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was $68,379 and $27,995 for the years ended December 31, 2025 and 2024, respectively.
−Removed: All revenue recognized in the year ended December
−Removed: 31, 2023 relate to the procedures performed with respect to the IsoPet ® therapies.
−Removed: All revenue except $4,995 in 2024 relate
−Removed: to the procedures performed with respect to the IsoPet ® therapies.
−Removed: The $4,995 relates to a new license fee charged by
−Removed: the Company to clinics for certification to perform these therapies.
−Removed: These revenues are recognized upon the certification being completed.
+Added: All revenue recognized in the years ended December
+Added: 31, 2025 and 2024 relate to the procedures performed with respect to the IsoPet ® therapies, sales of IsoPet ® and
+Added: In 2025, we recognized revenue for the licensing and certification of clinics approximating $27,000.
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.
+Added: in 2025, the Company had started ordering Hydrogel to use in more than one treatment.
+Added: This is anticipated to increase the number of treatments
+Added: that can be handled in a particular clinic monthly.
+Added: As a result, we have inventory built up that when used will increase our cost of
+Added: goods sold over time.
expense for the years ended December 31, 2025 and 2024, respectively, consisted of the following:
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December 31, 2024
−Removed: Professional fees, including
−Removed: stock-based compensation
+Added: Professional fees, including stock-based compensation
Payroll expense
Research and development expense
−Removed: General and administrative
+Added: General and administrative expense
Total operating expense
expense for the years ended December 31, 2025 and 2024 was $3,105,292 and $2,601,400, respectively.
−Removed: The decrease in operating expense
+Added: The increase in operating expense
from 2024 to 2025 can be attributed to the increase in professional fees ($1,682,350 for the year ended December 31, 2024 compared to
−Removed: $1,682,350 for the year ended December 31, 2024) as the Company utilized more services due to amending the offering statement on Form
−Removed: 1-A (the “ Offering Statement ”) for the Company’s offering being made pursuant to Regulation A+ (the “ Regulation
−Removed: A+ Offering ”), and the fees incurred for the consultants engaged in 2024, including:
+Added: $2,039,407 for the year ended December 31, 2025) related to the fees incurred for the consultants engaged in 2025 versus 2024, including:
stock-based compensation;
−Removed: in general and administrative expense ($165,773 for the year ended December 31, 2023 compared to $241,824 for the year ended December
−Removed: the decrease in research and development expense ($732,698 for the year ended December 31, 2023 compared to $324,629 for the
−Removed: year ended December 31, 2024) as the Company ramped up the development of their products with the recent raising of capital in 2023;
−Removed: and, an increase in payroll expense ($281,716 for the year ended December 31, 2023 compared to $352,597 for the year ended December 31,
−Removed: 2024) related to our Chief Executive Officer’s employment contract taking effect.
+Added: the increase in general and administrative expense ($241,824 for the year ended December 31, 2024 compared
+Added: to $296,556 for the year ended December 31, 2025);
+Added: the increase in research and development expense ($324,629 for the year ended December
+Added: 31, 2024 compared to $352,232 for the year ended December 31, 2025) as the Company continued to ramp up the development of their products
+Added: 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;
+Added: an increase in payroll expense ($352,597 for the year ended December 31, 2024 compared to $417,097 for the year ended December 31, 2025)
+Added: related to our Chief Executive Officer’s employment contract and the addition of our Chief Operating Officer in the fourth quarter
Non-Operating
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Interest income
−Removed: Loss on issuance of
−Removed: shares and exchange of warrants
+Added: Loss on issuance of shares and exchange of warrants
Non-operating expense
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income (expense) for the year ended December 31, 2024 varied from the year ended December 31, 2025.
−Removed: In 2023, we recognized a loss on
−Removed: issuance of shares of $151,184 and interest earned on our bank accounts of $49,577.
−Removed: In 2024, we recognized a loss on the exchange of
−Removed: warrants of $381,000, and incurred interest income of $74,936 related to our cash position in our bank accounts.
+Added: In 2025, we recognized interest earned
+Added: on our bank accounts of $99,030.
+Added: In 2024, we recognized a loss on the exchange of warrants of $381,000, and incurred interest income
+Added: of $74,936 related to our cash position in our bank accounts.
net loss for the years ended December 31, 2025 and 2024 was $(3,066,017) and $(2,910,448), respectively.
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December 31, 2025, the Company had working capital of $1,533,177, compared to working capital of $2,147,247 at December 31, 2024.
−Removed: the year ended December 31, 2024, the Company experienced negative cash flows from operations of $1,684,039 and realized $2,304,300 of
−Removed: cash flows from financing activities.
−Removed: As of December 31, 2024, the Company did not have any commitments for capital expenditures.
−Removed: the year ended December 31, 2023, the Company experienced negative cash flows from operations of $1,293,023 and realized $1,179,245 of
−Removed: cash flows from financing activities.
−Removed: As of December 31, 2023, the Company did not have any commitments for capital expenditures.
−Removed: used in operating activities was primarily a result of the Company’s non-cash items, such as loss from operations, loss on
−Removed: exchange of warrants, loss on conversion of debt and share based compensation.
−Removed: Cash provided from financing activities increased
−Removed: from $1,179,245 for the year ended December 31, 2023 to $2,304,300 for the year ended December 31, 2024.
+Added: the year ended December 31, 2025, the Company experienced negative cash flows from operations of $2,057,743, used $103,185 in cash flows
+Added: from investing activities and realized $1,506,905 of cash flows from financing activities.
+Added: As of December 31, 2025, the Company did not
+Added: have any commitments for capital expenditures.
+Added: During the year ended December 31, 2024, the Company experienced negative cash flows from
+Added: operations of $1,684,039 and realized $2,304,300 of cash flows from financing activities.
+Added: As of December 31, 2024, the Company did not
+Added: have any commitments for capital expenditures.
+Added: used in operating activities was primarily a result of the Company’s non-cash items, such as loss from operations, and share based compensation.
+Added: Cash used in investing activities in 2025 relate to purchases of
+Added: fixed assets.
+Added: Cash provided from financing activities decreased to $1,506,905 for the year ended December 31, 2025 from $2,304,300 for
+Added: the year ended December 31, 2024.
+Added: In 2025, the Company raised $1,506,250 from sales of common stock.
In 2024, the Company raised $2,284,950
−Removed: $1,179,245 from sales of common stock.
−Removed: In 2024, the Company raised $2,284,950 from sales of common stock and warrants.
+Added: from sales of common stock and warrants.
Company has generated material operating losses since inception.
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Over the next 36 months, the Company
−Removed: believes it will cost approximately $10 million to:
−Removed: (1) fund the FDA approval process to conduct human clinical trials;
−Removed: (2) conduct Phase
−Removed: I, pilot, and clinical trials;
−Removed: (3) activate several regional clinics to administer IsoPet ® across the county;
−Removed: an independent production center within the current production site to create a template for future international manufacturing;
−Removed: (5) initiate regulatory approval processes outside of the United States.
+Added: believes it will require approximately $9.0 million in additional capital to:
+Added: (i) fund the FDA approval process to conduct human clinical
+Added: (ii) conduct Phase I, pilot, and clinical trials;
+Added: (iii) activate several regional clinics to administer IsoPet ® across
+Added: (iv) create an independent production center within the current production site to create a template for future international
+Added: manufacturing;
+Added: and (v) initiate regulatory approval processes outside of the United States.
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
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Accounting Policies
+Added: Consolidation
+Added: Company has a relationship with Vivos India, which is considered a variable interest entity (VIE) under the guidance in ASC 810, Consolidations.
+Added: A VIE is an entity in which the equity investors do not have sufficient equity investment at risk or lack the characteristics of a controlling
+Added: financial interest.
+Added: The Company evaluates the interests in such entities to determine whether it is the primary beneficiary and therefore
+Added: required to consolidate the VIE in its financial statements.
+Added: Company has determined that it is the primary beneficiary of Vivos India because it has both (i) the power to direct the activities that
+Added: most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits
+Added: that could potentially be significant to the VIE.
+Added: Accordingly, the assets, liabilities, and results of operations of Vivos India will
+Added: be included in the Company’s consolidated financial statements.
+Added: As of December 31, 2025, the Company is still waiting on regulatory
+Added: approval in India to commence operations.
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
−Removed: the date of financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: Estimates the Company
−Removed: considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets.
−Removed: Actual results could
−Removed: differ from those estimates.
+Added: the date of financial statements and the reported amount of revenue and expense during the reporting period.
+Added: Estimates the Company considers
+Added: include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets.
+Added: Actual results could differ from
+Added: those estimates.
May 2014, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standard Update (“ ASU ”)
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to be used across all industries and requires additional disclosures.
−Removed: The updated guidance introduces a five-step model to achieve its
−Removed: core principle of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects
−Removed: the consideration to which the entity expects to be entitled in exchange for those goods or services.
−Removed: The Company adopted the updated
−Removed: guidance effective January 1, 2018 using the full retrospective method.
−Removed: the FASB’s Accounting Standards Codification (“ ASC ”) Topic 606, to recognize revenue, the Company is required
−Removed: to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction
−Removed: regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance
−Removed: and verify that collection of substantially all consideration is probable.
+Added: The guidance introduces a five-step model to achieve its core principal
+Added: of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration
+Added: to which the entity expects to be entitled in exchange for those goods or services.
+Added: The Company adopted the updated guidance effective
+Added: January 1, 2018 using the full retrospective method.
+Added: ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective
+Added: obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods
+Added: transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable.
+Added: The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.
Company recognized revenue as they (i) identified the contracts with each customer;
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are recognized upon the certification being completed.
−Removed: During the year ended December 31, 2024, $4,995 of the revenue relates to this
−Removed: certification.
+Added: In addition, due to a pricing discount from the manufacturer, the Company sold
+Added: to two of their customers the hydrogel vials that are used in the treatments.
+Added: This practice is not likely to be continued in future periods.
Value of Financial Instruments
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the respective vesting periods of the option grant.
+Added: Company follows Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (“ASU 2023-07”) for
+Added: its segment reporting.
+Added: ASU 2023-07 requires more detailed information about reportable segments and expenses including the requirement
+Added: to disclose qualitative information about factors used to identify reportable segments and quantitative information about profit and
+Added: loss measures and significant expense categories.
+Added: The Company has not yet begun generating significant revenue from its planned principal
+Added: operations and operates as a single reportable segment.
+Added: The revenue associated with the services that the clinics perform by way of treatments
+Added: and the licensure of these clinics are not considered two distinct segments for the years ended December 31, 2025 and 2024, respectively.
+Added: The benefit the clinics get by being licensed will assist in increased revenues associated with the treatments being administered.
+Added: chief operating decision maker is the Company’s chief executive officer who assesses performance based on total expenses, cash
+Added: flows, and progress made in the Company’s ongoing development efforts.
+Added: With the formation of the VIE, Vivos India, and the fact
+Added: that this is consolidated for financial reporting purposes, the activities of Vivos India are a defined segment for geographical purposes.
+Added: As of December 31, 2025, the Company is still waiting on regulatory approval in India to commence operations.
+Added: All of the Company’s
+Added: long-lived assets as of December 31, 2025 are located in the United States.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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on page F-1 and is hereby incorporated by reference.
−Removed: Changes in and Disagreements with Accountants on Accounting and Financial
+Added: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.