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STOCK OPTIONS AND WARRANTS | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK OPTIONS AND WARRANTS | NOTE 11 – STOCK OPTIONS AND WARRANTS Stock Options In 2017, our shareholders approved the adoption of a stock and option award plan (the “2017 Plan”), under which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our shareholders have approved a total reserve of 53,333 shares of Common Stock for issuance under the 2017 Plan. On September 22, 2023, our stockholders approved an amendment and restatement of the 2019 Plan to increase the number shares or our Common Stock available for issuance thereunder by 80,000 shares of Common Stock such that, after amendment and restatement of the 2019 Plan, 126,667 shares of Common Stock are available for issuance under the 2019 Plan. As of September 30, 2025, awards (in the form of options) for an aggregate of 174,380 shares of Common Stock have been issued under our 2019 Plan. A total of 287 shares remaining for issuance were retired with the approval and adoption of the 2024 Omnibus Plan (as further described below). On November 26, 2024, our shareholders approved and adopted the Vivos Therapeutics, Inc. 2024 Omnibus Equity Incentive Plan (or the “2024 Omnibus Plan”). The 2024 Omnibus Plan automatically replaced and superseded the 2019 Plan. Under the 2024 Omnibus Plan, a total of 1,600,000 shares are available for future use. No awards are to be granted under the 2019 Plan or any other prior plan on or after the effective date of the 2024 Omnibus Plan and after the 2024 Omnibus Plan became effective any unused shares left in the 2019 Plan are to be retired. We anticipate that the 1,600,000 shares will allow the 2024 Omnibus Plan to operate for several years, although this could change based on other factors, including but not limited to merger and acquisition activity. The purpose of the 2024 Omnibus Plan is to promote the success and enhance the value of the Company by linking the personal interest of the participants to those of our stockholders by providing the participants with an incentive for outstanding performance. Any non-employee director, officer, employee or consultant of the Company or its subsidiaries or affiliates will be eligible to participate in the 2024 Omnibus Plan. As of September 30, 2025, we had five non-employee directors, two officers, 260 employees and three consultants, although we expect that, based on our current usage, awards will be generally limited to approximately five non-employee directors, two officers, ten employees, and three consultants. The 2024 Omnibus Plan provides for the grant of options to purchase shares of our Common Stock, including stock options intended to qualify as incentive stock options (“ISOs”) under Section 422 of the Code and nonqualified stock options that are not intended to so qualify (“NQSOs”), stock appreciation rights (“SARs”), restricted stock awards, and other equity-based or equity-related awards including restricted stock units and performance units (each, an “Award”). As of September 30, 2025, awards (in the form of options) for an aggregate of 1,110,487 shares of Common Stock have been issued under our 2024 Omnibus Plan. During the nine months ended September 30, 2025, the Company granted no stock options. For the same period ended September 30, 2024, the Company granted stock options to purchase 105,000 shares of Common Stock at a weighted average price of $2.38 per share. During the nine months ended September 30, 2025, the Company granted Restricted Stock Units (“RSU”) for 90,000 shares, of which 60,000 were valued at $6.00 and 30,000 were valued at $4.72. No RSU’s were granted during the nine months ended September 30, 2024. The following table summarizes all stock options as of September 30, 2025 (shares in thousands): SCHEDULE OF STOCK OPTIONS
|  | 2025 |
|  | Shares |  |  | Price (1) |  |  | Term (2) |
Outstanding, at December 31, 2024 |  |  | 1,238 |  |  | $ | 8.80 |  |  |  | 8.5 |
Granted |  |  | - |  |  |  | - |  |  |  |  |
Forfeited |  |  | (13 | ) |  |  | - |  |  |  |  |
Exercised |  |  | - |  |  |  | - |  |  |  |  |
Outstanding, at September 30 |  |  | 1,225 | (3) |  | $ | 7.04 |  |  |  | 7.8 |
Exercisable, at September 30 |  |  | 163 | (4) |  |  | 29.28 |  |  |  | 2.5 |
(1) | Represents the weighted average exercise price.
(2) | Represents the weighted average remaining contractual term until the stock options expire.
(3) | As of September 30, 2025, the aggregate intrinsic value of stock options outstanding was $0.
(4) | As of September 30, 2025, the aggregate intrinsic value of exercisable stock options was $0.
There were no stock options granted for the three and nine months ended September 30, 2025. For the three months ended September 30, 2025 and 2024, the Company recognized approximately $0.1 million of share-based compensation expense. For the nine months ended September 30, 2025 and 2024, the Company recognized approximately $0.6 million and $0.7 million of share-based compensation expense relating to the vesting of stock options, respectively. Unrecognized expense relating to these awards as of September 30, 2025 was approximately $2.8 million, which will be recognized over the weighted average remaining term of 7.8 years. Warrants The following table sets forth activity with respect to the Company’s warrants to purchase Common Stock for the nine months ended September 30, 2025 (shares in thousands): SCHEDULE OF WARRANT OUTSTANDING
|  | 2025 |
|  | Shares |  |  | Price (1) |  |  | Term (2) |
Outstanding, at December 31, 2024 |  |  | 9,658 |  |  | $ | 3.22 |  |  |  | 3.9 |
Grants of warrants: |  |  |  |  |  |  |  |  |  |  |  |
Private placement |  |  | 3,055 |  |  |  |  |  |  |  |  |
Warrant inducement |  |  | - |  |  |  |  |  |  |  |  |
Exercised |  |  | (180 | ) |  |  |  |  |  |  |  |
Forfeited |  |  | (735 | ) |  |  |  |  |  |  |  |
Outstanding, at June 30 |  |  | 11,798 | (3) |  | $ | 2.69 |  |  |  | 3.6 |
Exercisable, at June 30 |  |  | 11,745 | (4) |  | $ | 2.60 |  |  |  | 3.5 |
(1) | Represents the weighted average exercise price.
(2) | Represents the weighted average remaining contractual term until the warrants expire.
(3) | As of September 30, 2025, the aggregate intrinsic value of warrants outstanding was $0 million.
(4) | As of September 30, 2025, the aggregate intrinsic value of warrants exercisable was $0 million.
No warrants were granted for the three months ended September 30, 2025. For the nine months ended September 30, 2025, the valuation assumptions for warrants issued were estimated on the measurement date using the BSM option-pricing model with the following weighted-average assumptions:
|  | 2025 |
Measurement date closing price of Common Stock (1) |  | $ | 2.14 |
Contractual term (years) (2) |  |  | 4.0 |
Risk-free interest rate |  |  | 4.0 | %
Volatility |  |  | 148 | %
Dividend yield |  |  | 0 | %
| (1) | Weighted average grant price.
| (2) | The valuation of warrants is based on the expected term.

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