UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For
Period Ended: December 31, 2025
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended: _____________________________________
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
NOTHING
IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| Full
Name of Registrant |
Vivos
Therapeutics, Inc. |
| Former
Name if Applicable |
N/A |
Address
of Principal Executive Office
(Street
and Number)
|
7921
Southpark Plaza, Suite 210
|
| City,
State and Zip Code |
Littleton,
CO 80120 |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed (Check box if appropriate)
| |
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| |
|
|
| |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Vivos
Therapeutics, Inc. (the “Company”) is unable to file its Form 10-K for the year ended December 31, 2025 (the “Form
10-K”) within the prescribed time period without undue hardship and expense because the compilation, dissemination and review of
the information required to be properly presented in the Form 10-K, particularly related to the Company’s 2025 acquisition
of Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (“SCN”), and certain
SCN-related matters. As a result, the Company requires additional time to complete its year-end
financial statements and related disclosures. The Company expects to file the Form 10-K within the prescribed extension period.
PART
IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
| R.
Kirk Huntsman |
|
(866)
908-4867 |
(Name) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
☒
Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☒
Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The
Company anticipates that its revenue increased by over 15% for the year ended December 31, 2025 as compared to the year ended December
31, 2024. The primary cause was due to an increase in sleep center testing services at the Company’s subsidiary SCN and
accordingly an increase in corresponding Vivos treatment to patients at SCN.
The
Company also anticipates that its sales, general and administrative expenses also increased by approximately 50% for the
year ended December 31, 2025 as compared to the year ended December 31, 2024. The primary cause of this increase was due to increase
in costs associated with operating SCN and related Vivos treatment centers. As a result, the Company anticipates an increase in its net
loss for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
The
figures reported above are still under review and may differ once reported in the Form 10-K to be filed by the Company.
| |
Vivos
Therapeutics, Inc. |
|
| |
(Name
of Registrant as Specified in Charter) |
|
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2026 |
By: |
/s/
Bradford Amman |
| |
|
Bradford Amman |
| |
|
Chief Financial Officer |
