Vivos Therapeutics (VVOS) 10-K 31 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-39796
Entity Registrant Name	Vivos Therapeutics, Inc.
Entity Central Index Key	0001716166
Entity Tax Identification Number	81-3224056
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9137 Ridgeline Boulevard
Entity Address, Address Line Two	Suite 135
Entity Address, City or Town	Highlands Ranch
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80129
City Area Code	(844)
Local Phone Number	672-4357
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	VVOS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 88.3
Entoty common stock, shares outstanding		23,012,119
ICFR Auditor Attestation Flag	false
Auditor Name	Plante & Moran, PLLC
Auditor Location	Denver, Colorado
Auditor Firm ID	166

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 24,030	$ 18,206
Accounts receivable, net of allowance of $180 and $508, respectively	1,203	1,431
Current portion of note receivable from related party		84
Tenant improvement allowance receivable	516
Prepaid expenses and other current assets	1,575	673
Total current assets	27,324	20,394
Long-term assets
Goodwill	2,843	2,671
Property and equipment, net	2,825	872
Note receivable from related party, net of current portion		811
Intangible assets, net	341	270
Deposits and other	356	309
Total assets	33,689	25,327
Current liabilities
Accounts payable	920	781
Payable to related party for redemption of Series A Preferred Stock		1,500
Accrued expenses	2,853	1,737
Contract liabilities	2,399	2,938
Current portion of long-term debt	1,265	867
Current portion of deferred rent	3	18
Current portion of lease incentive liability	69
Total current liabilities Total current liabilities	7,509	7,841
Long-term liabilities
Long-term debt, net of current maturities		423
Deferred rent, net of current portion	343	146
Lease incentive liability, net of current portion	298
Total liabilities Total liabilities	8,150	8,410
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred Stock, $0.0001 par value per share. Authorized 50,000,000 shares; no shares issued and outstanding
Common Stock, $0.0001 par value per share. Authorized 200,000,000 shares; issued and outstanding 23,012,119 and 18,209,452 shares as of December 31, 2021 and 2020, respectively	2	2
Additional paid-in capital	81,160	52,250
Accumulated deficit	(55,623)	(35,335)
Total stockholders’ deficit Total stockholders’ equity	25,539	16,917
Total liabilities and stockholders’ deficit Total liabilities and stockholders’ equity	$ 33,689	$ 25,327

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 180	$ 508
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	23,012,119	18,209,452
Common stock, shares outstanding	23,012,119	18,209,452

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue
Total revenue	$ 16,885	$ 13,066
Cost of sales (exclusive of depreciation and amortization shown separately below)	4,281	2,653
Gross profit	12,604	10,413
Operating expenses
General and administrative	25,791	16,090
Sales and marketing	5,551	2,314
Litigation settlement		3,331
Impairment loss	911
Depreciation and amortization	733	718
Total operating expenses	32,986	22,453
Operating loss	(20,382)	(12,040)
Non-operating income (expense)
Interest expense	(14)	(96)
Other expense	(9)
Interest income	117	79
Loss before income taxes	(20,288)	(12,057)
Income tax expense
Net loss	(20,288)	(12,057)
Warrant beneficial conversion feature		(3,598)
Preferred stock accretion		(2,333)
Net loss attributable to common stockholders	$ (20,288)	$ (17,988)
Net loss per share attributable to common stockholders (basic and diluted)	$ (0.96)	$ (1.40)
Weighted average number of shares of Common Stock outstanding (basic and diluted)	21,233	12,869
Product [Member]
Revenue
Total revenue	$ 6,520	$ 4,890
Service [Member]
Revenue
Total revenue	$ 10,365	$ 8,176

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands		Common Stock [Member]	Preferred Stock [Member]Series B Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019		$ 1		$ 20,334	$ (23,278)	$ (2,943)
Balance, shares at Dec. 31, 2019		12,444,165
Series B preferred stock issued:
For cash, net of issuance costs			$ 2,403			2,403
For cash, net of issuance costs, shares			164
In exchange for convertible debt			$ 2,944			2,944
In exchange for convertible debt, shares			196
Issuance of Common Stock:
For exchange of Series B preferred stock		$ 1	$ (5,347)	5,346
For exchange of Series B preferred stock, shares		1,199,195,000	(360,000)
In initial public offering, net of issuance costs				21,577		21,577
In initial public offering, net of issuance costs, shares		4,025,000
To consultants for services				677		677
To consultants for services, shares		88,111
For settlement of liability				350		350
For settlement of liability, shares		46,667,000
For conversion of convertible debt				796		796
For conversion of convertible debt, shares		106,314
In litigation settlement				1,800		1,800
In litigation settlement, shares		300,000,000
Fair value of warrants issued in litigation settlement				1,531		1,531
Stock-based compensation expense				2,172		2,172
Series A preferred stock accretion				(2,333)		(2,333)
Net loss					(12,057)	$ (12,057)
Upon exercise of stock options, shares	[1]
Balance, shares at Dec. 31, 2020		18,209,452
Ending balance, value at Dec. 31, 2020		$ 2		52,250	(35,335)	$ 16,917
Issuance of Common Stock:
To consultants for services				20		20
To consultants for services, shares		2,667
Stock-based compensation expense				2,658		2,658
Net loss					(20,288)	(20,288)
In follow-on public offering, net of issuance costs				25,362		25,362
In follow-on public offering, net of issuance costs, shares		4,600,000
Upon exercise of stock options				330		$ 330
Upon exercise of stock options, shares		200,000				200,000	[1]
Fair value of warrants issued:
To consultants for services				232		$ 232
In business combination				172		172
For purchase of assets				136		136
Balance, shares at Dec. 31, 2021		23,012,119
Ending balance, value at Dec. 31, 2021		$ 2		$ 81,160	$ (55,623)	$ 25,539
[1]	On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (20,288)	$ (12,057)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	2,658	2,172
Depreciation and amortization	733	718
Fair value of warrants issued for services	232
Common stock issued for services and settlement of liabilities	20	488
Accretion of discount on note receivable	(29)	(26)
Impairment on note receivable	911
Common stock issued in litigation settlement		1,925
Fair value of warrants issued in litigation settlement		1,531
Changes in operating assets and liabilities:
Accounts receivable	228	(560)
Deferred rent and lease incentive liability	548	80
Tenant improvement allowance	(516)
Prepaid expenses and other current assets	(902)	(114)
Deposits	(47)	(27)
Accounts payable	139	(274)
Accrued expenses	1,117	474
Contract liability	(539)	(10)
Net cash used in operating activities	(15,735)	(5,680)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment	(2,396)	(120)
Payment for business acquisition	(225)
Principal collections under note receivable	13
Net cash used in investing activities	(2,608)	(120)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	27,930	22,290
Series A Preferred Stock redemption payments	(1,500)	(2,150)
Payments for issuance costs	(2,238)	(245)
Principal payments on debt	(25)	(75)
Proceeds from issuance of preferred stock		2,452
Proceeds from issuance of debt		1,265
Net cash provided by financing activities	24,167	23,537
Net increase in cash and cash equivalents	5,824	17,737
Cash and cash equivalents at beginning of year	18,206	469
Cash and cash equivalents at end of year	24,030	18,206
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	18	33
Cash paid for income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
Fair value of warrants issued in asset purchase	136
Fair value of warrants issued in business acquisition	172
Fair value of warrants issued to underwriters in connection with follow-on offering	1,486
Conversion of debt to common stock		770
Exchange of debt to Series B preferred stock		2,944
Exchange of Series B preferred stock into common shares		5,347
Common stock issued for payment of interest		26
Series B Preferred Stock issued for payment of interest		102
Series A Preferred Stock redemption included in accounts payable		1,500
Capital expenditures included in accounts payable	$ 110	$ 2

ORGANIZATION, DESCRIPTION AND S

ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES Organization BioModeling Solutions, Inc. (“BioModeling”) was organized on March 20, 2007 as an Oregon limited liability company, and subsequently incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the “SEA”) with First Vivos, Inc. (“First Vivos”), and Vivos Therapeutics, Inc. (“Vivos”), a Wyoming corporation established on July 7, 2016 to facilitate this merger. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of common stock and warrants of BioModeling and all of the shares of commons stock of First Vivos were exchanged for newly issued shares of Class A common stock and warrants of Vivos, the legal acquirer, collectively the “Company”. The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company’s historical financial statements and continued to be recorded at their historical carrying amounts. On August 12, 2020, the Company reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law. Description of Business The Company is a medical technology company focused on the development and commercialization to dental practices of a patented oral appliance technology and related protocols called The Vivos Method. The Company believes The Vivos Method represents the first non-surgical, non-invasive and cost-effective treatment for people with dentofacial abnormalities and/or mild to moderate OSA and snoring. The Company’s business model is focused around dentists, and the Company’s program to train dentists and offer them other value-added services in connection with their ordering and use of The Vivos Method for patients is called the Vivos Integrated Practice (“VIP”) program. Basis of Presentation and Consolidation The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries (BioModeling, First Vivos, Vivos Therapeutics (Canada) Inc., Vivos Management and Development, LLC and Vivos Del Mar Management, LLC), are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company currently expects to retain its status as an emerging growth company until the year ending December 31, 2026, but this status could end sooner under certain circumstances. Revenue Recognition The Company generates revenue from the sale of products and services. Revenue is recognized when control of the products or services is transferred to our customers in a way that reflects the consideration we expect to be entitled to in exchange for those products and services. The Company determines revenue recognition through the following five-step model, which entails: 1) identification of the promised goods or services in the contract; 2) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; 3) measurement of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations; and 5) recognition of revenue when, or as the Company satisfies each performance obligation. Service revenue We review our VIP contracts using the 5-step method outlined above. Once it is determined that a contract exists, service revenue is recognized when the underlying training or other services are performed. Unearned revenue reported on the balance sheet as contract liability represents the portion of fees paid by customers for services that have not yet been performed as of the reporting date and are recorded as the service is rendered. The Company recognizes this revenue over the twelve-month life of the contract. Provisions for discounts are provided in the same period that the related revenue from the products and/or services is recorded. The Company enters into programs that may provide for multiple element deliverables. Commencing in 2018, the Company began enrolling medical and dental professionals in a one-year program which includes training in a highly personalized, deep immersion workshop format which provides the dentist access to a global team who is dedicated to creating a successful integrated practice. The key topics covered in training include case selection, clinical diagnosis, appliance design, adjunctive therapies, instructions on ordering the Company’s products, guidance on pricing, In addition to enrollment service revenue, in 2020 the Company launched an additional service on a monthly subscription basis, its Billing Intelligence Service (“BIS”). Revenue for these services is recognized monthly during the month the services are rendered. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements The Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each deliverable based on relative fair values. Fair values are generally established based on the relevant service period which approximates the prices for relevant training that would be charged if those services were sold separately. In general, revenues are separated between durable medical equipment (product revenue) and education and training services (service revenue). The allocated revenue for each deliverable is then recognized ratably based on relative fair values of the components of the sale. Revenue from training is recognized over the relevant service period, i.e., From time to time, 1) Discount for cash paid in full 2) Conference or trade show incentives 3) Negotiated concessions on annual enrollment fee The amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances, a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is measured and the change in transaction price is allocated over the remaining performance obligation. The amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides. The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period. Any overpayments are refunded during the reporting period so that no refund liability is recognized. At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the reporting period and any changes in circumstances during the reporting period. Product revenue In addition to revenue from services, the Company also generates revenue from the sale of its patented oral devices and preformed guides, known as appliances or systems to its customer, the Provider. Revenue from the appliance sale is recognized when control of product is transferred to the Provider in an amount that reflects the consideration it expects to be entitled to in exchange for those products. The Provider in turn charges the Provider’s patient and or patient’s insurance a fee for the appliance and for his or her professional services in measuring, fitting, installing the appliance and educating the patient as to its use. The Company is contracted with the Provider for the sale of the appliance and is not involved in the sale of the products and services from the Provider to the Provider’s patient. The appliance is similar to a retainer that is worn after braces are removed. Each appliance is unique and is fitted to the patient. The Company utilizes its network of certified dental Providers throughout the country to sell the appliances to their customers as well as in two centers that the Company operates. The Company utilizes third party contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company produces the appliance in strict adherence to the Company’s patents, design files, protocols, processes and procedures and under the direction and specific instruction of the Company, ships the appliance to the Provider who ordered the appliance from the Company. All of the Company’s contract manufacturers are required to follow the Company’s master design files in production of appliances or the lab will be in violation of the FDA’s rules and regulations. The Company performed an analysis under ASC Topic 606-10-55-36 through 55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the Provider the contracted price for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the Provider under the direction of the Company. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Within each center, the Company utilizes a team of medical professionals to measure, order and fit each appliance. Upon scheduling the patient (which is the Company’s customer in this case), the center takes a deposit and reviews the patient’s insurance coverage. Revenue is recognized differently for our Company owned centers than for its Providers. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted and provided to the patient. The Company offers its Clinical Advisors discounts from our standard Provider pricing. This is done to help encourage our Clinical Advisors, who help the Provider with technical aspects of our products, to purchase our products for their own practices. In addition, from time to time, we offer buy one get one offers and other credits to incentivize our Providers to embrace our products and increase volume within their practices. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable and notes receivable, impairment of goodwill and long-lived assets; valuation assumptions for assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations will be affected. Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Accounts Receivable, Net The accounts receivable in the accompanying financial statements are stated at the amounts management expects to collect. The Company performs credit evaluations of its customers’ financial condition and may require a prepayment for a portion of the services to be performed. The Company reduces accounts receivable by estimating an allowance that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on its judgements in evaluating the aging of the receivables and the financial condition of our clients. Note Receivable from Related Party, net Due to uncertainty around collections, the note receivable due from a related party was impaired as of December 31, 2021. To the extend cash is collected in the future, we will recognize income in the period cash is collected. Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 4 5 5 7 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Intangible Assets, Net Intangible assets consist of assets acquired from First Vivos and costs paid to OMT and Lyon Dental for work related to the Company’s patents, intellectual property and customer contracts. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets, which approximates 5 15 Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually after the close of the year, or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered more likely than not that the fair value of the reporting unit is greater than the carrying amount, further testing of goodwill for impairment is not required. If, on the basis of quantitative factors, the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Impairment of Long-lived Assets Long-lived assets consist of identifiable intangible assets, property and equipment, which are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for long-lived assets if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. Accounting for Payroll Protection Program Loan The Company is accounting for the PPP loan as a debt instrument under ASC 470, Debt 1.3 Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Share-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company estimates the expected term using the simplified method which is the average of the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the historical volatilities of their peer group as the Company does not have a sufficient trading history for their common stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life cycle and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to Vivos, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures in the period that the forfeiture occurs, rather than estimating the number of awards that are not expected to vest in accounting for stock-based compensation. Prior to public trading of the Company’s shares which commenced in December 2020, the Company estimated fair value of its shares based on the most recent sales to third parties. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive. Recent Accounting Pronouncements Presented below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation as an EGC. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Standards Required to be Adopted in Future Years. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases Targeted Improvements 2.4 2.2 1.7 1.5 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company’s financial statements upon adoption. Recently Adopted Standards. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity).

LIQUIDITY

LIQUIDITY	12 Months Ended
	Dec. 31, 2021
Liquidity
LIQUIDITY	NOTE 2 – LIQUIDITY As of December 31, 2021, the Company had an accumulated deficit of $ 55.6 million. For the years ended December 31, 2021 and 2020, the Company incurred a net loss of $ 20.3 and $ 12.1 million, respectively. Net cash used in operating activities amounted to $ 15.7 million and $ 5.7 million for the years ended December 31, 2021 and 2020, respectively. Since March 2020, the Company’s business has been negatively impacted as a result of the COVID-19 pandemic. Revenue growth and collections in 2021 were impacted by significant headwinds throughout the Company’s core customer base, mostly driven by COVID-19 Delta and Omicron variant resurgences in the middle and latter part of the year as discussed in Note 13. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements As discussed in Note 9, in December 2020 the Company completed an IPO of approximately 4.0 21.6 4.6 25.4 24.0 8.1 Management believes the Company’s existing cash resources will be sufficient to fund the Company’s contractual obligations and working capital requirements at least through the first quarter of 2023.

RECEIVABLES, CONTRACT ASSETS AN

RECEIVABLES, CONTRACT ASSETS AND CONTRACT LIABILITIES	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
RECEIVABLES, CONTRACT ASSETS AND CONTRACT LIABILITIES	NOTE 3 – RECEIVABLES, CONTRACT ASSETS AND CONTRACT LIABILITIES Net Revenue For the years ended December 31, 2021 and 2020, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands): SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS Year Ended December 31, 2021 2020 Product revenue: Appliance sales to VIPs $ 6,040 (1) $ 4,548 (1) Center revenue 480 342 Total product revenue 6,520 4,890 Service revenue VIP 8,517 7,541 Billing intelligence services 905 (2) 620 (2) Management service revenue (includes MID) 313 - Sponsorship/seminar/other 630 15 Total service revenue 10,365 8,176 Total revenue $ 16,885 $ 13,066 (1) Revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs. (2) Revenue from maintenance and subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services are performed and the performance obligations completed. Changes in Contract Liabilities The key components of changes in contract liabilities for the years ended December 31, 2021 and 2020 are as follows (in thousands): SCHEDULE OF CONTRACT LIABILITY December 31, 2021 2020 Balance at beginning of year $ 2,938 $ 2,948 New contracts, net of cancellations 7,978 7,531 Revenue recognized (8,517 ) (7,541 ) Balance at end of year $ 2,399 $ 2,938 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Shipping Costs Shipping costs for product deliveries to customers are expensed as incurred and totaled approximately $ 0.1

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 4 - PROPERTY AND EQUIPMENT, NET As of December 31, 2021 and 2020, property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 2020 Furniture and equipment $ 1,394 $ 936 Leasehold improvements 2,387 519 Construction in progress 212 143 Molds 75 75 Gross property and equipment 4,068 1,673 Less accumulated depreciation (1,243 ) (801 ) Net Property and equipment $ 2,825 $ 872 Leasehold improvements relate to the Vivos Institute and the two Company-owned dental centers in Colorado. Total depreciation and amortization expense was $ 0.4 0.3

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	NOTE 5 – GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill by reporting unit consisted of the following as of December 31, 2021 and 2020 (in thousands): SCHEDULE OF GOODWILL December 31, Reporting Unit 2021 2020 Vivos Solutions $ 2,619 $ 2,619 Empowered Dental 52 52 Lyon Dental 172 - Total goodwill $ 2,843 $ 2,671 On April 14, 2021, we acquired Lyon Management and Consulting, LLC (Lyon Dental). The business acquisition allows us to expand and enhance its current medical billing practice services which are conducted through our BIS offering. The consideration transferred includes $ 0.2 25,000 8.90 0.2 0.4 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Intangible Assets As of December 31, 2021 and 2020, identifiable intangible assets were as follows (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLES 2021 2020 December 31, 2021 2020 Patents and developed technology $ 2,136 $ 1,775 Trade name 330 330 Other 27 27 Total intangible assets 2,493 2,132 Less accumulated amortization (2,152 ) (1,862 ) Net intangible assets $ 341 $ 270 Amortization expense of identifiable intangible assets was $ 0.3 0.4 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS Year Ending December 31, 2022 $ 39 2023 39 2024 39 2025 39 2026 23 Thereafter 162 Total $ 341

OTHER FINANCIAL INFORMATION

OTHER FINANCIAL INFORMATION	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OTHER FINANCIAL INFORMATION	NOTE 6 – OTHER FINANCIAL INFORMATION Note Receivable In October 2019, the Company sold its dental center in Utah to an entity controlled by the spouse of an employee for total consideration of approximately $ 1.2 1.0 6.0 0.1 0.1 Accrued Expenses Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES 2021 2020 December 31, 2021 2020 Accrued payroll $ 1,397 $ 1,025 Accrued legal and other 990 412 Lab rebate liabilities 466 300 Total accrued liabilities $ 2,853 $ 1,737 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements

DEBT

DEBT	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
DEBT	NOTE 7 - DEBT Summary of Debt As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands): SCHEDULE OF OUTSTANDING DEBT 2021 2020 December 31, 2021 2020 Empowered Dental loan, due December 2020 $ - $ 25 PPP loan maturing May 2022 1,265 (1) 1,265 (1) Total debt 1,265 1,290 Less current maturities 1,265 867 Long-term debt, net of current maturities $ - $ 423 (1) Please see caption below for further discussion of the terms of the PPP loan. In November 2018, the Company issued convertible debt of $ 25,000 7.50 10.0 December 31, 2020 PPP Loan On May 8, 2020, the Company received approximately $ 1.3 1.00 May 5, 2022 Convertible Notes In April 2019, the Company began offering 6.0 10 (a) seventy-five percent (75%) of the price per share (or conversion price per share as the case may be) of New Securities paid by the investors in such Qualified Financing if the Qualified Financing occurs on or prior to December 31, 2019 and (b) fifty percent (50%) of the price per share (or conversion price per share as the case may be) of New Securities paid by the investors in such Qualified Financing if the Qualified Financing occurs after December 31, 2019; provided, however, that in no event for purposes of any mandatory conversion shall the Loan Balance be convertible at a price lower than $7.50 per share, which shall serve as a floor price 0.1 0.1 2.9 0.8 26 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements

PREFERRED STOCK

PREFERRED STOCK	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
PREFERRED STOCK	NOTE 8 – PREFERRED STOCK The Company’s Board of Directors has authority to issue up to 50,000,000 1.0 1.2 47.8 Further details about the terms of the Series A and Series B Preferred Stock are set forth below. Redeemable Series A Preferred Stock In May 2017, the Company entered into a Definitive Purchase Agreement (the “DPA”) to acquire all of the licensed intellectual property, consisting primarily of patents, from its largest shareholder, current Chief Medical Officer and former majority shareholder of BioModeling. The Company’s Board of Directors previously authorized the issuance of 1,000,000 5.00 20 1.0 In accordance with ASC 480, the Company accounted for the Series A Preferred Stock as temporary equity. As such, the carrying value of the shares was accreted over time such that the carrying value of the shares was at least equal to the then current redemption value of the shares. The accretion was recorded as a reduction of Additional Paid-In Capital and an increase to Series A Preferred Stock. As a result of the IPO that was completed in December 2020, the Company agreed to redeem all remaining Series A Preferred Stock in December 2020 representing 700,000 3.5 2.3 730,000 3.7 2.2 1.5 Series B Preferred Stock On January 9, 2020, the Company’s Board of Directors designated 1,200,000 0.0001 15.00 15.0 75 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements The Company commenced a private placement of units (the “Series B Units”) consisting of (i) one share of Series B Preferred, and (ii) one warrant to be issued for the number of shares of common stock into which the Series B Preferred stock was convertible upon a MC Event (the “Contingent Warrants”). The Contingent Warrants provided for an exercise price equal to 125 15.00 For the year ended December 31, 2020, the Company issued 163,500 2.5 2.9 196,258 0.1 1,199,195 1,199,195 7.50

COMMON STOCK

COMMON STOCK	12 Months Ended
	Dec. 31, 2021
Common Stock
COMMON STOCK	NOTE 9 – COMMON STOCK The Company is authorized to issue 200,000,000 0.0001 50,000,000 0.0001 May 2021 Follow-on Offering In May 2021, the Company completed a follow-on offering of 4.6 6.00 27.6 25.4 2.2 December 2020 IPO For the year ended December 31, 2020, the Company issued 4,025,000 21.6 .07 1,199,195

STOCK OPTIONS AND WARRANTS

STOCK OPTIONS AND WARRANTS	12 Months Ended
	Dec. 31, 2021
Stock Options And Warrants
STOCK OPTIONS AND WARRANTS	NOTE 10 – STOCK OPTIONS AND WARRANTS Stock Options In 2017, the Company’s shareholders approved the adoption of a stock and option award plan (the “2017 Plan”), under which shares were reserved for future issuance for options, restricted stock awards and other equity awards. The 2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. The Company’s shareholders have approved a total reserve of 1,333,333 In April 2019, the Company’s shareholders approved the adoption of a stock and option award plan (the “2019 Plan”), under which shares were reserved for future issuance for options, restricted stock awards and other equity awards. The 2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. The Company’s shareholders have approved a total reserve of 333,334 2,033,333 2,366,667 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements During the years ended December 31, 2021 and 2020, the Company issued stock options to purchase 969,000 429,012 5.23 7.50 1.50 7.50 220,001 26,667 SCHEDULE OF STOCK OPTIONS 2021 2020 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 2,302 $ 4.84 1.3 1,900 $ 4.29 3.1 Grants 969 5.23 429 7.50 Forfeited (220 ) 6.25 (27 ) 7.50 Exercised (200 ) (3) 1.65 - - Outstanding, end of year 2,851 (4) 4.96 3.3 2,302 (4) 4.84 1.3 Vested, end of year 1,898 (5) 4.53 2.7 1,673 (5) 4.10 2.5 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6 (4) As of December 31, 2021 and 2020, the aggregate intrinsic value of stock options outstanding was $ 0 3.1 (5) As of December 31, 2021 and 2020, the aggregate intrinsic value of vested stock options was $ 0 2.0 For the years ended December 31, 2021 and 2020, the valuation assumptions for stock options granted under the 2017 Plan and the 2019 Plan were estimated on the date of grant using the BSM option-pricing model with the following weighted-average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2021 2020 Grant date closing price of Common Stock $ 5.23 $ 7.50 Expected term (years) 3.5 3.2 Risk-free interest rate 0.8 % 0.4 % Volatility 141 % 134 % Dividend yield 0 % 0 % Based on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the years ended December 31, 2021 and 2020 was $ 4.96 4.84 For the years ended December 31, 2021 and 2020, the Company recognized approximately $ 2.7 2.2 4.8 2.9 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Warrants The following table sets forth warrant activity for the years ended December 31, 2021 and 2020 (shares in thousands): SCHEDULE OF WARRANT OUTSTANDING 2021 2020 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 1,960 $ 7.44 3.5 33 $ 1.50 1.5 Grants of warrants: Underwriter pursuant to IPOs 276 (3) 7.50 403 (4) 7.50 Consultants for services 95 (5) 7.50 - - Acquisition of assets 200 (6) 7.50 - - Business combination 25 (7) 8.90 - - Contingent warrants - - 1,199 (8) $ 7.50 Settlement warrants - - 325 (9) 7.50 Outstanding, end of year 2,556 (10) 7.44 2.6 1,960 (10) 7.44 3.5 Vested, end of year 2,311 (11) 7.42 2.2 1,960 (11) 7.40 3.5 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) In connection with its registered underwritten follow-on offering in May 2021, the Company granted warrants to the underwriter that provide for the purchase of 276,000 7.50 1.5 (4) In connection with the IPO in December 2020, the Company granted warrants to the underwriter that provide for the purchase of 402,500 7.50 December 2025 (5) In March 2021, the Company granted warrants to consultants in exchange for services. Warrants issued in March 2021 provide for the purchase of an aggregate of 95,000 7.50 0.2 0.2 (6) In March 2021, the Company granted warrants in connection with the acquisition of certain assets from MyoCorrect, LLC (“MyoCorrect”) that provide for the purchase of up to 200,000 0.1 25,000 (7) In April, 2021, the Company granted warrants in connection with a business combination. Warrants granted in April 2021 provide for the purchase of an aggregate of 25,000 8.90 0.2 0.2 (8) Pursuant to the terms of the Series B Units and in connection with the IPO which qualified as a MC Event, approximately 1,199,000 125 7.50 6.00 (9) On October 22, 2020, two minority stockholders initiated a derivative demand which resulted in a settlement and release agreement that was entered into on November 6, 2020. Pursuant to the settlement, the Company issued warrants to purchase an aggregate of 325,000 7.50 (10) As of December 31, 2021 and 2020, the aggregate intrinsic value of warrants outstanding was $ 0 (11) As of December 31, 2021 and 2020, the aggregate intrinsic value of vested warrants was $ 0 For the years ended December 31, 2021 and 2020, the valuation assumptions for warrants were estimated on the measurement date using the BSM option-pricing model with the following weighted-average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2021 2020 Measurement date closing price of Common Stock (1) $ 7.44 $ 7.50 Contractual term (years) (2) 2.6 3.5 Risk-free interest rate 0.3 % 0.3 % Volatility 138 % 139 % Dividend yield 0 % 0 % (1) Weighted average grant price. (2) The valuation of warrants is based on the contractual term of the warrant rather than the expected term.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 11 - RELATED PARTY TRANSACTIONS The Company was a party to a management agreement with Upeva, Inc., a company for which the Company’s prior Secretary and one of the Company’s former board members serves as chief executive officer. In return for various legal and other consulting services, the Company paid Upeva a monthly fee of $ 10,000 10,000 254,902 254,902 During the year ended December 31, 2020, one of the Company’s former directors who held $ 0.2 45,252 During 2020, one of the Company’s Directors and holder of the Company’s Series A preferred stock, exercised his right to redeem 730,000 5.00 3.7 2 In July 2020, two of the directors voluntarily entered into separation agreements with our company. Such agreements contained customary releases, confidentiality and non-disparagement provisions. As consideration for the entering the separation agreements, each director received an equity grant in the amount 16,667 In August 2020, the Company also entered into a Separation Agreement with another director pursuant to which the Company is required to purchase from the director and her affiliated entities 13,575 16,667 0.3 If the Company was unable to close a qualified financing, as defined in the agreement of at least $3 million of equity or equity-linked securities by September 15, 2020 (as was extended up to October 28, 2020), a modified consideration would include 16,667 33,334 7.50 22 0.3 16,667 33,334 7.50 47 25 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements On October 22, 2020, two minority stockholders of the Company, Lazarus Asset Management, LLC and a former director of the Company (who we refer to as the Demanding Stockholders), sent a derivative demand to the Company through counsel asking the board of directors to review and investigate certain recent actions taken by the board of directors, or members thereof, and senior management including (i) pursuit of the initial public offering described in the Company’s filing on Form S-1, (ii) the board of directors’ previous rejection (on two occasions) of a “reverse merger” transaction proposal made by Lazarus Asset Management, LLC, (iii) purported mismanagement of corporate assets, and (iv) various matters related to stock sales and other matters. After discussions with the Demanding Stockholders and their counsel, the Company ascertained that the Demanding Stockholders were acting for themselves and on behalf of an additional group of minority shareholders, (we refer to the Demanding Stockholders and all such other minority shareholders they acted on behalf of collectively as the Stockholder Group). While the Company believes that the assertions of the Demanding Stockholders lacked any merit in fact and in law, rather than expending resources investigating or litigating the claims of the Demanding Stockholders, and in order to proceed with the Company’s initial public offering, on November 6, 2020, without admitting or denying any claims asserted by the Demanding Stockholders, the Company entered into a Settlement and Release Agreement with each member of the Stockholder Group (which the Company refers to as the Settlement and Release Agreement). Pursuant to the Settlement and Release Agreement, all claims of the Demanding Stockholders were withdrawn with prejudice, and the Company and the Stockholder Group provided each other with full releases of any claims. In consideration of such withdrawal and releases, the members of the Stockholder Group have received: (i) an aggregate of 300,000 325,000 125 10 50 For the year ended December 31, 2021 and 2020, options for the purchase of 539,000 429,012

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 12 - INCOME TAXES For the years ended December 31, 2021 and 2020, the domestic and foreign components of loss before income taxes consist of the following (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX 2021 2020 Domestic $ (20,307 ) $ (12,072 ) International 19 15 Loss before income taxes $ (20,288 ) $ (12,057 ) For the years ended December 31, 2021 and 2020, income tax expense (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2021 2020 Current income tax benefit (expense): Federal $ - $ - States - - Total current income tax benefit (expense) - - Deferred income tax benefit (expense): Federal - - States - - Total deferred income tax benefit (expense) - - Total income tax expense (benefit) $ - $ - For the years ended December 31, 2021 and 2020, income tax benefit differed from amounts that would result from applying the U.S. statutory income tax rate of 21.0% to the Company’s loss before income taxes as follows (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES 2021 2020 Income tax benefit computed at federal statutory rate $ (4,261 ) $ (2,507 ) Permanent differences 109 1,622 State tax expenses (502 ) (181 ) Prior year adjustment to state NOL (275 ) Change in valuation allowance 4,929 1,066 Total income tax benefit $ - $ - As of December 31, 2021 and 2020, the principal components of deferred tax assets and liabilities were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Deferred tax assets: Net operating loss carryforwards 9,150 5,105 Stock based compensation 1,005 609 Other 699 336 Total deferred tax assets before valuation allowance 10,854 6,050 Valuation allowance (10,766 ) (5,837 ) Total deferred income tax assets after valuation allowance 88 213 Deferred tax liabilities: Property, equipment and intangibles (88 ) (213 ) Other - - Total deferred income tax liabilities (88 ) (213 ) Net deferred tax assets and liabilities $ - $ - Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth. On the basis of this evaluation, as of December 31, 2021, a valuation allowance of $ 10.8 million has been recorded to record the deferred tax asset that is more likely than not to be realized. The net change during the year in the total valuation allowance is an increase of $ 4.9 million. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements The Company has federal net operating loss carry forwards of $ 38.4 million. The Company also has various state net operating loss carry forwards. The determination of the state net operating loss carry forwards is dependent upon the apportionment percentages and state laws that can change from year to year and impact the amount of such carry forwards. If federal net operating loss carry forwards are not utilized, approximately $ 3.3 million will begin to expire in 2036 . As of December 31, 2021, the remaining federal net operating losses of $ 35.1 million have no expiration dates. Federal and state laws impose substantial restrictions on the utilization of net operating loss (“NOL”) carryforwards in the event of an ownership change for income tax purposes, as defined in Section 382 of the Internal Revenue Code (“IRC”). Pursuant to IRC Section 382, annual use of the Company’s NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an IRC Section 382 analysis regarding the limitation of NOL carryforwards. However, it is possible that past ownership changes will result in the inability to utilize a significant portion of the Company’s NOL carryforward that was generated prior to any change of control. The Company’s ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change in connection with future changes in the Company’s stock ownership. Management does not believe that there are significant uncertain tax positions related to the 2021 and 2020 taxable periods. There are no The Company files income tax returns in the United States federal and various state jurisdictions. The Company is no longer subject to income tax examinations for federal income taxes before 2016 or for states before 2015. Net operating loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOL’s generated as such NOL’s are utilized. As of December 31, 2021, the Company has filed all appropriate foreign operation tax returns.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 13 – COMMITMENTS AND CONTINGENCIES COVID-19 Pandemic In December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of the virus resulted in a world-wide pandemic. By March 2020, the U.S. economy had been largely shut down by mass quarantines and government mandated stay-in-place orders (the “Orders”) to halt the spread of the virus. Many of these Orders have been relaxed or lifted in jurisdictions where large portions of the population have been vaccinated, but there is considerable uncertainty about whether the Orders will need to be reinstated due to the ongoing spread of new variants of COVID-19. A significant portion of the worldwide population remains unvaccinated, and uncertainty also exists about whether existing vaccines will be effective as new variants of COVID-19 emerge. Accordingly, the overall impact of COVID-19 continues to have an adverse impact on global business activities. Many of the Company’s VIPs and potential VIPs closed their offices during periods of 2020 as a result of COVID-19, although some remained open to specifically provide patients with Company products as Company appliances and VIPs were deemed an essential business for health considerations in many jurisdictions. In the face of the pandemic and the results potential for revenue reduction, Company management worked diligently to reduce expenses and maintain revenues during 2020. While revenue growth flattened in March and April 2020, expenses were reduced and the Company aggressively expanded its network of healthcare providers familiar with its products by offering online continuing education courses which introduced many in the medical and dental communities to the Company’s product line. As businesses continued to reopen through 2021, the impact of COVID-19 on the Company began to diminish, although the Company is closely monitoring the potential impact of COVID-19 variants on its business. Of note, second half of the year, many of the Company’s Canadian VIPs have not traveled to the US for training in light of travel restrictions. As of August 9, 2021, the Government of Canada imposed further restrictions on unvaccinated travelers, which has caused delays with some of the Company’s Canadian VIPs receiving required training and commencing Vivos Method cases. Fourth quarter 2021 revenue growth was impacted by lower VIP enrollments due largely to the COVID-19 Delta and Omicron variant resurgences. The Company achieved sales growth despite seeing significant headwinds throughout our core customer base, mostly driven by such COVID-19 variant resurgences in the middle and latter part of the year. In December 2021, the American Dental Association reported that just 60% of dental practices were open and operating with business as usual. Another industry source reported 92% of dental practices were struggling to hire or replace hygienists, and 77% reported difficulty hiring front desk positions. These challenges across the dental community have impacted both doctor enrollments and patient case starts, as replacement dental personnel must be trained in The Vivos Method. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements The world-wide response to the pandemic resulted in a significant downturn in economic activity and there is no assurance that government stimulus programs will successfully restore the economy to the levels that existed before the pandemic. In addition, worldwide supply chain constraints and inflation have emerged as new barriers to long-term economic recovery. If an economic recession or depression is sustained, it could have a material adverse effect on the Company’s business as demand for its products could decrease. While the current disruption to the Company’s business is expected to be temporary, the long-term financial impact on the Company’s business cannot be reasonably estimated at this time. Litigation Settlement In October 2020, the Company received a derivative demand from certain stockholders (the “Derivative Action”) asking the Board of Directors to review and investigate certain recent actions taken on behalf of the Company. Upon further investigation, the Company determined that the assertions of the Derivative Action lacked merit in fact and in law. However, rather than expending resources investigating or litigating the claims set forth in the Derivative Action, and in order to proceed with the Company’s December 2020 IPO discussed in Note 9, the Company entered into a Settlement and Release Agreement in November 2020 without admitting or denying any of the claims that were asserted. Pursuant to the Settlement and Release Agreement, all claims under the Derivative Action were withdrawn with prejudice, and the parties provided each other with full releases of any claims. In consideration of such withdrawal and releases, the parties to the Derivative Action received (i) an aggregate of 300,000 1.8 325,000 1.5 50 325,000 7.50 3.3 Operating Leases The Company leases office properties under various lease terms. Rent expense, including real estate taxes and related costs, for the years ended December 31, 2021 and 2020 aggregated approximately $ 0.6 0.5 Future rental payments over the term of the Company’s leases are as follows (in thousands): SCHEDULE OF FUTURE RENTAL PAYMENTS OF LEASES Years Ending December 31, 2022 $ 491 2023 479 2024 495 2025 440 2026 345 Thereafter 555 Total operating lease payments $ 2,805 Employment Agreements During 2020, the Company entered into new employment agreements with its chief executive officer, chief medical officer and chief financial officer. The agreements include incentive compensation in the form of cash bonuses and stock options. The employment agreements require the continuation of salary and benefits for up to two years in the event the employee is terminated without cause. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Regulatory status In September 2017, BioModeling was the subject of a routine FDA audit. The audit resulted in certain findings that BioModeling was required to remediate. On September 27, 2017, BioModeling believed that it had filed its response letter to the audit findings with the FDA. In January 2018, BioModeling received notice that the FDA had posted a Warning Letter on its website alleging failure by BioModeling to reply in a timely manner to the September 2017 audit findings. The Company and BioModeling immediately contacted the FDA in January 2018 and resubmitted the September 27, 2017 audit response letter. In April 2018, the FDA completed a second audit of BioModeling which focused on the September 2017 response letter and the Warning Letter. The Company believes that this issue has been satisfactorily resolved although no definitive statement to that effect has been made by the FDA. 401(k) Plan The Company has a defined contribution employee benefit plan under section 401(k) of the Code (the “401(k) Plan”). The 401(k) Plan covers all eligible U.S. employees that are entitled to participate at the beginning of the first full quarter following commencement of employment. The Company matches the entire amount of the employee contributions up to 3% of the participating employee’s compensation, and then 50 100 0.4 0.3

NET LOSS PER SHARE OF COMMON ST

NET LOSS PER SHARE OF COMMON STOCK	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
NET LOSS PER SHARE OF COMMON STOCK	NOTE 14 – NET LOSS PER SHARE OF COMMON STOCK Basic and diluted net loss per share of Common Stock (“EPS”) is computed by dividing (i) net loss, as adjusted for beneficial conversion features and accretion related to Preferred Stock (the “Numerator”), by (ii) the weighted average number of common shares outstanding during the period (the “Denominator”). The calculation of diluted EPS is also required to include the dilutive effect, if any, of stock options, unvested restricted stock awards, convertible debt and Preferred Stock, and other Common Stock equivalents computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. For the years ended December 31, 2021 and 2020, all Common Stock equivalents were antidilutive. Presented below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts): SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING 2021 2020 Calculation of Numerator: Net loss $ (20,288 ) (12,057 ) Warrant beneficial conversion - (3,598 ) (1) Accretion of Series A Preferred Stock redemption amount - (2,333 ) (2) Loss applicable to common stockholders $ (20,288 ) $ (17,988 ) Calculation of Denominator: Weighted average number of shares of Common Stock outstanding 21,233 12,869 Net loss per share of Common Stock (basic and diluted) $ (0.96 ) $ (1.40 ) (1) Represents the beneficial conversion feature related to warrants issued in settlement as discussed in Note 9. (2) Represents accretion of the Series A Preferred Stock redemption premium discussed in Note 8. The holder of the Series A Preferred Stock discussed in Note 8 was entitled to participate in Common Stock dividends, if and when declared, on a one-to-one per-share basis. Accordingly, in any periods in which the Company has net income, earnings per share was required to be computed using the two-class method whereby the pro rata dividends distributable to the holder of Series A Preferred Stock would have been deducted from earnings applicable to common stockholders, regardless of whether a dividend was declared for such undistributed earnings. For the years ended December 31, 2021 and 2020, the Company incurred a net loss and, accordingly, there were no undistributed earnings to allocate under the two-class method. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements As of December 31, 2021, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share of Common Stock since the impact of inclusion was antidilutive (in thousands): SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE 2021 2020 Common stock warrants 2,556 1,960 Common stock options 2,851 2,302 Total 5,407 4,262

FINANCIAL INSTRUMENTS AND SIGNI

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS	12 Months Ended
	Dec. 31, 2021
Investments, All Other Investments [Abstract]
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS	NOTE 15 - FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the measurement of fair value: Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date As of December 31, 2021 and 2020, the fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values due to the short-term nature of these instruments. Due to the U.S. government guarantee and the otherwise unique terms of the PPP Loan discussed in Note 7, it was not possible to determine fair value of this debt instrument. Recurring Fair Value Measurements For the years ended December 31, 2021 and 2020, the Company did not have any recurring measurements for the fair value of assets and liabilities. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the years ended December 31, 2021 and 2020, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. Significant Concentrations Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions. Cash deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of December 31, 2021, the Company had cash and cash equivalents with two financial institutions in the United States with an aggregate balance of $ 24.0 18.2 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 16 - SUBSEQUENT EVENTS On February 7, 2022 the Company filed a Form S-3 with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, the Company may offer and sell, either individually or in combination, in one or more offerings, any of the securities described within the Form S-3, for total gross proceeds of up to $ 75 On February 25, 2022 the Company issued 290,000 3.27 80,000 3.27

ORGANIZATION, DESCRIPTION AND_2

ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Organization	Organization BioModeling Solutions, Inc. (“BioModeling”) was organized on March 20, 2007 as an Oregon limited liability company, and subsequently incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the “SEA”) with First Vivos, Inc. (“First Vivos”), and Vivos Therapeutics, Inc. (“Vivos”), a Wyoming corporation established on July 7, 2016 to facilitate this merger. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of common stock and warrants of BioModeling and all of the shares of commons stock of First Vivos were exchanged for newly issued shares of Class A common stock and warrants of Vivos, the legal acquirer, collectively the “Company”. The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company’s historical financial statements and continued to be recorded at their historical carrying amounts. On August 12, 2020, the Company reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law.
Description of Business	Description of Business The Company is a medical technology company focused on the development and commercialization to dental practices of a patented oral appliance technology and related protocols called The Vivos Method. The Company believes The Vivos Method represents the first non-surgical, non-invasive and cost-effective treatment for people with dentofacial abnormalities and/or mild to moderate OSA and snoring. The Company’s business model is focused around dentists, and the Company’s program to train dentists and offer them other value-added services in connection with their ordering and use of The Vivos Method for patients is called the Vivos Integrated Practice (“VIP”) program.
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries (BioModeling, First Vivos, Vivos Therapeutics (Canada) Inc., Vivos Management and Development, LLC and Vivos Del Mar Management, LLC), are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company currently expects to retain its status as an emerging growth company until the year ending December 31, 2026, but this status could end sooner under certain circumstances.
Revenue Recognition	Revenue Recognition The Company generates revenue from the sale of products and services. Revenue is recognized when control of the products or services is transferred to our customers in a way that reflects the consideration we expect to be entitled to in exchange for those products and services. The Company determines revenue recognition through the following five-step model, which entails: 1) identification of the promised goods or services in the contract; 2) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; 3) measurement of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations; and 5) recognition of revenue when, or as the Company satisfies each performance obligation. Service revenue We review our VIP contracts using the 5-step method outlined above. Once it is determined that a contract exists, service revenue is recognized when the underlying training or other services are performed. Unearned revenue reported on the balance sheet as contract liability represents the portion of fees paid by customers for services that have not yet been performed as of the reporting date and are recorded as the service is rendered. The Company recognizes this revenue over the twelve-month life of the contract. Provisions for discounts are provided in the same period that the related revenue from the products and/or services is recorded. The Company enters into programs that may provide for multiple element deliverables. Commencing in 2018, the Company began enrolling medical and dental professionals in a one-year program which includes training in a highly personalized, deep immersion workshop format which provides the dentist access to a global team who is dedicated to creating a successful integrated practice. The key topics covered in training include case selection, clinical diagnosis, appliance design, adjunctive therapies, instructions on ordering the Company’s products, guidance on pricing, In addition to enrollment service revenue, in 2020 the Company launched an additional service on a monthly subscription basis, its Billing Intelligence Service (“BIS”). Revenue for these services is recognized monthly during the month the services are rendered. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements The Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each deliverable based on relative fair values. Fair values are generally established based on the relevant service period which approximates the prices for relevant training that would be charged if those services were sold separately. In general, revenues are separated between durable medical equipment (product revenue) and education and training services (service revenue). The allocated revenue for each deliverable is then recognized ratably based on relative fair values of the components of the sale. Revenue from training is recognized over the relevant service period, i.e., From time to time, 1) Discount for cash paid in full 2) Conference or trade show incentives 3) Negotiated concessions on annual enrollment fee The amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances, a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is measured and the change in transaction price is allocated over the remaining performance obligation. The amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides. The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period. Any overpayments are refunded during the reporting period so that no refund liability is recognized. At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the reporting period and any changes in circumstances during the reporting period. Product revenue In addition to revenue from services, the Company also generates revenue from the sale of its patented oral devices and preformed guides, known as appliances or systems to its customer, the Provider. Revenue from the appliance sale is recognized when control of product is transferred to the Provider in an amount that reflects the consideration it expects to be entitled to in exchange for those products. The Provider in turn charges the Provider’s patient and or patient’s insurance a fee for the appliance and for his or her professional services in measuring, fitting, installing the appliance and educating the patient as to its use. The Company is contracted with the Provider for the sale of the appliance and is not involved in the sale of the products and services from the Provider to the Provider’s patient. The appliance is similar to a retainer that is worn after braces are removed. Each appliance is unique and is fitted to the patient. The Company utilizes its network of certified dental Providers throughout the country to sell the appliances to their customers as well as in two centers that the Company operates. The Company utilizes third party contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company produces the appliance in strict adherence to the Company’s patents, design files, protocols, processes and procedures and under the direction and specific instruction of the Company, ships the appliance to the Provider who ordered the appliance from the Company. All of the Company’s contract manufacturers are required to follow the Company’s master design files in production of appliances or the lab will be in violation of the FDA’s rules and regulations. The Company performed an analysis under ASC Topic 606-10-55-36 through 55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the Provider the contracted price for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the Provider under the direction of the Company. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Within each center, the Company utilizes a team of medical professionals to measure, order and fit each appliance. Upon scheduling the patient (which is the Company’s customer in this case), the center takes a deposit and reviews the patient’s insurance coverage. Revenue is recognized differently for our Company owned centers than for its Providers. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted and provided to the patient. The Company offers its Clinical Advisors discounts from our standard Provider pricing. This is done to help encourage our Clinical Advisors, who help the Provider with technical aspects of our products, to purchase our products for their own practices. In addition, from time to time, we offer buy one get one offers and other credits to incentivize our Providers to embrace our products and increase volume within their practices.
Use of Estimates	Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable and notes receivable, impairment of goodwill and long-lived assets; valuation assumptions for assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations will be affected.
Cash and Cash Equivalents	Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents.
Accounts Receivable, Net	Accounts Receivable, Net The accounts receivable in the accompanying financial statements are stated at the amounts management expects to collect. The Company performs credit evaluations of its customers’ financial condition and may require a prepayment for a portion of the services to be performed. The Company reduces accounts receivable by estimating an allowance that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on its judgements in evaluating the aging of the receivables and the financial condition of our clients.
Note Receivable from Related Party, net	Note Receivable from Related Party, net Due to uncertainty around collections, the note receivable due from a related party was impaired as of December 31, 2021. To the extend cash is collected in the future, we will recognize income in the period cash is collected.
Property and Equipment, Net	Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 4 5 5 7 VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements
Intangible Assets, Net	Intangible Assets, Net Intangible assets consist of assets acquired from First Vivos and costs paid to OMT and Lyon Dental for work related to the Company’s patents, intellectual property and customer contracts. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets, which approximates 5 15
Goodwill	Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually after the close of the year, or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered more likely than not that the fair value of the reporting unit is greater than the carrying amount, further testing of goodwill for impairment is not required. If, on the basis of quantitative factors, the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
Impairment of Long-lived Assets	Impairment of Long-lived Assets Long-lived assets consist of identifiable intangible assets, property and equipment, which are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for long-lived assets if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value.
Equity Offering Costs	Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful.
Accounting for Payroll Protection Program Loan	Accounting for Payroll Protection Program Loan The Company is accounting for the PPP loan as a debt instrument under ASC 470, Debt 1.3
Loss and Gain Contingencies	Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements
Share-Based Compensation	Share-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company estimates the expected term using the simplified method which is the average of the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the historical volatilities of their peer group as the Company does not have a sufficient trading history for their common stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life cycle and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to Vivos, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures in the period that the forfeiture occurs, rather than estimating the number of awards that are not expected to vest in accounting for stock-based compensation. Prior to public trading of the Company’s shares which commenced in December 2020, the Company estimated fair value of its shares based on the most recent sales to third parties.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood
Basic and Diluted Net Loss Per Share	Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Presented below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation as an EGC. VIVOS THERAPEUTICS INC. Notes to Consolidated Financial Statements Standards Required to be Adopted in Future Years. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases Targeted Improvements 2.4 2.2 1.7 1.5 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company’s financial statements upon adoption. Recently Adopted Standards. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity).

RECEIVABLES, CONTRACT ASSETS _2

RECEIVABLES, CONTRACT ASSETS AND CONTRACT LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS	For the years ended December 31, 2021 and 2020, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands): SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS Year Ended December 31, 2021 2020 Product revenue: Appliance sales to VIPs $ 6,040 (1) $ 4,548 (1) Center revenue 480 342 Total product revenue 6,520 4,890 Service revenue VIP 8,517 7,541 Billing intelligence services 905 (2) 620 (2) Management service revenue (includes MID) 313 - Sponsorship/seminar/other 630 15 Total service revenue 10,365 8,176 Total revenue $ 16,885 $ 13,066 (1) Revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs. (2) Revenue from maintenance and subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services are performed and the performance obligations completed.
SCHEDULE OF CONTRACT LIABILITY	The key components of changes in contract liabilities for the years ended December 31, 2021 and 2020 are as follows (in thousands): SCHEDULE OF CONTRACT LIABILITY December 31, 2021 2020 Balance at beginning of year $ 2,938 $ 2,948 New contracts, net of cancellations 7,978 7,531 Revenue recognized (8,517 ) (7,541 ) Balance at end of year $ 2,399 $ 2,938

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	As of December 31, 2021 and 2020, property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 2020 Furniture and equipment $ 1,394 $ 936 Leasehold improvements 2,387 519 Construction in progress 212 143 Molds 75 75 Gross property and equipment 4,068 1,673 Less accumulated depreciation (1,243 ) (801 ) Net Property and equipment $ 2,825 $ 872

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	Goodwill by reporting unit consisted of the following as of December 31, 2021 and 2020 (in thousands): SCHEDULE OF GOODWILL December 31, Reporting Unit 2021 2020 Vivos Solutions $ 2,619 $ 2,619 Empowered Dental 52 52 Lyon Dental 172 - Total goodwill $ 2,843 $ 2,671
SCHEDULE OF IDENTIFIABLE INTANGIBLES	As of December 31, 2021 and 2020, identifiable intangible assets were as follows (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLES 2021 2020 December 31, 2021 2020 Patents and developed technology $ 2,136 $ 1,775 Trade name 330 330 Other 27 27 Total intangible assets 2,493 2,132 Less accumulated amortization (2,152 ) (1,862 ) Net intangible assets $ 341 $ 270
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS	SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS Year Ending December 31, 2022 $ 39 2023 39 2024 39 2025 39 2026 23 Thereafter 162 Total $ 341

OTHER FINANCIAL INFORMATION (Ta

OTHER FINANCIAL INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF ACCRUED EXPENSES	Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES 2021 2020 December 31, 2021 2020 Accrued payroll $ 1,397 $ 1,025 Accrued legal and other 990 412 Lab rebate liabilities 466 300 Total accrued liabilities $ 2,853 $ 1,737

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
SCHEDULE OF OUTSTANDING DEBT	As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands): SCHEDULE OF OUTSTANDING DEBT 2021 2020 December 31, 2021 2020 Empowered Dental loan, due December 2020 $ - $ 25 PPP loan maturing May 2022 1,265 (1) 1,265 (1) Total debt 1,265 1,290 Less current maturities 1,265 867 Long-term debt, net of current maturities $ - $ 423 (1) Please see caption below for further discussion of the terms of the PPP loan.

STOCK OPTIONS AND WARRANTS (Tab

STOCK OPTIONS AND WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2021
SCHEDULE OF STOCK OPTIONS	During the years ended December 31, 2021 and 2020, the Company issued stock options to purchase 969,000 429,012 5.23 7.50 1.50 7.50 220,001 26,667 SCHEDULE OF STOCK OPTIONS 2021 2020 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 2,302 $ 4.84 1.3 1,900 $ 4.29 3.1 Grants 969 5.23 429 7.50 Forfeited (220 ) 6.25 (27 ) 7.50 Exercised (200 ) (3) 1.65 - - Outstanding, end of year 2,851 (4) 4.96 3.3 2,302 (4) 4.84 1.3 Vested, end of year 1,898 (5) 4.53 2.7 1,673 (5) 4.10 2.5 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6 (4) As of December 31, 2021 and 2020, the aggregate intrinsic value of stock options outstanding was $ 0 3.1 (5) As of December 31, 2021 and 2020, the aggregate intrinsic value of vested stock options was $ 0 2.0
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE	SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2021 2020 Grant date closing price of Common Stock $ 5.23 $ 7.50 Expected term (years) 3.5 3.2 Risk-free interest rate 0.8 % 0.4 % Volatility 141 % 134 % Dividend yield 0 % 0 %
SCHEDULE OF WARRANT OUTSTANDING	The following table sets forth warrant activity for the years ended December 31, 2021 and 2020 (shares in thousands): SCHEDULE OF WARRANT OUTSTANDING 2021 2020 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 1,960 $ 7.44 3.5 33 $ 1.50 1.5 Grants of warrants: Underwriter pursuant to IPOs 276 (3) 7.50 403 (4) 7.50 Consultants for services 95 (5) 7.50 - - Acquisition of assets 200 (6) 7.50 - - Business combination 25 (7) 8.90 - - Contingent warrants - - 1,199 (8) $ 7.50 Settlement warrants - - 325 (9) 7.50 Outstanding, end of year 2,556 (10) 7.44 2.6 1,960 (10) 7.44 3.5 Vested, end of year 2,311 (11) 7.42 2.2 1,960 (11) 7.40 3.5 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) In connection with its registered underwritten follow-on offering in May 2021, the Company granted warrants to the underwriter that provide for the purchase of 276,000 7.50 1.5 (4) In connection with the IPO in December 2020, the Company granted warrants to the underwriter that provide for the purchase of 402,500 7.50 December 2025 (5) In March 2021, the Company granted warrants to consultants in exchange for services. Warrants issued in March 2021 provide for the purchase of an aggregate of 95,000 7.50 0.2 0.2 (6) In March 2021, the Company granted warrants in connection with the acquisition of certain assets from MyoCorrect, LLC (“MyoCorrect”) that provide for the purchase of up to 200,000 0.1 25,000 (7) In April, 2021, the Company granted warrants in connection with a business combination. Warrants granted in April 2021 provide for the purchase of an aggregate of 25,000 8.90 0.2 0.2 (8) Pursuant to the terms of the Series B Units and in connection with the IPO which qualified as a MC Event, approximately 1,199,000 125 7.50 6.00 (9) On October 22, 2020, two minority stockholders initiated a derivative demand which resulted in a settlement and release agreement that was entered into on November 6, 2020. Pursuant to the settlement, the Company issued warrants to purchase an aggregate of 325,000 7.50 (10) As of December 31, 2021 and 2020, the aggregate intrinsic value of warrants outstanding was $ 0 (11) As of December 31, 2021 and 2020, the aggregate intrinsic value of vested warrants was $ 0
Warrant [Member]
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE	SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2021 2020 Measurement date closing price of Common Stock (1) $ 7.44 $ 7.50 Contractual term (years) (2) 2.6 3.5 Risk-free interest rate 0.3 % 0.3 % Volatility 138 % 139 % Dividend yield 0 % 0 % (1) Weighted average grant price. (2) The valuation of warrants is based on the contractual term of the warrant rather than the expected term.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
SCHEDULE OF LOSS BEFORE INCOME TAX	For the years ended December 31, 2021 and 2020, the domestic and foreign components of loss before income taxes consist of the following (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX 2021 2020 Domestic $ (20,307 ) $ (12,072 ) International 19 15 Loss before income taxes $ (20,288 ) $ (12,057 )
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT)	For the years ended December 31, 2021 and 2020, income tax expense (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2021 2020 Current income tax benefit (expense): Federal $ - $ - States - - Total current income tax benefit (expense) - - Deferred income tax benefit (expense): Federal - - States - - Total deferred income tax benefit (expense) - - Total income tax expense (benefit) $ - $ -
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES	For the years ended December 31, 2021 and 2020, income tax benefit differed from amounts that would result from applying the U.S. statutory income tax rate of 21.0% to the Company’s loss before income taxes as follows (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES 2021 2020 Income tax benefit computed at federal statutory rate $ (4,261 ) $ (2,507 ) Permanent differences 109 1,622 State tax expenses (502 ) (181 ) Prior year adjustment to state NOL (275 ) Change in valuation allowance 4,929 1,066 Total income tax benefit $ - $ -
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	As of December 31, 2021 and 2020, the principal components of deferred tax assets and liabilities were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Deferred tax assets: Net operating loss carryforwards 9,150 5,105 Stock based compensation 1,005 609 Other 699 336 Total deferred tax assets before valuation allowance 10,854 6,050 Valuation allowance (10,766 ) (5,837 ) Total deferred income tax assets after valuation allowance 88 213 Deferred tax liabilities: Property, equipment and intangibles (88 ) (213 ) Other - - Total deferred income tax liabilities (88 ) (213 ) Net deferred tax assets and liabilities $ - $ -

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF FUTURE RENTAL PAYMENTS OF LEASES	Future rental payments over the term of the Company’s leases are as follows (in thousands): SCHEDULE OF FUTURE RENTAL PAYMENTS OF LEASES Years Ending December 31, 2022 $ 491 2023 479 2024 495 2025 440 2026 345 Thereafter 555 Total operating lease payments $ 2,805

NET LOSS PER SHARE OF COMMON _2

NET LOSS PER SHARE OF COMMON STOCK (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING	Presented below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts): SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING 2021 2020 Calculation of Numerator: Net loss $ (20,288 ) (12,057 ) Warrant beneficial conversion - (3,598 ) (1) Accretion of Series A Preferred Stock redemption amount - (2,333 ) (2) Loss applicable to common stockholders $ (20,288 ) $ (17,988 ) Calculation of Denominator: Weighted average number of shares of Common Stock outstanding 21,233 12,869 Net loss per share of Common Stock (basic and diluted) $ (0.96 ) $ (1.40 ) (1) Represents the beneficial conversion feature related to warrants issued in settlement as discussed in Note 9. (2) Represents accretion of the Series A Preferred Stock redemption premium discussed in Note 8.
SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE	As of December 31, 2021, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share of Common Stock since the impact of inclusion was antidilutive (in thousands): SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE 2021 2020 Common stock warrants 2,556 1,960 Common stock options 2,851 2,302 Total 5,407 4,262

ORGANIZATION, DESCRIPTION AND_3

ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Millions	May 08, 2020	Dec. 31, 2021	Jan. 02, 2022
Property, Plant and Equipment [Line Items]
Acquired finite lived intangible assets weighted average useful life		5 years
Debt recieved through small business administration	$ 1.3
Income tax examination description		greater than 50 percent likelihood
Payroll Protection Program [Member]
Property, Plant and Equipment [Line Items]
Debt recieved through small business administration	$ 1.3
Patents [Member]
Property, Plant and Equipment [Line Items]
Acquired finite lived intangible assets weighted average useful life		15 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		4 years
Minimum [Member] | Subsequent Event [Member] | Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member]
Property, Plant and Equipment [Line Items]
Operating lease, non current			$ 2.2
Operating lease right of use asset			1.5
Minimum [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		5 years
Maximum [Member] | Subsequent Event [Member] | Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member]
Property, Plant and Equipment [Line Items]
Operating lease, non current			2.4
Operating lease right of use asset			$ 1.7
Maximum [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		7 years

LIQUIDITY (Details Narrative)

LIQUIDITY (Details Narrative) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	May 31, 2021	Oct. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Retained Earnings (Accumulated Deficit)			$ 55,623	$ 35,335
Net Income (Loss) Attributable to Parent			20,288	12,057
Net Cash Provided by (Used in) Operating Activities			15,735	5,680
Stock issued during period shares initial in public offering		300,000
Stock issued during period value initial public offering			27,930	22,290
Cash and cash equivalents			24,030	18,206
Liabilities			$ 8,150	$ 8,410
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period shares initial in public offering			4,000,000
Stock issued during period value initial public offering			$ 21,600
Underwritten [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period shares initial in public offering			4.6
Stock issued during period value initial public offering	$ 25,400

SCHEDULE OF REVENUE FROM CONTRA

SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue		$ 16,885	$ 13,066
Appliance Sales To VIP [Member]
Disaggregation of Revenue [Line Items]
Total revenue	[1]	6,040	4,548
Center Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue		480	342
Product [Member]
Disaggregation of Revenue [Line Items]
Total revenue		6,520	4,890
VIP [Member]
Disaggregation of Revenue [Line Items]
Total revenue		8,517	7,541
Billing Intelligence Services [Member]
Disaggregation of Revenue [Line Items]
Total revenue		905	620
Management Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue		313
Sponsorship Seminar Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue		630	15
Service [Member]
Disaggregation of Revenue [Line Items]
Total revenue		$ 10,365	$ 8,176
[1]	Please see caption below for further discussion of the terms of the PPP loan.

SCHEDULE OF CONTRACT LIABILITY

SCHEDULE OF CONTRACT LIABILITY (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Beginning balance	$ 2,938	$ 2,948
New contracts net of cancellation	7,978	7,531
Revenue recognized	(8,517)	(7,541)
Ending balance	$ 2,399	$ 2,938

RECEIVABLES, CONTRACT ASSETS _3

RECEIVABLES, CONTRACT ASSETS AND CONTRACT LIABILITIES (Details Narrative) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Cost of goods sold	$ 0.1	$ 0.1

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 4,068	$ 1,673
Less accumulated depreciation	(1,243)	(801)
Net Property and equipment	2,825	872
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	1,394	936
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	2,387	519
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	212	143
Molds [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 75	$ 75

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 0.4	$ 0.3

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Total goodwill	$ 2,843	$ 2,671
Vivos Solutions [Member]
Finite-Lived Intangible Assets [Line Items]
Total goodwill	2,619	2,619
Empowered Dental [Member]
Finite-Lived Intangible Assets [Line Items]
Total goodwill	52	52
Lyon Dental [Member]
Finite-Lived Intangible Assets [Line Items]
Total goodwill	$ 172

SCHEDULE OF IDENTIFIABLE INTANG

SCHEDULE OF IDENTIFIABLE INTANGIBLES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 2,493	$ 2,132
Less accumulated amortization	(2,152)	(1,862)
Net intangible assets	341	270
Patents And Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	2,136	1,775
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	330	330
Other Intangible [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 27	$ 27

SCHEDULE OF ESTIMATED FUTURE AM

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 39
2023	39
2024	39
2025	39
2026	23
Thereafter	162
Total	$ 341	$ 270

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 14, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2020
Restructuring Cost and Reserve [Line Items]
Fair value				$ 7.50
Goodwill		$ 2,843	$ 2,671
Amortization of Intangible Assets		300	$ 400
Lyon Management And Consulting [Member]
Restructuring Cost and Reserve [Line Items]
Cash	$ 200	200
Warrants	25,000
Fair value	$ 8.90
Goodwill		$ 400

SCHEDULE OF ACCRUED EXPENSES (D

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued payroll	$ 1,397	$ 1,025
Accrued legal and other	990	412
Lab rebate liabilities	466	300
Total accrued liabilities	$ 2,853	$ 1,737

OTHER FINANCIAL INFORMATION (De

OTHER FINANCIAL INFORMATION (Details Narrative) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Total consideration	$ 1.2
Notes Receivables	$ 1
Interest Rate	6.00%
Discount on the notes receivable	$ 0.1
Interest Income		$ 0.1	$ 0.1

SCHEDULE OF OUTSTANDING DEBT (D

SCHEDULE OF OUTSTANDING DEBT (Details) - USD ($) $ in Thousands		Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Empowered Dental loan, due December 2020			$ 25
PPP loan maturing May 2022	[1]	1,265	1,265
Total debt		1,265	1,290
Less current maturities		1,265	867
Long-term debt, net of current maturities			$ 423
[1]	Please see caption below for further discussion of the terms of the PPP loan.

SCHEDULE OF OUTSTANDING DEBT _2

SCHEDULE OF OUTSTANDING DEBT (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2021
Empowered Dental Loan [Member]
Short-term Debt [Line Items]
Debt instrument maturity date	2020-12
Payroll Protection Program [Member]
Short-term Debt [Line Items]
Debt instrument maturity date	2022-05

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	May 08, 2020	Dec. 31, 2020	Apr. 30, 2019	Nov. 30, 2018	Dec. 31, 2020	Mar. 31, 2021
Debt Instrument [Line Items]
Debt instrument interest rate			6.00%
Debt instrument through small business Administrations	$ 1,300,000
Interest rate on loan	1.00%
Debt instrument maturity date	May 5, 2022
Aggregate gross cash consideration			$ 10,000,000
Debt conversion description			(a) seventy-five percent (75%) of the price per share (or conversion price per share as the case may be) of New Securities paid by the investors in such Qualified Financing if the Qualified Financing occurs on or prior to December 31, 2019 and (b) fifty percent (50%) of the price per share (or conversion price per share as the case may be) of New Securities paid by the investors in such Qualified Financing if the Qualified Financing occurs after December 31, 2019; provided, however, that in no event for purposes of any mandatory conversion shall the Loan Balance be convertible at a price lower than $7.50 per share, which shall serve as a floor price
Principal and interest Periodic payment		$ 100,000
Series B Preferred Stock [Member]
Debt Instrument [Line Items]
Exchange of debt principal and interest					$ 2,900,000
Common Class A [Member]
Debt Instrument [Line Items]
Debt principal					800,000
Common Class A [Member] | 2019 Notes [Member]
Debt Instrument [Line Items]
Debt accrued interest					$ 26,000
Minimum [Member]
Debt Instrument [Line Items]
Debt issuance cost						$ 100,000
Purchase Agreement [Member]
Debt Instrument [Line Items]
Debt instrument convertible conversion price				$ 7.50
Debt instrument interest rate				10.00%
Extended maturity date				Dec. 31, 2020
Purchase Agreement [Member] | Empowered Dental Lab LLC [Member]
Debt Instrument [Line Items]
Convertible debt				$ 25,000

PREFERRED STOCK (Details Narrat

PREFERRED STOCK (Details Narrative) $ / shares in Units, $ in Thousands	Jan. 09, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Oct. 31, 2020$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Jan. 31, 2021USD ($)	May 31, 2017$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares authorized		50,000,000		50,000,000	50,000,000
Preferred stock series B, par value | $ / shares		$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock accretion | $					$ 2,300
Number of redeemed shares, value | $		$ 2,200			2,200	$ 1,500
Proceeds from preferred stock | $					$ 2,452
Number of shares issued			300,000
Warrant exercise price | $ / shares			$ 7.50
IPO [Member]
Class of Stock [Line Items]
Number of shares issued				4,000,000
Warrants to purchase common stock		402,500,000			402,500,000
Warrant exercise price | $ / shares		$ 7.50			$ 7.50
IPO [Member] | Contingent Warrants [Member]
Class of Stock [Line Items]
Warrant exercise price | $ / shares				$ 6
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000,000			1,000,000
Number of redeemed shares					730,000
Number of redeemed shares, value | $					$ 3,700
Series A Preferred Stock [Member] | IPO [Member]
Class of Stock [Line Items]
Number of redeemed shares					700,000
Number of redeemed shares, value | $					$ 3,500
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,200,000			1,200,000
Sale of stock price | $ / shares	$ 15
Series B Preferred Stock [Member] | Contingent Warrants [Member]
Class of Stock [Line Items]
Warrants exercise price percentage	125.00%			125.00%
Series B Units [Member]
Class of Stock [Line Items]
Proceeds from preferred stock | $					$ 2,500
Number of shares issued					163,500
Exchange of debt principal and interest | $					$ 2,900
Series B Units [Member] | IPO [Member]
Class of Stock [Line Items]
Number of shares exchange					196,258
Offering cost | $					$ 100
Warrant exercise price | $ / shares		$ 7.50			$ 7.50
Series B Preferred [Member] | IPO [Member]
Class of Stock [Line Items]
Debt instrument shares converted		1,199,195
Board of directors [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,200,000	50,000,000		47,800,000	50,000,000
Preferred stock series B, par value | $ / shares	$ 0.0001
Share issuance price | $ / shares	$ 15
Proceeds from preferred stock | $	$ 15,000
Board of directors [Member] | Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock redeemable, percentage				20.00%
Preferred stock reedemable | $				$ 1,000
Board of directors [Member] | Series A Preferred Stock [Member] | Definitive Purchase Agreement [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							1,000,000
Preferred stock series B, par value | $ / shares							$ 5
Board of directors [Member] | Series B Preferred Stock [Member]
Class of Stock [Line Items]
Conversion price percentage	0.75
Shareholder [Member]
Class of Stock [Line Items]
Warrants to purchase common stock		1,199,195			1,199,195

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	May 31, 2021	Oct. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized			200,000,000	200,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares authorized			50,000,000	50,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Number of shares issued		300,000
Proceeds from issuance of common stock			$ 27,930	$ 22,290
Series B Preferred [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs				$ 70
Conversion of shares				1,199,195
May 2021 Follow on Offering Costs [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	4,600,000
Issuance price	$ 6
Proceeds from initial underwitten public offeing	$ 27,600
Proceeds from issuance of common stock	25,400
Underwriting discounts and commissions and offering expenses	$ 2,200
Initial Underwritten Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued				4,025,000
Proceeds from initial underwitten public offeing				$ 21,600

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details) - $ / shares shares in Thousands		12 Months Ended
		Dec. 31, 2021		Dec. 31, 2020		Dec. 31, 2019
Stock Options And Warrants
Number of Stock Options, Options outstanding, Beginning balance		2,302	[1]	1,900
Weighted Average Exercise Price, Options outstanding, Beginning balance	[2]	$ 4.84		$ 4.29
Weighted Average Remaining Contractual Life, Options outstanding, Ending balance	[3]	3 years 3 months 18 days		1 year 3 months 18 days		3 years 1 month 6 days
Number of Stock Options, Granted		969		429
Weighted Average Exercise Price, Granted	[2]	$ 5.23		$ 7.50
Number of Stock Options, Forfeited		(220)		(27)
Weighted Average Exercise Price, Forfeited	[2]	$ 6.25		$ 7.50
Number of Stock Options, Exercised	[4]	(200)
Weighted Average Exercise Price, Exercised	[2]	$ 1.65
Number of Stock Options, Options outstanding, Ending balance		2,851	[1]	2,302	[1]	1,900
Weighted Average Exercise Price, Options outstanding, Ending balance	[2]	$ 4.96		$ 4.84		$ 4.29
Number of Stock Options, Options Vested, Ending balance	[5]	1,898		1,673
Weighted Average Exercise Price, Vested outstanding, Ending balance	[2]	$ 4.53		$ 4.10
Weighted Average Remaining Contractual Life, Vested outstanding, Ending balance	[3]	2 years 8 months 12 days		2 years 6 months
[1]	As of December 31, 2021 and 2020, the aggregate intrinsic value of stock options outstanding was $ 0 3.1
[2]	Represents the weighted average exercise price.
[3]	Represents the weighted average remaining contractual term until the stock options expire.
[4]	On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6
[5]	As of December 31, 2021 and 2020, the aggregate intrinsic value of vested stock options was $ 0 2.0

SCHEDULE OF STOCK OPTIONS (De_2

SCHEDULE OF STOCK OPTIONS (Details) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Shares issued on exercise of stock option	$ 330
Aggregate intrinsic value stock options	0	$ 3,100
Aggregate intrinsic value	0	$ 2,000
Common Stock [Member]
Shares issued on exercise of stock option
Common Stock [Member] | Employee Stock [Member]
Shares issued on exercise of stock option	$ 600

SCHEDULE OF WEIGHTED AVERAGE AS

SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE (Details) - $ / shares		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Measurement date closing price of Common stock		$ 5.23	$ 7.50
Expected term (years)		3 years 6 months	3 years 2 months 12 days
Risk-free interest rate		0.80%	0.40%
Volatility		141.00%	134.00%
Expected dividend yield		0.00%	0.00%
Warrant [Member]
Measurement date closing price of Common stock	[1]	$ 7.44	$ 7.50
Expected term (years)	[2]	2 years 7 months 6 days	3 years 6 months
Risk-free interest rate		0.30%	0.30%
Volatility		138.00%	139.00%
Expected dividend yield		0.00%	0.00%
[1]	Weighted average grant price.
[2]	The valuation of warrants is based on the contractual term of the warrant rather than the expected term.

SCHEDULE OF WARRANT OUTSTANDING

SCHEDULE OF WARRANT OUTSTANDING (Details) - $ / shares		12 Months Ended
		Dec. 31, 2021		Dec. 31, 2020
IPO [Member]
Warrants Outstanding, beginning balance		402,500,000
Price, beginning balance		$ 7.50
Warrants Outstanding, Ending balance				402,500,000
Price, Ending balance				$ 7.50
Series B Preferred [Member] | IPO [Member]
Warrants issued		1,199,000
Underwriter Pursuant To IPO [Member]
Grants of warrants: Settlement warrants, shares		276,000	[1]	403,000	[2]
Grants of warrants: Settlement warrants, Price	[3]	$ 7.50		$ 7.50
Consultants For Services [Member]
Grants of warrants: Settlement warrants, shares		95,000	[4]
Grants of warrants: Settlement warrants, Price	[3]	$ 7.50
Acquisition of Assets [Member]
Grants of warrants: Settlement warrants, shares		200,000	[5]
Grants of warrants: Settlement warrants, Price		$ 7.50
Business Combination [Member]
Grants of warrants: Settlement warrants, shares		25,000	[6]		[3]
Grants of warrants: Settlement warrants, Price	[3]	$ 8.90
Contingent Warrants [Member]
Grants of warrants: Settlement warrants, shares				1,199,000	[7]
Grants of warrants: Settlement warrants, Price	[3]			$ 7.50
Settlement Warrants [Member]
Grants of warrants: Settlement warrants, shares				325,000	[8]
Grants of warrants: Settlement warrants, Price	[3]			$ 7.50
Warrant [Member]
Warrants Outstanding, beginning balance		1,960,000	[9]	33,000
Price, beginning balance	[3]	$ 7.44		$ 1.50
Weighted Average Remaining Contractual Life, Warrants outstanding, Beginning balance	[10]	3 years 6 months		1 year 6 months
Warrants Outstanding, Ending balance	[9]	2,556,000		1,960,000
Price, Ending balance	[3]	$ 7.44		$ 7.44
Weighted Average Remaining Contractual Life, Warrants outstanding, Ending balance	[10]	2 years 7 months 6 days		3 years 6 months
Warrants Vested, Ending balance	[11]	2,311,000		1,960,000
Vested Price, Ending balance	[3]	$ 7.42		$ 7.40
Weighted Average Remaining Contractual Life, Warrants Vested, Ending balance	[10]	2 years 2 months 12 days		3 years 6 months
[1]	In connection with its registered underwritten follow-on offering in May 2021, the Company granted warrants to the underwriter that provide for the purchase of 276,000 7.50 1.5
[2]	In connection with the IPO in December 2020, the Company granted warrants to the underwriter that provide for the purchase of 402,500 7.50 December 2025
[3]	Represents the weighted average exercise price.
[4]	In March 2021, the Company granted warrants to consultants in exchange for services. Warrants issued in March 2021 provide for the purchase of an aggregate of 95,000 7.50 0.2 0.2
[5]	In March 2021, the Company granted warrants in connection with the acquisition of certain assets from MyoCorrect, LLC (“MyoCorrect”) that provide for the purchase of up to 200,000 0.1 25,000
[6]	In April, 2021, the Company granted warrants in connection with a business combination. Warrants granted in April 2021 provide for the purchase of an aggregate of 25,000 8.90 0.2 0.2
[7]	Pursuant to the terms of the Series B Units and in connection with the IPO which qualified as a MC Event, approximately 1,199,000 125 7.50 6.00
[8]	On October 22, 2020, two minority stockholders initiated a derivative demand which resulted in a settlement and release agreement that was entered into on November 6, 2020. Pursuant to the settlement, the Company issued warrants to purchase an aggregate of 325,000 7.50
[9]	As of December 31, 2021 and 2020, the aggregate intrinsic value of warrants outstanding was $ 0
[10]	Represents the weighted average remaining contractual term until the warrants expire.
[11]	As of December 31, 2021 and 2020, the aggregate intrinsic value of vested warrants was $ 0

SCHEDULE OF WARRANT OUTSTANDI_2

SCHEDULE OF WARRANT OUTSTANDING (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands

Jan. 09, 2020

Mar. 31, 2021

Dec. 31, 2021

May 31, 2021

Apr. 30, 2021

Mar. 29, 2021

Dec. 31, 2020

Oct. 31, 2020

Oct. 22, 2020

Dec. 31, 2019

Warrants exercise price

$ 7.50

Warrants outstanding

$ 0

$ 0

Share price

$ 5.23

$ 7.50

Vested warrants

$ 0

$ 0

Warrant [Member]

Warrants to purchase

2,556,000

[1]

1,960,000

[1]

33,000

Warrants exercise price

[2]

$ 7.44

$ 7.44

$ 1.50

Share price

[3]

$ 7.44

$ 7.50

Warrant One [Member]

Warrants outstanding

$ 200

Share based compensation

$ 200

Contingent Warrants [Member] | Series B Preferred Stock [Member]

Warrants exercise price percentage

125.00%

125.00%

Settlement Warrants [Member]

Warrants to purchase

325,000

Warrants exercise price

$ 7.50

Myo Correct Agreement [Member] | Warrant [Member]

Purchase of shares

25,000,000

Myo Correct Agreement [Member] | Maximum [Member]

Warrants to purchase

200,000

Warrants outstanding

$ 100

Asset Purchase Agreement [Member] | Warrant [Member]

Warrants to purchase

25,000,000

Consultant [Member]

Warrants to purchase

95,000

Warrants exercise price

$ 7.50

Warrants outstanding

$ 200

Share based compensation

$ 200

Over-Allotment Option [Member]

Warrants to purchase

276,000,000

Warrants exercise price

$ 7.50

Warrants outstanding

$ 1,500

IPO [Member]

Warrants to purchase

402,500,000

Warrants exercise price

$ 7.50

IPO [Member] | Series B Preferred [Member]

Share price

$ 7.50

IPO [Member] | Warrant [Member]

Warrants exercise price

$ 8.90

IPO [Member] | Contingent Warrants [Member]

Warrants exercise price

$ 6

[1]

As of December 31, 2021 and 2020, the aggregate intrinsic value of warrants outstanding was $ 0

[2]

Represents the weighted average exercise price.

[3]

Weighted average grant price.

STOCK OPTIONS AND WARRANTS (Det

STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 28, 2021	Jun. 18, 2020	Apr. 30, 2019	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value		$ 4.96	$ 4.84
Weighted average remaining term	[1]	3 years 3 months 18 days	1 year 3 months 18 days	3 years 1 month 6 days
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation Expense		$ 2.7	$ 2.2
Unrecognized expense		$ 4.8
Weighted average remaining term		2 years 10 months 24 days
Shareholder [Member] | 2017 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance								1,333,333
Shareholder [Member] | 2019 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance							333,334
Common stock available for issuance shares					2,366,667	2,033,333
[1]	Represents the weighted average remaining contractual term until the stock options expire.

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Oct. 22, 2020	Dec. 31, 2020	Nov. 30, 2020	Oct. 31, 2020	Aug. 31, 2020	Jul. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Monthly fee		$ 100,000
Number of shares issued				300,000
Options shares purchsed							969,000	429,000
Warrants purchased value		$ 0					$ 0	$ 0
Legal fees				$ 50,000
Aggregate purchase price				$ 1,800,000				$ 2,403,000
Separation Agreements [Member]
Related Party Transaction [Line Items]
Shares issued price per share					$ 7.50
Options shares purchsed					33,334	16,667
Warrants to purchase common stock					16,667
Warrants purchased value					$ 300,000
Agreement description					If the Company was unable to close a qualified financing, as defined in the agreement of at least $3 million of equity or equity-linked securities by September 15, 2020 (as was extended up to October 28, 2020), a modified consideration would include 16,667 shares of unrestricted, fully vested common stock, a grant of stock options to purchase 33,334 shares of common stock at a price of $7.50 that will be fully vested and exercisable and $22 thousand in cash
Share based compensation arrangement cash					$ 22,000
Cash and equity issuances					$ 300,000
Settlement and Release Agreement [Member]
Related Party Transaction [Line Items]
Warrants to purchase common stock	325,000
Warrant description								In consideration of such withdrawal and releases, the members of the Stockholder Group have received: (i) an aggregate of 300,000 shares of Company common stock and (ii) warrants to purchase an aggregate of 325,000 shares of common stock (see Note 9). Such warrants (x) will be exercisable on a cash only basis at a strike price of 125% of the public offering price per share in a Company qualified public offering of more than $10 million, (y) will be exercisable for a period of 36 months, beginning six months after the consummation of a qualified public offering and ending on the forty-second month anniversary of a Company qualified public offering
Aggregate purchase price	$ 300,000
Warrant strike price	125.00%
Issuance of public offerings	$ 10,000,000
Settlement and Release Agreement [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Legal fees	$ 50,000
Series B Preferred Stock [Member] | Separation Agreements [Member]
Related Party Transaction [Line Items]
Options shares purchsed					13,575
2019 Notes [Member] | Series B Preferred Stock [Member]
Related Party Transaction [Line Items]
Debt conversion of share value								$ 200,000
2020 Notes [Member] | Series B Preferred Stock [Member]
Related Party Transaction [Line Items]
Debt conversion of shares								45,252
Former Secretary and Director [Member]
Related Party Transaction [Line Items]
Number of shares issued								254,902
Director [Member]
Related Party Transaction [Line Items]
Shares issued price per share			$ 7.50
Options shares purchsed			33,334
Share based compensation arrangement cash			$ 47,000
Unrestricted, fully vested common stock shares			16,667
Legal fees			$ 25,000
Director [Member] | Series A Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of redeemed shares								730,000
Shares issued price per share		$ 5						$ 5
Number of redeemed shares, value								$ 3,700,000
Due to related parties current		$ 2,000,000						$ 2,000,000
Directors Officers Employee and Consultatants [Member]
Related Party Transaction [Line Items]
Options shares purchsed							539,000	429,012
Upeva, Inc [Member]
Related Party Transaction [Line Items]
Monthly fee							$ 10,000
Owed amount		$ 10,000						$ 10,000
Spire Family Holdings [Member] | Former Secretary and Director [Member]
Related Party Transaction [Line Items]
Number of shares issued								254,902

SCHEDULE OF LOSS BEFORE INCOME

SCHEDULE OF LOSS BEFORE INCOME TAX (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (20,307)	$ (12,072)
International	19	15
Loss before income taxes	$ (20,288)	$ (12,057)

SCHEDULE OF INCOME TAX EXPENSE

SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal
States
Total current income tax benefit (expense)
Federal
States
Total deferred income tax benefit (expense)
Total income tax expense (benefit)

SCHEDULE OF INCOME TAX EXPENS_2

SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit computed at federal statutory rate	$ (4,261)	$ (2,507)
Permanent differences	109	1,622
State tax expenses	(502)	(181)
Prior year adjustment to state NOL	(275)
Change in valuation allowance	4,929	1,066
Total income tax expense (benefit)

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 9,150	$ 5,105
Stock based compensation	1,005	609
Other	699	336
Total deferred tax assets before valuation allowance	10,854	6,050
Valuation allowance	(10,766)	(5,837)
Total deferred income tax assets after valuation allowance	88	213
Property, equipment and intangibles	(88)	(213)
Other
Total deferred income tax liabilities	(88)	(213)
Net deferred tax assets and liabilities

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Deferred tax valuation allowance	$ 10,766	$ 5,837
Change in valuation allowance	4,900
Net operating loss carry forwards	$ 38,400
Operating loss expire term	expire in 2036
Remaining federal net operating losses	$ 35,100
Interest and penalties accrued
Expire in 2036 [Member]
Net operating loss carry forwards	$ 3,300

SCHEDULE OF FUTURE RENTAL PAYME

SCHEDULE OF FUTURE RENTAL PAYMENTS OF LEASES (Details) $ in Thousands	Dec. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 491
2023	479
2024	495
2025	440
2026	345
Thereafter	555
Total operating lease payments	$ 2,805

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
For cash, net of issuance costs, shares	300,000
Fair value of common stock	$ 1,800		$ 2,403
Reimbursement for legal fee	$ 50
Fair value	$ 7.50
Litigation settlement			3,331
Rent lease expense		$ 600	500
Emplyee contribution compensation description		The Company matches the entire amount of the employee contributions up to 3% of the participating employee’s compensation, and then 50% of employee contributions between 4% and 5% of the participating employee’s compensation.
Employee contribution percentage		50.00%
Matching contribution percentage		100.00%
Total contribution		$ 400	300
Common Stock [Member]
Fair value of common stock
Warrants	325,000
Estimated fair value of warrants	$ 1,500

SCHEDULE OF COMPUTATION OF ANTI

SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (20,288)	$ (12,057)
Warrant beneficial conversion feature		(3,598)	[1]
Accretion of Series A Preferred Stock redemption amount		(2,333)	[2]
Net loss attributable to common stockholders	$ (20,288)	$ (17,988)
Weighted average number of shares of Common Stock outstanding	21,233	12,869
Net loss per share of Common Stock (basic and diluted)	$ (0.96)	$ (1.40)
[1]	Represents the beneficial conversion feature related to warrants issued in settlement as discussed in Note 9.
[2]	Represents accretion of the Series A Preferred Stock redemption premium discussed in Note 8.

SCHEDULE OF OUTSTANDING COMMON

SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,407	4,262
Common Stock Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,556	1,960
Common Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,851	2,302

FINANCIAL INSTRUMENTS AND SIG_2

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Cash and cash equivalents	$ 24,030	$ 18,206
UNITED STATES
Cash and cash equivalents	$ 24,000	$ 18,200

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		Feb. 25, 2022	Feb. 07, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2020
Subsequent Event [Line Items]
Issuance of stock option exercised	[1]			200,000
Fair value						$ 7.50
Subsequent Event [Member]
Subsequent Event [Line Items]
Gross proceeds from offerings			$ 75
Subsequent Event [Member] | Employees and Officer [Member]
Subsequent Event [Line Items]
Issuance of stock option exercised		290,000
Subsequent Event [Member] | Employees and Officer [Member]
Subsequent Event [Line Items]
Share issuance price		$ 3.27
Subsequent Event [Member] | Consultants [Member]
Subsequent Event [Line Items]
Warrants		80,000
Fair value		$ 3.27
[1]	On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6