United States securities and exchange commission logo





                              October 16, 2020

       R. Kirk Huntsman
       Chief Executive Officer
       Vivos Therapeutics, Inc.
       9137 Ridgeline Boulevard, Suite 135
       Highlands Ranch, Colorado 80129

                                                        Re: Vivos Therapeutics,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed October 9,
2020
                                                            File No. 333-249412

       Dear Mr. Huntsman:

              We have reviewed your 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 appropriate, 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.

       Registration Statement on Form S-1 filed October 9, 2020

       Overview, page 2

   1.                                                   We note your revised
disclosure in response to prior comment 1. Your revised disclosure
                                                        references published
studies but only includes disclosure regarding one study that
                                                        involved your founder.
Please tell us how you determined to highlight only one of these
                                                        published studies and
how you ensured that your disclosure is a balanced presentation of
                                                        the results of all
published studies, including any studies that may have shown different
                                                        results. As requested
by the prior comment, please also revise to clarify whether the
                                                        Vivos System was
actually used in any studies that you disclose.
   2.                                                   We note your response
to prior comment 2 and your updated disclosure regarding
                                                        potential off-label use
of the DNA appliance. Please update your disclosure here and in
                                                        the Business section to
briefly discuss the potential consequences of off-label use of the
                                                        DNA appliance. Please
also consider whether the risk factor beginning at the bottom of
 R. Kirk Huntsman
Vivos Therapeutics, Inc.
October 16, 2020
Page 2
       page 34 should be updated to discuss potential off-label use of the DNA
appliance.
Our Market Opportunity, page 3

3.     We note your response to prior comment 3. Please update your "Market
Opportunity"
       sections here and in Business to clarify, if true, that a majority of
patients diagnosed with
       SDB or OSA are initially referred to pulmonologists, who do not
currently prescribe the
       Vivos System, as opposed to dentists.
Our Competitive Strengths, page 6

4.     We note your response to prior comment 4. Your response indicates that
OSA has been
       linked to other complications which may be fatal. However, your response
does not
       appear to support the statement that a treatment for OSA or SDB is
potentially life-saving
       in and of itself. Please revise your disclosure as appropriate. You may
state, if true, that
       you believe that the Vivos System can improve quality of life and may
reduce the risk of
       SDB/OSA patients with such complications.
Capitalization, page 50

5.     On a pro forma as adjusted basis you are presenting no authorized,
issued or outstanding
       Series A Convertible Redeemable Preferred Stock. Please revise the pro
forma as adjusted
       bullet point preceding the table to describe the circumstances
supporting this presentation
       as directly attributable to the transaction and factually supportable.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Michael Fay at 202-551-3812 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Tim Buchmiller at 202-551-3635 with
any other
questions.



                                                              Sincerely,
FirstName LastNameR. Kirk Huntsman
                                                              Division of
Corporation Finance
Comapany NameVivos Therapeutics, Inc.
                                                              Office of Life
Sciences
October 16, 2020 Page 2
cc:       Lawrence A. Rosenbloom, Esq.
FirstName LastName