Item 1. Business
ITEM
1. BUSINESS.
Vivos
Inc. (the “Company,” “we,” “us,” “our”) is a radiation oncology medical device company
engaged in the development of its yttrium-90 (“Y-90”) based precision radionuclide therapy devices. This includes RadioGel®
Precision Radionuclide Therapy™ (Human Division) for treating solid tumors and positive surgical margins in humans and IsoPet®
(Animal Division) for treating solid tumors in animals. The Company also sells PLGA-g-PEG polymers and PrecisionGel™, a hydrogel
polymer platform for delivering active pharmaceutical ingredients and therapeutic agents. 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, veterinarians,
and patients by providing them with new isotope technologies and advanced polymer solutions that offer safe and effective treatments
for cancer in both humans and animals.
In
2013, the United States Food and Drug Administration (“ FDA ”) issued the determination that RadioGel ®
is a device for human therapy for non-resectable cancers in humans. This should result in a faster path than a drug for final approval.
In
January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel® (now marketed as IsoPet® for
veterinary use) should be classified as a medical device for animal therapy, initially specified for feline sarcomas and canine soft
tissue sarcomas. Additionally, after legal review, the Company believes that this device classification from the FDA Center for Veterinary
Medicine is not strictly limited to canine and feline sarcomas but may extend to a broader population of veterinary cancers, including
all or most solid tumors in animals. As veterinary medical devices do not require premarket approval or notification (such as 510(k)
or PMA) for commercial distribution in the United States, IsoPet® is authorized for marketing and commercial distribution following
this classification, provided the product is safe, effective, properly labeled, and compliant with applicable laws and regulations. The
FDA does not exercise premarket authority over veterinary devices, and manufacturers bear responsibility for ensuring ongoing compliance.
This classification enables the commercial distribution of IsoPet® for treating solid tumors in animals.
Based
on the FDA’s recommendation, RadioGel ® is being marketed as “IsoPet ® ” for use by veterinarians
to avoid any confusion between animal and human therapy. The Company already has trademark protection for the “IsoPet ® ”
name. IsoPet ® and RadioGel ® are used synonymously throughout this document. The only distinction between
IsoPet ® and RadioGel ® is the FDA’s recommendation that we use “IsoPet ® ”
for veterinarian usage, and reserve “RadioGel ® ” for human therapy. Historically, the Company’s primary
focus was on the development and marketing of Isopet ® for animal therapy, through the Company’s IsoPet ®
Solutions division. Over the last four years much effort has been directed to completing the testing require to obtain FDA approval for
an Investigational Device Exemption and to obtain approval for clinical trials in India.
3
The
Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of
university veterinarian hospital to develop detailed therapy procedures to treat animal tumors and ultimately use of the technology in
private clinics. In January 2025 the Company restructured and aligned its internal resources and focused efforts to align with animal
therapy, human therapy, and recently other applications of its patented technologies.
The
Company has worked with five different national laboratories or university veterinarian hospitals on IsoPet ® /RadioGel™
testing and therapy. Washington State University treated five cats for feline sarcoma and served to develop the procedures which are
incorporated in our label. They concluded that the product was safe and effective in killing cancer cells. Colorado State University
demonstrated the CT and PET-CT imaging of IsoPet ® . The University of Missouri conducted an animal study to treat canine
sarcoma. Johns Hopkins University completed a study on VX2 Tumors in Rabbits. Every study confirmed that the Y-90 stayed at the injection
site with insignificant distribution outside that boundary.
Commencing
in July 2019, the Company recognized its first commercial sale of IsoPet®. A veterinarian from Alaska brought his cat with a re-occurrent
spindle cell sarcoma tumor on his face. The cat had previously received external beam therapy, but now the tumor was growing rapidly.
He was given a high dose of 400Gy with heavy therapy at the margins.
The
Company anticipates that any near-term profits, if any, will be derived from direct sales of RadioGel ® (under the name
IsoPet ® ) and related services, and from certifying veterinary clinics to administer IsoPet Therapy. Until recently the
Company certified clinics at its own expense, but the demand has increased to the point that starting in 2025 the Company billed its
first clinic for the certification process. The Company has transitioned to “Volume Pricing” to stimulate broader interest
and adoption. With significant growth achieved in 2025—including a reported 1,200% year-over-year increase in administered therapies
and expansion of the certified clinic network—the Animal Therapy Division (IsoPet®) is positioned to reach breakeven status
in 2026, supported by ongoing profitability-focused initiatives, continued clinic expansion, and improved operational efficiency.
The
plan is to incorporate the data assembled from our work with Isopet ® in animal therapy to support the Company’s
efforts in the development of our RadioGel™ device candidate, including obtaining approval from the FDA to market and sell RadioGel ®
as a Class II medical device. RadioGel ® is an injectable particle-gel for Precision Radionuclide Therapy radiation treatment
of cancerous tumors in people and animals. RadioGel ® is comprised of a hydrogel, or a substance that is liquid at room
temperature and then gels when reaching body temperature after injection into a tumor. In the gel are small, less than two microns, Y-90
phosphate particles. Once injected, these inert particles are locked in place inside the tumor by the gel, delivering a very high local
radiation dose. The radiation is beta, consisting of high-speed electrons. These electrons only travel a short distance so the device
can deliver high radiation to the tumor with minimal dose to the surrounding tissue. Optimally, patients can go home immediately following
treatment without the risk of radiation exposure to family members. Since Y-90 has a half-life of 2.7 days, the radioactivity drops to
5% of its original value after ten days.
In
2021 the Company modified its Indication for Use from skin cancer to cancerous tissue or solid tumors pathologically associated with
locoregional papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic
lymph nodes or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require post-surgical
remnant ablation (for example, after prior incomplete radioiodine therapy). Papillary thyroid carcinoma belongs to the general class
of head and neck tumors for which tumors are accessible by intraoperative direct needle injection. The Company’s Medical Advisory
Board felt that demonstrating efficacy in clinical trials with this new indication provided a more efficient pathway to regulatory clearance.
On
September 17, 2025, the Board of Directors of the Company approved the creation of Vivos Scientific India LLP (“VSIL”), a
wholly owned separate legal entity in India. Vivos India was formally established in September 2025 (with incorporation completed and
government approvals finalized shortly thereafter), expanding the Company’s strategic initiatives in the region. The primary objectives
include establishing the Company’s first international manufacturing center for RadioGel® and IsoPet®, advancing expanded
human therapy demonstrations and clinical trials (including ongoing patient treatments initiated in December 2024 and progress toward
DCGI regulatory clearance for larger-scale trials), pursuing commercialization of therapies for both humans and animals in India, and
generating additional human trial data to support the Company’s regulatory processes with the U.S. Food and Drug Administration
(FDA), such as the planned Investigational Device Exemption (IDE) submission in early 2026. As of February 2026, discussions continue
with experienced radiopharmaceutical contract manufacturers in India to support the establishment of this international production facility,
with a target for operational status by the end of 2026 to reduce shipping costs, enhance logistical efficiency, and facilitate broader
global access to the Company’s precision radionuclide therapies.
4
In
the third quarter ended September 30, 2025, the Company strengthened its leadership team to support accelerating growth in both the U.S.
and international markets by appointing Brad Allan Weeks as President (effective September 1, 2025) and David J. Swanberg as Chief Operating
Officer (effective September 15, 2025). These appointments reflect the Company’s strategic response to rapid expansion, particularly
in the IsoPet® Animal Therapy Division—which achieved a reported 1,200% year-over-year increase in administered therapies from
2024 to 2025—and ongoing advancements in RadioGel® human therapy development, including progress toward FDA Investigational
Device Exemption (IDE) submission and the establishment of Vivos Scientific India LLP in September 2025. The new executive roles are
designed to enhance operational efficiency, scale commercial activities, drive clinic certifications and therapy adoption, and position
the Company for sustained growth and potential profitability in the Animal Therapy Division by 2026.
Strategic
Initiatives
●
IDE
- In December 2023, the FDA granted RadioGel® Precision Radionuclide Therapy™
the
designation as a Breakthrough Device pursuant to the FDA’s Breakthrough Devices Program, thereby giving the Company access
to the “sprint” rapid review process for IDE comments. For the first two quarters of 2025, the Company took advantage
of the process to resolve detailed FDA questions on a variety of topics. On August 13, 2025, the FDA rejected the Company’s
IDE based on cited deficiencies. Based on the FDA recommendations, the Company used the pre-submission process to respond to the
FDA’s comments. On October 14, 2025, the Company submitted the pre-submission document dedicated to sterility. This document
incorporated the new E-Beam sterilization process.
Over
the past several years, the Company has engaged extensively with the FDA, successfully addressing feedback from more than 40 individual
reviewers—many comments stemming from frequent review team changes within the Agency. Vivos has provided comprehensive data
and finalized the key technical parameters related to demonstrating precision delivery of RadioGel ® to the treatment
area and ensuring minimal exposure to non-target tissues.
In
a key strategic move, Vivos has engaged one of the top regulatory experts in the field of brachytherapy and combination radiotherapy
devices, with deep experience guiding such products through the FDA’s Center for Devices and Radiological Health (CDRH). This
expert’s prior role at the FDA and proven track record of successful IDE approvals for Class III implantable radiation device,
several reviewed by the same branch overseeing RadioGel ® , have provided invaluable guidance.
With
this expert’s analysis of FDA feedback patterns, the Company is bolstering its IDE submission by:
1.
Fully
addressing all outstanding FDA concerns and adopting a submission format and structure proven effective by regulatory experts for similar
devices.
2 .
Incorporating
additional information from clinical human data that has become available since the Company’s last IDE submission, further
strengthening the evidence package.
3.
Reformatting
and summarizing pre-clinical data in a manner that more directly and effectively addresses the remaining FDA concerns.
4.
Leveraging
extensive veterinary clinical data from IsoPet ® commercial use: Integrating comprehensive treatment outcomes from
over 100 safely administered therapies across diverse tumor types and species, with zero reportable serious adverse events attributable
to the product, to provide additional real-world safety and efficacy evidence supporting the Precision Radionuclide Therapy™
platform.
5.
Highlighting
specialized equine ocular applications: Including detailed case data on successful treatments of ocular squamous cell carcinoma in
horses (with injections near or into the cornea), showing no major side effects in adjacent critical structures, to further demonstrate
the therapy’s precision, minimal invasiveness, and favorable risk profile in challenging anatomical locations.
These
enhancements maintain the intended use while maximizing the submission’s clarity, completeness, and alignment with Agency expectations.
These recommendations required substantial effort to incorporate into our next submission.
5
●
Commercialization
of Human Therapy in India - The Company is actively pursuing an expanded permit from
the Drugs Controller General of India (DCGI) to continue treating the initial cohort of up
to 30 patients focused on head and neck cancers (including cancerous lymph nodes) and to
initiate larger-scale clinical trials supporting potential commercial applications in India.
This next phase would involve a second hospital site with a new principal investigator, incorporating
an enhanced protocol that aligns with prior FDA feedback—such as post-treatment whole-body
PET examinations for broader safety validation and efficacy assessment across additional
tumor locations.
In
September 2025, the Company established Vivos Scientific India LLP (VSIL), a wholly owned subsidiary in India, to accelerate developmental
testing, support regulatory processes (including DCGI clearances), expand human and animal therapy demonstrations, and lay the groundwork
for the Company’s first international manufacturing center for RadioGel® and IsoPet®. The entity has secured its Certificate
of Incorporation and completed key foundational steps (e.g., name reservation, digital signatures, and LLP Agreement filing), with
headquarters in Mumbai, supported by an Indian Advisory Board. As of February 2026, VSIL is operational and advancing these initiatives,
though full business activation and manufacturing setup remain in progress pending additional regulatory and logistical milestones.
This subsidiary strengthens the Company’s long-term commitment to India as a key hub for clinical advancement, data generation
to bolster the U.S. FDA pathway (e.g., IDE support), and eventual commercialization in both human oncology and veterinary applications.
●
Animal
Therapy in India – In the second quarter of 2025, the Company sponsored a highly
successful “Pets in the Park” event in Mumbai, featuring a renowned speaker to
raise awareness about pet cancer and introduce IsoPet® therapy. The event generated overwhelming
positive response and demonstrated strong interest in initiating animal therapy in India.
Building on this momentum, the Company has established solid contacts with interested veterinary
clinics and key stakeholders in the region.
The
establishment of Vivos Scientific India LLP (VSIL) in September 2025 further supports these efforts by providing a dedicated local
entity to advance developmental testing, pursue regulatory pathways for veterinary applications (complementing ongoing human therapy
progress with the DCGI), and explore commercialization opportunities for IsoPet® in India. A local production site in India—targeted
as part of the Company’s international manufacturing expansion, with one facility anticipated to become operational by the
end of 2026—would significantly enhance cost-effectiveness by reducing shipping expenses, improving supply chain logistics,
and enabling broader, more affordable access to IsoPet® Precision Radionuclide Therapy™ for veterinary use in the Indian
market and beyond. This aligns with the Company’s global strategy to expand the IsoPet® division, which has already seen
substantial growth in the U.S. (including a reported 1,200% year-over-year increase in administered therapies from 2024 to 2025),
and positions India as a promising hub for both animal and human applications of the platform.
●
Alternate
Production Facilities – Previous corporate filings have highlighted risk factors
associated with the Company’s reliance on a single production site. For the past two
years, the Company has actively assessed alternate facilities to mitigate this risk and support
scalable growth.
In
a significant step announced on February 17, 2026, Vivos Inc. is advancing plans to diversify its manufacturing base. The Company’s
strategic target is to establish one domestic production facility—where Vivos will serve as the manufacturer of record—and
one international production facility, both operational in 2026. These facilities will produce the yttrium-90 (Y-90) phosphate particles
and mix them with sterile hydrogel to create individual patient doses for RadioGel® (human applications) and IsoPet® (veterinary
applications).
For
the domestic site, Vivos has signed a contract for production space at the Applied Process Engineering Laboratory (APEL) in Richland,
Washington. Equipment has been ordered, installation is underway, and licensing applications have been submitted to support operational
readiness. The international facility is being pursued through ongoing discussions with experienced radiopharmaceutical contract
manufacturers in India, aligned with the establishment and activities of Vivos Scientific India LLP (VSIL), to reduce shipping costs,
enhance logistical efficiency, and expand access to global markets.
The
Company will continue production with its existing contract manufacturer through Q2 2026, ensuring continuity during the transition
to these new facilities. This multi-site approach is expected to address previous single-source vulnerabilities, improve supply chain
resilience, accommodate higher production volumes as demand grows (particularly in the IsoPet® division, which reported substantial
therapy increases in 2025), and support the Company’s broader commercialization and regulatory goals for both human and animal
therapies.
●
Future
Indications for Use and Alternate Isotopes – In December 2024, the Company conducted an offsite strategic meeting with
our key technical staff, both our Medical and Veterinary Advisory Boards, our principal investigators from Mayo Clinic and India,
and the Chairman of our Board. The objective was to determine our next target indications for use and to ensure that Y-90 was the
best therapeutic isotope to treat these cancers.
6
Over
time we intend to expand the indications for use to include all lymph nodes, lung cancer,
childhood brain cancer, eyelid cancer, and finally all solid tumors. Our health physics experts
reviewed the benefits of every available isotope, with respect to the target range of potential
indication for use.
This
strategic group confirmed that our current isotope, Y-90 was effective for all the targeted indications for use. However, we also decided
to explore P-32, Lu-177, and Ac-225.
○
P-32
is not as energetic as Y-90; however, we could modify the concentration, as it has a longer half-life, which could prove to be an
advantage for international shipments.
○
While
Lu-177 is relatively low-energy, we could adjust the concentration, as it has a lower penetration distance, which might be an advantage
in therapies near critical structures since that would result in a higher therapeutic ratio.
○
Ac-225
has a very low penetration distance, but it would be distributed homogeneously in our hydrogel. This could be an advantage in treating
brain tumors and bone cancer due to its extremely low alpha penetration.
Recent successful therapies of equine ocular tumors without damaging the eye and human therapy on cancerous nodes directly on the trachea without damaging that organ, confirm the use of Y-90 and may impact the business case of development of alternate isotopes.
Our trademarks include BetaGel and AlphaGel and our provisional patents cover the isotopes P-32, Lu-177, and Ac-225. Depending on the business case conclusions, over the next three years we intend to conduct laboratory testing and then animal and finally human studies in India.
●
The
Company is exploring the viability of leveraging its technology to develop other businesses
unrelated to the Company’s principal business of cancer treatment. Each business opportunity
could generate income to support our primary objectives or potentially be spun off as a separate
business activity to an interested party. To date the focus has been on:
PrecisionGel
– The Company spent years refining the development of its hydrogel, in which gelation initiates at room temperature and is
completed as it warms to body temperature. The Company is currently investing in quantifying and controlling the hydrogel resorption
and agent dispersal characteristics. There has been enough interest in this component to warrant a serious business case assessment.
The
Company has trademarked the name Precision Gel™ and, in addition to its current hydrogel patent, filed a new provisional patent
in January 2025. In 2026 Akina and Vivos will release a publication to summarize years of development on our hydrogel, including
rheology, resorption characteristics, concentration and composition control, and agent release data, including retention, transport,
and release of a broad range of agents. It is anticipated that this publication will be beneficial to marketing Precision Gel.
In
the second quarter of 2025, we signed a contract with Akina, Inc to sell this polymer. It
is now in their catalog. The Company has had recent sales to universities and pharmaceutical
companies; we anticipate this will be a slow growing but solid market. The priority remains
IDE approval.
Duncan
Chiller – Akina encouraged Vivos to leverage our Peltier Chiller technology to develop a general laboratory equipment
device for non-water localized chilling. An elementary device demonstrated proof of concept. A prototype will be produced at APEL
for testing at and eventual distribution by Akina.
7
Intellectual
Property
The
Company’s original license agreement with Battelle National Laboratory (the “Battelle License”) reached its end of
life in 2022. In anticipation of this expiration, Vivos has significantly expanded its proprietary knowledge base, along with robust
trademark and patent protections, over the past several years. The Company no longer relies on the Battelle license for any core intellectual
or proprietary technology, having developed and secured independent advancements in its Precision Radionuclide Therapy™ (PRnT™)
platform.
Trademark
Protection continues to expand globally, now covering registrations and applications in 17 countries (with ongoing efforts to broaden
this footprint):
The
Company owns applications/registrations for the following key marks:
○
ISOPET®
○
RADIOGEL®
○
ALPHA-GEL™
○
BETA-GEL™
○
GAMMA-GEL™
○
PRECISION
RADIONUCLIDE THERAPY™
○
PRECISIONGEL™
○
Peltier
Chlller ©
○
Duncan
Chiller™
Patent
Portfolio has been systematically strengthened through provisional and utility patent filings covering critical components of the platform,
including the hydrogel formulation, yttrium-90 phosphate particles, injection/delivery systems, and related methods. These protections
are pursued in the United States and in more than ten additional patent offices, encompassing approximately 63 countries.
Key
recent milestones include:
● In
January 2025, the Company filed an additional provisional patent related to PrecisionGel™.
● On
September 3, 2025, a provisional patent (No. 63/873,014) was filed for sterile thermogels
using electron beam sterilization, enhancing manufacturing processes for the hydrogel component.
● On
January 13, 2026, the United States Patent and Trademark Office (USPTO) issued U.S. Patent
No. 12,521,452 B2, titled “Radiotherapy Gel and Method of Preparing the Same.”
This patent protects critical advancements in the proprietary PRnT™ platform, including
the integration of biodegradable, thermosensitive PLGA-g-PEG hydrogel with yttrium-90 particles
for targeted beta radiation delivery into solid tumors while minimizing exposure to surrounding
healthy tissue. It underpins the flagship products RadioGel® (human applications) and
IsoPet® (veterinary use).
● Concurrently,
PRECISIONGEL™ trademark approvals advanced, with publication in the U.S. and New Zealand.
● Additionally,
the Company filed a new patent application in early 2026 to further protect and expand the
PrecisionGel™ hydrogel technology, including its use for timed-release delivery of
various therapeutic agents (e.g., anti-cancer drugs and gene therapies) beyond radionuclide
applications.
These
developments—highlighted in the Company’s January 28, 2026, press release—materially enhance Vivos’ intellectual
property position, support ongoing clinical and regulatory progress (including FDA IDE efforts and international expansion via Vivos
Scientific India LLP (VSIL)), enable broader global commercialization, and position the Company for potential strategic partnerships
and licensing opportunities. The comprehensive IP portfolio, including four years of developmental data, validated Quality Management
System documentation, and worldwide protections, provides a strong foundation for the Precision Radionuclide Therapy™ platform
in both human and veterinary oncology.
Financing
and Strategy
In
March 2026, 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”).
8
During
the year ended December 31, 2023, $1,179,245 was raised through the sale of 16,132,000 shares of Common Stock through the Regulation
A+ Offerings and concurrent private placements of 18,797,000 warrants. During the year ended December 31, 2024, $2,266,000 was raised
through the issuance of 24,950,000 shares of Common Stock through the Regulation A+ Offerings. During the 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.
Cumulative
proceeds from these offerings have supported critical advancements, including Breakthrough Device designation (December 2023), ongoing
IDE resubmission preparations (with strengthened submission planned by end of Q1 or April 2026), international human therapy data generation
in India, manufacturing diversification (new domestic facility at APEL in Richland, WA, and international site discussions aligned with
Vivos Scientific India LLP (VSIL)), leadership enhancements, intellectual property expansion (e.g., U.S. Patent No. 12,521,452 B2 issued
January 13, 2026, and additional provisional filings), and substantial growth in the IsoPet® Animal Therapy Division (1,200% year-over-year
increase in administered therapies from 2024 to 2025).
Upon
successful qualification, the 2026 Regulation A+ Offering would provide expanded capacity for equity fundraising to further advance RadioGel®
human therapy development (including IDE submission and potential approval for clinical trials), scale IsoPet® commercialization
(targeting breakeven in the Animal Therapy Division in 2026), support VSIL initiatives for local manufacturing and clinical trials in
India, mitigate single-site production risks through multi-facility operations (targeted for 2026 readiness), and pursue broader global
access to the Precision Radionuclide Therapy™ platform in both human and veterinary oncology. The Company continues to monitor
cash needs closely and explore additional financing avenues as it progresses toward regulatory milestones and operational profitability.
Following
receipt of required regulatory approvals (including potential FDA IDE clearance for human trials) and necessary financing to support
working capital and expansion, the Company plans to transition to greater operational control over key aspects of its supply chain. In
the U.S., Vivos is establishing Company-managed production facilities (with Vivos as the manufacturer of record) to produce Y-90 particles,
hydrogel mixtures, and patient doses, while continuing to leverage select contract manufacturing during the transition period through
Q2 2026. This approach aims to enhance supply chain resilience, reduce dependencies, and accommodate growing demand in both RadioGel®
(human) and IsoPet® (veterinary) applications. For international markets, the Company is pursuing direct commercialization pathways
through subsidiaries such as Vivos Scientific India LLP (VSIL), including local manufacturing and regulatory advancement in India, while
remaining open to strategic licensing arrangements, partnerships, or collaborations to accelerate global access and market penetration
for its Precision Radionuclide Therapy™ platform.
Long-term,
the Company intends to consider resuming research on additional products and technologies to improve cancer diagnosis and treatment (e.g.,
expanded PRnT™ indications or PrecisionGel™ applications for other therapeutics). These goals depend on:
(i) securing
adequate funding (e.g., via the pending 2026 Regulation A+ Offering or other sources);
(ii) obtaining
regulatory approvals for RadioGel® and related brachytherapy products (e.g., FDA IDE
clearance, with submission planned by end of Q1/April 2026); and
(iii) successfully
commercializing current products (RadioGel® for humans and IsoPet® for veterinary
use), including scaling adoption and operationalizing new manufacturing facilities in 2026.
Based
on the Company’s financial history since inception, the independent registered public accounting firm has expressed substantial
doubt about the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and accumulated
significant deficits. Without sufficient additional capital, the Company may need to delay its business strategy or may be unable to
continue operations. Management continues to pursue fundraising (including the 2026 Regulation A+ Offering), cost controls, and key milestones—such
as IsoPet® growth and potential breakeven in the Animal Therapy Division in 2026—to address liquidity challenges.
9
The
Company’s corporate headquarters are located in Kennewick, Washington (Suite N288, 1030 N. Center Parkway, Kennewick, WA 99336),
in the Tri-Cities region of Southeast Washington. The Company continues its marketing efforts in the IsoPet® animal therapy market,
with a focus on expanding nationwide adoption across the U.S. Following substantial growth in 2025—including a reported 1,200%
year-over-year increase in administered therapies, expansion to 17 certified clinics, and a sharp rise in inbound inquiries from veterinarians
and pet owners—the Company is implementing profitability-focused initiatives starting in Q1 2026. These include ongoing clinic
certifications (now billing clinics for the process), volume pricing to stimulate broader interest, and efforts to increase exposure,
generate revenue, and scale the network of certified veterinary treatment centers nationwide. This national expansion builds on the therapy’s
proven safety and efficacy (over 100 treatments with zero reportable serious adverse events) and supports the goal of achieving breakeven
status in the Animal Therapy Division in 2026.
As
of December 31, 2025, the Company had $1,558,525 in cash on hand. There are currently commitments to vendors for products and services
purchased. To continue the development of the Company’s products, the current level of cash will be insufficient to cover the fixed
and variable obligations of the Company.
The
Company anticipates allocating proceeds from the Regulation A+ Offerings (including the pending 2026 Regulation A+ Offering) primarily
to advance its core Precision Radionuclide Therapy™ (PRnT™) platform across both veterinary and human applications, while
supporting operational growth, regulatory progress, and manufacturing enhancements.
For
the Animal Therapy Market (IsoPet®):
● Increase
marketing and outreach via the Company website, social media, conferences, and publications
to grow the number of certified veterinary clinics (for small animals and equine therapy)
and expand patient treatments.
● Support
controlled IsoPet® studies by providing complimentary products in exchange for data and
publications on specific cancers, ensuring broader treatment access for viable candidates.
● Assist
new regional clinics with licensing, certification training, and therapy demonstrations (including
margin therapy applications).
● Transition
to volume pricing to drive broader adoption and revenue growth.
For
the Human Market (RadioGel®):
● Expand
and diversify production sites (including the new domestic facility in Richland, WA, and
international site discussions aligned with Vivos Scientific India LLP (VSIL)) to mitigate
single-source risks and scale capacity.
● Strengthen
the Quality Management System pedigree for regulatory compliance.
● Initiate
automation in product manufacturing processes.
● Secure
liability insurance for human clinical studies.
● Fund
human clinical studies and trials in the U.S. (post-IDE approval) and India (ongoing demonstrations
and expanded DCGI-permitted trials).
● Establish
and operationalize Vivos Scientific India LLP (VSIL) to support local manufacturing, regulatory
advancement, and commercialization in India.
These
allocations align with the Company’s priorities of achieving breakeven in the Animal Therapy Division in 2026, securing FDA IDE
clearance (with resubmission targeted for end of Q1/April 2026), diversifying manufacturing (targeting operational facilities in 2026),
and generating additional clinical data to support global commercialization of RadioGel® and IsoPet®. Actual use may vary based
on regulatory timelines, funding levels, and strategic opportunities.
Research
and development of the Company’s precision radionuclide therapy product line has been funded with proceeds from the sale of equity
and debt securities, including from the Regulation A+ Offerings. The Company requires additional funding of approximately $3.0 million
annually to maintain operating activities. Over the next 36 months, the Company believes it will require approximately $9.0 million in
additional capital to: (i) fund the FDA approval process to conduct human clinical trials; (ii) conduct Phase I, pilot, clinical trials;
(iii) activate several regional clinics to administer IsoPet ® across the U.S.; (iv) create an independent production center
within the current production site to create a template for future international manufacturing; and (v) initiate regulatory approval
processes outside of the United States. The proceeds raised from the Regulation A+ Offerings were used to fund this development and will
be used to continue such development efforts.
10
The
continued deployment of precision radionuclide therapy products and a worldwide regulatory approval effort will require additional resources
and personnel. The principal variables in the timing and amount of spending for the precision radionuclide therapy products in the next
12 to 24 months will be the FDA’s classification of the Company’s precision radionuclide therapy products as Class II or
Class III devices (or otherwise) and any requirements for additional studies which may possibly include clinical studies. Thereafter,
the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals
and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products
and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions
such as licensing and partnership agreements or from proceeds raised from the Regulation A+ Offerings.
The
Company has vendor commitments for products and services, and current cash levels are insufficient to cover fixed and variable obligations
or sustain ongoing product development. To minimize overhead, the Company has operated with a virtual office for several years and retained
experienced industry consultants on an as-needed basis, allowing Regulation A+ Offering proceeds to focus on strategic objectives such
as regulatory advancement, manufacturing diversification, and therapy commercialization.
There
is no guarantee that the Company will secure additional funds or do so on favorable terms to stockholders.
The
financial statements do not include adjustments for the recoverability and classification of liabilities that might be necessary if the
Company cannot continue as a going concern. Continuation as a going concern depends on generating sufficient cash flow to meet obligations
timely and ultimately achieving profitability. The independent registered public accounting firm has expressed substantial doubt about
the Company’s ability to continue as a going concern due to limited revenue, nominal cash, and accumulated deficits since inception.
Management plans to pursue additional funding through debt and equity financing (including the pending 2026 Regulation A+ Offering),
enhance operating performance via strategic focus on core products, process efficiencies, and cost structure improvements. There can
be no assurance of success in raising working capital or achieving profitable operations, and the financial statements include no adjustments
for outcomes of this uncertainty.
IsoPet
Animal Division
The
Company selected Vista Veterinary Hospital in Kennewick, Washington (Tri-Cities area), as the pilot private clinic for initiating commercial
IsoPet® sales. This location facilitated close collaboration with Company personnel to refine processes, serving as a model before
national expansion. Vista has successfully passed multiple audits by the Washington State Department of Health, with the Company working
closely alongside the Department to enhance the radioactive material license by incorporating detailed procedures that benefit future
clinics. A second veterinarian at Vista has also been certified.
Clinical
experience at universities and Vista demonstrates IsoPet®’s effectiveness in ablating cancer tissue near injection sites, performing
best in early-stage tumors before metastasis. Later-stage cancers are more challenging due to poorly defined tendrils, increasing recurrence
risk.
Johns
Hopkins University Veterinary Clinical Trials Network (Baltimore, MD) is now a certified IsoPet® regional clinic, holding the required
radioactive material license and completing training. This partnership supports high-quality data collection across cancer types for
publication in leading journals, boosting awareness and acceptance in the veterinary oncology community. Johns Hopkins recently completed
a VX2 tumor study in rabbits, confirming IsoPet® (and by extension RadioGel®) safety, with hydrogel retention at the injection
site, activity decay curves, validation of Instructions for Use and Injection Guidance Table, and insights for refining human lymph node
treatments.
Animal
therapy safety and efficacy data from IsoPet® contributed positively to RadioGel®’s Breakthrough Device designation.
As
of December 31, 2025, the Company has 17 certified regional clinics nationwide, treating feline, canine, equine, and exotic animals:
1. Vista
Veterinary Hospital – Kennewick WA – (Drs. Michelle Meyer and Jeffrey Goebel)
2. University
of Missouri – Columbia MO – (Dr. Charle Maitz)
3. Johns
Hopkins University – Baltimore MD – (Dr. Rebecca Krimins)
4. Indian
Creek Veterinary Hospital - Fort Wayne IN – (Dr. Kevin Cawood)
5. Hopkinton
Animal Hospital - Weare NH – (Dr. Michael Dutton retiring, Dr. Jordan Gange)
11
6. NorthStar
VETS - Robbinsville, NJ - (Dr. Diana Sanchez)
7. Animal
Emergency & Specialty Center of Knoxville, Knoxville, NJ (Dr. Jeffrey Phillips)
8. Sumner
Veterinary Hospital, Sumner, WA (Dr. Vanessa Rizzo)
9. New
England Equine Practice – Patterson NY – (Dr. Bill Bradley)
10. Myhre
Equine Clinic – Rochester NH – (Dr. Michael Myhre)
11. University
of Wisconsin School of Veterinary Medicine - (Dr. Kayla Le)
12. University
of Illinois College of Veterinary Medicine, Urbana, IL (Dr, Kimberly Selting)
13. Brazos
Equine Hospital, Navasota, TX (Dr. Ben Buchanan)
14. University
of Florida Large Animal Hospital (Dr. Diego De Gasperid)
15. Capital
Veterinary Specialists (Drs. Kevin Drygas, Carl Jehn)
16. University
of Florida Small Animal Hospital (Dr. Gutti, Dr. Takada)
17. Sun
City Veterinary Surgical Center, El Paso, TX (Dr. Silverman)
In
2024, three new dedicated websites were launched: the corporate site and separate ones for RadioGel® (human) and IsoPet® (veterinary),
featuring user-friendly designs, educational content, and blogs to build authority. Marketing materials effectively highlight Precision
Radionuclide Therapy™.
During
2025, the IsoPet® division achieved a reported 1,200% year-over-year increase in administered therapies, with over 100 safe treatments
(zero serious adverse events). The team staffed booths at six conferences, and LeeAnna Binder conducted nationwide outreach via a modified
IsoPet® van. Active social media management on Facebook, Instagram, X, and LinkedIn drove engagement and website traffic.
The
division shifted from data collection to commercialization in 2024–2025, refining pricing for affordability, aligning production
with patient bookings to reduce costs, and implementing volume pricing. Starting Q1 2026, profitability initiatives include billing clinics
for certification and continued network expansion.
Objectives
include adding several more regional clinics in 2026 (with interested parties in the pipeline) and participating in at least four conferences
annually to promote IsoPet® for small animal and equine tumors. The Veterinary Medicine Steering Board advises patient acquisition
strategies. This nationwide growth supports the goal of breakeven in the Animal Therapy Division in 2026.
FDA
Regulatory Status- Recent Developments
Human
Therapy
In
November 2020 the Company submitted a request for a Breakthrough Device Designation. Ultimately, this was denied, but the FDA acknowledged,
“The FDA does believe that RadioGel™ meets criterion #2a: Device represents breakthrough technology. Your device does
meet this criterion because it is a novel application of a precision radionuclide therapy device outside of the liver.” More
importantly, the process resulted in a rapid review of our existing data and approach. It led to a redirection of our efforts on writing
the Investigational Device Exemptions (“ IDEs ”) and saved the Company much time in the review of that future application.
Based
on advice from the FDA the Company scheduled a Pre-Submission meeting on November 30, 2021 to discuss a draft of an IDE for Early Feasibility
Medical Device Clinical Studies, including certain First in Human (“ FIH ”) Studies. Using this process results in more
rapid feedback to prepare the final IDE.
The
FDA was supportive and had suggested this Q-Submission path for rapid turnaround and dialog. The Mayo Clinic physicians did an excellent
job presenting the need for Radiogel ™ to treat recurrent thyroid cancer and to answer a range of questions from the
new FDA review team. The FDA provided many helpful suggestions on a range of subjects from labeling to dosimetry to the Mayo Clinic protocol
for clinical testing, and the need for some additional specific testing. They suggested having another Q-Sub Review and conference call
dedicated to the details of the dosimetry calculations.
In
May of 2022 the Company held another pre-submission meeting with the FDA. They concurred with our dosimetry techniques and requested
one more animal test to confirm that the Y-90 stays at the injection site. We participated in another pre-submission meeting to discuss
this new animal test of VX-2 tumors in rabbits at Johns Hopkins. We have a meeting scheduled with the FDA in October to obtain their
feedback on our new animal test plan.
12
We
held another pre-submission meeting with the FDA on October 17, 2022 to obtain detailed feedback on the proposed VX-2/Rabbit Animal Test
Plan and to submit the Risk Management Report (“ RMR ”). The RMR analyzed all hypothetical scenarios and concluded that
RadioGel is inherently safe.
We
participated in pre-submission meetings with the FDA on April 10, 2023, and September 29, 2023, to discuss the preliminary results of
the VX2 tumor animal study and to obtain feedback on the genotoxicity protocol.
After
providing addition information to the FDA on December 18, 2023, the FDA classified us as a Breakthrough device to our proposed Indication
for Use.
Since
September 2024 the company has been engaged in the sprint process to discuss several FDA comments in detail. There will continue through
February 2024, at which time we will re-submit the request for an IDE. In parallel, the Company is working with the Mayo Clinic’s
principal investigators to improve the clinical trial protocol for their Institutional Review Board.
In
July 2025 we applied for FDA IDE with an application approval containing new India human therapy data. In FDA August 2025 the FDA declined
approval based on their detailed questions/concerns. In November 2025 we participated in a Pre-Submission meeting focused on sterilization
to address their comments confirming completion of container closure integrity testing and to introduce the Agency to the Company’s
enhanced Electron Beam (E-Beam) sterilization process for the RadioGel hydrogel to determine their reaction and recommendations.
To
maximize the probability of IDE approval on the next submission, in October 2025 the Company engaged one of the leading regulatory experts
in the field of brachytherapy and combination radiotherapy devices. This expert has over 25 years of direct experience guiding such products
through the FDA’s Center for Devices and Radiological Health (CDRH), including prior senior roles within the FDA’s Office
of Device Evaluation. He has a proven track record of leading successful IDE approvals for multiple Class III implantable radiation devices,
several of which were reviewed by the same Interventional Radiology and Oncology branch currently assigned to RadioGel®. His in-depth
knowledge of this review team’s expectations, historical precedents, and common deficiency patterns has been instrumental in shaping
the Company’s regulatory strategy.
Currently,
the IDE is in preparation under this expert’s guidance. The Company is positioned to incorporate final FDA input and submit the
complete IDE application in the near term (targeted by the end of the first quarter or in April 2026). This expert’s proven ability
to present complex IDE data in a format that this specific review panel can easily digest and understand has strengthened the submission,
alongside integration of newly available human clinical data, reformatted pre-clinical information, and leveraging veterinary outcomes
from IsoPet® (over 100 therapies with zero reportable serious adverse events). The Company remains encouraged by the constructive
ongoing dialogue with the FDA and is strongly positioned for IDE approval to advance human clinical trials.
The
Medical Advisory Board (“ MAB ”) selected 18 applications for RadioGel™, each of which meet the criteria described
above. This large number confirms the wide applicability of the device and defines the path for future business growth. The Company’s
application establishes a single Indication for Use - treatment of cancerous tissue or solid tumors pathologically associated with locoregional
papillary thyroid carcinoma and recurrent papillary thyroid carcinoma.
We
anticipate that this initial application will facilitate each subsequent application for additional Indications for Use. After the second
Indication for Use, our objective is to apply for a broad Indication for Use which we would target to obtain approval to treat all solid
tumors
Radiogel™
Device Designation:
In
2014, the Company submitted a presubmission (Q130140) to obtain FDA feedback about the proposed product. The FDA requested that the Company
file a request for designation with the Office of Combination Products (RFD130051), which led to the determination that RadioGel™
is a device for human therapy for non-resectable cancers, which must be reviewed and ultimately regulated by the Center for Devices and
Radiological Health (“ CDRH ”). The Company then submitted a 510(k) notice for RadioGel™ (K133368), which was
found Not Substantially Equivalent due to the lack of a suitable predicate, and RadioGel™ was assigned to the Class III product
code NAW (microspheres). Class III products or devices are generally the highest risk devices and are therefore subject to the highest
level of regulatory review, control, and oversight. Class III products or devices must typically be approved by FDA before they are marketed.
Class II devices represent lower risk products or devices than Class III and require fewer regulatory controls to provide reasonable
assurance of the device’s safety and effectiveness. In contrast, Class I products and devices are deemed to be lower risk than
Class I or II, and are therefore subject to the least regulatory controls.
13
A
pre-submission meeting (Q140496) was held with the FDA on June 17, 2014, during which the FDA maintained that RadioGel™ should
be considered a Class III device and therefore subject to pre-market approval. On December 29, 2014, the Company submitted a de novo
petition for RadioGel™ (DEN140043). The de novo petition was denied by the FDA on June 1, 2015, with the FDA providing
numerous comments and questions. On September 29, 2015, the Company submitted a follow-up pre-submission informational meeting request
with the FDA (Q151569). This meeting took place on November 9, 2015, at which time the FDA indicated acceptance of the Company’s
applied dosimetry methods and clarified the FDA’s outstanding questions regarding RadioGel™. Following the November 2015
pre-submission meeting, the Company prepared a new pre-submission package to obtain FDA feedback on the proposed testing methods, intended
to address the concerns raised by the FDA staff and to address the suitability of RadioGel™ for de novo reclassification.
This pre-submission package was presented to the FDA in a meeting on August 29, 2017. During the August 2017 meeting, the FDA clarified
their position on the remaining pre-clinical testing needed for RadioGel™. Specifically, the FDA addressed proposed dosimetry calculating
techniques, dosimetry distribution between injections, hydrogel viscoelastic properties, and the details of the Company’s proposed
animal testing.
Product
Features
The
Company’s RadioGel™ device has the following product features:
●
Beta
particles only travel a short distance so the device can deliver high radiation to the tumor with minimal dose to the nearby normal
tissues. In medical terms Y-90 beta emitter has a high efficacy rate;
●
Benefitting
from the short penetration distance, the patient can go home immediately with no fear of exposure to family members, and there is
a greatly reduced radiation risk to the doctor. A simple plastic tube around the syringe, gloves and safety glasses are all that
is required. Other gamma emitting products require much more protection;
●
A
2.7-day half-life means that only 5% of the radiation remains after ten days. This is in contrast to the industry-standard gamma
irradiation product, which has a half-life of 17 days;
●
The
short half-life also means that any medical waste can be stored for thirty days then disposed as normal hospital waste;
●
RadioGel™
can be administered with small diameter needles (27-gauge) so there is minimal damage to the normal tissue. This contrasts with the
injection of metal seeds, which does considerable damage; and
●
After
about 120 days the gel resorbs by a normal biological cycle, called the Krebs Cycle. The only remaining evidence of the treatment
are phosphate particles so small in diameter that it requires a high-resolution microscope to find them. This contrasts with permanent
presence of metal seeds.
Steps
from Production to Therapy
Device
Production
During
2025 the Company decided to expand its manufacturing capabilities and to target for on domestic and one international production center.
Several candidates were assessed.
Production
of the Hydrogel
RadioGel ™
is manufactured with a proprietary process under ventilated sterile hood by following strict Good Management Practices (“ GMP ”)
procedures. It is made in large batches that are frozen for up to three months. When the product is ready to ship, a small quantity of
the gel is dissolved in a sterile saline solution. It is then passed through an ultra-fine filter to ensure sterility. An alternate process
of E-Beam sterilization was developed and verified. Limited GDA recommended testing will be conducted next year to obtain FDA approval
for human therapy.
14
Production
of the Yttrium-90 Phosphate Particles
The
Y-90 particles are produced with simple ingredients via a proprietary process, again following strict GMP procedures. They are then mixed
into a phosphate-buffered saline solution. They can be produced in large batches for several shipments. The number of particles per shipment
is determined by the dose prescribed by the doctor.
Pre-Mixing
– Ready to Use (“RTU”)
The
Company now pre-mixes the particle solution and the hydrogel and places the RTU IsoPet® in standard size vials. This innovation is
cost effective and reduces the probability of any accidental spills or biological contamination at the therapy sites. It also simplified
the certification training for new regional clinics.
Shipment
The
vials are shipped inside the specially designed plastic shipping pigs via FedEx or UPS, all following the proper protocols.
At
the User
The
quantities and activities are in the information on the product label.
The
specific injection technique described on the Instructions for Use. For small tumors, one centimeter in diameter or less, the cancer
is treated with a single injection. For larger tumors, the cancer is treated with a series of small injections from the same syringe
or multiple syringes.
Principal
Markets
The
Company is currently pursuing two synergistic business sectors, medical and veterinary, each of which are summarized below.
Medical
Sector
RadioGel ™
is currently fully developed, requiring only FDA approval before commercialization.
Building
on the FDA’s ruling of RadioGel ™ as a device, the Company incorporated the FDA suggestions and has invested in
the pre-clinical testing required for IDE submittal. This included two years of effort on biocompatibility testing. The last remaining
animal test has been completed, and the Company is engaged in the detailed sprint revie process, and the Company is engaged in the detailed
sprint revie process. It has recently utilized the pre-submission process and the expertise of a well-respected advisor.
Clinical
trials have initiated in India. It is anticipated that these data, when it is restructured and expanded, will help accelerate FDA approval
in the USA. We have applied for the regulatory approval to complete the remaining designated patients.
Veterinary
Sector
The
United States is home to approximately 163.6 million pet dogs and cats (with recent 2025 estimates from the American Veterinary Medical
Association (the “ AVMA ”) indicating about 87.3 million dogs and 76.3 million cats). Cancer remains a leading health
concern for these pets: roughly half of dogs over age 10 and a significant portion of older cats develop cancer, which is the number
one natural cause of death in senior dogs and cats, accounting for nearly 50% of pet deaths in many cases. The National Cancer Institute
and veterinary sources estimate that about 6 million dogs are diagnosed with cancer each year (more than 16,000 per day), with similar
high incidence in cats.
Product
development, application techniques, and animal testing for IsoPet® (the veterinary branding of the yttrium-90 based therapy) are
permitted under FDA regulations. For commercial sales in animals, the FDA’s Center for Veterinary Medicine (CVM) provides classification
guidance. In January 2018, the CVM Product Classification Group ruled that RadioGel® (now marketed as IsoPet® for veterinary
use) is classified as a medical device for animal therapy, initially for feline sarcomas and canine soft tissue sarcomas.
15
Following
legal review, the Company believes this device classification is not strictly limited to those specific sarcomas but can extend to a
broader range of veterinary cancers, including most or all solid tumors in animals. As veterinary medical devices do not require premarket
approval, notification (e.g., 510(k)), or other premarket authorization from the FDA for commercial distribution in the United States,
IsoPet® is authorized for marketing and use following this classification—provided the product is safe, effective, properly
labeled, and compliant with all applicable laws and regulations. The FDA exercises no premarket authority over veterinary devices, placing
responsibility on manufacturers to ensure ongoing compliance. This classification enables the commercial distribution of IsoPet®
for treating solid tumors in animals without additional regulatory approvals.
The
IsoPet® division reported a 1,200% year-over-year increase in administered therapies from 2024 to 2025, as stated in the Company’s
December 22, 2025, press release. This growth reflects accelerating nationwide adoption among veterinarians and pet owners seeking a
precise, minimally invasive, and cost-effective alternative to conventional radiation or surgery for solid tumors.
In
recent months, the Company has observed a significant increase in inbound inquiries from veterinarians and pet owners regarding access
to IsoPet® therapy, indicating growing awareness and demand for this targeted Precision Radionuclide Therapy™ platform. Starting
in Q1 2026, the division is implementing profitability-focused initiatives, including billing clinics for certification training, applying
volume pricing to encourage broader adoption, refining production scheduling for efficiency, and continuing to expand the network of
certified clinics.
To
date, over 100 IsoPet® treatments have been safely administered across dogs, cats, horses, and exotic animals, with zero reportable
serious adverse events attributable to the product. This veterinary clinical data supports ongoing commercialization efforts in the Animal
Therapy Division and provides supporting safety and efficacy evidence for the shared yttrium-90 platform in the RadioGel® human program
(including contributions to the Breakthrough Device designation and the pending IDE resubmission).
With
17 certified clinics operational as of December 31, 2025, and additional interested sites in the pipeline, the Company is positioned
to continue building on this momentum through scaled adoption, operational efficiencies, and strategic outreach (such as conferences,
social media, and publications from case studies). These efforts support the target of achieving breakeven in the Animal Therapy Division
in 2026.
Competitors
The
Company competes in a market characterized by technological innovation, extensive research efforts, and significant competition.
The
pharmaceutical and biotechnology industries are intensely competitive and subject to rapid and significant technological changes. Several
companies are pursuing the development of pharmaceuticals and products that target the same diseases and conditions that our products
target. We cannot predict with accuracy the timing or impact of the introduction of potentially competitive products or their possible
effect on our sales. Certain potentially competitive products to our products may be in various stages of development. Also, there may
be many ongoing studies with currently marketed products and other developmental products, which may yield new data that could adversely
impact the use of our products in their current and potential future Indications for Use. The introduction of competitive products could
significantly reduce our sales, which, in turn would adversely impact our financial and operating results.
There
are a wide variety of cancer treatments approved and marketed in the U.S. and globally. General categories of treatment include surgery,
chemotherapy, radiation therapy and immunotherapy. These products have a diverse set of success rates and side effects. The Company’s
Radiogel™ precision radionuclide therapy product would generally compete with brachytherapy devices currently marketed in the U.S.
and globally. The traditional iodine-125 (“ I-125 ”) and palladium-103 (“ Pd-103 ”) technologies are
well entrenched with powerful market players. The industry-standard I-125-based therapy was developed by Oncura, which is a unit of General
Electric Healthcare. Additionally, C.R. Bard, a major industry player competes in the I-125 marketplace. These market competitors are
also involved in the distribution of Pd-103 based products. Cs-131 brachytherapy products are marketed by GT MedTech. Several Y-90 therapies
have been FDA approved including SIR-Spheres by Sirtex, TheraSphere by Biocompatibles UK.
16
Raw
Materials
The
Company currently subcontracts the manufacturing of RadioGel® (and IsoPet®) to its contract manufacturer in Texas (previously
IsoTherapeutics, acquired by Telix Pharmaceuticals in April 2024). This acquisition prompted the Company to accelerate plans for manufacturing
diversification to reduce dependency on a single provider and enhance supply chain resilience.
Eckert
& Ziegler serves as the sole supplier of yttrium-90 (Y-90), now sourced from their Massachusetts operations (previously from Germany).
The Company procures additional supplies, hardware, handling equipment, and packaging from various U.S. suppliers.
To
address single-source risks, the Company is advancing toward multiple production alternatives targeted for 2026 operational status:
● One
domestic facility where Vivos will act as the manufacturer of record (contract signed for
space at the Applied Process Engineering Laboratory (APEL) in Richland, Washington; equipment
ordered, installation underway, and licensing applications submitted).
● One
international facility (ongoing discussions with experienced radiopharmaceutical contract
manufacturers in India, aligned with Vivos Scientific India LLP (VSIL) activities to reduce
shipping costs and support global access).
The
Company will continue production with the existing Texas contract manufacturer through Q2 2026 to ensure continuity during the transition.
For
the hydrogel polymer component (PrecisionGel™), the Company engaged Akina, Inc. as an alternate supplier in 2021. Efforts are underway
to further expand Akina’s role to supply sterilized hydrogel (PrecisionGel™), supporting manufacturing scalability and compliance
needs for both RadioGel® (human) and IsoPet® (veterinary) applications.
These
initiatives—detailed in the February 17, 2026, press release on manufacturing diversification—align with the Company’s
strategy to mitigate supply chain vulnerabilities, accommodate growing demand (particularly in the IsoPet® division), and facilitate
broader commercialization following regulatory progress (e.g., pending IDE resubmission).
Customers
The
Company anticipates that potential customers for its Precision Radionuclide Therapy™ (PRnT™) products—RadioGel®
for human applications and IsoPet® for veterinary use—will primarily include institutions and individuals already utilizing
brachytherapy or other oncology treatments. For the veterinary market (IsoPet®), this encompasses certified veterinary clinics, university
veterinary hospitals, specialty animal oncology centers, and private practices treating small animals (dogs and cats), equine patients
(horses), and exotic species. Adoption has accelerated nationwide, with 17 certified regional clinics operational as of December 31,
2025, including academic institutions like the University of Florida (both small and large animal hospitals), Johns Hopkins University
Veterinary Clinical Trials Network, University of Missouri, University of Wisconsin, University of Illinois, and private facilities such
as Vista Veterinary Hospital, NorthStar VETS, and Sun City Veterinary Surgical Center. These clinics serve pet owners seeking minimally
invasive, targeted alternatives to traditional surgery or external radiation for solid tumors.
For
human applications (RadioGel®), potential customers would include hospitals, oncology centers, interventional radiologists, and medical
professionals treating non-resectable solid tumors, particularly in challenging anatomical locations. The therapy’s precision—delivering
localized beta radiation via direct injection while minimizing exposure to healthy tissue—positions it as a compelling option for
institutions focused on advanced radiotherapy.
The
veterinary and medical communities are expected to recognize Precision Radionuclide Therapy™ as an effective treatment for many
solid tumors, supported by real-world veterinary data (over 100 safe treatments with zero reportable serious adverse events) and ongoing
human demonstrations in India. Growing inbound inquiries from veterinarians, pet owners, and medical professionals, along with clinic
expansions, publications from case studies, and marketing efforts (e.g., conferences, social media, and dedicated websites), are driving
broader awareness and demand across both markets. The Company’s strategy emphasizes direct sales to certified clinics (veterinary)
and eventual partnerships or institutional adoption (human), with scalability enhanced by manufacturing diversification targeted for
2026.
17
Government
Regulation
The
Company’s present and future intended activities in the development, manufacturing, and sale of cancer therapy products, including
RadioGel ™ , are subject to extensive laws, regulations, regulatory approvals, and guidelines. Within the United States,
the Company’s therapeutic radiological devices must comply with the U.S. Federal Food, Drug and Cosmetic Act, which is enforced
by FDA. The Company is also required to adhere to applicable FDA Quality System Regulations, also known as the Good Manufacturing Practices,
which include extensive record keeping and periodic inspections of manufacturing facilities.
In
the United States, the FDA regulates, among other things, new product clearances and approvals to establish the safety and efficacy of
these products. We are also subject to other federal and state laws and regulations, including the Occupational Safety and Health Act
and the Environmental Protection Act.
The
Federal Food, Drug, and Cosmetic Act and other federal statutes and regulations govern or influence the research, testing, manufacture,
safety, labeling, storage, record keeping, approval, distribution, use, reporting, advertising, and promotion of such products. Noncompliance
with applicable requirements can result in civil penalties, recall, injunction or seizure of products, refusal of the government to approve
or clear product approval applications, disqualification from sponsoring or conducting clinical investigations, preventing us from entering
government supply contracts, withdrawal of previously approved applications, and criminal prosecution.
In
the United States, medical devices are classified into three different categories over which the FDA applies increasing levels of regulation:
Class I, Class II, and Class III. Most Class I devices are exempt from premarket notification 510(k); most Class II devices require premarket
notification 510(k); and most Class III devices require premarket approval. RadioGel ™ is currently classified as a Class
III device.
Approval
of new Class III medical devices is a lengthy procedure and can take several years and require the expenditure of significant resources.
There is a shorter FDA review and clearance process for Class II medical devices, the premarket notification or 510(k) process, whereby
a company can market certain Class II medical devices that can be shown to be substantially equivalent to other legally marketed devices.
As
a registered medical device manufacturer with the FDA, we are subject to inspection to ensure compliance with FDA’s current Good
Manufacturing Practices, or cGMP. These regulations require that we and any of our contract manufacturers design, manufacture, and service
products, and maintain documents in a prescribed manner with respect to manufacturing, testing, distribution, storage, design control,
and service activities. Modifications or enhancements that could significantly affect the safety or effectiveness of a device or that
constitute a major change to the intended use of the device require a new 510(k) premarket notification for any significant product modification.
The
Medical Device Reporting regulation requires that we provide information to the FDA on deaths or serious injuries alleged to be associated
with the use of our devices, as well as product malfunctions that are likely to cause or contribute to death or serious injury if the
malfunction were to recur. Labeling and promotional activities are regulated by the FDA and, in some circumstances, by the Federal Trade
Commission.
As
a medical device manufacturer, we are also subject to laws and regulations administered by governmental entities at the federal, state,
and local levels. For example, our facility is licensed as a medical device manufacturing facility in the State of Washington and is
subject to periodic state regulatory inspections. Our customers are also subject to a wide variety of laws and regulations that could
affect the nature and scope of their relationships with us.
In
the United States, as a manufacturer of medical devices and devices utilizing radioactive byproduct material, we are subject to extensive
regulation by not only federal governmental authorities, such as the FDA and FAA, but also by state and local governmental authorities,
such as the Washington State Department of Health, to ensure such devices are safe and effective. In Washington State, the Department
of Health, by agreement with the federal Nuclear Regulatory Commission (“ NRC ”), regulates the possession, use, and
disposal of radioactive byproduct material as well as the manufacture of radioactive sealed sources to ensure compliance with state and
federal laws and regulations. RadioGel ™ constitutes both medical devices and radioactive sealed sources and are subject
to these regulations.
Moreover,
our use, management, and disposal of certain radioactive substances and wastes are subject to regulation by several federal and state
agencies depending on the nature of the substance or waste material. We believe that we follow all federal and state regulations for
this purpose.
Vivos
Inc has applied to Washington state for the manufacturing license to produce IsoPet and RadioGel.
18
Environmental
Regulation
Our
business does not require us to comply with any extraordinary environmental regulations. Our RadioGel ™ product is manufactured
in an independently owned and operated facility. Any environmental effects or contamination event that could result would be from the
shipping company during shipment and misuse by the treatment facility upon arrival.
Future
operations in APEL have minimal environmental risk and are covered by liability insurance.
Human
Capital
Since
2017, the Company has followed the cost-effective model of having had one full-time employee, the CEO. The Company utilizes several independent
contractors to assist with its operations. This includes key positions, such as acting CFO and Quality Assurance Manager. The Company
does not have a collective bargaining agreement with any of its personnel and believes its relations with its personnel are good. This
enables the Company to operate on very low overhead, for cost-effective utilization of its investment and to manage our work scope like
projects.
In
September 2025 the Company’s brought on a full-time President to assist the CEO in managing the Company which includes expansion
both domestically and internationally.
Available
Information
The
Company prepares and files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and certain other
information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at http://www.sec.gov. Moreover, the Company maintains a website at http://www.RadioGel.com
that contains important information about the Company, including biographies of key management personnel, as well as information about
the Company’s business. This information is publicly available and is updated regularly. The content on any website referred to
in this Annual Report is not incorporated by reference into this Annual Report, unless (and only to the extent) expressly so stated herein.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.