Management Change/Compensation Form 8 K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board Approval of Vivos Therapeutics, Inc. 2024 Omnibus Equity Incentive Plan

On September 7, 2024, the Board of Directors (the "Board") of Vivos Therapeutics, Inc. (the "Company"), with the recommendation of the Compensation Committee of the Board (the "Compensation Committee"), approved, subject to the approval of the Company's stockholders, the Vivos Therapeutics, Inc. 2024 Omnibus Equity Incentive Plan (the "2024 Omnibus Plan"). The 2024 Omnibus Plan is intended to replace the Company's Amended and Restated 2019 Stock Option and Stock Issuance Plan, as amended (the "2019 Plan").

Description of the 2024 Omnibus Plan

The purpose of the 2024 Omnibus Plan is to promote the success and enhance the value of the Company by linking the personal interest of the participants to those of the Company's stockholders by providing the participants with an incentive for outstanding performance. Non-employee directors, officers, employees and consultants of the Company or its subsidiaries or affiliates will be eligible to participate in the 2024 Omnibus Plan. The 2024 Omnibus Plan provides for the grant of options to purchase shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), including stock options intended to qualify as incentive stock options ("ISOs") under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options that are not intended to qualify ("NQSOs"), stock appreciation rights ("SARs"), restricted stock awards, and other equity-based or equity-related awards including restricted stock units and performance units. The 2024 Omnibus Plan shall be administered by the Compensation Committee or, with respect to non-employee directors, the Board of Directors of the Company.

The 2019 Plan will be automatically replaced and superseded by the 2024 Omnibus Plan on the date on which the 2024 Omnibus Plan is approved by the Company's stockholders. A proposal to approve the 2024 Omnibus Plan is expected to be presented at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"), provided that any outstanding awards granted under the 2019 Plan will remain in effect pursuant to their terms. If stockholder approval is not received at the Annual Meeting, the 2019 Plan will remain in place, pursuant to its terms, until it expires.

If the 2024 Omnibus Plan is approved, as of its effective date, a total of 1,600,000 shares of Common Stock will be available for future awards under the 2024 Omnibus Plan. No awards will be granted under the 2019 Plan or any other prior plan on or after the effective date of the 2024 Omnibus Plan and after the 2024 Omnibus Plan becomes effective any unused shares left in the 2019 Plan will be retired. The Company anticipates that the 1,600,000 shares of Common Stock will allow the 2024 Omnibus Plan to operate for several years, although this could change based on other factors, including but not limited to merger and acquisition activity.

Issuance of Contingent Option Awards pursuant to the 2024 Omnibus Plan

On September 7, 2024, the Board, with the recommendation of the Compensation Committee, approved, subject to stockholder approval of the 2024 Omnibus Plan at the Annual Meeting, contingent stock option awards (the "Contingent Options") to the following named executive officers of the Company and other Company employees or consultants in the following amounts:

Name and Position		Number and Type of Awards
R. Kirk Huntsman, Chairman and CEO		315,421 ISOs
Bradford Amman, Chief Financial Officer, Treasurer and Secretary		149,533 ISOs
All Other Company Employees and Consultants		555.533 options (ISOs and NQSOs)
TOTAL		1,020,487 options

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