independence.

 Other
than the executive and director compensation and other arrangements, which are described in this Annual Report on Form 10-K under the
heading "Executive Compensation", we are not a party to any related party transactions.

 Policies
and Procedures for Related Party Transactions

to the written charter of our Audit Committee, the Audit Committee is responsible for reviewing and approving, prior to our entry into
any such transaction, all related party transactions and potential conflict of interest situations involving:

 any
 of our directors, director nominees or executive officers;

 any
 beneficial owner of more than 5% of our outstanding stock; and

 any
 immediate family member of any of the foregoing.

 Our
Audit Committee is responsible for reviewing any financial transaction, arrangement or relationship that:

 involves
 or will involve, directly or indirectly, any related party identified above;

 would
 cast doubt on the independence of a director;

 would
 present the appearance of a conflict of interest between us and the related party; or

 is
 otherwise prohibited by law, rule or regulation.

 Our
Audit Committee is responsible for reviewing each such transaction, arrangement or relationship to determine whether a related party
has, has had or expects to have a direct or indirect material interest. Following its review, the Audit Committee will take such action
as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending
to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement
or relationship with us. Any member of the Audit Committee who is a related party with respect to a transaction under review will not
be permitted to participate in the discussions or evaluations of the transaction; however, the Audit Committee member will provide all
material information concerning the transaction to the Audit Committee. The Audit Committee will report its action with respect to any
related party transaction to the board of directors.

 Anti-Takeover
Effects of Certain Provisions of Our Bylaws

 Provisions
of our bylaws could make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases, removal
of incumbent directors and otherwise. These provisions, which are summarized below, are expected to discourage types of coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe
that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these
proposals could result in an improvement of their terms.

 Vacancies.
 Newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting
from death, resignation, disqualification, removal or other cause shall be filled by a majority of the remaining directors on the board.

 Bylaws.
 Our certificate of incorporation and bylaws authorizes the board of directors to adopt, repeal, rescind, alter or amend our bylaws
without shareholder approval.

 Removal.
Except as otherwise provided, a director may be removed from office only by the affirmative vote of the holders of not less than a majority
of the voting power of the issued and outstanding stock entitled to vote.

 Calling
of Special Meetings of Stockholders. Our bylaws provide that special meetings of stockholders for any purpose or purposes may be
called at any time only by the board of directors or by our Secretary following receipt of one or more written demands from stockholders
of record who own, in the aggregate, at least 15% the voting power of our outstanding stock then entitled to vote on the matter or matters
to be brought before the proposed special meeting.

 - 132 -

 Effects
of authorized but unissued common stock and blank check preferred stock. One of the effects of the existence of authorized but unissued
common stock and undesignated preferred stock may be to enable our board of directors to make more difficult or to discourage an attempt
to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity
of management. If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal
was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions
that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights
of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might
undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude
the takeover, or otherwise.

 In
addition, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized
and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available
for distribution to holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting
rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our company.

 Cumulative
Voting. Our certificate of incorporation does not provide for cumulative voting in the election of directors, which would allow holders
of less than a majority of the stock to elect some directors.

 Choice
of Forum

 Our
bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
(or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive
forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim for breach of a fiduciary
duty owed by any director, officer, employee, or agent of ours or our stockholders; (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or the bylaws; and (iv) any action asserting
a claim governed by the internal affairs doctrine. In addition, our bylaws provide that, unless we consent in writing to the selection
of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act. Our bylaws further provide that any person or entity purchasing
or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to these forum selection
clauses.

 Section
27 of the Securities Exchange Act of 1934, as amended (which we refer to herein as the Exchange Act) creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result,
our bylaws provide that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the
Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

 We
note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction
for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.

 Indemnification
of Directors and Officers

 Our
Certificate of Incorporation and bylaws provide that, to the fullest extent permitted by the laws of the State of Delaware, any officer
or director of our company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was or has agreed
to serve at our request as a director, officer, employee or agent of our company, or while serving as a director or officer of our company,
is or was serving or has agreed to serve at the request of our company as a director, officer, employee or agent (which includes service
as a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the
foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee to the fullest extent
permitted under Section 145 of the Delaware General Corporation Law as in existence on the date hereof.

 - 133 -

 The
indemnification provided shall be from and against expenses (including attorneys' fees) actually and reasonably incurred by a director
or officer in defending such action, suit or proceeding in advance of its final disposition, upon receipt of an undertaking by or on
behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there
is no further right to appeal that such person is not entitled to be indemnified for such expenses under our certificate of incorporation
and bylaws or otherwise.

 To
the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful
defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of that issue.

 Transfer
Agent

 The
transfer agent and registrar, for our common stock is VStock Transfer, LLC. The transfer agent and registrar's address is 18 Lafayette
Place, Woodmere, New York 11598. The transfer agent's telephone (212) 828-8436.

 Item
14. Principal Accounting Fees and Services.

 Audit
and Non-Audit Fees

 Moss
Adams, LLP ("Moss Adams"), Denver, Colorado (PCAOB ID No. 659) served as the independent registered public accounting firm
to audit our books and accounts for the fiscal years ending December 31, 2023. Plante & Moran, PLLC ("Plante Moran"), Denver, Colorado (PCAOB ID No. 166) served as our independent
registered public accounting firm for the fiscal year ended December 31, 2022.

 The
table below presents the aggregate fees billed for professional services rendered by Moss Adams and Plante Moran for the years ended
December 31, 2023 and 2022.

 2023

 2022

 Amount

 Percent

 Amount

 Percent

 Audit
 fees

 $
 563,625
 (1)

 %

 $
 281,000

 %

 Audit
 -related fees

 20,000
 (2)

 %

 -

 %

 Tax
 fees

 45,330
 (2)

 %

 45,000

 %

 All
 other fees

 -

 %

 -

 %

 Total

 $
 628,955

 %

 $
 326,000

 %

 (1)

 These fees include $333,425 paid to Moss Adams and $230,200 paid to Plante Moran.

 (2)

 These fees were all paid to Plante Moran.

 In
the above table, "audit fees" are fees billed for services related to the audit of our annual financial statements, quarterly
reviews of our interim financial statements, and services normally provided by the independent accountant in connection with regulatory
filings or engagements for those fiscal periods. "Audit-related fees" are fees not included in audit fees that are billed
by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review
of our financial statements. These audit-related fees also consist of the review of our registration statements filed with the SEC and
related services normally provided in connection with regulatory filings or engagements. "Tax fees" are comprised of tax
compliance, preparation and consultation fees. "All other fees" are fees billed by the independent accountant for products
and services not included in the foregoing categories.

 Change in Accounting Firm

 On May 3, 2023, as approved by
our Audit Committee, the Company dismissed Plante Moran as the Company's independent registered public accounting firm, effective
immediately.

 During the
fiscal years ended December 31, 2022 and 2021, Plante Moran's audit reports on the Company's financial statements did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, except that Plante Moran's report for the year ended December 31, 2022 included an explanatory paragraph indicating
that there was substantial doubt about the Company's ability to continue as a going concern. During the fiscal years ended December
31, 2022 and 2021, and through the date of Plante Moran's dismissal, (i) there were no disagreements between the Company and Plante
Moran on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements,
if not resolved to Plante Moran's satisfaction, would have caused Plante Moran to make reference in connection with Plante Moran's
report to the subject matter of the disagreement; and (ii) there were no "reportable events" as the term is described in Item
304(a)(1)(v) of Regulation S-K, except for the disclosure of material weaknesses in the Company's internal controls over financial
reporting as disclosed in Part II, Item 9A of the Company's Form 10-K for the years ended December 31, 2022 and 2021.

 The Audit Committee approved the engagement of Moss Adams as the Company's
new independent registered public accounting firm, which engagement was effective as of May 3, 2023. During the fiscal years ended December
31, 2022 and 2021 and through the date of their engagement, neither the Company nor anyone acting on its behalf consulted Moss Adams with
respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, nor the type of audit
opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor
oral advice provided that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or a "reportable event" as
described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

 Pre-Approval
Policy

 It
is the Audit Committee's policy to approve in advance the types and amounts of audit, audit-related, tax, and any other services
to be provided by our independent registered public accounting firm. In situations where it is not practicable to obtain full Audit Committee
approval, the Audit Committee has delegated authority to the Chair of the Audit Committee to grant pre-approval of auditing, audit-related,
tax, and all other services up to $100,000. Any pre-approved decisions by the Chair are required to be reviewed with the Audit Committee
at its next scheduled meeting. The Audit Committee approved 100% of all services provided by Moss Adams during 2023 and 2022.

 - 134 -

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules.

 (a)
List of documents filed as part of this Annual Report on Form 10-K:

 (1)
Financial Statements

 The
consolidated financial statements, together with the reports thereon of Moss Adams, LLP and Plante & Moran, PLLC dated March 28,
2024, respectively, are included in Part II, Item 8 of this document are filed as part of this Annual Report on Form
10-K.

 (2)
Financial Statement Schedules

 All
schedules are omitted because they are not applicable or the amounts are immaterial or the required information is presented in the consolidated
financial statements and notes thereto in Part II, Item 8 above.

 (3)
Exhibits

 The
following documents are filed as exhibits to this Annual Report on Form 10-K.

 Exhibit
 No.

 Exhibit
 Description

 3.1

 Certificate
 of Incorporation of Vivos Therapeutics, Inc. filed with Delaware Secretary of State on August 12, 2020. (1)

 3.2

 Amended
 and Restated Bylaws of Vivos Therapeutics, Inc. (1)

 3.3

 Certificate
 of Conversion filed with Delaware Secretary of State on August 12, 2020. (1)

 3.4

 Certificate
 of Amendment to the Certificate of Incorporation of Vivos Therapeutics, Inc., dated October 25, 2023. (8)

 4.1

 Form
 of Stock Certificate. (1)

 4.2

 Form
 of Representative's Warrant in connection with the Company's initial public offering. (2)

 4.3

 Form
 of Representative's Warrant in connection with the Company's May 2021 follow-on offering. (5)

 4.4

 Form
 of Common Stock Warrant, dated January 9, 2023, issued to the investor in the January 2023 private placement (7)

 4.5

 Form
 of Pre-Funded Warrant, dated January 9, 2023, issued to the investor in the January 2023 private placement (7)

 4.6

 Form
 of Series A Common Stock Purchase Warrant, dated November 2, 2023, issued to the investor in the November 2023 private placement. (9)

 4.7

 Form
 of Series B Common Stock Purchase Warrant, dated November 2, 2023, issued to the investor in the November 2023 private placement. (9)

 4.8

 January
 2023 Warrant Amendment, dated November 2, 2023, issued to the investor in the November 2023 private placement. (9)

 - 135 -

 4.9

 Form
 of Pre-Funded Warrant, dated November 2, 2023, issued to the investor in the November 2023 private placement. (9)

 4.10

 Form of Series B-1 Common Stock Purchase Warrant, issued to the investor in the February 2024 Inducement Transaction (11)

 4.11

 Form of Series B-2 Common Stock Purchase Warrant, issued to the investor in the February 2024 Inducement Transaction (11)

 10.1

 Amended and Restated Executive Employment Agreement, dated October 8, 2020, between R. Kirk Huntsman and Vivos Therapeutics, Inc. (3)

 10.2

 Amended and Restated Executive Employment Agreement, dated October 8, 2020, between Bradford Amman and Vivos Therapeutics, Inc. (3)

 10.3

 Vivos
 Therapeutics, Inc. 2017 Stock Option and Stock Issuance Plan. (1)

 10.4

 Vivos
 Therapeutics, Inc. 2019 Stock Option and Stock Issuance Plan. (1)

 10.5

 Licensing, Distribution, and Marketing Agreement dated February 12, 2021 between the Company and MyCardio, LLC. (4) +

 10.6

 Sales Agreement dated February 7, 2022, between the Company and Roth Capital Partners, LLC. (6)

 10.7

 Form
 of Securities Purchase Agreement, dated January 5, 2023, between the Company and the investor in the January 2023 private placement
 (7)

 10.7

 Form
 of Registration Rights Agreement, dated January 5, 2023, between the Company and the investor in the January 2023 private placement
 (7)

 10.8

 Placement
 Agency Agreement, dated January 5, 2023, between the Company and Roth Capital Partners, LLC and A.G.P./Alliance Global Partners (7)

 10.9

 Form
 of Securities Purchase Agreement, dated November 2, 2023, between the Company and the investor in the November 2023 private placement
 (9)

 10.10

 Form
 of Registration Rights Agreement, dated November 2, 2023, between the Company and the investor in the November 2023 private placement
 (9)

 10.11

 Placement
 Agency Agreement, dated November 2, 2023, between the Company and A.G.P./Alliance Global Partners (9)

 10.12

 Warrant
 Inducement Agreement, dated February 14, 2024, between the Company and the investor in the February 2024 Inducement Transaction (11)

 19.1

 Insider Trading Policy and Compliance Manual (10)

 21.1

 List
 of Subsidiaries. *

 23.1

 Consent
 of Moss Adams, LLP.*

 23.2

 Consent
 of Plante & Moran PLLC.*

 - 136 -

 31.1

 Certification
 of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section
 302 of the Sarbanes-Oxley Act of 2002. (*)

 31.2

 Certification
 of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section
 302 of the Sarbanes-Oxley Act of 2002. (*)

 32.1

 Certification
 of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002. (*)#

 32.2

 Certification
 of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002. (*)#

 97.1

 Policy Relating to Recovery of Erroneously Awarded Compensation., adopted as of December 1, 2023

 101.INS*

 101.SCH*

 Schema Document

 101.CAL*

 Calculation Linkbase Document

 101.DEF*

 Definition Linkbase Document

 101.LAB*

 Label Linkbase Document

 101.PRE*

 Presentation Linkbase Document

 Cover Page Interactive

 *

 Filed herewith

 (1)

 to the Company's Registration Statement on Form S-1, filed with the SEC on October 9, 2020.

 (2)

 to the Company's Registration Statement on Form S-1/A, filed with the SEC on November 19, 2020.

 (3)

 to the Company's Registration Statement on Form S-1/A, filed with the SEC on October 26, 2020.

 (4)

 to the Company's Annual Report on Form 10-K, filed with the SEC on March 25, 2021.

 (5)

 to the Company's Current Report on Form 8-K, filed with the SEC on May 12, 2021.

 (6)

 Incorporated by refence
 to the Company's Registration Statement on Form S-3, filed with the SEC on February 7, 2022.

 (7)

 Incorporated by refence
 to the Company's Current Report on Form 8-K, filed with the SEC on January 9, 2023.

 (8)

 Incorporated by refence
 to the Company's Current Report on Form 8-K, filed with the SEC on October 27, 2023.

 (9)

 Incorporated by refence
 to the Company's Current Report on Form 8-K, filed with the SEC on November 2, 2023.

 (10)

 Incorporated by refence to the Company's Annual Report on Form 10-K,
filed with the SEC on March 30, 2023.

 (11)

 Incorporated by refence to the Company's Current Report on Form 8-K,
filed with the SEC on February 15, 2024.

 Includes management contracts
 and compensation plans and arrangements

 +

 Certain portions of this
 exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company will furnish supplementally an unredacted
 copy of such exhibit to the U.S. Securities and Exchange Commission or its staff upon request.

 #

 A signed original of this
 written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the
 Securities and Exchange Commission or its staff upon request.

 Item
16. Form 10-K Summary.

 We
have elected not to include a summary pursuant to this Item 16.

 - 137 -

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 VIVOS
 THERAPEUTICS, INC.

 Date:

 March
 28, 2024

 By:

 /s/

 R.
 Kirk Huntsman

 Chairman
 of the Board and Chief Executive Officer

 (principal
 executive officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 28, 2024.

 Signature

 Title

 /s/

 Chairman
 of the Board and Chief Executive Officer (principal executive officer)

 R.
 Kirk Huntsman

 /s/
 Bradford Amman

 Chief
 Financial Officer (principal financial and accounting officer)

 Amman

 /s/
 Ralph E. Green

 Ralph
 E. Green, DDS, MBA

 /s/
 Anja Krammer

 Anja
 Krammer

 /s/
 Mark F. Lindsay

 Mark
 F. Lindsay

 /s/
 Leonard J. Sokolow

 Leonard
 J. Sokolow

 /s/
 Matthew Thompson

 Matthew
 Thompson, MD

 - 138 -