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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
FOR
THE QUARTERLY PERIOD ENDED:
OR
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission
File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | |
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Smaller
reporting company
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Emerging
growth company
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If an emerging growth company, indicate by check mark if the company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
As of August 13, 2025, there were shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
| i |
PART I – FINANCIAL INFORMATION
VIVOS INC
BALANCE SHEETS
JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024
| JUNE 30, | DECEMBER 31, | |||||||
| 2025 | 2024 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ |
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$ |
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| Accounts receivable |
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| Inventory |
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| Prepaid expenses |
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| Total Current Assets |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Total Current Liabilities |
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| Total Liabilities |
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| Commitments and contingencies | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value, $ , shares authorized, Series A Convertible Preferred, shares authorized, shares issued and outstanding, respectively |
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| Additional paid in capital - Series A Convertible preferred stock |
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| Series B Convertible Preferred, shares authorized, shares issued and outstanding, respectively | ||||||||
| Additional paid in capital - Series B Convertible preferred stock |
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| Series C Convertible Preferred, shares authorized, shares issued and outstanding, respectively |
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| Additional paid in capital - Series C Convertible preferred stock |
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| Common stock, par value, $ , shares authorized, and issued and outstanding, respectively |
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| Additional paid in capital - common stock |
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| Subscriptions receivable |
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| Accumulated deficit |
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| Total Stockholders’ Equity |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 1 |
VIVOS INC
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2025 AND 2024
| SIX MONTHS ENDED | THREE MONTHS ENDED | |||||||||||||||
| JUNE 30, | JUNE 30, | JUNE 30, | JUNE 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues, net | $ |
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$ |
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$ |
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$ |
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| Cost of Goods Sold |
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| Gross (loss) profit |
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| OPERATING EXPENSES | ||||||||||||||||
| Professional fees, including stock-based compensation |
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| Payroll expenses |
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| Research and development |
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| General and administrative expenses |
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| Total Operating Expenses |
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| OPERATING LOSS |
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| NON-OPERATING INCOME | ||||||||||||||||
| Interest income |
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| Total Non-Operating Income |
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| NET LOSS BEFORE PROVISION FOR INCOME TAXES |
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| Provision for income taxes | ||||||||||||||||
| NET LOSS | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Net loss per share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| Series A Preferred | Additional Paid-In Capital - Series A | Series B Preferred | Additional Paid-In Capital - Series B | Series C Preferred | Additional Paid-In Capital - Series C | Common Stock | Additional Paid-In Capital - | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Preferred | Shares | Amount | Preferred | Shares | Amount | Preferred | Shares | Amount | Common | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ | $ |
(
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) | $ |
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| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash | - | - | - |
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| Services | - | - | - |
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| Exercise of warrants (cash and cashless) | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vested RSUs | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment for vested RSUs | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants purchased for cash | - | - | - | - |
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| RSUs granted to consultants that have vested | - | - | - | - |
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| Net loss for the period | - | - | - | - |
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| Balance - March 31, 2024 |
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| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash | - | - | - |
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| Services | - | - | - |
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| Cashless exercise of warrants | - | - | - |
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| Warrants purchased for cash | - | - | - | - |
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| RSUs granted to consultants that have vested | - | - | - | - |
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| Net loss for the period | - | - | - | - |
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| Balance - June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ | $ |
(
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) | $ |
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| Balance - December 31, 2024 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash | - | - | - |
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| Services | - | - | - |
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| Exercise of warrants (cash and cashless) | - | - | - | - |
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| Warrants purchased for cash | - | - | - | - |
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| RSUs granted to consultants that have vested | - | - | - | - |
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| Net loss for the period | - | - | - | - |
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| Balance - March 31, 2025 |
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| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Services | - | - | - |
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| Vested RSUs | - | - | - |
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| Warrants purchased for cash | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSUs granted to consultants that have vested | - | - | - | - |
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| Net loss for the period | - | - | - | - |
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| Balance - June 30, 2025 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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$ |
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$ |
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$ | $ |
(
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) | $ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
VIVOS INC
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| 2025 | 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ |
(
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) | $ |
(
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| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Common stock, stock options and warrants for services |
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| RSUs issued for services |
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| Changes in assets and liabilities | ||||||||
| Accounts receivable |
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| Inventory |
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| Prepaid expenses and other assets |
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| Accounts payable and accrued expenses |
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| Total adjustments |
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| Net cash used in operating activities |
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| CASH FLOWS FROM FINANCING ACTIVITES | ||||||||
| Exercise of warrants |
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| Proceeds from common stock and warrants |
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| Net cash provided by financing activities |
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| NET INCREASE IN CASH |
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| CASH - BEGINNING OF PERIOD |
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| CASH - END OF PERIOD | $ |
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$ |
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| CASH PAID DURING THE PERIOD FOR: | ||||||||
| Interest expense | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
VIVOS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying condensed financial statements of Vivos Inc. (the “ Company ”) have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC ”). Certain information and disclosures required by accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations of the Company for the period presented. The results of operations for the six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending December 31, 2025 and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025.
Vivos Inc. (the “ Company ,” “ we ,” “ us ,” “ our ”) is a radiation oncology medical device company engaged in the development of its yttrium-90 (“ Y-90 ”) based precision radionuclide therapy device, RadioGel™, for the treatment of non-resectable tumors, now trademarked as Precision Radionuclide Therapy™. A prominent team of radiochemists, scientists, and engineers, collaborating with strategic partners, including national laboratories, universities, and private corporations, lead the Company’s development efforts. The Company’s overall vision is to globally empower physicians, medical researchers, and patients by providing them with new isotope technologies that offer safe and effective treatments for cancer.
In 2013, the United States Food and Drug Administration (“ FDA ”) issued the determination that RadioGel™ is a device for human therapy for non-resectable cancers in humans. This should result in a faster path than a drug for final approval.
In January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel™ should be classified as a device for animal therapy of feline sarcomas and canine soft tissue sarcomas. Additionally, after a legal review, the Company believes that the device classification obtained from the FDA Center for Veterinary Medicine is not limited to canine and feline sarcomas, but rather may be extended to a much broader population of veterinary cancers, including all or most solid tumors in animals. We expect the result of such classification and label review will be that no additional regulatory approvals are necessary for the use of IsoPet ® for the treatment of solid tumors in animals. The FDA does not have premarket authority over devices with a veterinary classification, and the manufacturers are responsible for assuring that the product is safe, effective, properly labeled, and otherwise in compliance with all applicable laws and regulations.
Based on the FDA’s recommendation, RadioGel™ is being marketed as “IsoPet ® ” for use by veterinarians to avoid any confusion between animal and human therapy. The Company already has trademark protection for the “IsoPet ® ” name. IsoPet ® and RadioGel™ are used synonymously throughout this document. The only distinction between IsoPet ® and RadioGel™ is the FDA’s recommendation that we use “IsoPet ® ” for veterinarian usage, and reserve “RadioGel™” for human therapy. Historically, the Company’s primary focus was on the development and marketing of Isopet ® for animal therapy, through the Company’s IsoPet ® Solutions division. Over the last four years much effort has been directed to completing the testing require to obtain FDA approval for an Investigational Device Exemption and to obtain approval for clinical trials in India.
| 5 |
The Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of the technology in private clinics. In January 2025 the Company restructured and aligned its internal resources and focused effort to align with animal therapy, human therapy, and recently other applications of its patented technologies.
We refer you to Item 2– Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q for more information about our business.
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has
suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is
not sufficient to support the Company’s operations and thus raises significant doubt about the Company’s ability to continue as a going concern. Research and development of the Company’s brachytherapy product
line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants. The Company requires
funding of approximately $
Financing and Strategy
In
November 2019, the SEC qualified the Company’s offering of its Common Stock, under Regulation A of Section 3(6) of the Securities
Act of 1933, as amended (the “
Securities Act
”) (“
Regulation A
”), which offering was amended from
time to time thereafter (the “
2019 Regulation A+ Offering
”). In September 2021, the SEC qualified the Company’s
offering of Common Stock under Regulation A, which offering was amended from time to time thereafter (the “
2021 Regulation A
Offering
”). On July 17, 2024, the SEC qualified the Company’s offering under Regulation A to offer up to $
During
the year ended December 31, 2023, we raised $
Following receipt of required regulatory approvals and necessary financing to fund our working capital requirements, the Company intends to outsource material aspects of manufacturing, distribution, sales, and marketing for operations within the U.S. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy.
Long-term, the Company intends to consider resuming research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other illnesses. These long-term goals are subject to the Company: (i) receiving adequate funding; (ii) receiving regulatory approval for RadioGel ™ and other brachytherapy products; and (iii) being able to successfully commercialize its brachytherapy products.
Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations.
| 6 |
The Company’s headquarters are in Northeast Washington, however, our focus on the animal therapy market has been the Northwestern sector of the U.S. The Company continues its marketing efforts on the animal therapy market and our attempts to increase the exposure to our product, and generate revenue accordingly.
As
of June 30, 2025, the Company had $
The Company anticipates using additional proceeds from the July 2024 Regulation A+ Offering as follows:
For the animal therapy market:
| ● | Expand communication on our website, the Company’s social media presence, conferences, and journals, each intended to increase the number of certified clinics for small animal and equine therapy and to increase the number of patients; | |
| ● | Subsidize certain IsoPet ® therapies, if necessary, to ensure that all viable candidates are treated; and. | |
| ● | Assist a new regional clinic with their license and certification training. |
For the human market:
| ● | Enhance the pedigree of the Quality Management System; | |
| ● | Construct and validate two new production facilities; and | |
| ● | Fund human clinical studies in the US and India. |
Research
and development of the Company’s precision radionuclide therapy product line has been funded with proceeds from the sale of equity
and debt securities, including from the prior Regulation A+ Offerings. The Company requires additional funding of approximately $
The continued deployment of the precision radionuclide therapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the precision radionuclide therapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s precision radionuclide therapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies which may possibly include clinical studies. Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or from proceeds raised from the Regulation A+ Offerings.
The Company intends to expand the indications for use in phases: first, for lymph nodes associated with thyroid cancer, secondly, cancerous lung nodules, and finally, all non-sectable solid tumors.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amount of revenue and expense during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates.
| 7 |
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. There were no changes to the net loss as a result of these reclassifications.
Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material.
Fair Value of Financial Instruments
Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2025 and December 31, 2024, the balances reported for cash, prepaid expense, accounts receivable, accounts payable, and accrued expense, approximate the fair value because of their short maturities.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ ASC ”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis.
Patents and Intellectual Property
While
patents are being developed or pending, they are not being amortized. Management has determined that the economic life of the patents
to be
The Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows.
| 8 |
There have been no such capitalized costs in the periods ended June 30, 2025 and 2024, respectively. However, a patent was filed by Michael Korenko and David Swanberg on July 1, 2019 (No. 1811.191) and assigned to the Company based on the Company’s proprietary particle manufacturing process. The timing of this filing was important given the Company’s plans to make IsoPet ® commercially available, which it did on or about July 9, 2019. This additional patent protection will strengthen the Company’s competitive position. It is the Company’s intention to further extend this patent protection to several key countries within one year, as permitted under international patent laws and treaties.
Revenue Recognition
In May 2014, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standard Update (“ ASU ”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method.
Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.
The Company recognized revenue as they (i) identified the contracts with each customer; (ii) identified the performance obligation in each contract; (iii) determined the transaction price in each contract; (iv) were able to allocate the transaction price to the performance obligations in the contract; and (v) recognized revenue upon the satisfaction of the performance obligation. Upon the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation.
The Company in 2024 also implemented a license program for clinics that pay for certification to perform these therapies. These revenues are recognized upon the certification being completed. In addition, due to a pricing discount from the manufacturer, the Company sold to two of their customers the hydrogel vials that are used in the treatments. This practice is not likely to be continued in future periods.
The following table disaggregates the Company’s revenue by major source for the six months ended June 30, 2025 and 2024:
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue: | ||||||||
| Services - Treatments | $ |
|
$ |
|
||||
| IsoPet |
|
|||||||
| Certification |
|
|||||||
| Freight |
|
|||||||
| Discount - Services |
(
|
) |
(
|
) | ||||
| Discount - IsoPet |
(
|
) | ||||||
| Discount - Certifications |
(
|
) | ||||||
| $ |
|
$ |
|
|||||
| 9 |
The following table disaggregates the Company’s revenue by major source for the three months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue: | ||||||||
| Services - Treatments | $ |
|
$ |
|
||||
| IsoPet |
|
|||||||
| Certification | ||||||||
| Freight |
|
|||||||
| Discount - Services |
(
|
) | ||||||
| Discount - IsoPet |
(
|
) | ||||||
| Discount - Certifications | ||||||||
| $ |
|
$ |
|
|||||
Inventory
Since
the Company is selling a tangible good (IsoPet, which is considered a medical device) for the use in treatments, this is considered inventory
as it is awaiting consumption into the final product. Inventory is valued at the lower of cost or net realizable value. Management evaluates
quantities on hand and physical condition as these characteristics may be impacted by anticipated customer demand for current products.
Inventory as of June 30, 2025 amounts to $
The Company purchases materials from two vendors that each ship to a third vendor who assembles the materials into a finished product which is then shipped to the clinics for use in the treatments being performed. This vendor who completes the process is charged a fixed fee which is directly charged to cost of sales. The only inventory not maintained by the Company is held at the vendor who assembles the product.
There have been no write-downs of inventory as of June 30, 2025, and the Company evaluates the inventory monthly for obsolescence. The Company from time to time will write-off items for spoilage when the need arises in the normal course of business.
The Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic loss per share is computed by dividing loss available to holders of our Common Stock (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive Common Stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the periods ended June 30, 2025 and 2024, the basic earnings per share equals the diluted earnings per share.
| June 30, 2025 | December 31, 2024 | |||||||
| Preferred stock |
|
|
||||||
| Restricted stock units |
|
|
||||||
| Common stock options |
|
|
||||||
| Common stock warrants |
|
|
||||||
| Total potential dilutive securities |
|
|
||||||
Research and Development Costs
Research and developments costs, including salaries, research materials, administrative expense and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed.
| 10 |
The
Company incurred $
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. During the six and three ended June 30, 2025 and 2024, the Company incurred nominal advertising and marketing costs.
Contingencies
In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. The Company has entered into various agreements that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of June 30, 2025 and December 31, 2024.
Income Taxes
To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition.
The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the periods ended June 30, 2025 and 2024. The Company did not have any deferred tax liability or asset on its balance sheets as of June 30, 2025 and December 31, 2024.
Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the periods ended June 30, 2025 and 2024, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months.
The Company recognizes compensation costs under FASB ASC Topic 718, Compensation – Stock Compensation and ASU 2018-07. Companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
| 11 |
Segment Reporting
The Company follows Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (“ASU 2023-07”) for its segment reporting. ASU 2023-07 requires more detailed information about reportable segments and expenses including the requirement to disclose qualitative information about factors used to identify reportable segments and quantitative information about profit and loss measures and significant expense categories. The Company has not yet begun generating significant revenue from its planned principal operations and operates as a single reportable segment. The revenue associated with the services that the clinics perform by way of treatments and the licensure of these clinics are not considered two distinct segments for the six months ended June 30, 2025 and 2024, respectively. The benefit the clinics get by being licensed will assist in increased revenues associated with the treatments being administered. The chief operating decision maker is the Company’s chief executive officer who assesses performance based on total expenses, cash flows, and progress made in the Company’s ongoing development efforts. All of the Company’s long-lived assets are located in the United States.
Recent Accounting Pronouncements
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 2: RELATED PARTY TRANSACTIONS
In
December 2024, our Chief Executive Officer advanced $
NOTE 3: STOCKHOLDERS’ EQUITY
Common Stock
The Company has authorized shares of Common Stock. As of June 30, 2025 and December 31, 2024, there are and shares of Common Stock issued and outstanding, respectively.
Preferred Stock
The Company has authorized shares of Preferred Stock. There are currently three series of Preferred Stock outstanding; Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock. The Company’s Board of Directors is authorized to provide for the issuance of shares of Preferred Stock in one or more series, fix or alter the designations, preferences, rights, qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, term of redemption including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series without further vote or action by the shareholders. The issuance of Preferred Stock may have the effect of delaying, deferring, or preventing a change in control of management without further action by the shareholders and may adversely affect the voting and other rights of the holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.
Series A Convertible Preferred Stock
On June 30, 2015, a certificate of designations was filed with the Delaware Secretary of State to designate shares of the Company’s Preferred Stock as Series A Convertible Preferred Stock, par value $ per share (“ Series A Preferred ”) (the “ Series A COD ”). Effective March 31, 2016, the Company amended the Series A COD, increasing the maximum number of shares of Series A Preferred from shares to shares. As of June 30, 2025 and December 31, 2024, there are shares of Series A Preferred issued and outstanding, respectively.
The following summarizes the current rights and preferences of the Series A Preferred:
Liquidation
Preference
. The Series A Preferred has a liquidation preference of $
Dividends . Shares of Series A Preferred do not have any separate dividend rights.
| 12 |
Conversion
.
Subject to certain limitations set forth in the Series A COD, each share of Series A Preferred is convertible, at the option of the holder,
into that number of shares of Common Stock (the “
Series A Conversion Shares
”) equal to the liquidation preference
thereof, divided by Conversion Price (as such term is defined in the Series A COD), currently $
In
the event the Company completes an equity or equity-based public offering, registered with the SEC, resulting in gross proceeds to the
Company totaling at least $
Redemption
.
Voting
Rights
.
Liquidation . Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”), the holders of Series A Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation preference of the Series A Preferred before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Certain Price and Share Adjustments .
a) Stock Dividends and Stock Splits. If the Company (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock equivalents; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the conversion price shall be adjusted accordingly.
b) Merger or Reorganization. If the Company is involved in any reorganization, recapitalization, reclassification, consolidation or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series A Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the number of shares of Common Stock issuable upon conversion of one share of Series A Preferred prior to any such merger or reorganization would have been entitled to receive pursuant to such transaction.
Series B Convertible Preferred Stock
On October 10, 2018, a certificate of designation was filed with the Delaware Secretary of State to designate shares of our Preferred Stock as Series B Convertible Preferred Stock, par value $ per share (“ Series B Preferred ”) (the “ Series B COD ”). As of June 30, 2025 and December 31, 2024, there are shares of Series B Preferred issued and outstanding, respectively.
The following summarizes the current rights and preferences of the Series B Preferred:
Liquidation
Preference
. The Series B Preferred has a liquidation preference of $
Dividends . Shares of Series B Preferred do not have any separate dividend rights.
| 13 |
Conversion
.
Subject to certain limitations set forth in the Series B COD, each share of Series B Convertible is convertible, at the option of the
holder, into that number of shares of Common Stock (the “
Series B Conversion Shares
”) equal to the liquidation preference
thereof, divided by the Conversion Price (as such term is defined in the Series B COD), currently $
Redemption
.
Voting
Rights
.
Liquidation . Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”), the holders of Series B Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation preference of the Series B Preferred before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Certain Price and Share Adjustments .
(a) Stock Dividends and Stock Splits. If the Company (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock equivalents; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the conversion price shall be adjusted accordingly.
(b) Merger or Reorganization. If the Company is involved in any reorganization, recapitalization, reclassification, consolidation or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series B Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the number of shares of Common Stock issuable upon conversion of one share of Series B Preferred prior to any such merger or reorganization would have been entitled to receive pursuant to such transaction.
On December 16, 2024, Series B Preferred shares were converted into shares of Common Stock.
Series C Convertible Preferred Stock
On March 27, 2019, a certificate of designation was filed with the Delaware Secretary of State to designate shares of our Preferred Stock as Series C Convertible Preferred Stock, par value $ per share (“ Series C Preferred ”) (the “ Series C COD ”). As of June 30, 2025 and December 31, 2024, there were shares of Series C Preferred issued and outstanding, respectively.
| 14 |
The following summarizes the current rights and preferences of the Series C Preferred:
Liquidation
Preference
. The Series C Preferred has a liquidation preference of $
Dividends . Shares of Series C Preferred do not have any separate dividend rights.
Conversion
.
Subject to certain limitations set forth in the Series C COD, each share of Series C Preferred is convertible, at the option of the holder,
into that number of shares of Common Stock (the “
Series C Conversion Shares
”) equal to the liquidation preference
thereof, divided by Conversion Price (as such term is defined in the Series C COD), currently $
The Series C Preferred will only be convertible at any time after the date that the Company shall have amended its Certificate of Incorporation to increase the number of shares of Common Stock authorized for issuance thereunder or effect a reverse stock split of the outstanding shares of Common Stock by a sufficient amount to permit the conversion of all Series C Preferred into shares of Common Stock (“ Authorized Share Approval ”) (such date, the “ Initial Convertibility Date ”), each share of Series C Preferred shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock on the terms and conditions set forth in the Series C COD under the definition “ Conversion Rights ”.
Redemption
.
Voting
Rights
.
Liquidation . Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”), the holders of Series C Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation preference of the Series C Preferred before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series C Preferred shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Certain Price and Share Adjustments .
(a) Stock Dividends and Stock Splits. If the Company (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock equivalents; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the conversion price shall be adjusted accordingly.
(b) Merger or Reorganization. If the Company is involved in any reorganization, recapitalization, reclassification, consolidation or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series C Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the number of shares of Common Stock issuable upon conversion of one share of Series C Preferred prior to any such merger or reorganization would have been entitled to receive pursuant to such transaction.
| 15 |
Common and Preferred Stock Issuances
Common and Preferred Stock Issuances – Six Months Ended June 30, 2025
In
January 2025, the Company received $
In
February 2025, the Company issued
shares of Common Stock pursuant to the Regulation A+ Offering, and
In
March 2025, the Company issued
shares of Common Stock for services rendered valued at $
In April 2025, the Company issued shares of Common Stock upon the vesting of Restricted Stock Units (“ RSUs”).
In
June 2025, the Company issued
shares of Common Stock upon the vesting of RSUs, and
shares for services rendered $
Common and Preferred Stock Issuances – Six Months Ended June 30, 2024
From
January 1, 2024 through June 30, 2024, the Company issued
shares of Common Stock and warrants to purchase
The
Company issued
shares of Common Stock for services rendered valued at $
The Company issued shares of Common Stock in the cashless exercise of warrants.
NOTE 4: COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS
Common Stock Options
The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests.
The following schedule summarizes the changes in the Company’s stock options:
| Options Outstanding | Weighted Average | Weighted Average | ||||||||||||||||||
| Number Of Shares | Exercise Price Per Share |
Remaining Contractual Life |
Aggregate Intrinsic Value | Exercise Price Per Share | ||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||
| Outstanding at January 1, 2024 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
| Granted | $ | - | $ | |||||||||||||||||
| Exercised | $ | - | $ | |||||||||||||||||
| Expired/cancelled | $ | - | $ | |||||||||||||||||
| Outstanding at June 30, 2024 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
| Exercisable at June 30, 2024 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Outstanding at January 1, 2025 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
| Granted | $ | - | $ | |||||||||||||||||
| Exercised | $ | - | $ | |||||||||||||||||
| Expired/cancelled | $ | - | $ | |||||||||||||||||
| Outstanding at June 30, 2025 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
| Exercisable at June 30, 2025 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
| 16 |
During the six months ended June 30, 2025 and 2024, the Company recognized $ of stock-based compensation expense related to the vesting of stock options.
Common Stock Warrants
The following schedule summarizes the changes in the Company’s stock warrants:
| Warrants Outstanding | Weighted Average | Weighted Average | ||||||||||||||||||
| Number Of Shares | Exercise Price Per Share | Remaining Contractual Life | Aggregate Intrinsic Value | Exercise Price Per Share | ||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||
| Outstanding at January 1, 2024 |
|
$ | - | years | $ | $ |
|
|||||||||||||
| Granted |
|
$ |
|
- | $ | - | $ | |||||||||||||
| Exercised |
(
|
) | $ | - | $ | - | $ | - | ||||||||||||
| Exchanged | $ | - | $ | - | $ | - | ||||||||||||||
| Outstanding at June 30, 2024 |
|
$ | years | $ |
|
$ |
|
|||||||||||||
| Exercisable at June 30, 2024 |
|
$ | years | $ |
|
$ |
|
|||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Outstanding at January 1, 2025 |
|
$ | years | $ |
|
$ |
|
|||||||||||||
| Granted |
|
$ |
|
- | $ | - | $ | |||||||||||||
| Redeemed | $ | - | $ | - | $ | - | ||||||||||||||
| Exercised | $ | - | $ | - | $ | - | ||||||||||||||
| Exchanged | $ | - | $ | - | $ | - | ||||||||||||||
| Expired/cancelled | $ | - | $ | - | $ | - | ||||||||||||||
| Outstanding at June 30, 2025 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
| Exercisable at June 30, 2025 |
|
$ | - | years | $ |
|
$ |
|
||||||||||||
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows:
| Six Months Ended | Six Months Ended | |||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Expected term | - | - | ||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | % | % |
| 17 |
The Company granted warrants in their Regulation A+ Offering in January 2024, with an exercise price of $ and a three-year term and warrants with the same terms on April 1, 2024.
The Company issued shares of Common Stock in the cashless exercise of warrants.
The Company granted warrants in February 2025, with an exercise price of $ that expire June 30, 2028.
Restricted Stock Units
| Number Of Shares |
Weighted
Average
Grant Date Fair Value |
|||||||
| Six Months Ended June 30, 2024 | ||||||||
| Outstanding at January 1, 2024 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Vested |
(
|
) | $ | |||||
| Forfeited | $ | |||||||
| Outstanding at June 30, 2024 |
|
$ |
|
|||||
| Six Months Ended June 30, 2025 | ||||||||
| Outstanding at January 1, 2025 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Vested |
(
|
) | $ | |||||
| Forfeited | $ | |||||||
| Outstanding at June 30, 2025 |
|
$ |
|
|||||
During
the six months ended June 30, 2025 and 2024, the Company recognized $
On January 1, 2024, the Company granted restricted stock units to its Chief Executive Officer as part of his new employment agreement that vest in four equal installments over a two-year period beginning February 1, 2024. During the six months ended June 30, 2024, of these restricted stock units vested. In May 2024, the Company granted restricted stock units to consultants that vest through December 31, 2025.
During the six months ended June 30, 2025, restricted stock units were granted to consultants that vest through December 31, 2028, and restricted stock units vested.
NOTE 5: CONCENTRATIONS
Three
and one customer accounted for all of the revenues, each, more than
NOTE 6: COMMITMENT
On
June 4, 2019, the Company entered into an Executive Employment Agreement (“
Employment Agreement
”) with Dr. Michael
K. Korenko, the Company’s Chief Executive Officer.
Under
the terms of the Employment Agreement effective January 1, 2024, the Company shall pay to Dr. Korenko a base compensation of $
NOTE 7: SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of this report and there were no items noted to be disclosed.
| 18 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Except for statements of historical fact, certain information described in this Quarterly Report on Form 10-Q (“Quarterly Report”) contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss the Company’s future expectations, including its expectations of its future results of operations or financial position, or state other “forward-looking” information. Vivos Inc. believes that it is important to communicate its future expectations to its investors. However, there may be events in the future that the Company is not able to accurately predict or to control. Further, the Company urges you to be cautious of the forward-looking statements which are contained in this Quarterly Report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products and licenses. The risk factors in the section captioned “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2025, as well as other cautionary language in this Quarterly Report, describe such risks, uncertainties and events that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on the Company’s business, results of operations and financial position.
Business Overview
Vivos Inc. (the “ Company ,” “ we ,” “ us ,” “ our ”) is a radiation oncology medical device company engaged in the development of its yttrium-90 (“ Y-90 ”) based precision radionuclide therapy device, RadioGel™, for the treatment of non-resectable tumors, now trademarked as Precision Radionuclide Therapy™. A prominent team of radiochemists, scientists, and engineers, collaborating with strategic partners, including national laboratories, universities, and private corporations, lead the Company’s development efforts. The Company’s overall vision is to globally empower physicians, medical researchers, and patients by providing them with new isotope technologies that offer safe and effective treatments for cancer.
In 2013, the United States Food and Drug Administration (“ FDA ”) issued the determination that RadioGel™ is a device for human therapy for non-resectable cancers in humans. This should result in a faster path than a drug for final approval.
In January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel™ should be classified as a device for animal therapy of feline sarcomas and canine soft tissue sarcomas. Additionally, after a legal review, the Company believes that the device classification obtained from the FDA Center for Veterinary Medicine is not limited to canine and feline sarcomas but rather may be extended to a much broader population of veterinary cancers, including all or most solid tumors in animals. We expect the result of such classification and label review will be that no additional regulatory approvals are necessary for the use of IsoPet ® for the treatment of solid tumors in animals. The FDA does not have premarket authority over devices with a veterinary classification, and the manufacturers are responsible for assuring that the product is safe, effective, properly labeled, and otherwise in compliance with all applicable laws and regulations.
| 19 |
Based on the FDA’s recommendation, RadioGel™ is being marketed as “IsoPet ® ” for use by veterinarians to avoid any confusion between animal and human therapy. The Company already has trademark protection for the “IsoPet ® ” name. IsoPet ® and RadioGel™ are used synonymously throughout this document. The only distinction between IsoPet ® and RadioGel™ is the FDA’s recommendation that we use “IsoPet ® ” for veterinarian usage, and reserve “RadioGel™” for human therapy. Historically, the Company’s primary focus was on the development and marketing of Isopet ® for animal therapy, through the Company’s IsoPet ® Solutions division. Over the last four years much effort has been directed to completing the testing require to obtain FDA approval for an Investigational Device Exemption and to obtain approval for clinical trials in India.
The Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of university veterinarian hospital to develop detailed therapy procedures to treat animal tumors and ultimately use of the technology in private clinics. In January 2025 the Company restructured and aligned its internal resources and focused efforts to align with animal therapy, human therapy, and recently other applications of its patented technologies.
The Company has worked with five different national laboratories or university veterinarian hospitals on IsoPet ® /RadioGel™ testing and therapy. Washington State University treated five cats for feline sarcoma and served to develop the procedures which are incorporated in our label. They concluded that the product was safe and effective in killing cancer cells. Colorado State University demonstrated the CT and PET-CT imaging of IsoPet ® . The University of Missouri conducted an animal study to treat canine sarcoma. Johns Hopkins University completed a study on VX2 Tumors in Rabbits. Every study confirmed that the Y-90 stayed at the injection site with insignificant distribution outside that boundary.
Commencing in July 2019, the Company recognized its first commercial sale of IsoPet®. A veterinarian from Alaska brought his cat with a re-occurrent spindle cell sarcoma tumor on his face. The cat had previously received external beam therapy, but now the tumor was growing rapidly. He was given a high dose of 400Gy with heavy therapy at the margins.
The Company anticipates that any near-term profits, if any, will be derived from direct sales of RadioGel™ (under the name IsoPet ® ) and related services, and from certifying veterinary clinics to administer IsoPet Therapy. Until recently the Company certified clinics at its own expense, but the demand has increased to the point that starting in 2025 the Company billed its first clinic for the certification process. We have changed to “Volume Pricing” to stimulate interest. We are targeting to increase sales in 2025 to achieve a “Breakeven” status for the Animal Therapy Division in 2026.
The plan is to incorporate the data assembled from our work with Isopet ® in animal therapy to support the Company’s efforts in the development of our RadioGel™ device candidate, including obtaining approval from the FDA to market and sell RadioGel™ as a Class II medical device. RadioGel™ is an injectable particle-gel for Precision Radionuclide Therapy radiation treatment of cancerous tumors in people and animals. RadioGel™ is comprised of a hydrogel, or a substance that is liquid at room temperature and then gels when reaching body temperature after injection into a tumor. In the gel are small, less than two microns, Y-90 phosphate particles. Once injected, these inert particles are locked in place inside the tumor by the gel, delivering a very high local radiation dose. The radiation is beta, consisting of high-speed electrons. These electrons only travel a short distance so the device can deliver high radiation to the tumor with minimal dose to the surrounding tissue. Optimally, patients can go home immediately following treatment without the risk of radiation exposure to family members. Since Y-90 has a half-life of 2.7 days, the radioactivity drops to 5% of its original value after ten days.
In 2021 the Company modified its Indication for Use from skin cancer to cancerous tissue or solid tumors pathologically associated with locoregional papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic lymph nodes or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require post-surgical remnant ablation (for example, after prior incomplete radioiodine therapy). Papillary thyroid carcinoma belongs to the general class of head and neck tumors for which tumors are accessible by intraoperative direct needle injection. The Company’s Medical Advisory Board felt that demonstrating efficacy in clinical trials with this new indication provided a more efficient pathway to regulatory clearance.
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Strategic Initiatives
| ● | IDE - In December 2023, the FDA granted RadioGel Precision Radionuclide Therapy the designation as a Breakthrough Device pursuant to the FDA’s Breakthrough Devices Program, thereby giving the Company access to the “sprint” rapid review process for IDE comments. For the first two quarters of 2025, the Company has been taking advantage of the process to resolve detailed FDA questions on a variety of topics. We intend to leverage both animal and human therapy, safety, and efficacy data for our FDA IDE application in the third quarter of 2025. |
| ● | Commercialization of Human Therapy in India - We are pursuing an expanded permit from the DCGI to conduct clinical trials for commercial applications in India. These new tests will be conducted at a second hospital with a new investigator. |
| ● | Vivos India -We have decided to expand our presence in India and then to expand internationally. We are applying to become a Limited Liability Company in India in order to establish a business entity in India. |
| ● | Animal Therapy in India – In the second quarter of 2025, we sponsored an animal therapy “Pets in the Park” event with a renowned speaker. There is strong interest to initiate animal therapy in India. We now have solid contacts with interested veterinary clinics. A production site in India would allow us to be cost effective. |
| ● | Second Domestic Production Facility – To reduce our risk of a single point of failure at a single production facility in Texas we are negotiating a contract for space at Applied Process Engineering Laboratory (APEL). It will also serve as a production site for our Peltier and Duncan Chillers. We will focus our automative production development at this site, setting the stage for higher volumes in the future. We will continue to use IsoTherapeutics. |
| ● | Future Indications for Use and Alternate Isotopes – In December 2024, the Company conducted an offsite strategic meeting with our key technical staff, both our Medical and Veterinary Advisory Boards, our principal investigators from Mayo Clinic and India, and the Chairman of our Board. The objective was to determine our next target indications for use and to ensure that Y-90 was the best therapeutic isotope to treat these cancers. |
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Over time we intend to expand the indications for use to include all lymph nodes, lung cancer, childhood brain cancer, eyelid cancer, and finally all solid tumors. Interestingly, our health physics experts agreed on all isotopes, but determining the best isotope for each therapy rapidly downsized the prime candidates.
We confirmed that our current isotope, Y-90 was effective for all the targeted indications for use. However, we also decided to explore P-32, Lu-177, and Ac-225. P-32 is not as powerful as Y-90; however, we could modify the concentration, as it has a longer half-life, which could prove to be an advantage for international shipments. While Lu-177 is relatively low-energy, we could adjust the concentration, as it has a lower penetration distance, which might be an advantage in therapies near critical structures since that would result in a higher therapeutic ratio. Ac-225 has a very low penetration distance, but it would be distributed homogeneously in our hydrogel. This could be an advantage in treating brain tumors due to its extremely low alpha penetration.
Our trademarks include BetaGel and AlphaGel and our provisional patents cover the isotopes P-32, Lu-177, and Ac-225. Over the next two years we intend to conduct laboratory testing and then animal and finally human studies in India.
The Company is exploring the viability of leveraging its technology to develop other businesses unrelated to the Company’s principal business of cancer treatment. Each business opportunity could generate income to support our primary objectives or potentially be spun off as a separate business activity to an interested party. To date the focus has been on:
| ● | PrecisionGel – The Company spent years refining the development of its hydrogel, in which gelation initiates at room temperature and is completed as it warms to body temperature. The Company is currently investing in quantifying and controlling the hydrogel resorption and agent dispersal characteristics. There has been enough interest in this component to warrant a serious business case assessment. | |
| The Company has trademarked the name Precision Gel™ and, in addition to its current hydrogel patent, filed a new provisional patent in January 2025 to cover retention, transport, and release of a broad range of agents. These agents include radioactive and non-radioactive materials, solid particles, including nano-particles, large molecules, small molecules, including liquids, cells, and viruses. |
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| In the second quarter of 2025, we signed a contract with Akina, Inc to sell and distribute our hydrogel. It is now in their catalog. |
Intellectual Property
Our original license agreement with Battelle National Laboratory (the “ Battelle License ”) reached its end of life in 2022. We have expanded our proprietary knowledge, as well as our trademark and patent protection, during the past several years in anticipation of the Battelle License reaching the end of its term
Our trademark protection, which is extended to 17 countries, has been expanding continuously:
We own applications/registrations for the following as noted below:
| ○ | ISOPET® | |
| ○ | RADIOGEL® | |
| ○ | ALPHA-GEL™ | |
| ○ | BETA-GEL™ | |
| ○ | GAMMA-GEL™ | |
| ○ | PRECISION RADIONUCLIDE THERAPY™ | |
| ○ |
PRECISIONGEL™
|
|
| ○ | Peltier Chlller © | |
| ○ | Duncan Chiller™ |
We have systematically filed provisional and utility patents that cover our key components, hydrogel and the yttrium phosphate particles, and our injection system in the US patent office and in more than ten other offices covering approximately 63 counties.
In January 2025 we filed an additional provisional patent on the control, transport, and delivery of PrecisionGel.
Financing and Strategy
In November 2019, the SEC qualified the Company’s offering of its Common Stock, under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “ Securities Act ”) (“ Regulation A ”), which offering was and amended from time to time thereafter (the “ 2019 Regulation A+ Offering ”). In September 2021, the SEC qualified the Company’s offering of Common Stock under Regulation A, which offering was amended from time to time thereafter (the “ 2021 Regulation A Offering ”). On July 17, 2024, the SEC qualified the Company’s offering under Regulation A to offer up to $60,000,000 shares of its Common Stock (the “ July 2024 Regulation A+ Offering ” and, together with the 2019 Regulation A+ Offering and the 2021 Regulation A Offering, the “ Regulation A+ Offerings ”.).
During the year ended December 31, 2023, $1,179,245 was raised through the sale of 16,132,000 shares of Common Stock through the Regulation A+ Offerings and concurrent private placements of 18,797,000 warrants. During the year ended December 31, 2024, $2,266,000 was raised through the issuance of 24,950,000 shares of Common Stock through the Regulation A+ Offerings. During the six months ended June 30, 2025, $1,500,000 was raised through the issuance of 12,500,000 shares of Common Stock through the Regulation A+ Offerings and $6,250 through a concurrent private placement of 6,250,000 warrants.
Following receipt of required regulatory approvals and necessary financing to fund our working capital requirements, the Company intends to outsource material aspects of manufacturing, distribution, sales, and marketing for operations within the U.S. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy.
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Long-term, the Company intends to consider resuming research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other illnesses. These long-term goals are subject to the Company: (i) receiving adequate funding; (ii) receiving regulatory approval for RadioGel ™ and other brachytherapy products; and (iii) being able to successfully commercialize its brachytherapy products.
Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations.
The Company’s headquarters are in Northeast Washington, however, our focus on the animal therapy market has been the Northwestern sector of the U.S. The Company continues its marketing efforts on the animal therapy market and our attempts to increase the exposure to our product, and generate revenue accordingly.
As of June 30, 2025, the Company had $2,660,590 in cash on hand. There are currently commitments to vendors for products and services purchased. To continue the development of the Company’s products, the current level of cash will be insufficient to cover the fixed and variable obligations of the Company.
The Company anticipates using the proceeds from the July 2024 Regulation A+ Offering as follows:
For the animal therapy market:
| ● | Expand communication on our website, the Company’s social media presence, conferences, and journals, each intended to increase the number of certified clinics for small animal and equine therapy and to increase the number of patients; | |
| ● | Subsidize certain IsoPet ® therapies, if necessary, to ensure that all viable candidates are treated; and | |
| ● | Assist a new regional clinic with their license and certification training. |
For the human market:
| ● | Enhance the pedigree of the Quality Management System; | |
| ● | Begin automation of product manufacturing; | |
| ● | Fund liability insurance for human clinical studies; and. | |
| ● | Fund human clinical studies in the US and India. |
Research and development of the Company’s precision radionuclide therapy product line has been funded with proceeds from the sale of equity and debt securities, including from the Prior Regulation A+ Offerings. The Company requires additional funding of approximately $3.0 million annually to maintain operating activities. Over the next 36 months, the Company believes it will require approximately $9.0 million in additional capital to: (i) fund the FDA approval process to conduct human clinical trials; (ii) conduct Phase I, pilot, clinical trials; (iii) activate several regional clinics to administer IsoPet ® across the U.S.; (iv) create an independent production center within the current production site to create a template for future international manufacturing; and (v) initiate regulatory approval processes outside of the United States. The proceeds raised from the prior Regulation A+ Offerings were used to fund this development and proceeds from the July 2024 Regulation A+ Offering will be used to continue such development efforts.
The continued deployment of precision radionuclide therapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the precision radionuclide therapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s precision radionuclide therapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies which may possibly include clinical studies. Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or from proceeds raised from the Regulation A+ Offerings.
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The Company intends to expand the indications for use in phases: first, for lymph nodes associated with thyroid cancer, secondly, cancerous lung nodules, and finally, all non-sectable solid tumors.
Following receipt of required regulatory approvals and financing, in the U.S., the Company intends to outsource material aspects of manufacturing, distribution, sales and marketing. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy.
Long-term, the Company intends to consider resuming research efforts with respect to other products and technologies, such as Gamma Gel and Alpha Gel intended to help improve the diagnosis and treatment of cancer and other illnesses. These long-term goals are subject to the Company: (1) receiving adequate funding; (2) receiving regulatory approval for RadioGel ™ and other precision radionuclide therapy products; and (3) being able to successfully commercialize its precision radionuclide therapy products.
Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations.
The Company’s headquarters are in the State of Washington., The initial focus of the animal therapy market has been the Northwestern sector of the United States. The Company has initiated marketing efforts to the animal therapy market in other regions of the United States, attempting to increase the exposure to our product and increase revenue opportunities.
There are currently commitments to vendors for products and services purchased. To continue the development of the Company’s products, the current level of cash will not be enough to cover the fixed and variable obligations of the Company. The Company has focused on operating on minimum overhead, including using a virtual office for the last several years and retaining experienced industry consultants available on an as needed basis. This has helped focus the capital received from the Company’s Regulation A+ Offerings on activities that enhance our objectives.
There is no guarantee that the Company will be able to raise additional funds or to do so on terms advantageous to the Company’s stockholders.
The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There can be no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Available Information
The Company prepares and files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and certain other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Moreover, the Company maintains a website at http://www.radiogel.com that contains important information about the Company, including biographies of key management personnel, as well as information about the Company’s business. This information is publicly available and is updated regularly.
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Results of Operations
Comparison of the Six months Ended June 30, 2025 and 2024
The following table sets forth information from our statements of operations for the six months ended June 30, 2025 and 2024:
|
Six Months Ended
June 30, 2025 |
Six Months Ended
June 30, 2024 |
|||||||
| Revenues | $ | 41,748 | $ | 18,000 | ||||
| Cost of goods sold | 85,583 | 16,780 | ||||||
| Gross loss | (43,835 | ) | 1,220 | |||||
| Operating expense | (1,494,470 | ) | (1,100,659 | ) | ||||
| Operating loss | (1,538,305 | ) | (1,099,439 | ) | ||||
| Non-operating income (expense) | 58,096 | 37,442 | ||||||
| Net loss | $ | (1,480,209 | ) | $ | (1,061,997 | ) | ||
Revenues and Cost of Goods Sold
Revenue was $41,748 and $18,000 for the six months ended June 30, 2025 and 2024, respectively. All revenue recognized in the six months ended June 30, 2025 and 2024 relate to the procedures performed with respect to the IsoPet ® therapies, sales of IsoPet ® and freight. In 2025, we recognized revenue for the licensing and certification of clinics approximating $20,000.
Management does not anticipate that the Company will generate sufficient revenue to sustain operations until such time as the Company secures multiple revenue-generating arrangements with respect to RadioGel™ and/or any of our other brachytherapy technologies.
Commencing in 2025, the Company had started ordering Hydrogel to use in more than one treatment. This is anticipated to increase the number of treatments that can be handled in a particular clinic monthly. As a result, we have inventory built up that when used will increase our cost of goods sold over time.
Operating Expenses
Operating expense for the six months ended June 30, 2025 and 2024, respectively consists of the following:
|
Six months ended
June 30, 2025 |
Six months ended
June 30, 2024 |
|||||||
| Professional fees, including stock-based compensation | $ | 946,723 | $ | 683,452 | ||||
| Payroll expense | 187,384 | 181,753 | ||||||
| Research and development | 227,246 | 157,109 | ||||||
| General and administrative expense | 133,117 | 78,345 | ||||||
| Total operating expense | $ | 1,494,470 | $ | 1,100,659 | ||||
Operating expense for the six months ended June 30, 2025 and 2024 was $1,494,470 and $1,100,659, respectively. The increase in operating expense from 2024 to 2025 can be attributed to the increase in professional fees ($683,452 for the six months ended June 30, 2024 versus $946,723 for the six months ended June 30, 2025) related to the fees incurred for the consultants engaged in 2025 versus 2024 and increase in value of RSUs vested; the increase in general and administrative expense ($78,345 for the six months ended June 30, 2024 versus $133,117 for the six months ended June 30, 2025); the increase in research and development ($157,109 for the six months ended June 30, 2024 versus $227,246 for the six months ended June 30, 2025) as the Company continued to ramp up the development of their products in 2025 in India as well as the US including research studies as well as continuing the steps necessary to be accepted by the FDA, and an increase in payroll expense ($181,753 for the six months ended June 30, 2024 versus $187,384 for the six months ended June 30, 2025) related to the CEOs employment contract and bonus.
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Non-Operating Income
Non-operating income for the six months ended June 30, 2025 and 2024 were as follows:
|
Six months ended
June 30, 2025 |
Six months ended
June 30, 2024 |
|||||||
| Interest income | $ | 58,096 | $ | 37,442 | ||||
| Non-operating income (expense) | $ | 58,096 | $ | 37,442 | ||||
Non-operating income for the six months ended June 30, 2025 and 2024 related to interest earned on the Company’s cash accounts.
Net Loss
Our net loss for the six months ended June 30, 2025 and 2024 was $(1,480,209) and $(1,061,997), respectively.
Comparison of the Three months Ended June 30, 2025 and 2024
The following table sets forth information from our statements of operations for the three months ended June 30, 2025 and 2024:
|
Three Months Ended
June 30, 2025 |
Three Months Ended
June 30, 2024 |
|||||||
| Revenues | $ | 15,000 | $ | 13,500 | ||||
| Cost of goods sold | 49,753 | 10,780 | ||||||
| Gross loss | (34,753 | ) | 2,720 | |||||
| Operating expense | (640,019 | ) | (525,029 | ) | ||||
| Operating loss | (674,772 | ) | (522,309 | ) | ||||
| Non-operating income (expense) | 29,259 | 18,851 | ||||||
| Net loss | $ | (645,513 | ) | $ | (503,458 | ) | ||
Revenues and Cost of Goods Sold
Revenue was $15,000 and $13,500 for the three months ended June 30, 2025 and 2024, respectively. All revenue recognized in the three months ended June 30, 2025 and 2024 relate to the procedures performed with respect to the IsoPet ® therapies, sales of IsoPet ® and freight.
Management does not anticipate that the Company will generate sufficient revenue to sustain operations until such time as the Company secures multiple revenue-generating arrangements with respect to RadioGel™ and/or any of our other brachytherapy technologies.
Commencing in 2025, the Company had started ordering Hydrogel to use in more than one treatment. This is anticipated to increase the number of treatments that can be handled in a particular clinic monthly. As a result, we have inventory built up that when used will increase our cost of goods sold over time.
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Operating Expenses
Operating expense for the three months ended June 30, 2025 and 2024, respectively consists of the following:
|
Three months ended
June 30, 2025 |
Three months ended
June 30, 2024 |
|||||||
| Professional fees, including stock-based compensation | $ | 358,454 | $ | 279,814 | ||||
| Payroll expense | 92,687 | 90,628 | ||||||
| Research and development | 107,965 | 99,662 | ||||||
| General and administrative expense | 80,913 | 54,925 | ||||||
| Total operating expense | $ | 640,019 | $ | 525,029 | ||||
Operating expense for the three months ended June 30, 2025 and 2024 was $640,019 and $525,029, respectively. The increase in operating expense from 2024 to 2025 can be attributed to the increase in professional fees ($279,814 for the three months ended June 30, 2024 versus $358,454 for the three months ended June 30, 2025) related to the fees incurred for the consultants engaged in 2025 versus 2024 and the value of the vested RSUs; the increase in general and administrative expense ($54,925 for the three months ended June 30, 2024 versus $80,913 for the three months ended June 30, 2025); the increase in research and development ($99,662 for the three months ended June 30, 2024 versus $107,965 for the three months ended June 30, 2025) as the Company continued to ramp up the development of their products in 2025 in India as well as the US including research studies as well as continuing the steps necessary to be accepted by the FDA, and an increase in payroll expense ($90,628 for the three months ended June 30, 2024 versus $92,687 for the three months ended June 30, 2025) related to the CEOs employment contract and bonus.
Non-Operating Income
Non-operating income for the three months ended June 30, 2025 and 2024 were as follows:
|
Three months ended
June 30, 2025 |
Three months ended
June 30, 2024 |
|||||||
| Interest income | $ | 29,259 | $ | 18,851 | ||||
| Non-operating income (expense) | $ | 29,259 | $ | 18,851 | ||||
Non-operating income for the three months ended June 30, 2025 and 2024 related to interest earned on the Company’s cash accounts.
Net Loss
Our net loss for the three months ended June 30, 2025 and 2024 was $(645,513) and $(503,458), respectively.
Liquidity and Capital Resources
At June 30, 2025, the Company had working capital of $2,679,098, as compared to working capital of $2,147,247 at December 31, 2024. As of June 30, 2025, the Company did not have any commitments for capital expenditures.
Net cash used in operating activities for the six months ended June 30, 2025 and 2024, was $1,059,708 and $706,870, respectively. Cash used in operating activities was primarily related to the Company’s net loss from operations, stock-based compensation, as well as the changes in accounts receivable, inventory, prepaid expense, and accounts payable. During the six months ended June 30, 2025 and 2024, there was no cash used in investing activities. Net cash provided by financing activities for the six months ended June 30, 2025 and 2024 was $1,507,750 and $839,000, respectively, consisting of proceeds from the sales of Common Stock and warrants as part of our Regulation A+ Offerings.
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The Company has generated material operating losses since inception. The Company had a net loss of $1,480,209 for the six months ended June 30, 2025 as compared to a net loss of $1,061,997 for the six months ended June 30, 2024. The Company expects to continue to experience net operating losses for the foreseeable future. Historically, the Company has relied upon investor funds to maintain its operations and develop the Company’s business. The Company anticipates raising additional capital within the next twelve months for working capital as well as business expansion, although the Company can provide no assurance that additional capital will be available on terms acceptable to the Company, if at all. If the Company is unable to obtain additional financing to meet its working capital requirements, it may have to curtail its business or cease all operations.
The Company requires funding of at least $3.0 million per year to maintain current operating activities. Over the next 36 months, the Company believes it will require approximately $9.0 million in additional capital to: (i) fund the FDA approval process to conduct human clinical trials; (ii) conduct Phase I, pilot, and clinical trials; (iii) activate several regional clinics to administer IsoPet ® across the county; (iv) create an independent production center within the current production site to create a template for future international manufacturing; and (v) initiate regulatory approval processes outside of the United States.
The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies, which may possibly include clinical studies. Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or additional capital raises.
Recent geopolitical events, including the inherent instability and volatility in global capital markets, as well as the lack of liquidity in the capital markets, could also impact the Company’s ability to obtain financing and its ability to execute its business plan.
Our Chief Executive Officer currently works from his home office in virtual communication with key personnel. Cadwell Laboratories, which is controlled by Carl Cadwell, a director of the Company, provides office space to management on an as-needed basis until such time as the Company leases permanent office space.
Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. During the period ended June 30, 2025, we believe there have been no significant changes to the items disclosed as significant accounting policies in management’s notes to the financial statements in our annual report on Form 10-K for the year ended December 31, 2024, filed on March 24, 2025.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on the Company’s financial condition, revenues, results of operations, liquidity or capital expenditures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
This item is not applicable to us because we are a smaller reporting company as defined by Rule 12b-2 under the Securities Exchange Act of 1934.
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Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Based on an evaluation as of the date of the end of the period covered by this report, the Company’s Chief Executive Officer and Interim Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, the Company’s Chief Executive Officer and Interim Chief Financial Officer concluded that, because of material weakness related to proper segregation of duties, the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Company’s Interim Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the period ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| (a) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; | |
| (b) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and | |
| (c) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements. |
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PART II
Item 1. Legal Proceedings
The Company may, from time to time, be involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity.
Item 2. Unregistered Sales of Equity Securities
From January 1, 2025 through June 30, 2025, the Company issued:
12,500,000 shares of Common Stock in their Regulation A+ Offering, and 6,250,000 warrants in the amount of $1,506,250.
80,200 shares of Common Stock for services rendered valued at $9,375.
350,000 shares of Common Stock in settlement of RSUs.
Item 6. Exhibits.
|
Exhibit
Number |
Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Vivos Inc. | ||
| Date: August 13, 2025 | By: | /s/ Michael Korenko |
| Name: | Michael K. Korenko | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 13, 2025 | By: | /s/ Michael Pollack |
| Name: | Michael Pollack | |
| Title: | Interim Chief Financial Officer | |
| (Interim Principal Financial and Accounting Officer) | ||
| 32 |