SecProbe.io

August 23, 2019
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Offering Statement on Form 1-A
Filed July 29, 2019
File No. 024-11049
Dear Mr. Korenko:
             We have reviewed your offering 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 offering 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 appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A Filed July 29, 2019
Offering Circular Summary, page 4
1.Please disclose in the summary that you have received a going concern opinion from your
auditor.
Risk Factors, page 7
2.Please include a separate risk factor discussing your sole supplier of Y-90 particles
mentioned on pages 10 and 34.

 FirstName LastNameMichael  Korenko
 Comapany NameVivos Inc.
 August 23, 2019 Page 2
 FirstName LastNameMichael  Korenko
Vivos Inc.
August 23, 2019
Page 2
The Company's outstanding securities, page 14
3.In an appropriate section of your offering circular, please discuss the material terms of the
Path Forward Agreement between you and your current insiders and shareholders
mentioned in this risk factor.  Also, provide similar details regarding the other existing
agreements mentioned in your risk factor heading.
Use of Proceeds, page 17
4.Please revise this section to disclose your intended use of proceeds assuming the sale of
25%, 50%, 75% and 100% of the offering.
Principal Markets, page 31
5.We note your disclosure that you are developing test plans to address issues raised by the
FDA in connection with your previous submissions regarding RadioGel.  Please revise to
disclose the issues raised by the FDA.
Veterinary Sector, page 32
6.Please revise the disclosure in the fifth paragraph on page 33 to disclose, if applicable, the
amount that you owe to the University of Missouri.
Directors, Executive Officers and Significant Employees, page 36
7.Please tell us the multi-billion dollar revenue corporations in which Mr. Swanberg worked
and his role within each organization.  In this regard, did he play an integral role in
developing any corporations from a small, start-up business to a multi-billion dollar
revenue corporation?  Also, provide balanced details of any organizations in which Mr.
Swanberg worked that were not successful.  Furthermore, revise your disclosure to clarify
when Mr. Swanberg served as executive vice president and on the board of directors for
IsoRay Medical, Inc.
Related Party Transactions, page 41
8.Please identify the directors and officers mentioned in this section.
Index to Exhibits, page 54
9.Please ensure that you have filed all agreements required to be filed as exhibits to your
offering statement.  In this regard, we note the licensing agreements with Battelle
mentioned in the last paragraph on page 4, the supply agreement mentioned on page
10, the Path Forward Agreement mentioned on page 14, the Certificate of Amendment to
the Certificate of Incorporation that authorized the designation of series C convertible
preferred stock mentioned on page 30, the related party convertible notes agreements
mentioned on page 41, and the subscription agreement mentioned on page 52.

 FirstName LastNameMichael  Korenko
 Comapany NameVivos Inc.
 August 23, 2019 Page 3
 FirstName LastName
Michael  Korenko
Vivos Inc.
August 23, 2019
Page 3
Financial Statements, page F-1
10.We note from the June 30, 2019 Form 10-Q as well as page 4 and throughout the Form 1-
A that you effected a 1-for-8 reverse stock split on June 25, 2019.  Please revise all
financial statements presented to reflect the reverse stock split in accordance with ASC
260-10-55-12 and SAB Topic 4C.  In this regard, also have your independent auditor
revise its report on page F-24 to reference the reverse stock split and dual-date its opinion
in accordance with PCAOB 3110.05 or AICPA AU 530.05, as applicable.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Gary Newberry at 202-551-3761 or Lynn Dicker, Senior Accountant, at
202-551-3616 if you have questions regarding comments on the financial statements and related
matters.  Please contact Thomas Jones at 202-551-3602 or Heather Percival, Senior Attorney, at
202-551-3498 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Daniel W. Rumsey