Vivos Therapeutics, Inc. (VVOS) Earnings Call Transcript & Summary

Good afternoon. On behalf of our Board of Directors and our officers and employees, I would like to welcome everyone to the 2023 Annual Meeting of Stockholders of Vivos Therapeutics, Inc., which is being held via live webcast. I am Kirk Huntsman, Chief Executive Officer and Chairman of the Board of Directors of Vivos. I will act as Chair of this meeting. Here with me today is Brad Amman, our Chief Financial Officer, Secretary and Treasurer, who will act as the Secretary and the Inspector of Election of the meeting. Also present today in listen-only mode are the members of our Board of Directors as well as many of our employees and our outside legal counsel. As we did last year, we are pleased to hold our annual meeting virtually via the Internet. Virtual shareholder meetings are increasing in prevalence and allow for improved access and increased attendance. By hosting our meeting virtually, all of our shareholders are more easily able to attend. All stockholders of record on August 11, 2023, are eligible to vote either by proxy or virtually at this meeting. If you have already submitted a proxy to the company and do not wish to change your vote, you do not have to vote again. However, if you are a record holder as of the record date and have not submitted a proxy, or if you desire to change your vote, you may receive a proxy card and vote now by e-mailing Donna Ackerly at Laurel Hill at dackerly, that's [email protected]. This information is on our screen. Donna is also available at that e-mail address to assist our street name holders as well. We will now move forward to conduct the business of today's meeting. The first part of the meeting will be to conduct the business of the 2023 Annual Meeting of Stockholders as set forth in our proxy materials. We will not be taking questions during the formal business part of the meeting. Following the close of the formal portion of the meeting, we will have a question-and-answer period. As Chair of this meeting, I reserve the right to answer such questions as I deem appropriate. If you wish to submit a question for the Q&A session, please submit your question in writing using the Q&A option at the bottom of your screen. I'd now like to introduce Julie Gannon, our Head of Investor Relations, who will provide our forward-looking statement disclaimer.

Good afternoon, and welcome. Please note that various remarks Vivos' personnel may make at this meeting about management's future expectations, plans and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and related provisions of the U.S. federal securities laws. These statements include, without limitation, statements regarding our business plans, our strategies, or compliance with applicable regulatory requirements and future trends related to our business and the market in which we operate. You are cautioned that actual results may differ materially and adversely from those indicated by these forward-looking statements as a result of various important factors including those discussed in the Risk Factors section of our most recent annual report on Form 10-K which is on file with the SEC and other filings on Form 10-Q and Form 8-K that we make with the SEC as well as our press releases. In addition, these forward-looking statements represent our management's expectations only as of today. While Vivos may elect to update these forward-looking statements, it specifically disclaims any obligation to do so, except as may be required by law. Any forward-looking statements should not be relied upon as representing our management's estimates or views as of any date subsequent to today. Finally, please be aware that the U.S. Food and Drug Administration has given certain Vivos appliances specific 510(k) clearances. Any statements made today regarding Vivos treatment or the Vivos method should be viewed in that context. Treatment of patients with Vivos devices or the Vivos method for other than FDA-cleared indications is performed off-label at the sole clinical discretion of the treating doctor and are not part of the Vivos treatment protocol. Thank you, and back to you, Kirk.

Thank you, Julie. As I mentioned, Brad Amman, our Chief Financial Officer, Secretary and Treasurer, has been duly appointed as Inspector of Election for today's meeting. Prior to the meeting, Mr. Amman provided his executed oath of office, whereby he has been sworn to faithfully perform the duties of Inspector of Election with impartiality according to the best of his ability. Brad?

Thank you, Kirk. The record date for determining the holders of common stock entitled to notice of and to vote at this meeting was August 11, 2023. I have in my possession a list of stockholders as of the close of business on the record date. This list will be filed with the records of the company. I am also in possession of an affidavit of VStock Transfer, our company's transfer agent, attesting that the notice of Annual Meeting and proxy materials, our 2022 annual report. And forms of proxy card were mailed commencing on or about August 28, 2023, and to each stockholder of record at the close of business on the record date. This affidavit of mailing along with the proxy materials will be annexed to the minutes of this meeting. On the record date, there were 29,928,786 shares of common stock issued outstanding and entitled to vote at this meeting. Each share of common stock is entitled to one vote. For a quorum to be present, a majority of the shares entitled to vote must be present at the meeting. Prior to the meeting, as Inspector of Election, I submitted a report of the number of shares of common stock present or represented by proxy at this meeting. This report shows that represented at this meeting, there are either in person or by proxy, approximately 18,568,640 shares of common stock of the company out of a total of 29,928,786 shares of common stock issued outstanding and entitled to vote at this meeting. This constitutes approximately 62% of the company's outstanding shares of common stock entitled to vote at this meeting. Therefore, I declare there is a quorum present at this meeting for the transaction of business. Back to you, Kirk.

Thank you, Brad. We will now proceed with the matters to be voted upon at the meeting. The polls are open online and will remain open until after each of the matters to be presented at the meeting has been submitted. The first item of business to come before this meeting is a proposal to amend our amended and restated 2019 stock option and stock issuance plan. This amendment would increase the number of shares of our common stock authorized to be issued pursuant to the 2019 plan by 2 million shares from 2,366,667 shares in the aggregate to 4,366,667 shares in the aggregate. In my capacity as a stockholder, I hereby move that this proposal proceed. Would a stockholder second the motion and also please state their name?

My name is Jennifer Hauser, and I am a stockholder of the company. I second the motion.

The second item of business is the election of directors for the coming year. A Board of Directors of 6 members is to be elected to serve until the next Annual Meeting of Stockholders or until their successors shall be elected and qualified. The following persons have been nominated to serve as directors. Dr. Ralph Green, Anya Kramer, Mark Lindsay, Leonard [ Sakalo, ] Dr. Matthew Thompson and R. Kirk Huntsman. In my capacity as a stockholder, I hereby move that the foregoing persons be nominated for election as directors. Would a stockholder second the motion and also please state their name?

My name is Jennifer Hauser, and I am a stockholder of the company. I second the motion.

Since no further nominations have been made or now can be made under the company's bylaws, the nominations for director are closed. The third item of business is to ratify the appointment by the Audit Committee of the Board of Directors of the company of the firm of Moss Adams LLP as Vivos' independent registered public accounting firm for fiscal year ended December 31, 2023. In my capacity as a stockholder, I hereby move that the foregoing motion proceed. Would a stockholder second the motion and also please state their name?

My name is Jennifer Hauser, and I am a stockholder of the company. I second the motion.

The final item of business is to ratify the approval of an amendment to Vivos' Certificate of Incorporation to enable a potential reverse stock split of our common stock at a ratio ranging from between 1 for 10 and 1 for 30 shares of common stock. The exact ratio within such range shall be determined at the sole discretion of our Board of Directors and such reverse split shall be affected at such time and date, if at all, as determined by our Board of Directors in its sole discretion. Please note that as disclosed in the proxy statement for this meeting pursuant to changes to Section 242 of the Delaware General Corporation Law, which became effective on August 1, 2023, the necessary stockholder vote to approve reverse stock split such as the one proposed was reduced from a majority of outstanding shares entitled to vote to a majority of votes actually cast at a meeting. In addition to reducing the required shareholder vote to approve a reverse stock split, this change in law has the effect of causing abstentions to have no effect on a stockholder vote. In my capacity as a stockholder, I hereby move that the foregoing motion proceed. Would a stockholder second the motion and also please state their name?

My name is Jennifer Hauser, and I am a stockholder of the company. I second the motion.

All matters to be voted on at this meeting have now been presented. If you have not already voted, or you would like to change your vote, please do so now by e-mailing Donna Ackerly at Laurel Hill, at [email protected] as I described earlier. A majority of the votes cast at this meeting is required to approve each of the matters presented at this meeting. We will pause for a moment to ensure that those wishing to vote now may finish doing so. At this time, everyone should have completed voting. This concludes the presentation of the business items on the agenda for this annual meeting. The polls are now closed. We will now pause for a moment to allow the Inspector of Election to make any adjustments due to voting that occurred at this meeting. I now ask Mr. Amman to present his report as Inspector of Election on the preliminary results of the voting. Mr. Amman?

For the proposal to increase the number of shares available under Vivos' 2019 stock option and stock issuance plan, a majority of the votes cast on this proposal have voted in favor of this proposal. Therefore, this proposal has been approved. Number two, for the election of directors. Each of the director nominees has received a majority of the votes cast at this meeting. And therefore, each of the director nominees is elected as a director for 1 year term concluding at the next Annual Meeting of Stockholders or until their successor shall be elected and qualified. Number three, for the ratification of auditors. A majority of the votes cast at this meeting have voted in favor of this proposal. Therefore, this proposal has been approved. Number four, for the reverse stock split, a majority of the votes cast at this meeting have voted in favor of this proposal. Therefore, this proposal has been approved. I shall file the final report of the Inspector of Election in the corporate records of the company.

As there is no further business to come before this meeting, I would now like to adjourn the formal business part of this meeting. And I will then open the meeting up for appropriate questions from stockholders. In my capacity as a stockholder, I hereby move that this meeting be adjourned. Do I hear a second motion to adjourn the formal part of this meeting?

My name is Jennifer Hauser, and I'm a stockholder of the company. I second the motion.

I declare the formal part of this meeting adjourned. Thank you to our shareholders for your support. We will now have a brief Q&A session. Please note that as Chair of this meeting, I have the ability to deem questions inappropriate. As there are no questions coming from our stockholders or attendees to the meeting today, we will go ahead and proceed to close the meeting. Please know that our Board of Directors, officers and employees, all truly appreciate your support and confidence as we look forward to bringing you further details on our progress soon. Thank you, all.