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

Good morning. On behalf of our Board of Directors and our officers and employees, I would like to welcome everyone to the 2025 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 of the meeting; and Donna Ackerly of Lioness Consulting, our proxy solicitation adviser, who has appointed as the Inspector of Election of this 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 September 8, 2025, 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 our proxy solicitation adviser, Donna Ackerly of Lioness Consulting at [email protected]. This information is on our screen. Donna is also available at that e-mail 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 2025 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 Brad Amman, our Chief Financial Officer, who will provide our forward-looking statement disclaimer.

Good afternoon, and welcome. Please note that various remarks that Vivos' personnel may make at this meeting about management's future expectations, plans and prospects for the company constitute forward-looking statements for the 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 and strategies or compliance with applicable regulatory requirements and future trends related to our business in the market in which we operate. You are cautioned that actual results may differ materially and adversely from those indicated by those 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 to treat mild to severe OSA with the FDA clearance for severe OSA in November of 2023 and more recently, in September, 2024, the pediatric FDA clearance for treating moderate to severe OSA in children ages 6 to 17, the treatment of patients with severe OSA with Vivos-specific appliances is no longer needed to be performed off-label at the discretion of the treating doctor and is now an integral part of the Vivos treatment protocol. Any statements made today regarding Vivos treatment or the Vivos method should be viewed in that context. Treatment of OSA in any severity or any other sleep, breathing or other conditions with any other Vivos FDA-cleared devices remains at the clinical discretion of the treating doctor. Thank you, and back to you, Kirk.

Thank you, Brad. As I mentioned, Donna Ackerly has been duly appointed as Inspector of Election for today's meeting. Prior to the meeting, Donna provided her executed oath of office, whereby she has been sworn to faithfully perform the duties of Inspector of Election with impartiality according to the best of her ability. Donna?

Thank you, Kirk. The record date for determining the holders of common stock entitled to notice of and to vote at this meeting was September 8, 2025. 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'm also in possession of an affidavit of the Stock Transfer, Vivos' transfer agent, attesting that the notice of annual meeting and proxy materials, the 2024 annual report and form of proxy card were mailed commencing on or about October 1, 2025, 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 7,504,807 shares of common stock issued outstanding and entitled to vote at this meeting. Each share of common stock is entitled to 1 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 4,968,728 shares of common stock of the company out of a total of 7,504,807 shares of common stock issued outstanding and entitled to vote at this meeting. This constitutes approximately 66% 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, Donna. 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 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 R. Kirk Huntsman, Dr. Ralph E. Green, Anja Krammer, Mark F. Lindsay, Leonard J. Sokolow and Dr. Matthew Thompson. 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 second item of business to come before this meeting is a proposal to approve an amendment to the company's 2024 Omnibus Equity Incentive Plan to increase the number of shares of our common stock available for issuance under the 2024 Omnibus Plan from 1,600,000 shares to 4,100,000 shares as described in the proxy statement for this meeting. 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 final item of business is to ratify the appointment by the Audit Committee of the Board of Directors of the company of the firm of Baker Tilly US as successor to Moss Adams LLP as Vivos' independent registered public accounting firm for fiscal year ended December 31, 2025. 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 of Lioness Consulting 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. [Voting]

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 the voting that occurred at this meeting. I now ask Ms. Ackerly to present her report as Inspector of Election on the preliminary results of the voting.

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 a 1-year term concluding at the next Annual Meeting of Stockholders or until their successors shall be elected and qualified. For the proposal to adopt -- approve and adopt an amendment to the company's 2024 Omnibus Equity Incentive Plan to increase the number of shares of our common stock available for issuance under the 2024 Omnibus Plan, a majority of the votes cast on this proposal have voted in favor of this proposal. Therefore, it has been approved. For the ratification of auditors, a majority of the votes cast at this meeting have voted in favor of the 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.

Thank you, Donna. As there is no further business to come before this meeting, I would now like to adjourn the formal business part of this meeting. I will then open up the meeting 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.

Thank you, Jennifer. 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. It appears that there are no questions in the queue. So with that, we will go ahead and close the meeting. I would just like to say on behalf of all of us here at Vivos, that we are very excited about some of the things that are happening. We look forward to presenting more detail around these things at our report of the third quarter, and we expect that to happen here later this month. So until then, we again, express our gratitude and appreciation to all of our shareholders for your support. And we look forward to having a very good report later this month. Thank you very much.