What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-24 · 727 added, 678 removed, 832 unchanged (63% of the section changed)

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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 the limited

resources based on the size of the Company.

Due to the material weaknesses management concluded that as of December 31, 2024, 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 the Company to hire the additional personnel

necessary to address the material weaknesses.

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.

As a result of its assessment,

management has determined that there is a material weakness due to the lack of segregation of duties and, due to this material weakness,

management concluded that, as of December 31, 2025 and 2024, the Company’s internal control over financial reporting was ineffective.

This material weakness has the potential of adversely impacting the Company’s financial reporting process and the Company’s

financial reports.

Because of this material weakness, management also concluded that the Company’s disclosure controls and procedures

were ineffective as of December 31, 2025 and 2024.

The Company has engaged the services of both internal accounting and tax providers

to resolve this material weakness.

Report of Registered Public Accounting Firm

Annual Report does not include an attestation report of our registered independent public accounting firm regarding internal control

over financial reporting pursuant to SEC rules for smaller reporting companies that permit us to provide only management’s report

in this Annual Report.

in Internal Control Over Financial Reporting

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

Chief Executive Officer, and Director

Executive Officer and Director

Chief Financial Officer

Operating Officer

of the Board and Secretary

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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 , 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, served as member of the Board from May 2009 to

March 2010 and served as President from December 2016 to September 2025.

Korenko has also served on the Hanford Advisory Board since

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.

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 and Development

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Korenko has a Doctor of Science from MIT, was a NATO Postdoctoral Fellow at Oxford University, and was selected as a

White House Fellow for the Department of Defense, reporting to Secretary Cap Weinberger with a dual assignment at the Office of Science

and Technology.

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

White House Fellow for the Department of Defense, reporting to Secretary Cap Weinberger.

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

involved in turnarounds.

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with turning around the financial health and reputation of the Company, completing the product development, obtaining the device classification

for animal therapy, and breakthrough classification for the target indication for use, and for setting the stage to obtaining IDE approval

for human therapy.

for animal therapy, and for setting the stage to obtaining IDE approval for human therapy.

Allan Weeks , President of the Company since September 2025, is a seasoned leader with extensive experience in the medical device

and biotechnology sectors.

As President Brad plays a pivotal role in business development, team expansion, and strategic partnerships,

contributing to the Company’s growth in targeted cancer therapies that deliver radioactive agents directly to tumors while minimizing

damage to healthy tissue.

Brad has built a distinguished career in healthcare innovation, holding leadership positions at organizations

focused on advancing medical technologies and patient outcomes.

His expertise includes forging international collaborations, such as

recent engagements in India.

Passionate about groundbreaking solutions that improve lives, Brad is actively involved in promoting the

Company’s mission to revolutionize oncology through safer, more effective radionuclide therapies.

Weeks holds a Master of Business

Administration (MBA) with a focus on Technology Management.

Pollack CPA, the Interim Chief Financial Officer, joined the Company as interim Chief Financial Officer in December 2018.

Pollack has been a partner in a certified public accounting firm for the past fifteen years and specializes in accounting and auditing

for small public companies.

Pollack has approximately 30 years of experience in public accounting and consulting to over 100 publicly

traded and 250 private companies.

Pollack has also held CFO and Controller positions in an array of industries.

Pollack graduated

from the University of Maryland with a Bachelor of Arts in Economics.

Pollack is a member of the American Institute of Certified

Public Accountants, as well as licensed to practice in New Jersey, and New York.

Swanberg, M.S., P.E., Chief Operating Officer since September 2025, has over 35 years’ experience in Radiochemical Processing,

Medical Isotope Production, Nuclear Waste Management, Materials Science, Regulatory Affairs, and Project Management.

He has worked in

diverse organizations ranging from small start-up businesses to corporations with multi-billion-dollar annual revenues.

Most recently,

he served as Technology Development Project Manager for Washington River Protection Solutions, from 2010 to 2024.

Prior to 2010, she

served as Senior Chemical/Environmental Engineer for Science Applications International Corporation since 2008.

He has also previously

served as Executive Vice President of Operations for IsoRay Medical Inc.

managing day-to-day operations, R&D, and New Product Development.

Swanberg was a co-founder of IsoRay and led the initial Cs-131 brachytherapy seed product development, FDA 510(k) submission/clearance,

and NRC Sealed Source review and registration.

He led the radiation dosimetry evaluations to meet American Association of Physicists

in Medicine guidelines and is a current member of the AAPM.

Swanberg served on the IsoRay Board of Directors and participated in

several capital financing rounds totaling over $30.0 million.

Swanberg has been actively engaged with the Company in his previous

role as Chief Technical Manager since 2017.

He has been integrally involved in product development, production, user training, regulatory

submissions, and intellectual property development.

He holds a BA in Chemistry from Bethel University (MN) and an MS in Chemical Engineering

from Montana State University.

He has numerous technical publications and holds several patents.

Swanberg has over 35 years’ experience in Radiochemical Processing, Medical Isotope Production, Nuclear Waste Management, Materials

Science, Regulatory Affairs, and Project Management.

He has worked in diverse organizations ranging from small start-up businesses to

corporations with multi-billion-dollar annual revenues.

Most recently, he served as Technology Development Project Manager for Washington

River Protection Solutions, from 2010 to 2024.

Prior to 2010, she served as Senior Chemical/Environmental Engineer for Science Applications

International Corporation since 2008.

He has also previously served as Executive Vice President of Operations for IsoRay Medical Inc.

managing day-to-day operations, R&D, and New Product Development.

Swanberg was a co-founder of IsoRay and led the initial Cs-131

brachytherapy seed product development, FDA 510(k) submission/clearance, and NRC Sealed Source review and registration.

He led the radiation

dosimetry evaluations to meet American Association of Physicists in Medicine guidelines and is a current member of the AAPM.

served on the IsoRay Board of Directors and participated in several capital financing rounds totaling over $30.0 million.

has been actively engaged with the Company in his previous role as Chief Technical Manager since 2017.

He has been integrally involved

in product development, production, user training, regulatory submissions, and intellectual property development.

He holds a BA in Chemistry

from Bethel University (MN) and an MS in Chemical Engineering from Montana State University.

He has numerous technical publications and

holds several patents.

Cadwell , Chairman of the Board and Secretary since December 2016, joined the Company as a director in 2006.

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as well as medical expertise.

Pollack CPA, the Interim Chief Financial Officer, joined the Company as interim Chief Financial Officer in December 2018.

Pollack has been a partner in a certified public accounting firm for the past fifteen years and specializes in accounting and auditing

for small public companies.

Pollack has approximately 30 years of experience in public accounting and consulting to over 100 publicly

traded and 250 private companies.

Pollack has also held CFO and Controller positions in an array of industries.

Pollack graduated

from the University of Maryland with a Bachelor of Arts in Economics.

Pollack is a member of the American Institute of Certified

Public Accountants, as well as licensed to practice in New Jersey, and New York.

Swanberg, M.S., P.E.

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

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

Swanberg has worked in diverse organizations

ranging from small start-up businesses to corporations with multi-billion-dollar annual revenues.

From 2005 to 2008, he served as Executive

Vice President of Operations and as a member of the Board of Directors for IsoRay Medical Inc.

from 2005 to 2008 managing day-to-day

operations, R&D, and new product development.

Swanberg was a co-founder of IsoRay and led the initial Cs-131 brachytherapy seed

product development, FDA 510(k) submission/clearance, and NRC Sealed Source review and registration.

Swanberg led the radiation dosimetry

evaluations to meet American Association of Physicists in Medicine guidelines and is a current member of the AAPM.

Swanberg and participated

in several capital financing rounds totaling over $30.0 million.

Swanberg also served as Assistant General Manager of IsoRay LLC

from 2000 to 2003, and in additionally in key management roles as IsoRay transitioned from IsoRay LLC to IsoRay Medical, Inc.

holds a BA in Chemistry from Bethel University (MN) and an MS in Chemical Engineering from Montana State University.

numerous technical publications and holds several patents.

Weeks is the Business Development Manager for Vivos Inc.

and both divisions IsoPet®

and RadioGel®.

Brad holds a Master of Business Administration (MBA) with a focus on Technology Management.

He brings a unique blend

of experience in service and support, regulatory affairs, quality management systems, and sales operations.

Brad possesses diverse experience

across the semiconductor and medical device industries.

He is co-lead of the animal sector and has earned deep respect for his leadership

Swindler is the Quality Assurance Manager for Vivos Inc.

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John Heindrick, DVM - Veterinary Medicine Advisory Board Member – Dr.

Heindrick is a recently retired co-owner of

VCA Ventana Animal Hospital in Albuquerque NM.

He brings practical experience in veterinary medicine and has accompanied us at our conference

Heindrick is a recently retired co-owner of VCA Ventana

Animal Hospital in Albuquerque NM.

He brings practical experience in veterinary medicine and has accompanied us at our conference booths.

16(a) Beneficial Ownership Reporting Compliance

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Committee and Audit Committee Financial Expert

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

of the date of this Annual 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.

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Attendance at Meetings

Board held no meetings and acted by unanimous written consent two times during the year ended December 31, 2024.

held no meetings and acted by unanimous written consent two times during the year ended December 31, 2023.

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.

Board held three meeting and acted by unanimous written consent three time during the year ended December 31, 2025.

The Board held no

meetings and acted by unanimous written consent two times during the year ended December 31, 2024.

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.

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

more than $100,000 during the year ended December 31, 2024 (collectively, the “Named Executive Officers ”):

and Principal Position (1)

CEO, President, and Director

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

in 2023 or 2024.

Accordingly, he has not been included in this table.

in excess of $100,000 during the year ended December 31, 2025 (collectively, the “Named Executive Officers ”):

Name and Principal Position

Stock Awards ($) (1)

Option Awards ($) (1)

CEO and Director

Dave Swanberg

Chief Operating Officer

amounts in this column represent the grant date fair value of stock option awards, computed in accordance with FASB ASC Topic 718.

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On June 4, 2019, the Company entered into an Executive

Employment Agreement (“ Employment Agreement ”) with Dr.

Korenko, the Company’s Chief Executive Officer.

The employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020,

and December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment

The Company on December 31, 2020 extended this agreement through December 31, 2021 while renegotiating terms of a new Employment

On May 3, 2021, the Company and the Chief Executive Officer agreed the terms of a new Employment Agreement with an effective

date of January 1, 2021 that has a term of three years and expired December 31, 2023.

The Company renewed the Employment Agreement for

a term of two years expiring December 31, 2025.

Employment Agreement (“ Korenko Employment Agreement ”) with Dr.

Korenko, the Company’s Chief Executive

The employment term under the Korenko Employment Agreement commenced with an effective date of June 11, 2019 and expires on

December 31, 2020, and December 31 of each successive year if the Korenko Employment Agreement is extended, unless terminated earlier

as set forth in the Korenko Employment Agreement.

The Company on December 31, 2020 extended this agreement through December 31, 2021

while renegotiating terms of a new employment agreement.

On May 3, 2021, the Company and the Chief Executive Officer agreed the terms

of a new employment agreement with an effective date of January 1, 2021 that has a term of three years and expired December 31, 2023.

On December 19, 2023, the Company renewed the employment agreement for a term of two years expiring December 31, 2025.

the terms of the Employment Agreement effective January 1, 2024, the Company shall pay to Dr.

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on January 1, 2024 that vest over the two-year period.

Allen Weeks .

On September 15, 2025, Mr.

Weeks entered into an employment agreement with the Company (the “ Weeks Employment

Agreement ”).

The Weeks Employment Agreement provides that Mr.

Weeks shall serve as President of the Company for a term effective

September 1, 2025, ending on December 31, 2027, which term may be extended by written agreement of both parties.

Pursuant to the Weeks

Employment Agreement, Mr.

Weeks shall receive:

(i) an annual base salary of $192,000;

(ii) a monthly grant of $3,000 in shares common

stock of the Company at the end of each fiscal quarter based on the closing price of the Company’s common stock at the end of such

fiscal quarter;

and (iii) customary benefits and reimbursement for reasonable out-of-pocket business expenses.

The Weeks Employment Agreement

also provides customary provisions relating to, among other things, clawback rights, confidentiality, non-competition, and non-solicitation.

On September 15, 2025, Mr.

Swanberg entered into an executive consulting agreement withthe Company (the “ Consulting

Agreement ”).

The Consulting Agreement provides that Mr.

Swanberg shall serve as Chief Operating Officer for a term effective

September 1, 2025, ending on December 31, 2028, which term may be extended by written agreement of both parties.

Pursuant to the Agreement,

Swanberg shall receive:

(i) compensation for consulting a rate of $12,000 per month;

and (ii) a monthly grant of $3,000 in shares

common stock of the Company at the end of each fiscal quarter based on the closing price of the Company’s common stock at the end

of such fiscal quarter.

The Consulting Agreement also provides customary provisions relating to, among other things, confidentiality,

non-competition, and non-solicitation.

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

of Securities Underlying Unexercised Options(#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price ($)

Exercise Date

of December 31, 2025, there were no outstanding equity awards held by the Company’s Named Executive Officers

the year ended December 31, 2025, 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 2024, the aggregate number of stock

awards and the aggregate number of stock option awards that were outstanding as of December 31, 2024:

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

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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 March 7, 2025, the number of shares of common stock beneficially owned by the following persons:

(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 March 7, 2025, there were 453,373,806 shares of common stock outstanding and up to 43,852,379 shares issuable upon exercise of

common stock equivalents, assuming exercise and conversion occurred as of that date, for a total of 497,226,185 shares.

and Address of Beneficial Owner (1)

and Nature of Beneficial Ownership (2)

Cadwell Family Irrevocable Trust

following tables sets forth, as of March 30, 2026, the number of shares of our Common Stock, Series A Convertible Preferred, Series

B Convertible Preferred, and Series C Convertible Preferred beneficially owned by the following persons:

persons the Company knows to be beneficial owners of at least 5% of the Company’s common stock;

Company’s current directors;

Company’s current executive officers;

current directors and executive officers as a group.

Ownership of Common Stock

percentage is based on 482,688,356 shares of Common Stock outstanding as of March 30, 2026.

In computing the percentage of shares

of common stock beneficially owned, we deemed to be outstanding all shares of Common Stock subject to options or warrants held by that

person or entity that are currently exercisable or exchangeable or that will become exercisable or exchangeable within 60 days of March 30, 2026.

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership (2)

Percent of Class

Named Executive Officers and Directors:

Dave Swanberg

Michael Pollack

All Current Directors

and Executive Officers as a group (3 individuals)

All executive officers and directors as a group (3 individuals)

address of each of the beneficial owners above is c/o Vivos Inc, 1030 N Center Parkway, Kennewick, WA 99352, except that the address

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In determining the

percent of common stock owned by a person or entity on March [●], 2025, (a) the numerator is the number of shares of the class

percent of common stock owned by a person or entity on February 13, 2026, (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 March [●], 2025, and

(ii) the total number of shares that the beneficial owner may acquire upon conversion of the common stock equivalents.

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

shares, except that under the terms of the Cadwell Trust, Dr.

Cadwell does not have or share voting or investment power over the

shares beneficially owned by the Cadwell Trust.

equivalents, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on February 13, 2026, and (ii)

the total number of shares that the beneficial owner may acquire upon conversion of the common stock equivalents.

Subject to community

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

except that under the terms of the Cadwell Trust, Dr.

Cadwell does not have or share voting or investment power over the shares beneficially

owned by the Cadwell Trust.

55,000,000 shares issuable for vested RSUs.

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

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

and 2,316,830 shares of common stock issued to AMIC Gift, LLC, an LLC controlled by Carlton and his wife.

5,000,000 shares issuable for vested RSUs.

Ownership of the Company’s Series A Convertible Preferred Stock

of March 7, 2025, there were 2,071,007 shares of Series A Preferred issued and outstanding, convertible into 2,588,758 shares

of the Company’s common stock.

following table sets forth, as of March 7, 2025, the number of shares of Series A Preferred beneficially owned by the following

(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.

and Address of Beneficial Owner (1)

and Nature of Beneficial Ownership (2)

Cadwell Family Irrevocable Trust

Current Directors and Executive Officers as a group (2 individuals) (3)

Major Shareholder(s):

26,912 shares held by the Cadwell Family Irrevocable Trust, of which Mr.

Cadwell is a trustee, and 2,316,830 shares of common stock

issued to AMIC Gift, LLC, an LLC controlled by Mr.

Cadwell and his wife.

Ownership of Series A Convertible Preferred Stock

of March 30, 2026, there were 2,071,007 shares of Series A Preferred issued and outstanding, convertible into 2,588,758 shares of

the Company’s common stock.

Applicable percentage is based on 2,071,007 shares of Series A Preferred outstanding as of March 30, 2026.

Name and Address of Beneficial Owner (1)(2)

Amount and Nature of Beneficial Ownership (3)

Percent of Class

Named Executive Officers and Directors:

All Current Directors and Executive Officers as a group (1 individual) (3)

5%+ Stockholders:

Bruce Jolliff

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Suite 3600, Seattle, WA 98101.

Officers and Directors of the Company that do not hold any Series A Convertible Preferred have been omitted from this table.

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

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Series A Convertible 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 Company Series A Convertible Preferred, and therefore have been omitted from this table.

Ownership of the Company’s Series B Convertible Preferred Stock

148,309 shares held by the Cadwell Family Irrevocable Trust, of which.

Cadwell is a Trustee.

Ownership of Series B Convertible Preferred Stock

of March 30, 2026, there were 363 shares of Series B Preferred issued and outstanding, convertible into 4,538 shares of the Company’s

common stock.

following table sets forth, as of March [●], 2025, the number of shares of Series B Preferred beneficially owned by the following

(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.

and Address of Beneficial Owner (1)

and Nature of Beneficial Ownership (2)

Directors and Executive Officers as a group (3 individuals)

Major Shareholder(s):

Firstfire Global Opportunities

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.

Applicable percentage is based on 363 shares of Series B Preferred outstanding as of March 30, 2026.

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership (2)

Percent of Class

5%+ Stockholders:

Firstfire Global Opportunities Fund (1)

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

and they have therefore been omitted from this table.

The address of the beneficial owners is as follows:

(i) Firstfire Global Opportunities

Fund, 1040 1st Avenue, STE 190, New York, NY 10022

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

Ownership of the Company’s Series C Convertible Preferred Stock

of March 7, 2025, 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 7, 2025, the number of shares of Series C Preferred beneficially owned by the following

(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.

and Address of Beneficial Owner (1)

and Nature of Beneficial Ownership (2)

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

Ownership of Series C Convertible Preferred Stock

of March 30, 2026, there were 385,302 shares of Series C Preferred issued and outstanding, convertible into 4,816,275 shares of the

Company’s common stock.

Applicable percentage is based on 385,302 shares of Series C Preferred outstanding as of March 30, 2026.

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership (2)

Percent of Class

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

address of each of the beneficial owners above is c/o Vivos Inc, 1030 N Center Parkway, Kennewick, WA 99352.

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

its shares, except that Dr.

Cadwell under the terms of the Cadwell Trust does not have or share voting or investment power 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 have therefore been omitted from this table.

Officers and Directors of the Company that do not hold any Series C Convertible Preferred have 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

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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, 2024 and 2023 in the amounts of $4,500

and $4,500, 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.

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, 2025 and 2024 in

the amounts of $0 and $4,500, 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.

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

the years ended December 31, 2025 and 2024 were $4,350 and $3,850, 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, 2024 and

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

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

31, 2025 and 2024 other than those described above.

During the years ended December 31, 2025 and 2024, there were no such fees billed

by Fruci & Associates II, PLLC.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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Balance Sheets as of December 31, 2025 and 2024, the Statements of Operations for the years

ended December 31, 2024 and 2023, the Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024

and 2023, and the Statements of Cash Flows for the years ended December 31, 2024 and 2023, together with the notes thereto and the

reports of Fruci & Associates II, PLLC as required by Item 8 are included in this 2024 Annual Report on Form 10-K as set forth

in Item 8 above.

ended December 31, 2025 and 2024, the Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and

2024, and the Statements of Cash Flows for the years ended December 31, 2025 and 2024, together with the notes thereto and the reports

of Fruci & Associates II, PLLC as required by Item 8 are included in this 2025 Annual Report on Form 10-K as set forth in Item

Statement Schedules .

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system in Item 601 of Regulation S-K.

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.

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).

(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).

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.

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).

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.

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).

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).

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).

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).

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).

of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Vivos Inc., dated March 27, 2019 (incorporated

by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2019).

of Amendment to its Certificate of Incorporation of Vivos Inc., as amended, effecting a 1-for-8 reverse split, dated June 26, 2019

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 2, 2019).

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

of Series A Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11,

of Series B Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11,

of Series C Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December

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

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).

Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Vivos Inc., dated March 27, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2019).

Certificate of Amendment to its Certificate of Incorporation of Vivos Inc., as amended, effecting a 1-for-8 reverse split, dated June 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 2, 2019).

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).

Form of Series A Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2022).

Form of Series B Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2022).

Form of Series C Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 27, 2023).

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.

(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).

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.

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).

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

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).

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.

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).

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).

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).

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).

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).

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).

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).

Agreement between Vivos Inc.

and Michael Korenko, dated May 3, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on May 7, 2021.

and Restated Employment Agreement between Vivos Inc.

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).

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).

Employment Agreement between Vivos Inc.

and Michael Korenko, dated May 3, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2021.

Amended and Restated Employment Agreement between Vivos Inc.

and Michael Korenko.

Dated December 19, 2023, with a deemed effective date of

January 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 25, 2024).

of Series C Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed on December 27, 2023).

of Warrant Exchange Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed

on December 27, 2023.

Dated December 19, 2023, with a deemed effective date of January 1, 2024 (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed March 25, 2024).

Form of Series C Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2023).

Form of Warrant Exchange Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 27, 2023.

Consent of Independent Registered Public Accounting Firm

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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 (4)

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Calculation Linkbase

Inline XBRL Taxonomy Extension

Definition Linkbase

Inline XBRL Taxonomy Extension

Label Linkbase

Inline XBRL Taxonomy Extension

Presentation Linkbase

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

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and Chairman of the Board

to Financial Statements

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

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Statements of Operations for the years ended December 31, 2025 and 2024

Statement of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

Statements of Cash Flow for the years ended December 31, 2025 and 2024

Notes to Financial Statements

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of Vivos, Inc.

the Board of Directors and Stockholders of Vivos, Inc.

on the Financial Statements

have audited the accompanying balance sheets of Vivos, Inc.

(“the Company”) as of December 31, 2024 and 2023, and the related

statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December

31, 2024, 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, 2024 and 2023 and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

have audited the accompanying consolidated balance sheets of Vivos, Inc.

(“the Company”) as of December 31, 2025 and 2024,

and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in

the two-year period ended December 31, 2025, 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, 2025 and

2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity

with accounting principles generally accepted in the United States of America.

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

As discussed in Note

1 to the financial statements, the Company has a history of net losses, and negative cash flows from operations.

These factors, among

others, 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.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

1 to the financial statements, the Company has had recurring losses and has used significant cash in supports of its operating activities.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

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

The 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 determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2016.

Spokane, Washington

March 24, 2025

31, 2024 AND 2023

& Associates II, PLLC – PCAOB ID #05525

have served as the Company’s auditor since 2016.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

Current Assets

Accounts receivable

Prepaid expenses

Total Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

of use assets

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

portion of lease liability

Current Liabilities

Accounts payable and accrued expenses

Total Current Liabilities

Total Liabilities

Commitments and contingencies

STOCKHOLDERS’ EQUITY

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

Convertible Preferred, 5,000,000 shares authorized, 2,071,007 shares issued and outstanding, respectively

Additional paid in capital - Series A Convertible preferred stock

Series B Convertible Preferred, 5,000,000 shares authorized, 363 and 200,363 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 shares issued and outstanding, respectively

Preferred stock, value

Additional paid in capital - Series C Convertible preferred stock

Additional paid in capital

Common stock, par value, $ 0.001 , 950,000,000 shares authorized, 440,873,806 and

liability, net of current portion

Non-current Liabilities

and contingencies

STOCKHOLDERS’

stock, par value, $ 0.001 , 20,000,000 shares authorized, Series A Convertible Preferred, 5,000,000 shares authorized, 2,071,007 shares

issued and outstanding, respectively

Additional paid in capital - common stock

Subscriptions receivable

Accumulated deficit

paid in capital - Series A Convertible preferred stock

B Convertible Preferred, 5,000,000 shares authorized, 363 shares issued and outstanding, respectively

paid in capital - Series B Convertible preferred stock

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

paid in capital - Series C Convertible preferred stock

paid in capital

stock, par value, $ 0.001 , 950,000,000 shares authorized, 455,494,238 and 440,873,806 issued and outstanding, respectively

paid in capital - common stock

Subscriptions

( 88,427,246 )

( 85,361,229 )

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these financial statements.

OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

of Goods Sold

fees, including stock-based compensation

and development

and administrative expenses

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Revenues, net

Cost of Goods Sold

Gross (loss) profit

OPERATING EXPENSES

Professional fees, including stock-based compensation

Payroll expenses

Research and development

General and administrative expenses

Total Operating Expenses

OPERATING LOSS

( 3,165,047 )

( 2,604,384 )

NON-OPERATING

INCOME (EXPENSE)

on issuance of shares and exchange of warrants

Non-Operating Expenses

LOSS BEFORE PROVISION FOR INCOME TAXES

NON-OPERATING INCOME

Interest income

Loss on issuance of shares and warrant exchange

Total Non-Operating Income

NET LOSS BEFORE PROVISION FOR INCOME TAXES

( 3,066,017 )

( 2,910,448 )

for income taxes

Provision for income taxes

$ ( 3,066,017 )

$ ( 2,910,448 )

loss per share - basic and diluted

average common shares outstanding

accompanying notes are an integral part of these financial statements.

OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

- December 31, 2022

Net loss per share - basic and diluted

Weighted average common shares outstanding

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Series A Preferred

Series B Preferred

Series C Preferred

Balance - December 31, 2023

$ ( 82,450,781 )

exercises and exchanges

purchased for cash

granted to consultants that have vested

loss for the year

Stock issued for:

Exercise of warrants (cash and cashless)

Conversion of preferred stock to common stock

Adjustment for vested RSUs

( 1,162,500 )

Warrants purchased for cash

RSUs granted to consultants that have vested

Net loss for the year

( 2,910,448 )

- December 31, 2023

( 2,910,448 )

Balance - December 31, 2024

$ ( 85,361,229 )

of warrants (cash and cashless)

of preferred stock to common stock

for vested RSUs

Balance - December 31, 2024

$ ( 85,361,229 )

purchased for cash

granted to consultants that have vested

loss for the year

$ ( 85,361,229 )

Stock issued for:

Exercise of warrants (cash and cashless)

Warrants purchased for cash

RSUs granted to consultants that have vested

Net loss for the year

( 3,066,017 )

- December 31, 2024

( 3,066,017 )

Balance - December 31, 2025

$ ( 88,427,246 )

accompanying notes are an integral part of these financial statements.

OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

CASH FLOW FROM OPERTING ACTIVIITES

$ ( 88,427,246 )

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

CASH FLOW FROM OPERATING ACTIVITIES

$ ( 3,066,017 )

$ ( 2,910,448 )

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

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RSUs issued for services

Loss on issuance of shares and warrants

Loss on issuance of shares and warrant exchange

Changes in assets and liabilities

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Accounts payable and accrued expenses

Operating lease expense

Total adjustments

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( 1,684,039 )

CASH FLOWS FROM FINANCING ACTIVITES

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of fixed assets

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from short-term advances from related party

Payments of related party notes

Payments of lease liability

Exercise of warrants

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Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH

NET (DECREASE) INCREASE IN CASH

CASH - BEGINNING OF YEAR

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RSUs vested into common stock

Accounts payable converted into shares of common stock

accompanying notes are an integral part of these financial statements.

TO FINANCIAL STATEMENTS

ROU assets for lease liability

The accompanying notes are an integral part of these consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2025 AND 2024

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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 TM .

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

device, RadioGel™, for the treatment of non-resectable tumors, now trademarked as Precision Radionuclide Therapy™.

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.

2013, the United States Food and Drug Administration (“ FDA ”) issued the determination that RadioGel™ is a device

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This should result in a faster path than a drug for final approval.

January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel TM 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 ®

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.

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with all applicable laws and regulations.

on the FDA’s recommendation, RadioGel TM is being marketed as “IsoPet ® ” for use by veterinarians

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 ® ”

IsoPet ® and RadioGel TM are used synonymously throughout this document.

IsoPet ® and RadioGel™ are used synonymously throughout this document.

The only distinction between IsoPet ®

and RadioGel TM is the FDA’s recommendation that we use “IsoPet ® ” for veterinarian usage,

and reserve “RadioGel TM” 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.

the last four years much effort has been directed to completing the testing require to obtain FDA approval for an Investigational Device

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.

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.

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therapy, human therapy, and recently other applications of its patented technologies.

Company has worked with five different national laboratories or university veterinarian hospitals on IsoPet ® /RadioGel TM

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

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.

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.

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

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

Once injected, these inert particles are locked in place inside the tumor by the gel, delivering a very high local radiation

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.

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.

December 2023, the Food and Drug Administration granted RadioGel Precision Radionuclide Therapy the designation as a Breakthrough Device

pursuant to the FDA’s Breakthrough Devices Program.

This gave the company access to the “sprint” rapid review process

for IDE comments.

For the last several months the company has been taking advantage of that program to resoled detailed FDA questions

on a variety of topics.

early 2025 the Company began actively pursuing human clinical trials in India.

This involved successful step-by-step implementation of

several requirements, including location of a respected lead investigator at a respected hospital;

regulatory approvals (securing clearances

from the Scientific Committee, Ethics Committee, and the Central Drugs Standard Control Organisation (CDSCO) under the Ministry of Health

& Family Welfare, and the Company was issued the Clinical Trial Registry-India (CTRI) number required for publishing results);

coordination (acquired liability insurance, expanded the treatment institution’s radioactive material license to include RadioGel ® ,

and established robust international shipping protocols and an alternate contingency shipping path for the Yttrium-90 (Y-90)-based product);

protocol development (finalized the Clinical Trial Protocol, incorporating Mayo Clinic study designs and feedback from FDA pre-submission

discussions);

operational readiness (re-validated RadioGel ® manufacturing at IsoTherapeutics to ensure compliance with

Quality Management System standards and FDA sterility and validation recommendations);

administrative preparations (signed agreements

with the Ethics Committee and treatment institution while confirming trademark and patent protections in the region);

and training and

certification (conducted comprehensive certification training for the treatment team).

Failure on any step would have terminated the effort.

December 2024 the Company conducted an important offset strategic meeting to ensure that its entire key internal and external team was

alighted to its strategic plans.

Attendees included all our current internal team members, our senior health physics volunteer, the members

of the Medical Advisory Board and the Veterinary Medicine Advisory Board, lead Investigator for the proposed Mayo Clinic clinical trial,

lead investigator for the clinical trial in India, and our patent attorney.

The primary objective was to re-assess our business direction,

to select the next target series of indications for Use, to ensure that we have developed the optimum precision Radionuclide Therapy TM

approach for each cancer type, including the isotope, the delivery technique, and the dose, and to ensure that our current and

future patents protect these directions.

It also discussed the domestic and internation plans.

Company decided to explore the viability of harvesting its technology for other business opportunities as a separate “division.”

The Company is working with Akina, on these initiatives.

The current efforts are on the Peltier Chiller technology and the hydrogel.

To prevent the Company from being distracted from its primary focus of treating cancer, if viable, Akina would probably also be the principal

Alternatively, each business sector can be spun off as separate business activities to an interested party.

Laboratory Chilling - As Akina explained, it is easy to purchase many laboratory devices to control heating, but there are limited or

no options for controlled cooling, which is a common laboratory requirement usually involving ice baths.

The Company is now testing a

prototype universal laboratory cooling device.

– the Company spent years on refining the development of its hydrogel, in which gelation initiates just above room temperature

and is completed as it warms to body temperature.

It is currently investing in quantifying and controlling the hydrogel resorption characteristics.

There has been sufficient spontaneous interest in this component to warrant a serious business case assessment.

The Company just trademarked

the name Precision Gel TM and, in addition to its current hydrogel patent, has 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.

A MOU has been drafted

to interface with potential clients including licensing and exclusive material contracting.

Initial meetings are scheduled in the first

quarter of 2025 with potential clients to assess the business viability.

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, in anticipation of the Battelle License reaching

the end of its term during the past several years.

trademark protection, which usually is extended to 17 countries, has been expanding continuously as summarized below:

own applications/registrations for the following and should mark as noted below:

○ ALPHA-GEL TM

○ BETA-GEL TM

○ GAMMA-GEL TM

RADIONUCLIDE THERAPY TM

○ PRECISIONGEL TM

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 office and more than ten others covering approximately 63 counties.

January 2025 we filed an additional provisional patent on the control, transport, and delivery of PrecisionGel.

refer you to Item 7– Management’s Discussion and Analysis of Financial Condition and Results of Operations of this

Form 10-K for more information about our business.

September 17, 2025, the Board of Directors of the Company approved the creation of Vivos Scientific India LLP (“Vivos India”

or the “LLP”), a wholly owned separate legal entity in India.

Vivos India expands the Company’s strategic initiatives,

with the objective of establishing a manufacturing center, expanding human therapies and pursuing commercialization of therapies in India.

In addition, we will generate additional human trial data to support our process with the Food and Drug Administration (“FDA”).

Vivos India was established on October 1, 2025 (deemed to have commenced on October 15, 2025).

Pursuant to the LLP dated as of November

18, 2025, ownership of Vivos India is held jointly by Michael Korenko the Company’s CEO, and Sandip Bali, a consultant of the Company

based in India.

Since the Company will by the sole source of funding for Vivos India and the Company will control the activities of Vivos

India, the Company has consolidated this entity as a variable interest entity in accordance with ASC 810.

Additionally, the business

of the LLP is the research and development of the patents held by the Company in India pursuant to the Product Transfer and License Deed

entered into November 18, 2025.

It is not anticipated that this entity will incur revenues in the near term.

November 18, 2025, the Company and Vivos India entered into a Product Transfer and License Deed whereby the Company will grant Vivos

India an exclusive license and product transfer to develop, seek regulatory approvals, import, market, distribute, and commercialize

the Products in India, subject to the terms and conditions of the Deed.

In accordance with this agreement, any inventions, improvements,

data or know-how developed by Vivos India in connection with the Company’s products shall be promptly disclosed in writing and

are hereby irrevocably assigned to the Company.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction

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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.

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 $ 2.5 million

annually to maintain current operating activities.

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 (together with the 2019 Regulation

A+ Offering, the “ Prior 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 and the private placement of 18,797,000 warrants.

During the year ended December

31, 2024, the Company raised $ 2,266,000 through the issuance of 24,950,000 shares of common stock.

The Company’s Prior Regulation

A Offerings undertaken pursuant to Regulation A+ have raised approximately $ 7,250,000 from the sale of shares of common stock.

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 ”).

Company is using the proceeds generated from the Prior Regulation A+ Offering and the July 2024 Regulation A+ Offering as follows:

the Company’s operations and thus raises significant doubt about the Company’s ability to continue as a going concern.

and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities

The Company may require additional funding of approximately $ 5

million annually to maintain current operating

the next 12 to 48 months, the Company believes it will cost approximately $9 million to:

(1) fund the FDA approval process to conduct

human clinical trials;

(2) conduct Phase I, pilot, and clinical trials;

(3) activate several regional clinics to administer IsoPet ®

across the county;

(4) create an independent production center within the current production site to create a template for future

international manufacturing;

and (5) initiate regulatory approval processes outside of the United States.

The proceeds to be raised from

the Regulation A+ Offerings will be used to continue to fund this development.

continued deployment of the brachytherapy 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 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:

(1) the timing of any approvals;

(2) the nature of the Company’s arrangements

with third parties for manufacturing, sales, distribution, and licensing of those products;

and (3) the products’ success in the

and elsewhere.

The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements,

as well as proceeds to be raised from the Regulation A+ Offerings.

as well as a series of grants.

The Company requires funding of approximately $ 3 million annually to maintain current operating activities.

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 $ 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 ”).

The Company filed with the SEC an

offering statement on Form 1-A (including a preliminary offering circular dated February 13, 2026, amended March 4, 2026) under

Regulation A for the offering of up to $ 75.0 million of shares of its Common Stock, which offering was qualified by the SEC as of

March 5, 2026 (the “2026 Regulation A+ Offering” and, together with the 2019 Regulation A+ Offering, 2021 Regulation A

Offering, and July 2024 Regulation A+ Offering, the “Regulation A+ Offerings”).

the year ended December 31, 2023, we raised $ 1,179,245 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 year ended December 31, 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.

In March 2026, the Company raised

$ 1,553,000 through the sale of 19,200,000 shares of Common Stock through the Regulation A+ Offering and concurrent private placement of

17,000,000 warrants.

receipt of required regulatory approvals and necessary financing to fund our working capital requirements, the Company intends to outsource

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These long-term goals are subject to the Company:

(1) receiving adequate funding;

(2) receiving regulatory approval for RadioGel ™ and other brachytherapy products;

and (3) being able to successfully

(i) receiving adequate funding;

(ii) receiving regulatory approval for RadioGel ™ and other brachytherapy products;

and (iii) being able to successfully

commercialize its brachytherapy products.

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product, and generate revenue accordingly.

of December 31, 2024, the Company had $ 2,212,548 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 not be enough to cover the fixed and variable

obligations of the Company.

Company anticipates using the proceeds from the July 2024 Regulation A+ Offering as follows:

of December 31, 2025, the Company had $ 1,558,525 of cash on hand.

There are currently commitments to vendors for products and services

To continue the development of the Company’s products, the current level of cash is insufficient to cover the fixed

and variable obligations of the Company.

Company anticipates using additional proceeds from the July 2024 Regulation A+ Offering as follows:

the animal therapy market:

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number of certified clinics for small animal and equine therapy and to increase the number of patients;

some IsoPet ® therapies, if necessary, to ensure that all viable candidates are treated;

certain IsoPet ® therapies, if necessary, to ensure that all viable candidates are treated;

a new regional clinic with their license and certification training.

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the pedigree of the Quality Management System;

automation of product manufacturing.

liability insurance for human clinical studies;

human clinical studies in the US.

and validate two new production facilities;

human clinical studies in the US and India.

and development of the Company’s precision radionuclide therapy product line has been funded with proceeds from the sale of equity

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million annually to maintain operating activities.

the next 36 months, the Company believes it will cost approximately $8.0 to $9.0 million to:

(1) fund the FDA approval process to conduct

human clinical trials;

(2) conduct Phase I, pilot, clinical trials;

(3) activate several regional clinics to administer IsoPet ®

across the U.S.;

(4) create an independent production center within the current production site to create a template for future

international manufacturing;

and (5) initiate regulatory approval processes outside of the United States.

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 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 U.S.

proceeds raised from the 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.

continued deployment of the precision radionuclide therapy products and a worldwide regulatory approval effort will require additional

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The Company intends to fund its activities through strategic

transactions such as licensing and partnership agreements or from proceeds raised from the Prior Regulation A+ Offering and from the

July 2024 Regulation A+ Offering.

transactions such as licensing and partnership agreements or from proceeds raised from the Regulation A+ Offerings.

Company intends to expand the indications for use in phases:

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lung nodules, and finally, all non-sectable solid tumors.

It is anticipated that the medical community may begin to use RadioGel off-label,

we will support but will not encourage that practice.

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.

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

and (3) being able to successfully commercialize its precision radionuclide therapy products.

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.

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.

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.

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.

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.

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.

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

Consolidation

Company has a relationship with Vivos India, which is considered a variable interest entity (VIE) under the guidance in ASC 810, Consolidations.

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

financial interest.

The Company evaluates the interests in such entities to determine whether it is the primary beneficiary and therefore

required to consolidate the VIE in its financial statements.

Company has determined that it is the primary beneficiary of Vivos India because it has both (i) the power to direct the activities

that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to

receive benefits that could potentially be significant to the VIE.

Accordingly, the assets, liabilities, and results of operations

of Vivos India will be included in the Company’s consolidated financial statements.

All intercompany activity will be

eliminated in consolidation.

As of December 31, 2025, the Company is still waiting on regulatory approval in India to commence

preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates

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those estimates.

Statement Reclassification

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.

the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity

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it is practicable to estimate that value.

As of December 31, 2024 and 2023, the balances reported for cash, prepaid expense,

accounts receivable, accounts payable, and accrued expense, approximate the fair value because of their short maturities.

As of December 31, 2025 and 2024, the balances reported for cash, prepaid expense, accounts

receivable, accounts payable, and accrued expense, approximate the fair value because of their short maturities.

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

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Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis.

assets are recorded at cost.

Expenditures for renewals and improvements that significantly add to the productive capacity or extend the

useful life of an asset are capitalized.

Expenditures for maintenance and repairs are expensed as incurred.

When equipment is retired

or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss

is reflected in income.

is provided using the straight-line method, based on useful lives of the assets which range from 3 three

to five years .

Company reviews the carrying value of its fixed assets for impairment whenever events and circumstances indicate that the carrying value

of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount

by which the carrying value exceeds the fair value of assets.

The factors considered by management in performing this assessment include

current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition,

and other economic factors.

and Intellectual Property

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Management has determined that the economic life of the patents

to be ten years and amortization, over such 10 -year period and on a straight-line basis will begin once the patents have been issued

and the Company begins utilization of the patents through production and sales, resulting in revenues.

ten years and amortization, over such 10 -year

period and on a straight-line basis will begin once the patents have been issued and the Company begins utilization of the patents through

production and sales, resulting in revenues.

Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis.

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results and projected and expected undiscounted future cash flows.

have been no such capitalized costs in the years ended December 31, 2024 and 2023, respectively.

However, a patent was

filed on July 1, 2019 (No.

1811.191) filed by Michael Korenko and David Swanberg 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.

have been no such capitalized costs in the periods ended December 31, 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.

May 2014, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standard Update (“ ASU ”)

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are recognized upon the certification being completed.

During 2024, $ 4,995 of the revenue relates to this certification.

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.

following table disaggregates the Company’s revenue by major source for the years ended December 31, 2025 and 2024:

OF DISAGGREGATION OF REVENUE

Years Ended December 31,

Services - Treatments

Certification

Discount - Services

Discount - IsoPet

Discount - Certifications

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 December 31, 2025 amounts to $ 57,257 .

The Company did not hold inventory until February 2025.

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

have been no write-downs of inventory as of December 31, 2025, and the Company evaluates the inventory monthly for obsolescence.

Company from time to time will write-off items for spoilage when the need arises in the normal course of business.

Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings

Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average

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

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if potentially dilutive common shares had been issued.

For the given periods of loss, of the periods ended in the years ended December

31, 2024 and 2023, the basic earnings per share equals the diluted earnings per share.

following represent Common Stock equivalents that could be dilutive in the future as December 31, 2024 and 2023, which include the following:

OF DILUTIVE EARNINGS PER SHARE

For the given periods of loss, of the periods ended December 31, 2025 and 2024,

the basic earnings per share equals the diluted earnings per share.

following represent Common Stock equivalents that could be dilutive in the future as December 31, 2025 and December 31, 2024, which include

the following:

DILUTIVE EARNINGS PER SHARE

December 31, 2025

December 31, 2024

Preferred stock

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federal jurisdiction.

The Company did not have any tax expense for the years ended December

The Company did not have any tax expense for the periods ended December

31, 2025 and 2024.

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in the Company’s financial statements.

For the years ended December 31, 2024 and 2023, the Company did not recognize any interest

For the periods ended December 31, 2025 and 2024, the Company did not recognize any interest

or penalty expense related to income taxes.

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over the respective vesting periods of the option grant.

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 years ended December 31, 2025 and 2024, respectively.

The benefit the clinics get by being licensed will assist in increased revenues associated with the treatments being administered.

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.

With the formation of the VIE, Vivos India, and the fact

that this is consolidated for financial reporting purposes, the activities of Vivos India are a defined segment for geographical purposes.

As of December 31, 2025, the Company is still waiting on regulatory approval in India to commence operations.

All of the Company’s

long-lived assets as of December 31, 2025 are located in the United States.

Accounting Pronouncements

of ASU 2023-09

December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective

tax rate reconciliation and income taxes paid.

The guidance is intended to improve transparency regarding the nature and magnitude of

factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.

Company adopted this standard effective January 1, 2025 on a prospective basis.

The adoption did not have a material impact on the Company’s

consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature.

amounts have been recast to conform to the current-period presentation, where applicable.

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.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (“ASU

ASU 2023-07 improves segment reporting disclosures for public companies.

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.

ASU 2023-07 was effective for

public companies in fiscal years beginning after December 15, 2023.

The Company has not yet begun generating significant revenue from its planned principal operations and operates as

a single reportable segment.

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.

The Company analyzed ASU 2023-07 and determined that the required

information is presented within the consolidated financial statements and footnote disclosures herein.

The Company does not believe that

ASU 2023-07 will have a material impact on the consolidated financial statements.

RELATED PARTY TRANSACTIONS

September 2023, our Chief Executive Officer advanced $ 10,000 to the Company, which amount was repaid October 4, 2023.

In December 2024,

our Chief Executive Officer advanced $ 40,949 to the Company, which amount was repaid within ten days.

December 2024, our Chief Executive Officer advanced $ 40,949 to the Company, which amount was repaid within ten days.

of December 31, 2025 and 2024, the Company has the following fixed assets:

OF FIXED ASSETS

December 31, 2025

December 31, 2024

Production equipment – 5 year-life

Office equipment – 5 year-life

Accumulated depreciation

Fixed assets, net

expense for the years ended December 31, 2025 and 2024 was $ 374 and $ 0 .

STOCKHOLDERS’ EQUITY

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Stock as Series B Convertible Preferred Stock, par value $ 0.001 per share (“ Series B Preferred ”) (the “ Series

As of December 31, 2024 and 2023, there are 363 and 200,363 shares of Series B Preferred issued and outstanding, respectively.

As of December 31, 2025 and 2024, there are 363 shares of Series B Preferred issued and outstanding, respectively.

following summarizes the current rights and preferences of the Series B Preferred:

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pursuant to such transaction.

December 16, 2024, there was 200,000 Series B Preferred shares converted into 2,500,000 common shares.

December 16, 2024, 200,000

Series B Preferred shares were converted into 2,500,000

shares of Common Stock.

There were no conversions in 2025.

C Convertible Preferred Stock

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and Preferred Stock Issuances

and Preferred Stock Issuances - 2024

and Preferred Stock Issuances – Year Ended December 31, 2025

January 2025, the Company received $ 1,500 from warrants exercised in December 2024.

February 2025, the Company issued 12,500,000 shares of Common Stock pursuant to the Regulation A+ Offering, and 6,250,000 warrants for

cash proceeds of $ 1,506,250 .

March 2025, the Company issued 38,422 shares of Common Stock for services rendered valued at $ 4,688 .

April 2025, the Company issued 100,000 shares of Common Stock upon the vesting of Restricted Stock Units (“ RSUs”).

June 2025, the Company issued 250,000 shares of Common Stock upon the vesting of RSUs, and 41,778 shares for services rendered in the

amount of $ 4,687 .

July 2025, 742,857 shares of Common Stock were issued for the cashless exercise of 1,600,000 warrants.

September 2025, the Company issued 118,094 shares of Common Stock for services rendered in the amount of $ 10,688 .

December 2025, the Company issued 329,281 shares of Common Stock for services rendered in the amount of $ 22,687 and issued 500,000 shares

of Common Stock upon the vesting of RSUs.

and Preferred Stock Issuances – Year Ended December 31, 2024

Company issued 24,950,000 shares of Common Stock pursuant to the Regulation A+ Offerings for cash proceeds of $ 2,266,000 .

1 unchanged sentence

Company issued 20,336,472 shares of Common Stock in the cashless exercise of 28,619,000 warrants.

Company issued 5,000,000

shares of Common Stock in the exchange of 5,000,000

warrants and recognized a loss on the exchange of $ 381,000

which is included in the exercise of warrants in the consolidated statement of changes in stockholders’s equity.

Company issued 5,000,000 shares of Common Stock in the exchange of 5,000,000 warrants and recognized a loss on the exchange of $ 381,000

which is included in the exercise of warrants in the consolidated statement of changes in stockholder’s equity.

were 200,000 Series B Preferred shares converted into 2,500,000 common shares.

1 unchanged sentence

Company adjusted their common shares for vested RSUs in prior periods that were cancelled.

and Preferred Stock Issuances – 2023

April 2023, the Company issued 8,000,000 shares of Common Stock, 2,665,000 Series A warrants and 8,000,000 Series B warrants in their

Regulation A+ Offerings for $ 640,000 .

The Company sold the warrants for $ 10,665 .

2023, the Company issued 2,221,505 shares of common stock in a cashless exercise of warrants to purchase 2,132,000 shares of common stock.

2023, the Company issued:

(1) 500,000 shares of common stock in settlement of accounts payable of $ 28,450 ;

(2) 8,132,000 shares of common

stock and 8,132,000 warrants pursuant to the Offering Statement for the Regulation A+ Offering for an aggregate total of $ 528,580 ;

2,499,000 shares of common stock in a cashless exercise of warrants to purchase 4,998,000 shares of common stock and issued new warrants

to purchase 10,002,000 shares of common stock;

and (4) issued 4,000,000 shares of common stock for 4,00,000 vested restricted stock units,

for which the Company recognized a loss of $ 151,184 on this exchange of vested restricted stock units for shares of common stock.

COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS

7 unchanged sentences

OF CHANGES IN STOCK OPTION

Intrinsic Value

Options Outstanding

Weighted Average

Number Of Shares

Exercise Price Per Share

Contractual Life

Aggregate Intrinsic Value

Exercise Price Per Share

Year Ended December 31, 2024

18 unchanged sentences

OF CHANGES IN STOCK WARRANTS

Intrinsic Value

December 31, 2024

Warrants Outstanding

Weighted Average

Number Of Shares

Exercise Price Per Share

Contractual Life

Aggregate Intrinsic Value

Exercise Price Per Share

Year Ended December 31, 2024

Outstanding at January 1, 2024

2 unchanged sentences

( 5,000,000 )

Expired/cancelled

Outstanding at December 31, 2024

Exercisable at December 31, 2024

December 31, 2023

Year Ended December 31, 2025

Outstanding at January 1, 2025

( 1,600,000 )

( 7,663,000 )

( 10,002,000 )

Expired/cancelled

( 11,237,500 )

Outstanding at December 31, 2025

7 unchanged sentences

OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT

dividend yield

interest rate

Company granted 10,665,000 warrants in their Reg A+ funding in April 2023, with an exercise price of $ 0.0775 and a three-year term.

Company granted 2,000,000 warrants in their Regulation A+ Offering in January 2024, with an exercise price of $ 0.075 and a three-year

term and 5,000,000 warrants with the same terms on April 1, 2024.

December 31, 2025

December 31, 2024

Expected term

Expected volatility

Expected dividend yield

Risk-free interest rate

Company granted 2,000,000

warrants in their Regulation A+ Offering in January 2024, with

an exercise price of $ 0.075

three-year term and 5,000,000

warrants with the same terms on April 1, 2024.

November 2024, the Company sold 11,950,000 warrants, 30 % of which expire December 31, 2024 at an exercise price of $ 0.01 and 70 % of which

expire December 31, 2027 at an exercise price of $ 0.15 for $ 11,950 under Regulation D.

2024, the Company issued 25,336,468 shares of Common Stock in the exercise of 33,619,000 warrants and received $ 19,350 .

2024, the Company issued 25,336,468 shares of Common Stock in the exercise of 33,619,000 warrants.

Company granted 6,250,000 warrants in February 2025, with an exercise price of $ 0.15 that expire June 30, 2028.

In July 2025, 1,600,000

warrants were exercised into 742,857 shares of Common Stock.

following schedule summarizes the changes in the Company’s restricted stock units:

OF CHANGES IN RESTRICTED STOCK UNITS

SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS

Number Of Shares

Weighted Average

Grant Date Fair Value

10 unchanged sentences

January 1, 2024, the Company granted 20,000,000

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.

In May 2024, the Company granted 1,050,000

restricted stock units to consultants that vest through December 31, 2025.

In November 2024, the Company granted 800,000 restricted

stock units that vest in May 2025.

During the year ended December 31, 2024, 11,475,000

of these restricted stock units vested.

2023, the Company granted 2,900,000 RSUs to consultants, with 25 % of such RSUs vesting immediately, 25 % vest on December 31, 2023, 25 %

vest on December 31, 2024 and the remaining 25 % vest on December 31, 2025.

These RSUs are valued at $ 263,900 .

4, 2023, the Chief Executive Officer rescinded 1,012,500 of which 750,000 had vested in prior years, of his fully vested RSUs.

2023, the Company granted 4,000,000 immediately vested RSUs to a consultant, for which the RSUs are valued at $ 208,000 .

restricted stock units to its Chief Executive Officer as part

of his new employment agreement that vest in four equal installments over a 2

two-year period beginning February 1, 2024.

In May 2024, the

Company granted 1,050,000 restricted stock units to consultants that vest through December 31, 2025.

In November 2024, the Company granted

800,000 restricted stock units that vest in May 2025.

During the year ended December 31, 2024, 11,475,000 of these restricted stock units

the year ended December 31, 2025, 1,650,000 restricted stock units were granted to consultants that vest through December 31, 2028, and

12,575,000 restricted stock units vested.

Company has adopted ASU No.

2016-02, Leases (Topic 842) and as such accounted for our leases in terms of the right of use assets

and offsetting lease liability obligations under this pronouncement.

The Company had had only short-term leases through entering into

a long-term lease agreement on November 1, 2025.

The Company recorded these amounts at present value, in accordance with the standard,

using a discount rate of 4.5%.

The right of use asset is composed of the sum of all lease payments, at present value, and is amortized

straight line over the life of the expected lease term.

For the expected term of the lease the Company used the initial terms of 48 months.

Upon the election by the Company to extend the lease for additional years, that election will be treated as a lease modification and

the lease will be reviewed for re-measurement.

Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which

does not require the Company to adjust the comparative periods presented when transitioning to the new guidance.

The Company has also

elected to utilize the transition related practical expedients permitted by the new standard.

The modified retrospective approach provides

a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective

Adoption of the new standard did not result in an adjustment to retained earnings for the Company.

of December 31, 2025, the value of the unamortized lease right of use asset was $ 110,703 .

As of December 31, 2025, the Company’s

lease liability was $ 114,271 .

OF OPERATING LEASE MATURITY

Maturity of lease liability for the operating lease for the period ended December 31,

Imputed interest

Total lease liability

Disclosed as:

Current portion

Non-current portion

OF LESSEE RIGHT OF USE OF ASSET AMORTIZATION

Amortization of the right of use asset for the period ended December 31, 2026

components of the total lease cost incurred by the Company is as follows:

OF LEASE COST

December 31, 2025

December 31, 2024

Operating lease expense

CONCENTRATIONS

and three customers accounted for all of the revenues, each, more than 10% of total revenue.

As of December 31, 2025 and 2024, six and

two customers represented 100 % of the Company’s accounts receivable, of which three and two customers represented greater than

10% of the total outstanding.

June 4, 2019, the Company entered into an Executive Employment Agreement (“ Employment Agreement ”) with Dr.

8 unchanged sentences

December 31, 2023.

The Company renewed the Employment Agreement for a term of two years expiring December 31, 2025.

On December 19, 2023, the Company renewed the Employment Agreement for a term of two years expiring December 31, 2025.

the terms of the Employment Agreement effective January 1, 2024, the Company shall pay to Dr.

Korenko a base compensation of $ 295,500 .

In addition, there is a discretionary bonus to be earned in the amount of $ 10,000 per quarter upon the satisfaction of conditions to

be determined by the Board of Directors of the Company.

In addition, Dr.

Korenko is entitled to a discretionary bonus to be earned in the amount of $ 10,000

per quarter upon the satisfaction of conditions to be determined

by the Board of Directors of the Company.

In addition, the Company granted Dr.

Korenko 20,000,000 restricted stock units

on January 1, 2024 that vest over the two year period.

Korenko 20,000,000

restricted stock units on January 1, 2024 that vest over the

two-year period.

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating

6 unchanged sentences

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of

following table summarizes the significant differences between the U.S.

Federal statutory tax rate and the Company’s effective

tax rate for financial statement purposes for the years ended December 31, 2025 and 2024:

SCHEDULE OF EFFECTIVE TAX RATE

Federal income taxes at statutory rate

State income taxes at statutory rate

Stock for services

Change in valuation allowance

deferred tax assets consist of the following components as of December 31, 2025 and 2024:

OF NET DEFERRED TAX ASSETS

December 31, 2025

December 31, 2024

Deferred tax assets:

9 unchanged sentences

OF FEDERAL INCOME TAX RATE

December 31, 2025

December 31, 2024

Book income (loss)

2 unchanged sentences

Stock for services

Other non-deductible expense

Valuation allowance

Income tax expense

December 31, 2024, the Company had net operating loss carryforwards of approximately $ 34,581,700 .

December 31, 2025, the Company had a net operating loss carryforward of approximately $ 36,620,700 .

Topic 740 – Income Taxes (“ ASC 740 ”) provides guidance on the accounting for uncertainty in income taxes recognized

17 unchanged sentences

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this report and noted the following:

February 6, 2025, there has been 12,500,000 shares of common stock issued under the Regulation A+.

Company has evaluated subsequent events through the date of this report and there were no items noted to be disclosed except for the

January 2026, the Company issued 44,118 shares of common stock for services rendered.

The Company filed with the SEC

an offering statement on Form 1-A (including a preliminary offering circular dated February 13, 2026, amended March 4, 2026) under Regulation

A for the offering of up to $ 75.0 million of shares of its Common Stock, which offering was qualified by the SEC as of March 5, 2026.

In March 2026, the Company raised

$ 1,553,000 through the sale of 19,200,000 shares of Common Stock through the Regulation A+ Offering and concurrent private placement of

17,000,000 warrants.

In addition, the Company issued

7,950,000 shares of Common Stock in a warrant exchange of 7,950,000 warrants.

In this exchange, the Company repriced 1,450,000 warrants

from a $ 0.15 exercise price to a $ 0.075 exercise price and these warrants were extended to a maturity date of December 31, 2029 from June

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.

What changed 10-K

Item 9A. Controls and Procedures