SEC Comment Letter 0000000000-23-012250 to VIVOS INC (RDGL)
VIVOS INC
Date: Nov. 8, 2023 · CIK: 0001449349 · Accession: 0000000000-23-012250
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11627
Letter
United States securities and exchange commission logo November 8, 2023 Michael Korenko Chief Executive Officer Vivos Inc. 719 Jadwin Avenue Richland, Washington 99352 Re:Vivos Inc. Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed November 3, 2023 File No. 024-11627 Dear Michael Korenko: We have reviewed your amendment and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Plan of Distribution Investors' Tender of Funds, page 55 1.We note your response to comment 1, and we understand that you have exchanged promissory notes for shares of common stock as part of this offering. Please disclose the investors who exercised this exchange, and clarify how this impacted the proceeds from the offering and your operations, including through the addition of risk factor disclosure, as applicable. Please also disclose the total amount of promissory notes that were exchanged for the common stock and describe any matters upon which acceptance was conditioned. Finally, please tell us what consideration you gave to the potential application of the tender offer rules, and how you structured the exchange of promissory notes for common stock to comply with Regulation 14E and Regulation A.
FirstName LastNameMichael Korenko Comapany NameVivos Inc. November 8, 2023 Page 2 FirstName LastName Michael Korenko Vivos Inc. November 8, 2023 Page 2 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. Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Daniel W. Rumsey, Esq.
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United States securities and exchange commission logo
November 8, 2023
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Post-Qualification Amendment No. 3 to
Offering Statement on Form 1-A
Filed November 3, 2023
File No. 024-11627
Dear Michael Korenko:
We have reviewed your amendment and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A
Plan of Distribution
Investors' Tender of Funds, page 55
1.We note your response to comment 1, and we understand that you have exchanged
promissory notes for shares of common stock as part of this offering. Please disclose the
investors who exercised this exchange, and clarify how this impacted the proceeds from
the offering and your operations, including through the addition of risk factor disclosure,
as applicable. Please also disclose the total amount of promissory notes that were
exchanged for the common stock and describe any matters upon which acceptance was
conditioned. Finally, please tell us what consideration you gave to the potential
application of the tender offer rules, and how you structured the exchange of promissory
notes for common stock to comply with Regulation 14E and Regulation A.
FirstName LastNameMichael Korenko
Comapany NameVivos Inc.
November 8, 2023 Page 2
FirstName LastName
Michael Korenko
Vivos Inc.
November 8, 2023
Page 2
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.
Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Daniel W. Rumsey, Esq.