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: March 31, 2026
☐
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-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) 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-Q. As
of the date hereof, the Company and its independent registered public accounting firm requires additional time to complete the review
of SCN’s interim financial statements and to consolidate such financial statements into the Company’s unaudited financial
statements for the quarter ended March 31, 2026.
The
Company is working diligently to complete its Form 10-Q for such period as soon as possible and currently expects to file the Form 10-Q
within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
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).
(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?
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.
Vivos Therapeutics, Inc. (the “Company”) expects to report that its revenue and gross profit increased
by approximately 70% and 100%, respectively, for the three months ended March 31, 2026 as compared to the three months ended March 31,
2025. The primary cause was due to an increase in sales of Company products and services to patients that resulted from 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”),
as well as SCN’s legacy diagnostic services that the Company did not have in the prior year quarter.
The Company also expects to report that its sales, general and administrative
expenses increased by approximately 70% for the three months ended March 31, 2026 as compared to the three months ended March 31,
2025. The primary cause of this increase was due to increase of salaries and wages, rent and other expenses associated with SCN’s
operations and the integration of SCN with the Company. As a result, the Company anticipates an increase in its net loss for the three
months ended March 31, 2026 as compared to the three months ended March 31, 2025.
The
figures reported above are still under review and may differ once reported in the Form 10-Q 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: May 15, 2026 |
By: |
/s/Bradford
Amman |
| |
|
Bradford Amman |
| |
|
Chief Financial Officer |
