What changed in this filing

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Item 9A. Controls and Procedures

2021-03-24 compared with 2020-04-28 · 779 added, 957 removed, 1152 unchanged (60% of the section changed)

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Controls and Procedures

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

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 the disclosed material weaknesses in the Company’s

internal control over financial reporting, the Company’s disclosure controls and procedures were ineffective as of the end

Based on that evaluation, the Company’s Chief

Executive Officer and Interim Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s

internal control over financial reporting, 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.

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.

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.

Management’s

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.

Annual Report on Internal Control Over Financial Reporting

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Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of

December 31, 2019, using the criteria established in Internal Control –

Integrated Framework (2013 framework) issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“

COSO ”).

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

December 31, 2020, using the criteria established in Internal Control – Integrated Framework (2013 framework)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood

that a material misstatement of the annual or interim financial statements will not be prevented or detected.

As a result of management’s

assessment, management has determined that there are material weaknesses due to the lack of segregation of duties and, due to

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Due to the material weaknesses management concluded that as of December

31, 2019, the Company’s internal control over financial reporting was ineffective.

31, 2020, the Company’s internal control over financial reporting was ineffective.

In order to address and resolve the weaknesses,

the Company will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer

positions as the Company’s financial means allow.

To date, the Company’s limited financial resources have not allowed

positions as the Company’s financial means allow.

To date, the Company’s limited financial resources have not allowed

the Company to hire the additional personnel necessary to address the material weaknesses.

Management’s

Annual Report on Internal Control Over Financial Reporting

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public

accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only

management’s report in this annual report.

in Internal Control Over Financial Reporting

have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s

last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s

last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

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accordance with authorizations of management and directors of the registrant;

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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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Company’s current directors and executive officers are as follows:

Chief Executive Officer, and Director

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of the Board and Secretary

the Company’s directors hold office until the next annual meeting of the stockholders or until their successors is elected

and qualified.

The Company’s executive officers are appointed by the Company’s board of directors and hold office

until their resignation, removal, death or retirement.

and Business Experience

business experience during the past five years of each of the Company’s directors and executive officers is as follows:

Korenko , President and Chief Executive Officer of the Company since December 2016, and a member of the Board

of Directors since August 2017, joined the Company as an Advisor to the Board of the Company during 2009 and served as member

of the Board from May 2009 to March 2010.

business experience during the past five years of each of the Company’s directors and executive officers is as follows:

Korenko , President and Chief Executive Officer of the Company since December 2016, and a member of the

Board of Directors since August 2017, joined the Company as an Advisor to the Board of the Company during 2009 and served as

member of the Board from May 2009 to March 2010.

Korenko has also served on the Hanford Advisory Board since 2009.

Korenko served

as Business Development Manager for Curtiss-Wright from 2006 to 2009, as Chief Operating Officer for Curtiss-Wright from 2000

to 2005 and was Executive Vice President of Closure for Safe Sites of Colorado at Rocky Flats from 1994 to 2000.

Korenko served

as Vice President of Westinghouse from 1987 to 1994 and was responsible for the 300 and 400 areas, including the Fast Flux Testing

Facility (“

FFTF ”) and all engineering, safety analysis, and projects for the Hanford site.

Korenko served as Business Development Manager for Curtiss-Wright from 2006 to 2009, as Chief Operating Officer for

Curtiss-Wright from 2000 to 2005 and was Executive Vice President of Closure for Safe Sites of Colorado at Rocky Flats from

1994 to 2000.

Korenko served as Vice President of Westinghouse from 1987 to 1994 and was responsible for the 300 and 400

areas, including the Fast Flux Testing Facility (“ FFTF ”) and all engineering, safety analysis, and

projects for the Hanford site.

Korenko is the author of 28 patents and has received many awards, including the National Energy Resources Organization Research

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and was selected as a White House Fellow for the Department of Defense, reporting to Secretary Cap Weinberger.

Korenko brings to the Board over seven years’

experience working with and advising various small businesses, including companies

Korenko brings to the Board over seven years’ experience working with and advising various small businesses, including companies

involved in turnarounds.

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provider of neurodiagnostic medical devices.

After receiving his bachelor’s degree from the University of Oregon in 1966

and a doctoral degree from the University of Washington in 1970, he began his career serving in the United States Army as a dentist

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Swanberg, M.S., P.E.

Swanberg has over 30 years’

experience in radiochemical processing, medical isotope

Swanberg has over 30 years’ experience in radiochemical processing, medical isotope

production, nuclear waste management, materials science, regulatory affairs, and project management.

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Pressman earned his medical degree Cum Laude from Harvard Medical School after graduating Summa Cum Laude from Dartmouth College.

After a surgical internship at Harvard’s Peter Bent Brigham Hospital in Boston, he completed a diagnostic radiology residency

at Columbia-Presbyterian Medical Center in New York and a Neuroradiology fellowship at George Washington University Hospital.

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charge of a grant awarded by the NIH for its National Cancer Oncology Research Program (NCORP) at Main Line Health.

DeNittis’

practice experience includes image-guided radiosurgery, stereotactic body radiation therapy (SBRT), intensity modulated radiation

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Davis, she completed Dr.

Gordon Theilen’s first mock residency program in oncology and has served the profession by consulting,

writing and lecturing in the rapidly growing field of veterinary oncology and end of life care.

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Alice was elected 2016 Hermosa Beach Woman

Villalobos’

role with the Company is to support the commercialization of the Company’s yttrium-90 brachytherapy products

Villalobos’ role with the Company is to support the commercialization of the Company’s yttrium-90 brachytherapy products

for use in companion animals.

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Weller is board-certified by the American College of Veterinary Internal Medicine in Internal Medicine (1980) and Oncology

Past Chairperson of the Organizing Committee for the Specialty of Veterinary Medical Oncology, Past Chairperson of the Board of

Regents of the American College of Veterinary Internal Medicine, Past President of the Board of Regents of the American College

of Veterinary Internal Medicine, Past President of the Specialty of Oncology, and a Charter Member of the Veterinary Cancer Society

which he served as Treasurer for 16 years.

He is an Honorary Professor of the Institute of Veterinary Medicine in Kyiv, Ukraine.

Weller has lectured and trained veterinarians worldwide and has authored or co-authored over 250 articles, technical reports,

book chapters, and presentations in his fields of expertise.

(1987), Past Chairperson of the Organizing Committee for the Specialty of Veterinary Medical Oncology, Past Chairperson of

the Board of Regents of the American College of Veterinary Internal Medicine, Past President of the Board of Regents of the

American College of Veterinary Internal Medicine, Past President of the Specialty of Oncology, and a Charter Member of the

Veterinary Cancer Society which he served as Treasurer for 16 years.

He is an Honorary Professor of the Institute of

Veterinary Medicine in Kyiv, Ukraine.

Weller has lectured and trained veterinarians worldwide and has authored or

co-authored over 250 articles, technical reports, book chapters, and presentations in his fields of expertise.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more

than 10% of the Company’s common stock to file with the SEC initial reports of beneficial ownership on Form 3, changes in

16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more

than 10% of the Company’s common stock to file with the SEC initial reports of beneficial ownership on Form 3, changes in

beneficial ownership on Form 4, and an annual statement of beneficial ownership on Form 5.

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were filed during the year ended December 31, 2020 and that such reports were timely.

Company’s Board of Directors has not adopted a code of ethics that applies to the principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions, because of the Company’s

limited number of executive officers and employees that would be covered by such a code and the Company’s limited financial

Company’s Board of Directors has not adopted a code of ethics that applies to the principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions, because of the Company’s

limited number of executive officers and employees that would be covered by such a code and the Company’s limited financial

The Company anticipates that it will adopt a code of ethics after it increases the number of executive officers and

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Committee and Audit Committee Financial Expert

of the date of this report, the Company has not established an audit committee, and therefore, the Company’s full board

of directors performs the functions that customarily would be undertaken by an audit committee.

The Company’s board of directors

during 2020 was comprised of two directors, one of whom the Company had determined satisfied the general independence standards

of the NASDAQ listing requirements.

Company’s Board of Directors has determined that none of its current members qualifies as an “audit committee financial

expert,”

as defined by the rules of the SEC.

Company’s Board of Directors has determined that none of its current members qualifies as an “audit committee financial

expert,” as defined by the rules of the SEC.

In the future, the Company intends to establish board committees and to appoint

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securities exchange.

Board of Directors;

Attendance at

The Board held two

meetings and acted by unanimous written consent two times during the year ended December 31, 2020.

Each director attended

both Board meetings during the year ended December 31, 2020.

We have no formal policy with respect to the attendance

of Board members at annual meetings of shareholders, but encourage all incumbent directors and director nominees to attend each

annual meeting of shareholders.

EXECUTIVE COMPENSATION.

Compensation Table

following table sets forth the compensation paid to the Company’s Chief Executive Officer and those executive officers that

earned in excess of $100,000 during the year ended December 31, 2019 (collectively, the “

Named Executive Officers ”):

following table sets forth the compensation paid to the Company’s Chief Executive Officer and those executive officers that

earned in excess of $100,000 during the year ended December 31, 2020 (collectively, the “ Named Executive Officers ”):

Name and Principal Position (1)

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CEO, President and Director

Bruce Jolliff (3)

Pollack began serving as the Company’s Interim Chief Financial Officer in December 2018 and was paid no compensation

in 2018 or 2019.

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amounts in this column represent the grant date fair value of stock option awards, computed in accordance with FASB ASC Topic

Jolliff was terminated as Chief Financial Officer in November 2018.

the $120,000 due Mr.

Korenko, $100,000 is accrued for as of December 31, 2019.

Korenko for 2019, $100,000 is accrued for as of December 31, 2019, and as of December 31, 2020, the Company

has $69,914 in accrued compensation to Mr.

Disclosure to Summary Compensation Table

On October 24, 2018, Mr.

Korenko entered into an employment agreement with the Company (the “

Employment Agreement ”), which was scheduled to terminate on December 31, 2019.

Korenko entered into an employment agreement with the Company (the “ Old

Employment Agreement ”), which was scheduled to terminate on December 31, 2019.

On June 4, 2019, Mr.

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Company entered into a new employment agreement, effective June 11, 2019, which shall terminate on December 31, 2020 and December

31 of subsequent years (the “

Termination Date ”) if the agreement is extended pursuant to its terms.

31 of subsequent years (the “ Termination Date ”) if the agreement is extended pursuant to its terms.

terms of his employment agreement, the Company may terminate Dr.

Korenko’s employment either with or without cause prior

to the Termination Date, but in the event of a termination without cause, Dr.

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of his base salary for a period of six months thereafter, all of Dr.

Korenko’s outstanding options, if any, shall vest,

Korenko shall be entitled to receive all past due compensation within three weeks of the date of termination.

The employment

agreement automatically renewed for another year through December 31, 2021.

Company shall pay to Dr.

Korenko an annual base compensation of $180,000, which is payable in equal monthly intervals.

$180,000 in annual base salary, $60,000 of annual pay shall be deferred and accrued until the Company’s cash balance exceeds

Korenko’s employment agreement provides that he shall receive a stock option grant issued under the Company’s

2015 Omnibus Securities and Incentive Plan in an amount equal to 21 million options ten days after the Company’s 1-for-8

reverse split, which was consummated in late June 2019.

The options shall have a seven year term, shall be exercisable at a price

of $0.024 per share, and shall vest as follows:

50% shall vest in equal amounts at the end of each quarter for the two quarters

after grant date, 25% shall vest upon the Company filing for a patent, and the remaining 25% shall vest upon the first commercial

sale of IsoPet.

Korenko’s Old Employment Agreement, the Company agreed to issue to Dr.

$180,000 in annual base salary, $60,000 of annual pay shall be deferred and accrued until the Company’s cash balance exceeds

$1,000,000, which occurred in December 2020.

Korenko’s employment agreement provides that he shall receive a

stock option grant issued under the Company’s 2015 Omnibus Securities and Incentive Plan in an amount equal to 21 million

options ten days after the Company’s 1-for-8 reverse split, which was consummated in late June 2019.

The options shall have

a seven year term, shall be exercisable at a price of $0.024 per share, and shall vest as follows:

50% shall vest in equal amounts

at the end of each quarter for the two quarters after grant date, 25% shall vest upon the Company filing for a patent, and the

remaining 25% shall vest upon the first commercial sale of IsoPet.

In December 2020, Mr.

Korenko exercised 2,500,000 of these

options for $60,000.

Korenko’s Old Employment Agreement, the Company agreed to issue to Dr.

Korenko 3,500,000 shares of common stock and

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consideration for Dr.

Korenko’s past performance, the Company agreed to compensate Dr.

Korenko with a cash bonus in the

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immediately upon issuance, have a term of seven years, and are exercisable at a price of $0.112 per share.

Bruce Jolliff .

On October 24, 2018, Mr.

Jolliff entered into an employment agreement with the Company, which was scheduled

to terminate on December 31, 2019 (the “

Termination Date ”) and September 30 of subsequent years if the agreement

were extended.

Under the terms of his employment agreement, the Company could terminate Mr.

Jolliff’s employment either

with or without cause prior to the Termination Date, but in the event of a termination without cause, Mr.

Jolliff would be entitled

to receive monthly payments of his base salary for a period of six months thereafter.

The Company also granted Mr.

Jolliff a stock

option grant of 3,045,057 options under the 2015 Omnibus Securities and Incentive Plan on October 22, 2018.

The options vested

immediately upon issuance, have a term of seven years, and are exercisable at a price of $0.112 per share.

The options were granted

prior to the termination of Mr.

Jolliff and have not been canceled.

In November 2018, the Company terminated Mr.

Jolliff for reasons

other than cause, and paid Mr.

Jolliff his monthly agreed upon, non-deferred salary of $10,000 per month for a period of six months

through May 2019.

Company paid bonuses to certain employees based on their performance, the Company’s need to retain such employees, and funds

All bonus payments were approved by the Company’s Board of Directors.

Company paid bonuses to certain employees based on their performance, the Company’s need to retain such employees, and funds

All bonus payments were approved by the Company’s Board of Directors.

Equity Awards at Fiscal Year-End Table

following table sets forth all outstanding equity awards held by the Company’s Named Executive Officers as of the end of

last fiscal year.

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Exercise Date

Bruce Jolliff (1) (2)

Bruce Jolliff (1)(2)

Michael Korenko (1)

Michael Korenko (2)

noted above, Mr.

Jolliff was terminated as Chief Financial Officer in November 2018.

pursuant to employment contract dated October 24, 2018

pursuant to employment contract dated July 7, 2019

the year ended December 31, 2019, the Company’s non-employee directors were not paid any compensation.

following table sets forth, for each of the Company’s non-employee directors who served during 2019, the aggregate number

the year ended December 31, 2020, the Company’s non-employee directors were not paid any compensation.

following table sets forth, for each of the Company’s non-employee directors who served during 2020, the aggregate number

of stock awards and the aggregate number of stock option awards that were outstanding as of December 31, 2020:

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Path Forward Agreements and conversion of his advances to the Company.

These warrants expired in October 2020.

are no employment contracts or compensatory plans or arrangements with respect to any director that would result in payments by

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Ownership of the Company’s Common Stock

following table sets forth, as of April 24, 2020, the number of shares of common stock beneficially owned by the following

(i) all persons the Company knows to be beneficial owners of at least 5% of the Company’s common stock, (ii) the

Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors and executive

Ownership of the Company’s Common Stock

following table sets forth, as of March 18, 2021, the number of shares of common stock beneficially owned by the following

(i) all persons the Company knows to be beneficial owners of at least 5% of the Company’s common stock, (ii) the

Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors and executive

officers as a group.

of April 24, 2020, there were 214,421,364 shares of common stock outstanding and up to 94,681,140 shares issuable upon

exercise of common stock equivalents, assuming exercise and conversion occurred as of that date, for a total of 309,102,504 shares.

of March 18, 2021, there were 297,346,254 shares of common stock outstanding and up to 90,093,648 shares issuable

upon exercise of common stock equivalents, assuming exercise and conversion occurred as of that date, for a total of 387,439,902

Name and Address of Beneficial Owner (1)

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Cadwell Family Irrevocable Trust

Michael Pollack

All Current Directors and Executive Officers as a group (3 individuals)

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336, except that the address

of the Cadwell Family Irrevocable Trust (the “

Cadwell Trust ”) is 909 North Kellogg Street, Kennewick, WA

determining beneficial ownership of the Company’s common stock as of a given date, the number of shares shown includes

of the Cadwell Family Irrevocable Trust (the “ Cadwell Trust ”) is 909 North Kellogg Street, Kennewick, WA

determining beneficial ownership of the Company’s common stock as of a given date, the number of shares shown includes

shares of common stock which may be acquired upon exercise of the common stock equivalents within 60 days of that date.

determining the percent of common stock owned by a person or entity on April 24, 2020, (a) the numerator is the number

determining the percent of common stock owned by a person or entity on March 18, 2021, (a) the numerator is the number

of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days

on exercise of the common stock equivalents, and (b) the denominator is the sum of (i) the total shares of common stock outstanding

on April 24, 2020, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the

on March 18, 2021, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the

common stock equivalents.

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1,136,137 shares issuable upon conversion of Series A Preferred;

4,816,275 shares issuable upon conversion of Series C Preferred;

and 6,425,503 shares issuable upon the exercise of warrants that may be exercised within 60 days of April 24, 2020.

and 4,816,275 shares issuable upon conversion of Series C

125,000 shares issuable upon conversion of Series A Preferred;

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26,620,152 shares

issuable upon the exercise of stock options exercisable within 60 days of April 24, 2020;

issuable upon the exercise of stock options exercisable within 60 days of March 18, 2021;

and 225,000 shares issuable

upon the exercise of warrants that may be exercised within 60 days of November 15, 2019.

Pollack, the Company’s Interim Chief Financial Officer, does not hold any Company securities, and has therefore been

omitted from this table.

Ownership of the Company’s Series A Convertible Preferred Stock

As of April 24,

2020, there were 2,552,642 shares of Series A Preferred issued and outstanding, convertible into 3,190,803 shares of the Company’s

common stock.

following table sets forth, as of April 24, 2020, the number of shares of Series A Preferred beneficially owned by the

upon the exercise of warrants that may be exercised within 60 days of March 18, 2021.

Ownership of the Company’s Series A Convertible Preferred Stock

of March 18, 2021, there were 2,171,007 shares of Series A Preferred issued and outstanding, convertible into 2,713,759

shares of the Company’s common stock.

following table sets forth, as of March 18, 2021, the number of shares of Series A Preferred beneficially owned by the

following persons:

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series A Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series A Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

and executive officers as a group.

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Major Shareholder(s):

Jason Adelman (4)

Firstfire Global Opportunities Fund

Bruce Jolliff

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336, except that the address

of (i) the Cadwell Family Irrevocable Trust (the “

Cadwell Trust ”

) is 909 North Kellogg Street, Kennewick,

(ii) Jason Adelman is 40 East 66th Street, New York, NY 10065;

Bruce Jolliff is 206 N 41st St.

Yakima, WA 98901;

(iv) Stoel Rives is One Union Square, 600 University Street, Suite 3600, Seattle, WA 98101 and (v) MEF I,

LLP is c/o Magna Management, 40 Wall Street, 58th Floor, New York, NY 10005.

of (i) the Cadwell Family Irrevocable Trust (the “ Cadwell Trust ” ) is 909 North Kellogg Street, Kennewick,

(ii) Firstfire Global Opportunities Fund LLC is 1040 First Avenue, Suite 190, New York, NY 10022;

Jolliff is 206 N 41st St.

Unit 1, Yakima, WA 98901;

and (iv) Stoel Rives is One Union Square, 600 University Street, Suite

3600, Seattle, WA 98101.

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose

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over the Series A Convertible Preferred beneficially owned by the Cadwell Trust.

Pollack, the Company’s Interim Chief Financial Officer, does not hold any Company securities, and has therefore been

omitted from this table.

Includes 251,800 shares held by Cipher 06, LLC.

Ownership of the Company’s Series B Convertible Preferred Stock

of April 24, 2020, there were 1,013,245 shares of Series B Preferred issued and outstanding, convertible into 12,665,563

shares of the Company’s common stock.

following table sets forth, as of April 24, 2020, the number of shares of Series B Preferred beneficially owned by the

Pollack, the Company’s Interim Chief Financial Officer, does not hold any Company Series A Convertible Preferred, and

has therefore been omitted from this table.

Ownership of the Company’s Series B Convertible Preferred Stock

of March 18, 2021, there were 436,653 shares of Series B Preferred issued and outstanding, convertible into 5,458,163 shares

of the Company’s common stock.

following table sets forth, as of March 18, 2021, the number of shares of Series B Preferred beneficially owned by the

following persons:

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series B Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series B Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

and executive officers as a group.

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Percent of Class

Cadwell Family Irrevocable Trust

All Current Directors and Executive Officers as a group (2 individuals)

All Current Directors and Executive Officers as a group (3

Major Shareholder(s):

Jason Adelman (3)

None of the Company’s directors and executive officers hold

any shares of the Company’s Series B Convertible Preferred, and they have therefore been omitted from this table.

of each of the beneficial owners are as follows:

(i) Jason Adelman is 40 East 66th St., New York, NY 10065;

and (ii) Cipher 06,

LLC, c/o Ellis Lake Capital, 444 Madison Avenue, 40 th Floor, New York, NY 10022.

of the Company’s directors and executive officers hold any shares of the Company’s Series B Convertible Preferred,

and they have therefore been omitted from this table.

The address of each of the beneficial owners are as follows:

Adelman is 40 East 66th St., New York, NY 10065;

and (ii) Cipher 06, LLC, c/o Ellis Lake Capital, 444 Madison Avenue, 40 th

Floor, New York, NY 10022.

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose

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200,000 shares of Series B Preferred held by JTA Resources LLC.

shares of Series B Preferred held by Cipher 06 LLC, for which the holder has shared

voting and investment power.

Ownership of the Company’s Series C Convertible Preferred Stock

of April 24, 2020, there were 385,302 shares of Series C Preferred issued and outstanding, convertible into 4,816,275 shares

of the Company’s common stock.

following table sets forth, as of April 24, 2020, the number of shares of Series C Preferred beneficially owned by the

Ownership of the Company’s Series C Convertible Preferred Stock

of March 18, 2021, there were 385,302 shares of Series C Preferred issued and outstanding, convertible into 4,816,275 shares

of the Company’s common stock.

following table sets forth, as of March 18, 2021, the number of shares of Series C Preferred beneficially owned by the

following persons:

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series C Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series C Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

and executive officers as a group.

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Ownership (2)

All Current Directors and Executive Officers as a group (3 individuals) (3)

Current Directors and Executive Officers as a group (3 individuals) (3)

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336.,

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over the Series C Preferred beneficially owned by the Cadwell Trust.

Michael Korenko, the Company’s Chief Executive Officer, nor Michael Pollack, the Company’s Interim Chief Financial

Officer, hold any shares of the Company’s Series C Preferred, and they have therefore been omitted from this table.

Company does not know of any arrangements, including any pledges of the Company’s securities that may result in a change

Michael Korenko, the Company’s Chief Executive Officer, nor Michael Pollack, the Company’s Interim Chief Financial

Officer, hold any shares of the Company’s Series C Preferred, and they have therefore been omitted from this table.

Company does not know of any arrangements, including any pledges of the Company’s securities that may result in a change

in control of the Company.

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from Related Parties

in December 2008, the Company has obtained financing from Carlton M.

Cadwell, a member of the Company’s Board of Directors

and a beneficial owner of more than 10% of the Company’s common stock, in transactions which involved the Company’s

issuance of convertible notes and common stock.

On September 4, 2015, the Company exchanged $1,414,100 of convertible notes plus

$810,538 of accrued interest into 148,311 shares of Series A Convertible Preferred and another $2,224,466 of convertible notes

plus $889,838 of accrued interest into 207,620 shares of Series A Convertible Preferred.

Additionally, the Company exchanged the

remaining $906,572 of convertible notes plus $148,960 accrued interest into a $1,055,532 demand note, 8% interest rate, due on

demand at any time after March 31, 2017.

Such note was converted into 73,546 shares of Series A Convertible Preferred on May 19,

At December 31, 2016, Mr.

Cadwell had an aggregate total of $332,195 in promissory notes.

In March 2017, the Company converted

the $332,195 promissory note and $51,576 of accrued interest into a new promissory note totaling $383,771, due December 31, 2017.

In December 2017, the note due date was extended to May 9, 2018.

On October 19, 2018, the $383,771 promissory note and $58,880

of accrued interest was converted into 6,250,000 shares of Company common stock, 385,302 Series B Convertible Preferred shares,

and 5,533,138 warrants that are exercisable into Company common stock at an exercise price of $0.08 per share.

2018, the Company executed various Path Forward Agreements with Mr.

Cadwell and with the Chief Executive Officer of the Company,

Michael Korenko, and converted related party debt and accrued interest into shares of common stock, Series B Convertible Preferred

Stock and warrants.

January 24, 2019, the Company entered into a note payable with a trust related to Mr.

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is for a one-year period maturing November 25, 2020 and bears interest at an annual rate of 8.0%.

March 2020, Mr.

Korenko advanced $15,000 to the Company which was repaid in April 2020.

Company’s common stock is traded on the OTCQB Marketplace, which does not impose any independence requirements on the Board

Company borrowed $107,000 in the year ended December 31, 2020 from its CEO and repaid these amounts in full.

Company’s common stock is traded on the OTCQB Marketplace, which does not impose any independence requirements on the Board

of Directors or the board committees of the companies whose stock is traded on that market.

The Company has decided to adopt the

independence standards of the Nasdaq listing rules in determining whether the Company’s directors are independent.

under those rules a director does not qualify as an independent director if the director or a member of the director’s immediate

family has had in the past three years certain relationships or affiliations with the Company, the Company’s auditors, or

independence standards of the Nasdaq listing rules in determining whether the Company’s directors are independent.

under those rules a director does not qualify as an independent director if the director or a member of the director’s immediate

family has had in the past three years certain relationships or affiliations with the Company, the Company’s auditors, or

other companies that do business with the Company.

The Company’s Board of Directors has determined that Mr.

Cadwell is qualified

as an independent director under those Nasdaq rules, and accordingly, would have been qualified under those rules to serve on

a compensation committee or a nominating committee, if the Company had established such committees of the Company’s Board

of Directors.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES.

aggregate fees incurred by the Company’s principal accountant for the audit of the Company’s annual financial statements,

review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in

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$61,500, respectively, all of which was paid to Fruci & Associates II, PLLC.

aggregate fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s

financial statements but are not reported “Audit Fees”

for the years ended December 31, 2019 and 2018 in the amounts

aggregate fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s

financial statements but are not reported “Audit Fees” for the years ended December 31, 2020 and 2019 in the amounts

of $7,250 and $7,250, respectively.

All services performed by the Company’s Registered Public Accounting Firm, Fruci &

Associates II, PLLC have been pre-approved by the Company’s Board of Directors.

All services performed by the Company’s Registered Public Accounting Firm, Fruci &

Associates II, PLLC have been pre-approved by the Company’s Board of Directors.

aggregate fees billed for professional services rendered by principal accountant for tax compliance, tax advice and tax planning

during the years ended December 31, 2020 and 2019 were $2,750 and $2,750, respectively, all of which was paid to Fruci & Associates

fees billed for products or services provided by the Company’s principal accountant during the years ended December 31,

2020 and 2019 There were no fees incurred to Fruci & Associates II, PLLC related to all other fees.

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Balance Sheets as of December 31, 2020 and 2019, the Statements of Operations for the

years ended December 31, 2019 and 2018, the Statements of Changes in Stockholders’

Deficit for the years ended December

years ended December 31, 2020 and 2019, the Statements of Changes in Stockholders’ Deficit for the years ended December

31, 2020 and 2019, and the Statements of Cash Flows for the years ended December 31, 2020 and 2019, together with the notes

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numbering system in Item 601 of Regulation S-K.

Certificate of Incorporation of Savage Mountain Sports Corporation, dated January 11, 2000 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497) filed on November 12, 2008).

By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497) filed on November 12, 2008).

Certificate of Amendment of Certificate of Incorporation changing the name of the Company to Advanced Medical Isotope Corporation, dated May 23, 2006 (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497) filed on November 12, 2008).

Certificate of Amendment of Certificate of Incorporation increasing authorized capital dated September 26, 2006 (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497) filed on November 12, 2008).

Certificate of Amendment to the Certificate of Incorporation increasing authorized common stock and authorizing preferred stock, dated May 18, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 18, 2011).

Certificate of Amendment to the Certificate of Incorporation authorizing a series of Preferred Stock to be named “Series A Convertible Preferred Stock”, consisting of 2,500,000 shares, which series shall have specific designations, powers, preferences and relative and other special rights, qualifications, limitations and restrictions as outlined in the Certificate of Designations, filed June 30, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 7, 2015).

Certificate of Amendment to the Certificate of Incorporation increasing the authorized series of “Series A Convertible Preferred Stock”

to 5,000,000 shares, filed March 31, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2016).

Certificate of Amendment to the Certificate of Incorporation authorizing a series of Preferred Stock to be named “Series B Convertible Preferred Stock”, consisting of 5,000,000 shares, which series shall have specific designations, powers, preferences and relative and other special rights, qualifications, limitations and restrictions as outlined in the Certificate of Designations, filed October 10, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

Certificate of Amendment to the Certificate of Incorporation increasing the authorized series of “Series A Convertible Preferred Stock” to 5,000,000 shares, filed March 31, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2016).

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

Agreement and Plan of Reorganization, dated as of December 15, 1998, by and among HHH Entertainment, Inc.

and Earth Sports Products, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497) filed on November 12, 2008).

Agreement and Plan of Merger of HHH Entertainment, Inc.

and Savage Mountain Sports Corporation, dated as of January 6, 2000 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497), filed on November 12, 2008).

Agreement and Plan of Acquisition by and between Neu-Hope Technologies, Inc., UTEK Corporation and Advanced Medical Isotope Corporation, dated September 22, 2006 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497), filed on November 12, 2008).

Agreement and Plan of Acquisition by and between Isonics Corporation and Advanced Medical Isotope Corporation dated June 13, 2007 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10-12G (File No.

000-53497), filed on November 12, 2008).

Form of Non-Statutory Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 15, 2012).

Promissory Note dated December 16, 2008 between Advanced Medical Isotope Corporation and Carlton M.

Cadwell (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 3, 2012).

2015 Omnibus Securities and Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed May 25, 2016).

Washington State University Sub-Award Agreement for the period December 15, 2017 through January 31, 2018.(incorporated by reference to Exhibit 10.13 to the Company’s Annual report on Form 10-K, filed April 2, 2018).

Cadwell (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 3, 2012).

2015 Omnibus Securities and Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed May 25, 2016).

The Curators of the University of Missouri Sponsored Research Contract for the period November 1, 2017 through October 31, 2018.

(incorporated by reference to Exhibit 10.14 to the Company’s Annual report on Form 10-K, filed April 2, 2018).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

(incorporated by reference to Exhibit 10.14 to the Company’s Annual report on Form 10-K, filed April 2, 2018).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

Employment Agreement by and between Vivos Inc.

and Michael Korenko, dated June 4, 2019 (incorporated by reference to Exhibit 6.18 to the Company’s Offering Statement on Form 1-A filed on July 29, 2019).

of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer pursuant to Sec.

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to be signed on its behalf by the undersigned, thereunto duly authorized.

April 28, 2020

March 24, 2021

Executive Officer

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of the Registrant and in the capacities and on the dates indicated.

April 28, 2020

March 24, 2021

Executive Officer

Executive Officer)

April 28, 2020

March 24, 2021

Michael Pollack

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Financial and Accounting Officer)

April 28, 2020

March 24, 2021

and Chairman of the Board

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Statements of Operations for the years ended December 31, 2020 and 2019

Statement of Changes in Stockholders’

Deficit for the years ended December 31, 2019 and 2018

Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2020 and 2019

Statements of Cash Flow for the years ended December 31, 2020 and 2019

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the related statements of operations, changes in stockholders’

deficit, and cash flows for each of the years in the two-year

period ended December 31, 2019, and the related notes (collectively referred to as the financial statements).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019

equity (deficit), and cash flows for each of the years in

the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December

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accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company has suffered recurring losses, utilizes a significant amount of cash to fund

its operations, and does not have sufficient cash to support current operations.

These factors raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

in Note 1 to the financial statements, the Company has suffered recurring losses, has utilized significant cash in operations,

and its cash position is not sufficient to support operations.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were

communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material

to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of

critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by

communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

of common stock warrant transactions

of the Critical Audit Matter

discussed in Note 8 to the financial statements, the Company issued a number of common stock warrants during the period alongside

various agreements.

The Company’s initial recognition of outstanding warrants and the evaluation of common shares issued

in exchange for stock warrants involved complexity and judgement in applying the relevant accounting standards when auditing management’s

conclusions on the classification and recognition of warrants on issuance and on exercise.

the Critical Audit Matter Was Addressed in the Audit

principal audit procedures to evaluate management’s calculation of common shares issued for exchange of stock warrants included

the following:

evaluated the appropriateness and consistency of management’s methods and assumptions

used in the identification, recognition, measurement, and disclosure of considerations

of the underlying warrants, including the classification with respect to the terms and

in considering applicable generally accepted accounting standards.

read the applicable agreements and compared the key terms to management’s analysis

of the transaction.

read, evaluated, and tested the reasonableness of management’s calculation utilized

in the determination of common shares issued in exchange for stock warrants.

evaluated whether management had appropriately considered new information that could

significantly change the measurement or disclosure of common shares issued in exchange

for stock warrants, and evaluated the disclosures related to the financial statement

impacts of the transactions.

have served as the Company’s auditor since 2016.

31, 2019 AND DECEMBER 31, 2018

31, 2020 AND 2019

Current Assets:

AND STOCKHOLDERS’

payable and accrued expenses

party accounts payable

interest payable

liabilities payable

notes payable, related party, net

notes payable, net

notes payable, net of discount

party promissory note

Prepaid expenses

Total Current Assets

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Current Liabilities:

and contingencies

Accounts payable and accrued expenses

Related party accounts payable

Accrued interest payable

Payroll liabilities payable

Convertible notes payable, related party, net

Convertible notes payable, net

Promissory notes payable, net of discount

Related party promissory note

Total Current Liabilities

Total Liabilities

Commitments and contingencies

STOCKHOLDERS’

stock, par value, $0.001, 20,000,000 shares authorized, Series

A Convertible Preferred, 5,000,000 shares authorized, 2,552,642 shares issued and outstanding, respectively

paid in capital - Series A Convertible preferred stock

B Convertible Preferred, 5,000,000 shares authorized, 1,113,245 and 3,305,755 shares issued and outstanding, respectively

paid in capital - Series B Convertible preferred stock

C Convertible Preferred, 5,000,000 shares authorized, 821,292 and 0 shares issued and outstanding, respectively

paid in capital - Series C Convertible preferred stock

stock, par value, $0.001, 950,000,000 shares authorized,184,845,821 and 163,445,736 issued and outstanding, respectively

paid in capital - common stock

EQUITY (DEFICIT)

Preferred stock, par value, $0.001, 20,000,000 shares authorized, Series A Convertible Preferred,

5,000,000 shares authorized, 2,171,007 and 2,552,642 shares issued and outstanding, respectively

Additional paid in capital - Series A Convertible preferred stock

Series B Convertible Preferred, 5,000,000 shares authorized, 436,653 and 1,113,245 shares issued and outstanding, respectively

Additional paid in capital - Series B Convertible preferred stock

Series C Convertible Preferred, 5,000,000 shares authorized, 385,302 and 821,292 shares issued and outstanding, respectively

Additional paid in capital - Series C Convertible preferred stock

Common stock, par value, $0.001, 950,000,000 shares authorized, 292,278,591 and 184,845,821 issued and outstanding, respectively

Additional paid in capital - common stock

Accumulated deficit

(74,558,101 )

(73,601,109 )

Stockholders’

LIABILITIES AND STOCKHOLDERS’

Total Stockholders’

Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

accompanying notes are an integral part of these financial statements.

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OPERATING EXPENSES

Sales and marketing expenses

Professional fees

Reserved stock units granted

Stock based compensation

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Interest expense

Net gain (loss) on debt extinguishment

Net loss on derivative liability

Other income - SBA

Loss on debt extinguishment

Total Non-Operating Income (Expenses)

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$ (1,610,097 )

$ (7,702,845 )

Net loss per share - basic and diluted

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OF CHANGES IN STOCKHOLDERS’

THE YEARS ENDED DECEMBER 31, 2019 AND DECEMBER 31, 2018

- December 31, 2017

$ (64,288,167 )

$ (4,262,470 )

of preferred stock into common stock

shares for services

and warrants issued for services

loss for the period

- March 31, 2018

(65,189,352 )

of preferred stock into common stock

shares for services

and warrants issued for services

loss for the period

- June 30, 2018

(71,201,322 )

(10,668,689 )

of preferred stock into common stock

shares for services

loss for the period

(26,912,414 )

- September 30, 2018

(98,113,736 )

(34,697,109 )

payable and accrued expenses

of preferred stock into common stock

shares for services

and warrants issued for services

income for the period

- December 31, 2018

(71,991,012 )

of preferred stock into common stock

of Series B Preferred into Series C Preferred

issued with notes payable (discount)

and warrants issued for services

loss for the period

- March 31, 2019

(72,227,394 )

of preferred stock into common stock

for fractional shares in reverse split

issued with notes payable (discount)

and warrants issued for services

loss for the period

- June 30, 2019

(72,427,699 )

issued with notes payable (discount)

issued for extension of notes payable

issued for settlement of accounts payable

and warrants issued for services

recognized on convertible notes

loss for the period

- September 30, 2019

EQUITY (DEFICIT)

THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Additional Paid-In

Balance - December 31, 2018

$ (71,991,012 )

of preferred stock into common stock

of restricted stock units into common stock

issued with notes payable (discount)

issued in settlement of litgation

issued for settlement of payables

and warrants issued for services

loss for the period

- December 31, 2019

Stock issued for:

Accounts payable

Adjustment for fractional shares in reverse split

Conversion of restricted stock units into common stock

Conversion of preferred stock into common stock

Conversion of Series B Preferred into Series C Preferred

Warrants issued with notes payable (discount)

Warrants issued in settlement of litgation

Warrants issued for extension of notes payable

Options issued for settlement of accounts payable

Options and warrants issued for services

BCF recognized on convertible notes

Net loss for the year

Balance - December 31, 2019

(73,601,109 )

Stock issued for:

Note conversions/settlements

Warrant exercises

Redemption of preferred stock in convertible note agreement

Redemption of preferred stock for cash

Conversion of preferred stock into common stock

Warrants issued with notes payable (discount)

Warrants purchased for cash

Options and warrants issued for services

Share adjustment

Net loss for the year

Balance - December 31, 2020

$ (74,558,101 )

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$ (1,610,097 )

$ (7,702,845 )

Adjustments to reconcile net loss to net cash used in operating activities

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Stock options and warrants for services

Warrants issued for interest expense

Reserved stock units issued for services

Derivatives recorded as loan fees

(Gain) on debt extinguishment

Forgiveness of debt

Loss on fair value of derivative liability

Warrants issued for interest expense

Exchange premium in conversion of notes

Changes in assets and liabilities

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Proceeds from related party notes payable

Redemption of preferred stock

Proceeds from sale of preferred stock

Proceeds from sale of common stock

Proceeds from sale of common stock and warrants

Proceeds from the exercise of stock options

Proceeds from convertible debt

Repayment of convertible notes

Proceeds from promissory notes - related party, net of repayments

Payment of notes payable

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH

CASH - BEGINNING OF PERIOD

CASH - END OF PERIOD

NET INCREASE IN CASH

CASH - BEGINNING OF YEAR

CASH - END OF YEAR

CASH PAID DURING THE PERIOD FOR:

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SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

Cashless exercise of warrants

Conversion of preferred stock into common stock

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Recognition of debt discount at inception of notes payable

Conversion of notes payable and accrued interest into common stock

Recognition of BCF discount at inception of notes payable

Common stock issued in settlement of accounts payable

Common and referred stock issued for accounts payable and accrued payroll

Stock options issued in settlement of accounts payable

Reclassification of notes payable and accrued interest into common stock

Warrants issued for settlement of litigation

Vesting of restricted stock units

Reclassification of shareholder advances to convertible notes payable

Reclassification of accrued interest to related party notes payable and

convertible notes payable

Conversion of notes payable and accrued interest into common stock

accompanying notes are an integral part of these financial statements.

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ORGANIZATION & BASIS OF PRESENTATION

Company ”) was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports

Corporation (“

SMSC ”).

(the “ Company ”) was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports

Corporation (“ SMSC ”).

On September 6, 2006, the Company changed its name to Advanced Medical Isotope Corporation,

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Our common stock is currently quoted on the OTC Pink Marketplace under the symbol

“RDGL.”

Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device,

RadioGel™

for the treatment of non-resectable tumors.

RadioGel™, for the treatment of non-resectable tumors.

A prominent team of radiochemists, scientists and engineers, collaborating

with strategic partners, including national laboratories, universities and private corporations, lead the Company’s development

The Company’s overall vision is to globally empower physicians, medical researchers and patients by providing them

with strategic partners, including national laboratories, universities and private corporations, lead the Company’s development

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.

Company’s current focus is on the development of its RadioGel™

RadioGel™

is an injectable particle-gel,

for brachytherapy 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.

gel are small, one micron, yttrium-90 phosphate particles (“

Y-90 ”).

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 radioactively drops to 5% of its original value after

Company’s lead brachytherapy products, including RadioGel™, incorporate patented technology developed for Battelle

Memorial Institute (“

Battelle ”) at Pacific Northwest National Laboratory, a leading research institute for

government and commercial customers.

Battelle has granted the Company an exclusive license to patents covering the manufacturing,

processing and applications of RadioGel™

Battelle License ”).

Other intellectual property protection

includes proprietary production processes and trademark protection in 17 countries.

The Company plans to continue efforts to develop

new refinements on the production process, and the product and application hardware, as a basis for future patents.

Company is currently focusing on obtaining approval from the Food and Drug Administration ( “FDA”

and sell RadioGel™

as a Class II medical device.

The Company first requested FDA approval of RadioGel™

in June 2013,

at which time the FDA classified RadioGel™

as a medical device.

The Company then followed with a 510(k) submission which

the FDA responded, in turn, with a request for a physician letter of substantial equivalence and a reformatted 510(k) summary,

which the Company provided in January 2014.

February 2014, the FDA ruled the device as not substantially equivalent due to a lack of a predicate device and it was therefore

classified as a Class III device.

Class III devices are generally the highest risk devices and are therefore subject to the highest

level of regulatory review, control and oversight.

Class III devices must typically be approved by the FDA before they are marketed.

Class II devices represent lower risk devices than Class III and require fewer regulatory controls to provide reasonable assurance

of the device’s safety and effectiveness.

In contrast, Class I devices are deemed to be lower risk than Class II or III

and are therefore subject to the least regulatory controls.

Company is currently developing test plans to address issues raised by the FDA in connection with the Company’s previous

submissions regarding RadioGel™, including developing specific test plans and specific indication of use.

The Company intends

to request that the FDA grant approval to re-apply for de novo classification of RadioGel™, which would reclassify

the device from a Class III device to a Class II device, further simplifying the path to FDA approval.

In the event the FDA denies

the Company’s application and subsequently determines during the de novo review that RadioGel™

cannot be classified

as a Class I or Class I1 device, the Company will then need to submit a pre-market approval application to obtain the necessary

regulatory approval as a Class III device.

What changed 10-K

Item 9A. Controls and Procedures