Item 3.02 Unregistered Sales of Equity Securities
Issuance of Common Stock Pursuant to Offering Statement
On April 28, 2023, Vivos, Inc. (the "Company") completed the sale to investors
of 8,000,000 shares of its common stock, par value $0.001 per share ("Common
Stock"), pursuant to its Regulation A+ offering being conducted on a "best
efforts" basis under Regulation A of Section 3(6) of the Securities Act of 1933,
as amended (the "Securities Act") (the "Offering"). The Offering is being
conducted pursuant to the Company's offering statement on Form 1-A, originally
filed with the Securities and Exchange Commission ("SEC") on September 1, 2021,
as amended (the "Offering Statement"), which was qualified by the SEC on
September 15, 2021; further amended and qualified on October 17, 2022. The
Offering resulted in gross proceeds to the Company of $640,000. Proceeds from
the sale of Common Stock in connection with the Offering will be used for
general working capital purposes.
Please see the Offering Statement for additional details regarding the Offering,
including the terms of the Common Stock being offered.
As noted above, the issuance of the Common Stock was made in reliance upon an
exemption from registration provided under Regulation A+ pursuant to Section
3(6) of the Securities Act.
Upon issuance of the shares of Common Stock in connection with the Offering
described above, the Company will have 370,541,528 million shares of Common
Stock issued and outstanding,
Issuance of Warrants
On April 28, 2023, the Company issued to certain accredited investors, in
consideration of an aggregate of $10,665, (i) warrants to purchase 2,665,000
shares of its Common Stock ("Series A-1 Warrants"), which Series A-1 Warrants
expire, if not previously exercised, on December 31, 2023, and are exercisable
for Common Stock at $.01 per share; and (ii) warrants to purchase 8,000,000
shares of Common Stock ("Series B-1 Warrants"), which Series B1-1Warrants,
expire, if not previously exercised, on June 30, 2026, and are exercisable for
Common Stock at $.10 per share. The Series A-1 Warrants and Series B-1 Warrants
were issued pursuant to Regulation D under the Securities Act and the rules and
regulations thereunder.
© Edgar Online, source Glimpses