Item 3.01 Notice of a Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 16, 2022, Vivos Therapeutics, Inc. (the "Company") received a staff deficiency notice from The Nasdaq Stock Market ("Nasdaq") indicating that, because Nasdaq has not yet received the Company's Form 10-Q for the quarter ended September 30, 2022, the Company no longer complies with the Nasdaq Listing Rules for continued listing under Rule 5250(c)(1) (the "Periodic Filing Requirement").

Nasdaq's notice has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market.

As reported in a press release dated August 26, 2022, the Company previously received a deficiency notice from Nasdaq for failing to file its Form 10-Q for the quarter ended June 30, 2022. The Company's failure to file its Form 10-Q for the quarter ended September 30, 2022 is considered an additional delinquency under the Nasdaq Listing Rules. As a result of this additional delinquency, the Company expects to submit to Nasdaq an updated plan to regain compliance with the Periodic Filing Requirement which would allow the Company to regain compliance by February 20, 2023. Nasdaq in its discretion may (i) grant the Company until such date to regain compliance, (ii) approve an earlier date or (iii) not agree to the Company's compliance plan.

The Company was unable to file its Form 10-Q for the quarters ended June 30, 2022, and September 30, 2022 within the prescribed time period without unreasonable effort or expense due to the Company's review of certain technical matters pertaining to the Company's revenue recognition policies related to ASC Topic 606. As reported by the Company in its press release dated November 22, 2022, the Company has resolved any open matters on this topic, and accordingly restated its Form 10-Q for the period ended March 31, 2022 on November 25, 2022. The Company plans to file its second and third quarter Form 10-Q reports for 2022 in the coming weeks, which filings would resolve any delinquent filing concerns by Nasdaq; however assurance can be given that the Company will be able to regain compliance with the Periodic Filing Requirement.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits



Exhibit No.   Description

99.1            Press release, dated November 28, 2022 as issued by Vivos
              Therapeutics, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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