Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

As previously reported, Vivos Therapeutics, Inc., a Delaware corporation (the "Company"), entered into the following private placement transactions with an institutional investor (the "Holder") pursuant to which the Company issued to the Holder (i) a Common Stock Purchase Warrant, issued on January 9, 2023, to purchase up to 266,667 shares of the common stock of the Company, par value $0.0001 per shares (the "Common Stock" and the warrant, the "January 2023 Warrant") at an exercise price of $3.83, (ii) a Series A Warrant, issued on November 2, 2023, to purchase up to 980,393 shares of Common Stock (the "November 2023 Warrant") at an exercise price of $3.83, and (iii) a Series B-1 Warrant, issued on February 20, 2024, to purchase up to 735,296 shares of Common Stock (the "February 2024 Warrant") at an exercise price of $5.05. The January 2023 Warrant, the November 2023 Warrant and the February 2024 Warrant are referred to collectively as the "Warrants."

On January 15, 2026, the Company entered into a warrant inducement letter agreement with the Holder (the "Inducement Agreement") pursuant to which the Holder agreed to exercise for cash the entirety of the Warrants at a reduced exercise price of $2.34 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 $4.6 million. The resale of the shares of Common Stock underlying the Warrants have been registered pursuant to a Post-Effective Amendment to Form S-1 on a Registration Statement on Form S-3 (File No. 333-278564), which became effective with the Securities and Exchange Commission ("SEC") on January 7, 2026.

Pursuant to the Inducement Agreement, in consideration for the immediate exercise of the Warrants in full for cash, the Company agreed to issue to the Holder, in a private placement transaction: (i) a five-year, Series A Common Stock Purchase Warrant to purchase up to 1,982,356 shares of Common Stock at an exercise price of $2.09 per share, and (ii) a 24-month, Series B Common Stock Purchase Warrant to purchase up to 1,982,356 shares of Common Stock at an exercise price of $2.09 per share (collectively, the "Inducement Warrants" and such aggregate 3,964,712 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 the absence of a "Black-Scholes put right" in the Series B Inducement Warrant.

The transactions contemplated by the Inducement Agreement (the "Inducement Transaction") closed on January 20, 2026. The Company intends to use these net proceeds received from the Inducement Transaction 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 February 14, 2026 and to its best efforts to cause the Resale Registration Statement to be effective by March 16, 2026 (or April 15, 2026 if the Resale Registration Statement is subject to SEC review).

The Company further agreed that until February 19, 2026, 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, subject to certain exceptions.

The Inducement Agreement also contains customary representations and agreements, including a provision for liquidated damages owed by the Company in the event that the Inducement Warrant Shares are not timely delivered upon future exercises of the Inducement Warrants.

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) in the case of the Series A Inducement Warrant, a put right granting the Holder the right to require the Company or its successor to exchange such warrant for the same kind of consideration, equivalent at their Black-Scholes value, offered to holders of Common Stock in the event of a Fundamental Transaction (as defined in the Inducement Warrants) and (v) other customary provisions for warrants of this type.