DEF: Vivos Inc. Schedules 2026 Annual Meeting, Proposes New Incentive Plan

Vivos Inc. has announced its 2026 Annual Meeting of Stockholders, scheduled for December 9, 2026, to elect directors, approve a new incentive plan, and ratify auditor appointments, with materials available online.

Summary

• Vivos Inc. is holding its 2026 Annual Meeting of Stockholders virtually on December 9, 2026, at 11:00 a.m. Pacific Daylight Time.
• The meeting agenda includes the election of two directors, approval of the 2026 Omnibus Securities and Incentive Plan, and ratification of Fruci & Associates II, PLLC as independent auditors for fiscal year 2026.
• Proxy materials and the Annual Report for the year ended December 31, 2025, were mailed to stockholders on or about November 9, 2026.
• Stockholders can attend the virtual meeting by registering at www.viewproxy.com/VIVOS/2026 and will receive an invitation with a unique join link.
• The Record Date for determining stockholders entitled to vote is November 2, 2026.
• The company's Board of Directors unanimously recommends voting FOR all proposals.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily focused on routine corporate governance and shareholder engagement for an upcoming annual meeting. While it outlines standard proposals, it lacks significant financial performance updates or strategic shifts that would strongly influence sentiment.

Positives

• The company is actively engaging with shareholders through its annual meeting and providing access to proxy materials and the annual report.
• The proposed 2026 Omnibus Securities and Incentive Plan aims to attract, retain, and motivate key employees and directors, aligning their interests with shareholders.
• The company is seeking to ratify the appointment of its independent auditors, ensuring continued financial oversight.
• The virtual format of the annual meeting allows for broader stockholder participation.

Negatives

• The company's net loss increased from $(2,910,448) in 2024 to $(3,066,017) in 2025, while compensation for PEO and non-PEO named executive officers also increased.
• The company has not adopted a formal code of ethics or an insider trading policy due to its current size and limited resources, though it anticipates doing so in the future.
• The company's common stock is traded on the OTCQB Marketplace, which does not impose independence requirements on the Board of Directors or its committees.

Risks

• The company's Board has determined that none of its current members qualifies as an audit committee financial expert.
• The company has not adopted a formal insider trading policy, relying on adherence to general securities laws.
• The company's financial performance shows an increasing net loss year-over-year, despite increases in executive compensation.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, the proposed 2026 Omnibus Securities and Incentive Plan is intended to incentivize future performance and align executive interests with long-term shareholder value.

Management Comments

• "Your vote is important, regardless of the number of shares you hold."
• "Even if you do not plan to attend the Annual Meeting, please vote your shares as promptly as possible."
• "Voting promptly will save the Company additional expense in soliciting proxies and will ensure that your shares are represented at the Meeting."
• "The Board believes that the future success of the Company depends, in large part, upon the ability of the Company to attract, retain and motivate key employees, and that the granting of equity awards serves as an important factor in retaining key employees."

Industry Context

StockSavvy.ai notes that the proposal of a new omnibus securities and incentive plan is a common practice for companies seeking to attract and retain talent, especially in competitive sectors like biotechnology and medical devices, where Vivos Inc. operates. The virtual meeting format is also increasingly standard for public companies to enhance accessibility.

Comparison to Industry Standards

• The proposed 2026 Omnibus Securities and Incentive Plan authorizes 102,757,622 shares, representing 20% of issued and outstanding shares as of November 2, 2026. This percentage is within the typical range for similar plans in the biotech/medtech sector, though specific benchmarks vary widely.
• The company's lack of a formal code of ethics and insider trading policy is less common for companies aiming for national exchange listing, but may be acceptable for OTCQB-traded companies with limited staff.
• The compensation structure for the CEO, including base salary and discretionary bonuses, is generally in line with smaller public companies, though the significant equity grants mentioned in the narrative disclosure (20 million RSUs) are notable.

Corporate Governance

Related Party Transactions

• There was a minor indebtedness from related parties in December 2024 amounting to $40,949.

Stakeholder Impact

• Shareholders: Voting on director elections, incentive plans, and auditor ratification directly impacts corporate governance and potential future equity dilution. Increased net loss may concern investors.
• Employees: The proposed incentive plan offers potential for equity-based compensation, aligning their interests with the company's performance.
• Management: Subject to compensation decisions and the terms of the new incentive plan.
• Auditors: Continued engagement with Fruci & Associates II, PLLC provides stability in financial reporting.

Next Steps

• Stockholders are urged to vote their shares by Internet, telephone, or mail as promptly as possible.
• The company will hold its 2026 Annual Meeting of Stockholders on December 9, 2026.
• The Board will consider the election of directors, approval of the 2026 Omnibus Securities and Incentive Plan, and ratification of auditors at the meeting.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting and does not contain significant new financial information or strategic shifts that would warrant a buy or sell recommendation. While the proposed incentive plan is positive for long-term alignment, the increasing net loss and lack of specific financial guidance suggest a 'hold' position until more substantial performance improvements or strategic developments are disclosed.

Keywords

Annual Meeting, Proxy Statement, Incentive Plan, Director Election, Auditor Ratification, Stockholder Proposals, Corporate Governance, Executive Compensation