Securities Registration: Employee Benefit Plan (s-8)
23 Dicembre 2020 - 11:09PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 23, 2020
Registration
No. 333- _______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
VIVOS
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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80-0138937
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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719
Jadwin Avenue
Richland,
Washington 99352
(Address
of Principal Executive Offices)
2015
Omnibus Securities and Incentive Plan
(Full
title of the plan)
Michael
Korenko, Chief Executive Officer
Vivos
Inc.
719
Jadwin Avenue
Richland,
Washington 99352
(Name
and address of agent for service)
(509)
736-4000
(Telephone
number, including area code, of agent for service)
Copies
to:
Daniel
W. Rumsey, Esq.
Jessica
R. Sudweeks, Esq.
Disclosure
Law Group,
a
Professional Corporation
655
West Broadway, Suite 870
San
Diego, California 92101
Tel:
(619) 272-7050
Fax:
(619) 330-2101
Indicate
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” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller reporting
company [X]
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Emerging growth
company [ ]
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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 Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered
(1)
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Proposed
Maximum
Offering Price
per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Common Stock, $0.001 par value per share, issuable pursuant to the 2015 Omnibus Securities and Incentive Plan
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36,800,000
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(1)
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$
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0.08
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(2)
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$
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2,944,000
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$
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321.19
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(2)
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(1)
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Shares
available for issuance under our 2015 Omnibus Securities and Incentive Plan (the “Plan”) were previously
registered on the registration statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”)
on January 10, 2018 (Registration No. 333-222494). This Registration Statement on Form S-8 is being filed to register an additional
36,800,000 shares of our common stock, par value $0.001 per share (“Common Stock”), which may be
issued upon the exercise of options or issuance of stock based awards which may hereafter be granted under the Plan. In accordance
with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also be deemed to cover any
additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities
Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of Common Stock of the Registrant
on December 23, 2020, as reported by the OTCQB Market. Pursuant to General Instruction E to Form S-8, a filing fee
is only being paid with respect to the registration of additional securities under the Plan.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Vivos
Inc. (the “Company”) has prepared this Registration Statement in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional
36,800,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
issuable pursuant to the Company’s 2015 Omnibus Securities and Incentive Plan (the “Plan”). The
Company previously registered shares available for issuance under the Plan on the registration statement on Form S-8 filed
with the Securities and Exchange Commission (“SEC”) on January 10, 2018 (Registration No. 333-222494)
Pursuant
to General Instruction E to Form S-8, the contents of the Prior Registration Statements relating to the Plan, and all periodic
reports filed by the Company after the Prior Registration Statements to maintain current information about the Company are hereby
incorporated by reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item
3.
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Incorporation of
Documents by Reference
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The
following documents, which have been previously filed by the Registrant with the Securities and Exchange Commission (the “SEC”),
are hereby incorporated by reference in this Registration Statement:
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(a)
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The Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on April 28, 2020, as amended
May 20, 2020;
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(b)
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The Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on June 29, 2020 as amended August
13, 2020;
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(c)
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The Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as filed with the SEC on August 6, 2020;
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(d)
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The Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the SEC on November 2, 2020;
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(e)
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The Registrant’s
Current Report on Form 8-K, as filed with the SEC on March 16, 2020, as amended May 20, 2020;
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(f)
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The Registrant’s
Current Report on Form 8-K, as filed with the SEC on May 8, 2020, as amended May 20, 2020; and
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(g)
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The Registrant’s
Current Report on Form 8-K, as filed with the SEC on December 10, 2020.
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Until
such time that a post-effective amendment to this Registration Statement has been filed which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold at the time of such amendment, all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), shall be deemed to be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed document which is also deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act; and
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; and
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Richland, State of Washington, on December 23, 2020.
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Vivos
Inc.
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By:
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/s/
Michael K. Korenko
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Name:
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Michael K. Korenko
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Title:
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President and Chief
Executive Officer
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(Principal Executive
Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title(s)
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Date
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/s/
Michael K. Korenko
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President, Chief Executive
Officer,
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December
23, 2020
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Michael K. Korenko
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Director
and Corporate Secretary
(Principal
Executive Officer)
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/s/
Michael Pollack
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Interim Chief Financial
Officer
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December
23, 2020
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Michael Pollack
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(Principal Financial
and Accounting Officer)
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/s/
Carlton M. Cadwell
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Chairman of the Board
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December
23, 2020
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Carlton M. Cadwell
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Grafico Azioni Vivos (QB) (USOTC:RDGL)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Vivos (QB) (USOTC:RDGL)
Storico
Da Nov 2023 a Nov 2024
