SecProbe.io

CORRESP
1
filename1.htm

October
8, 2019

VIA
EDGAR

Mr.
Gary Newberry

Office
of Electronics & Machinery

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Vivos Inc.

    Amendment to Offering Statement of Form 1-A
    (“Amendment No. 2”)

    Filed
    October 8, 2019

    File No. 024-11049

Dear
Mr. Newberry:

We
have received your correspondence dated September 26, 2019 and have addressed your remarks by reproducing below each comment and
providing our response immediately thereafter.

Use
of Proceeds, page 17

1.
We note your response to prior comment 4. Please revise this section to disclose your intended use of proceeds assuming the sale
of 25%, 50%, 75% and 100% of the offering, such as the estimated expenses of the offering and the amount to repay debt mentioned
on page 17 and the commissions mentioned in Item 4 of Part I of the Form 1-A. Also, revise your disclosure to use the midpoint
of the estimated price range for this offering.

We
have previously disclosed that a majority of the proceeds received will be used to expand our animal therapy business, and approximately
10-20% of the proceeds will be used for general working capital. Our main focus continues to be our animal therapy business. We
estimate that up to 80% of amounts raised will go towards this business, at all levels of amounts raised (25%, 50%, 75% and 100%).
In response to the Staff’s comment and further to your conversations with Daniel Rumsey, our securities counsel, we have
provided an estimate by percentage of the amount of proceeds to be allocated to each use based on the median or midpoint price
range for this offering at $.05 per share. Additionally, we have included in the disclosure regarding use of proceeds, the amount
proposed to be allocated to the repayment of outstanding notes and liabilities.

Division
of Corporation Finance

Securities
and Exchange Commission

Vivos
Inc.

October
8, 2019

Page
2

Exhibits

2.
We note your response to prior comment 9. Please file as an exhibit the subscription agreement.

We
have included the form of subscription agreement as Exhibit 4.1 to Amendment No. 2.

We
have revised the disclosure as indicated herein in Amendment No. 2, and have contemporaneously filed Amendment No. 2 along with
a copy of this letter.

We
confirm that we are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action
or absence of action by the Staff.

    Respectfully
    submitted,

    /s/ Michael Korenko

    Michael Korenko

    Chief Executive Officer