The Board of Directors of Vivos Therapeutics, Inc. (the “Company”) is committed to preventing adverse employment action of any kind against employees of the Company who lawfully report information about (i) fraudulent activities within the Company (including wire fraud, mail fraud and bank fraud), (ii) violations of the Sarbanes-Oxley Act of 2002 pertaining to fraud against stockholders of the Company, (iii) questionable accounting, internal accounting controls or auditing matters of the Company, and (iv) conduct by executives of the Company that violate the Company’s Code of Ethics and Business Conduct, or that cause reports and other public disclosures by the Company that are not full, fair and accurate. To advance this commitment, the Company has adopted this Whistleblower Protection Policy (the “Policy”).
Prohibition of Adverse Employment Action
It is a violation of this Policy for any officer, director, employee, contractor, subcontractor, or agent of the Company to take any adverse employment action or in any other manner discriminate against an employee of the Company for engaging in any conduct protected by this Policy (discussed below). For the purposes of this Policy, adverse employment action includes terminating, demoting, suspending, threatening or harassing such employee of the Company.
Employee Conduct that is Protected under this Policy
The following conduct is protected under this Policy from adverse employment action of any kind:
A. Where an employee of the Company provides information to a Federal regulatory or law enforcement agency, any member of Congress or a Congressional committee, any Company supervisor or employee with authority to investigate suspected prohibited corporate misconduct (hereinafter, “Authority”), causes information to be provided, or otherwise assists an investigation regarding information the employee reasonably believes constitutes wire fraud,
mail fraud, bank fraud or securities fraud against stockholders of the company, or files, causes to be filed, testifies, participates in or otherwise assists, in a proceeding filed or about to be filed relating to any of these matters.
B. Employee complaints to an Authority related to any questionable accounting or auditing matters, including, without limitation, the following:
1. fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
2. fraud or deliberate error in the recording and maintaining of financial records of the Company;
3. deficiencies in or noncompliance with the Company’s internal accounting controls;
4. misrepresentations or false statements to or by a senior officer or accountant of the Company regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
5. deviation from full and fair reporting of the Company’s financial condition.
C. Employee complaints to an authority related to conduct by Executives of the Company that violate the Company’s Code of Ethics Policy or employee complaints related to disclosures in reports and other public disclosures by the Company that are not full, fair and accurate.
Reporting and Investigating Employee Complaints
The intended use of this whistleblowing procedure is for serious and sensitive issues. Serious concerns relating to financial reporting, unethical or illegal conduct should be reported in one of the following ways:
· Directly to the Chairman of the Audit Committee;
· By calling the Whistleblower Hotline at 1-877-647-3335; or
· Online at www.redflagreporting.com.
The recipient of the report will maintain the reporting employee’s anonymity and the confidentiality of the report, if the employee so desires. Employment-related concerns should continue to be reported through your normal channels such as your supervisor, local Human Resources representative, or to the Director of Human Resources.
How the Complaint Will Be Handled
The action taken will depend on the nature of the concern. The Audit Committee of the Company’s Board of Directors receives a report on each complaint and a follow-up report on actions taken.
Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved by agreed action without the need for investigation.
Whether reported to Company personnel or through the hotline, the Complainant will be given the opportunity to receive follow-up on his/her concern in two (2) weeks:
· Acknowledging that the concern was received;
· Indicating how the matter will be dealt with;
· Giving an estimate of the time that it will take for a final response;
· Informing the Complainant whether initial inquiries have been made;
· Informing the Complainant whether further investigations will follow, and if not, why.
The amount of contact between the Complainant and the body investigating the concern will depend on the nature of the issue and the clarity of information provided. Further information may be sought from the Complainant.
Subject to legal constraints, the Complainant will receive information about the outcome of any investigations.
Employees of the Company may have additional rights under the Sarbanes-Oxley Act of 2002 to file justified complaints with federal regulatory or law enforcement agencies, any member of Congress or committees of Congress or the Securities and Exchange Commission. In the event of dismissal or retaliation for filing a complaint, the employee shall have the right to file a complaint with the Secretary of Labor; and if proper procedures are followed, to bring an action in law or equity in the appropriate federal court.
ADOPTED: This 20th day of February 2020.