SecProbe.io

Mail Stop 4631

March 9, 2018

Bruce Jolliff
Chief Financial Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352

Re: Vivos Inc.
Amendment No. 1  to Re gistration Statement on  Form S -1
Filed March 10, 2017
  File No. 333 -216588

Dear Mr. Jolliff :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our [Month day, year] letter .

General

1. Please note the updating requirements of Rule 8 -08 of Regulation S -X.

2. We note your response to comment 1 of our letter dated April 6, 2017 and reissue our
comment.  You appear to be offer ing Units since you are registering the offer and sale of
shares of common stock and warrants to purchase common stock which you state can
only be purchased together.   It appears that you are offering Units notwithstanding the
fact that the common stock an d warrants are immediately separable once purchased.  If
you are offering Units, please revise your prospectus cover page, description of securities
and otherwise throughout your registration statement to describe the Units.  In addition,
your fee table sh ould cover the Units, common stock, warrants and the shares underlying
the warrants.  For additional guidance on the fee table, please refer to our Compliance

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 2

 and Disclosure Interpretations, Securities Act Rules, Questions 240.05 and 240.06,
available on o ur website .

3. Please revise to include the dealer prospectus delivery obligation on the outside back
cover page of the prospectus.  Please see Item 502(b) of Regulation S -K.

4. Pages ii, 2  and 4 indicate  that a reverse stock split will occur prior to the clos ing of this
offering.   Given that the reverse stock split will occur after effectiveness of your
registration statement but prior to the consummation of this offering, please provide
appropriate pro forma information throughout the filing.

5. There are numer ous disclosures throughout the filing where the amounts you discuss do
not agree to the amounts presented on the face of the financial statements.  For example:
 Total stockholders’ (deficit) as of December 31, 2016 as presented on page 6 does not
agree to the related amount as presented on pages F -2 and F -15.  Further, it is not
clear why total stockholders’ (deficit) as of December 31, 2016 as presented on page
F-2 does not agree to the related amount presented on page F -15;
 Revenues for the three months e nded September 30, 2016 as presented on page 24
does not agree to the related amount as presented on page F -3;
 On page 24, operating expenses for the three months ended September 30, 2017 adds
up to $961,799 instead of $912,799;
 You disclose on page 29 tha t you had no cash used in investing activities for the nine -
month period ended September 30, 2017, which does not agree to the related amount
presented on page F -4;
 You disclose on page 29 that you had cash provided by financing activities of
$1,124,282 f or the nine -month period ended September 30, 2017, which does not
agree to the related amount presented on page F -4; and
 You disclose on page F -6 that you had convertible promissory notes in the aggregate
principal amount of $3,188,081 outstanding as of Se ptember 30, 2017, of which
approximately $45,000 are currently due and payable.  It is not clear how either of
these amounts agrees to the financial statements.
This is a sample of inconsistencies found throughout your filing and does not represent an
all-inclusive list of inconsistencies that need to be corrected.  Please perform a
comprehensive review of your filing to ensure that the amounts you present are accurate
and agree to your financial statements.

6. We have reviewed your response to prior comment 28.  Now that you have determined
the Series A Preferred stock should have been classified as equity effective October 2016,
please ensure that your presentation of the Series A Preferred stock as equity is consistent
throughout the filing.  In this regard , we note that you have continued to present the
Series A Preferred stock as mezzanine equity as of December 31, 2016 and 2015.

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 3

 Prospectus Summary, page 1

7. We note your response to comment 7 of our letter dated April 6, 2017 and reissue our
comment.  P lease revise, here, to disclose that you have received a going concern opinion
from your auditor.  In that regard, we note your disclosure on the prospectus cover page
and on page 7.

8. We note your discussion on page 2 and elsewhere that the product is a sa fe and effective
product in killing cancer cells.  Because approval of the FDA and other comparable
regulatory agencies is dependent on their making a determination according to criteria
specified in agency regulations that a product is both safe and effec tive, please clarify the
basis for this statement and disclose whether regulatory approval has been received.  If
you have not received such approval, please revise your registration statement to
eliminate the suggestion that your product has or will ultim ately be determined to be safe
for purposes of regulatory approval of the FDA or other agencies.

9. We note your disclosure that you are developing test plans to address issues raised by the
FDA in connection with our previous submissions regarding RadioGel .  Please revise to
disclose the issues raised by the FDA.

Risk Factors, page 7

General

10. We note your disclosure that PerkinElmer  Inc. is the only suppli er of Y -90 in the United
States and  is the sole supplier of the Y -90 used by IsoT herapeutics to manufacture the
company’s RadioGel™ .   Please consider including a risk factor regarding your
dependence on one supplier for Y -90.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
24

Net Loss, page 25

11. We note y our disclosure that your “net income (loss) for the three months ended
September 30, 2017 and 2016 was $1,858,406 and $155,982 respectively.”  As such,
your current disclosure implies that you had net income for the three months ended
September 30, 2017 an d 2016.  Please revise your disclosure to clarify that you actually
had net losses of $(1,858,406) and $(155,982).

Business, page 34

12. We note your response to comment 19 of our letter dated April 6, 2017.  Please
significantly expand the disclosure in thi s section to discuss in detail the standard
processing times for approval to test and market your products.  In addition, provide an

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 4

 anticipated timeline for any submissions to the FDA and other anticipated actions by you
before regulatory bodies.

Regulat ory History, page 34

13. Please revise to clarify the outcome of the August 29, 2017 meeting the FDA.

Veterinary Sector, page 40

14. We note your response to comment 17 of our letter dated April 6, 2017.  Please file as an
exhibit all material contracts entered  into with Washington State University and the
University of Missouri.  Please see Item 601 (b)(10) of Regulation S -K.

Executive Compensation, page 47

15. We note your response to comment 23 of our letter dated April 6, 2017.  Please include in
your table the aggregate grant date fair value of the options computed in accordance with
FASB ASC Topic 718 for the options granted to Mr. Jolliff in 2016.  Please r efer to Item
402(n)(vi) of Regulation S -K and the instructions to that item.

Underwriting, page 57

16. Please revise your cover page and this section to clarify that you will sell shares at a fixed
price for the duration of the offering.

Financial Statement s

Condensed Statements of Operations, page F -3

17. Despite the lack of an income tax provision, you have presented different amounts for
Income (Loss) before Income Taxes and Net Income (Loss) for the nine months ended
September 30, 2016.  Please revise.

Report of Independent Registered Public Accounting Firm, page F -13

18. We note that your auditors have referred to Advanced Medical Isotope Corporation
throughout the audit report on the financial statements as of and for the year ended
December 31, 2016.  Plea se make arrangements with your auditors to have them revise
the audit report to refer to Vivos Inc. (formerly Advanced Medical Isotope Corporation).

Exhibit Index, page II -8

19. We note your response to comment 32 of our letter dated April 6, 2017 and reissu e our
comment.  We note your disclosure in Note 6 to the Financial Statements and elsewhere
of promissory notes outstanding.  Please file as exhibits agreements representing any

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 5

 outstanding promissory notes and agreements representing all other outstanding  material
indebtedness.  See Item 601(b)(10) of Regulation S -K.

You may  contact  Jeff Gordon, Staff Accountant , at (202) 551 -3866  or Ernest Greene,
Staff Accountant,  at (202) 551 -3733  if you have questions regarding comments on the financial
statements and related matters.  Please contact  Sergio Chinos, Staff Attorney , at (202) 551 -7844
or me at (202) 551 -3754  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Daniel W. R umsey, Esq.