What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-03-28 · 958 added, 1060 removed, 367 unchanged (85% of the section changed)

Financial Statements and Supplementary Data.

of Independent Registered Public Accounting Firms

balance sheets as of December 31, 2023 and 2022

statements of operations for the years ended December 31, 2023 and 2022

statements of stockholders’ equity (deficit) for the years ended December 31, 2023 and 2022

statements of cash flows for the years ended December 31, 2023 and 2022

to consolidated financial statements

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of

Therapeutics, Inc.

and Subsidiaries (PCAOB ID No.

on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Vivos Therapeutics,

and Subsidiaries (the “Company”) as of December 31, 2022, the related consolidated statement of operations, stockholders’

equity, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company

as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with

accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company’s management is responsible for these financial statements.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over

financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Plante & Moran, PLLC

Denver, Colorado

March 30, 2023, except for Note 9, as to which the date is November 22,

We served as the Company’s auditor from 2018

Reports of Independent Registered Public Accounting Firm (PCAOBID No.

Consolidated balance sheets as of December 31, 2024 and 2023

Consolidated statements of operations for the years ended December 31, 2024 and 2023

Consolidated statements of stockholders’ equity for the years ended December 31, 2024 and 2023

Consolidated statements of cash flows for the years ended December 31, 2024 and 2023

Notes to consolidated financial statements

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of

Therapeutics, Inc.

and Subsidiaries (PCAOB ID No.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Vivos Therapeutics, Inc.

and subsidiaries (the “Company”) as

of December 31, 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for the year

then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as

of December 31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with

accounting principles generally accepted in the United States of America.

Concern Uncertainty

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

in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations that raise substantial

doubt about its ability to continue as a going concern.

To the Shareholders and the Board of Directors of

Vivos Therapeutics, Inc.

and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Vivos Therapeutics, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements

of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as

the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial

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

As discussed in Note 2 to the consolidated financial

statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a

going concern.

Management’s plans in regard to these matters are also described in Note 2.

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

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

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

The consolidated financial statements

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

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Moss Adams, LLP

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Current assets

Cash and cash

Accounts receivable, net

of allowance of $ 250 and $ 712 , respectively

expenses and other current assets

Cash and cash equivalents

Accounts receivable, net of allowance of $ 390 and $ 268 , respectively

Prepaid expenses and other current assets

Total current assets

Long-term assets

and equipment, net

lease right-of-use asset

LIABILITIES AND STOCKHOLDERS’

Property and equipment, net

Operating lease right-of-use asset

Intangible assets, net

Deposits and other

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

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Accrued expenses

Current portion of contract

Current portion of operating

lease liability

current liabilities

Current portion of contract liabilities

Current portion of operating lease liability

Other current liabilities

Total current liabilities

Long-term liabilities

Contract liabilities, net

of current portion

Employee retention credit

lease liability, net of current portion

Commitments and contingencies

Contract liabilities, net of current portion

Employee retention credit liability

Operating lease liability, net of current portion

Total liabilities

Commitments and contingencies (Note 12)

Stockholders’ equity

Preferred Stock, $ 0.0001

par value per share.

Preferred Stock, $ 0.0001 par value per share.

Authorized 50,000,000 shares;

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Additional paid-in capital

stockholders’ equity

liabilities and stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

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Product revenue

Service revenue

Total revenue

of sales (exclusive of depreciation and amortization shown separately below)

Cost of sales (exclusive of depreciation and amortization shown separately below)

Operating expenses

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Sales and marketing

and amortization

operating expenses

Depreciation and amortization

Total operating expenses

Operating loss

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Other expense

PPP loan forgiveness

Excess warrant fair value

Change in fair value of

warrant liability, net of issuance costs of $ 645

Change in fair value of warrant liability, net of issuance costs of $ 645

Loss before income taxes

Net loss per share (basic

Weighted average number

of shares of Common Stock outstanding (basic and diluted)

Net loss per share (basic and diluted)

Weighted average number of shares of Common Stock outstanding (basic and diluted)

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

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Balances, December 31, 2022

Issuance of warrants to

consultants for services

Stock-based compensation

Balances, December 31, 2022

Issuance of common stock

and warrants in private placement, net of issuance costs

Issuance of common stock

and warrants to consultants for services

Issuance of common stock

for purchase of assets

Issuance of commons stock upon exercise of

Issuance of common stock and warrants in private placement, net of issuance costs

Issuance of common stock and warrants to consultants for services

Issuance of common stock for purchase of assets

Issuance of commons stock upon exercise of warrants,

net of issuance costs

Shares added for fractional shares pursuant to reverse stock split

Reclassification of liability-classified

warrants to equity

Stock-based compensation

Reclassification of liabilities-classified warrants to equity

Stock-based compensation expense

Balances, December 31, 2023

Issuance of common stock and warrants in private placement, net of issuance costs

Issuance of commons stock upon exercise of warrants,

net of issuance costs

Issuance of common stock to consultants for services

Issuance of warrants to consultants for services

Stock-based compensation expense

Balances, December 31, 2024

$ ( 104,187 )

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

2 unchanged sentences

Ended December 31, 2024 and 2023

CASH FLOWS FROM OPERATING

Adjustments to reconcile net loss to net cash

used in operating activities:

Stock-based compensation

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Stock-based compensation expense

Depreciation and amortization

Loss on disposal of assets

Fair value of common stock

issued for services

Fair value of warrants

issued for services

Change in fair value of

warrant liability, net of issuance costs of $ 645

Fair value of common stock issued for services

Fair value of warrants issued for services

Change in fair value of warrant liability, net of issuance costs of $ 645

Excess warrant fair value

Forgiveness of indebtness

Changes in operating assets

and liabilities:

Changes in operating assets and liabilities:

Accounts receivable

Operating lease liabilities,

Tenant improvement allowance

Prepaid expenses and other

current assets

Operating lease liabilities, net

Prepaid expenses and other current assets

Accounts payable

Accrued expenses

Employee retention credit

Employee retention credit liability

Other liabilities

cash used in operating activities

CASH FLOWS FROM INVESTING

Acquisitions of property

and equipment

for asset purchase

cash used in investing activities

CASH FLOWS FROM FINANCING

Proceeds from the private

placement of common stock and pre-funded warrants

for issuance costs

cash provided by financing activities

Net increase (decrease)

in cash and cash equivalents

Cash and cash equivalents

at beginning of year

and cash equivalents at end of year

Contract liability

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions of property and equipment

Payment for asset purchase

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock

Proceeds from exercise of warrants

Proceeds from exercise of pre-funded warrants

Payments for issuance costs

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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refers to the common stock, $ 0.0001 par value per share, of Vivos Therapeutics, Inc., a Delaware corporation.

October 25, 2023, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-25 (the “Reverse

October 25, 2023, we effected a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-25 (the “Reverse

Stock Split”).

The Reverse Stock Split, which was approved by the Company’s Board of Directors under authority granted by

the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders held on September 22, 2023, was consummated

pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on October 25, 2023 (the “Certificate of Amendment”).

Unless the context otherwise requires, all references in the accompanying financial statements, these footnotes to the financial statements

in general to shares of the Company’s common stock, including prices per share of the common stock, reflect the Reverse Stock Split.

Fractional shares were not issued, and the final number of shares were rounded up to the next whole share.

are a medical technology and services company that features a comprehensive suite of proprietary oral appliances and therapeutic

Our products non-surgically treat certain maxillofacial and developmental abnormalities of the mouth and jaws that are

closely associated with breathing and sleep disorders such as, mild to severe obstructive sleep apnea (“OSA”) and

snoring in adults.

The Company offers three separate clinical pathways or programs to providers—Guided Growth and Development,

Lifeline, and Complete Airway Repositioning and Expansion (“CARE”).

Each program features certain oral appliances

coupled with specific therapeutic treatments, and each clinical pathway is intended to address the specific needs of a diverse

patient population with different patient journeys.

For example, the Guided Growth and Development program features the Vivos Guide

and PE x appliances along with CO 2 laser treatments and other adjunctive therapies designed for treating

palatal growth and expansion in pediatric patients as they grow.

The mid-range priced Lifeline program features a selection of

mandibular advancement devices (“MADs”) such as the Versa and Vida Sleep which are FDA 510(k) cleared for

mild-to-moderate OSA in adults, along with the patented Vida appliance, which is FDA 510(k) cleared as unspecified classification

for the alleviation of Temporomandibular Joint Dysfunction (“TMD”) symptoms, bruxism, migraine headaches, and nasal

Company’s flagship CARE program, which is part of The Vivos Method, features the Company’s patented DNA, mRNA and mmRNA appliances,

which are also FDA 510(k) cleared for mild-to-severe OSA and snoring in adults.

The Vivos Method may also include adjunctive myofunctional,

chiropractic/physical therapy, and laser treatments that, when properly used with the CARE appliances, constitute a powerful non-invasive

and cost-effective means of reducing or eliminating OSA symptoms.

In a small subset of a study, the data has actually shown that The

Vivos Method can reverse OSA symptoms in a large portion (up to 80 %) of patients.

The primary competitive advantage of The Vivos Method

over other OSA therapies is that The Vivos Method’s typical course of treatment is limited in most cases to 12 to 15 months, and

it is possible not to need lifetime intervention, unlike CPAP and neuro-stimulation implants.

Additionally, out of approximately 42,000

patients treated to date worldwide with the Company’s entire current suite of products, there have been very few instances of relapse.

Company offers a suite of diagnostic and support products and services to dental and medical providers and distributors who service patients

The Reverse Stock Split, which was approved by our Board of Directors under authority granted by the our stockholders

at our 2023 Annual Meeting of Stockholders held on September 22, 2023, was consummated pursuant to a Certificate of Amendment filed with

the Secretary of State of Delaware on October 25, 2023 (the “Certificate of Amendment”).

Unless the context otherwise requires,

all references in the accompanying financial statements, these footnotes to the financial statements in general to shares of the Company’s

common stock, including prices per share of the common stock, reflect the Reverse Stock Split.

Fractional shares were not issued, and

the final number of shares were rounded up to the next whole share.

are a medical technology and services company that features a comprehensive suite of proprietary oral appliances and therapeutic treatments.

Our products non-surgically treat certain maxillofacial and developmental abnormalities of the mouth and jaws that are closely associated

with breathing and sleep disorders such as, mild to severe obstructive sleep apnea (“OSA”) and snoring in adults.

three separate clinical pathways or programs to providers—Guided Growth and Development, Lifeline, and Complete Airway Repositioning

and Expansion (“C.A.R.E.”).

Each program features certain oral appliances coupled with specific therapeutic treatments, and

each clinical pathway is intended to address the specific needs of a diverse patient population with different patient journeys.

example, the Guided Growth and Development program features the Vivos Guide and PE x appliances along with CO 2 laser

treatments and other adjunctive therapies designed for treating palatal growth and expansion in pediatric patients as they grow.

mid-range priced Lifeline program features a selection of mandibular advancement devices (“MADs”) such as the Versa and Vida

Sleep which are FDA 510(k) cleared for mild-to-moderate OSA in adults, along with the patented Vida appliance, which is FDA 510(k) cleared

as unspecified classification for the alleviation of Temporomandibular Joint Dysfunction (“TMD”) symptoms, bruxism, migraine

headaches, and nasal dilation.

flagship C.A.R.E.

program, which is part of The Vivos Method, features our patented DNA, mRNA and mmRNA appliances, which are also FDA

510(k) cleared for mild-to-severe OSA and snoring in adults.

The Vivos Method may also include adjunctive myofunctional, chiropractic/physical

therapy, and laser treatments that, when properly used with the C.A.R.E.

appliances, constitute a powerful non-invasive and cost-effective

means of reducing or eliminating OSA symptoms.

In a small subset of a study, the data has actually shown that The Vivos Method can reverse

OSA symptoms in a large portion (up to 80 %) of patients.

The primary competitive advantage of The Vivos Method over other OSA therapies

is that The Vivos Method’s typical course of treatment is limited in most cases to 12 to 15 months, and it is possible not to need

lifetime intervention, unlike CPAP and neuro-stimulation implants.

Additionally, out of approximately 58,000 patients treated to date

worldwide with our entire current suite of products, there have been very few instances of relapse.

offer a suite of diagnostic and support products and services to dental and medical providers and distributors who service patients

with OSA or related conditions.

Such products and services include (i) VivoScore home sleep screenings and tests (powered by SleepImage ®

technology), (ii) AireO2 (an electronic health record program designed specifically for use by dentists treating sleep patients),

(iii) Treatment Navigator (a concierge service to assist a provider in educating and supporting the doctors as they navigate insurance

coverage, diagnostic indications and treatment options), (iv) Billing Intelligence Services (which optimizes medical and dental reimbursement),

(v) advanced training and continuing education courses at the Company’s Vivos Institute in Denver, Colorado, (vi) MyoCorrect, a

service through which Vivos-trained providers can provide orofacial myofunctional therapy (“OMT”) to patients via a telemedicine

platform, and (vii) the Company’s Medical Integration Division (“MID”), which manages independent medical practices

under management and development agreement which pays the Company from six ( 6 %) to eight ( 8 %) percent of all net revenue from sleep-related

services as well as development fees.

Company’s business model is to teach, train, and support dentists, medical doctors, and distributors in the use of the Company’s

products and services.

Dentists who use the Company’s products and services typically enroll in a variety of live or online training

and educational programs offered through the Company’s Vivos Institute—an 18,000 sq.

facility located near the Denver

International Airport.

Dentists are able to select the specific program or clinical pathway that they want to focus on, such as Guided

Growth and Development or Lifeline or both.

They may also enroll in the VIP program for the complete set training, educational, and support

services available in all three clinical pathway programs.

Dentists enrolled in the VIP Program are referred to as “VIPs.”

The Company charges up front enrollment fees to educate and train new providers.

The Company also charges for the ancillary support services

listed above, and views each product and service as a revenue/profit center.

Such products and services include (i) VivoScore home sleep screenings and tests (powered by

SleepImage ® technology), (ii) AireO2 (an electronic health record program designed specifically for use by dentists

treating sleep patients), (iii) Treatment Navigator (a concierge service to assist a provider in educating and supporting the

doctors as they navigate insurance coverage, diagnostic indications and treatment options), (iv) Billing Intelligence Services

(which optimizes medical and dental reimbursement), (v) advanced training and continuing education courses at our Vivos Institute in

Denver, Colorado, (vi) MyoCorrect, a service through which Vivos-trained providers can provide orofacial myofunctional therapy

(“OMT”) to patients via a telemedicine platform, and (vii) our Medical Integration Division (“MID”), which

historically has managed independent medical practices under management and development agreements which paid us from six ( 6 %)

to eight ( 8 %)

percent of all net revenue from sleep-related services as well as development fees.

With the shift in focus to the alliance-based

marketing and distribution model described below, the MID will be pursuing strategic alliances with sleep centers to provide better options using

Vivos products for patients who have been diagnosed with OSA.

business model has historically been to teach, train, and support dentists, medical doctors, and distributors in the use of our products

and services.

Dentists who use our products and services typically enroll in a variety of live or online training and educational programs

offered through our Vivos Institute;

facility located near the Denver International Airport.

Dentists are able to select

the specific program or clinical pathway that they want to focus on, such as Guided Growth and Development or Lifeline or both.

may also enroll in the VIP program for the complete set training, educational, and support services available in all three clinical pathway

Dentists enrolled in the VIP Program are referred to as “VIPs.” We charge up front enrollment fees to educate and

train new providers.

We also charge for the ancillary support services listed above and view each product and service as a revenue/profit

Over the course of 2024, we worked to pivot our business strategy and began

to steadily decrease our prior dependence on dentists to sell our products and our dependence on VIP enrollment revenue.

This new business

strategy is focused on contractual alliances with (and, in the future, potential outright acquisitions by us of) OSA healthcare providers,

including dentists, sleep centers and others and is based on a profit-sharing model between us and the provider which aligns our revenue

generation more directly to sales of our novel appliances.

of Presentation and Consolidation

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Company is an “emerging growth company” (an “EGC”), as defined in Section 2(a) of the Securities Act, as modified

by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as a result, the Company may take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not EGCs.

These include, but are

not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002

(the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as a result, we may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not EGCs.

These include, but are not limited

to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until

4 unchanged sentences

period and comply with the requirements that apply to non-EGC but any such election to opt out is irrevocable.

The Company currently

expects to retain its status as an EGC until the year ending December 31, 2026, but this status could end sooner under certain circumstances.

Company generates revenue from the sale of products and services.

A significant majority of the Company’s revenues are generated

from enrolling dentists as either (i) Guided Growth and Development VIPs;

We currently expect to

retain our status as an EGC until the year ending December 31, 2025, but this status could end sooner under certain circumstances.

generate revenue from the sale of products and services.

A significant majority of the our revenues are generated from enrolling dentists

as either (i) Guided Growth and Development VIPs;

(ii) Lifeline VIPs;

(iii) combined Guided Growth and Development

and Lifeline VIPs;

(iii) combined Guided Growth and Development and Lifeline VIPs;

or Premier Vivos Integrated Providers (“Premier VIPs”).

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were Premier VIPs.

The other, lower priced enrollments were piloted in prior fiscal quarters on a limited basis.

They were officially

adopted during the second quarter of 2023.

For each VIP program, revenue is recognized when control of the products or services is transferred

to customers (i.e., VIP dentists ordering such products or services for their patients) in a manner that reflects the consideration the

Company expects to be entitled to in exchange for those products and services.

The other, lower priced enrollments were piloted in fiscal quarters prior to second quarter of 2023, and on a limited

They were officially adopted during the second quarter of 2023.

For each VIP program, revenue is recognized when control of the

products or services is transferred to customers (i.e., VIP dentists ordering such products or services for their patients) in a manner

that reflects the consideration we expect to be entitled to in exchange for those products and services.

the guidance of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and the applicable provisions of

ASC Topic 842, Leases (“ASC 842”), the Company determines revenue recognition through the following five-step model,

ASC Topic 842 , Leases (“ASC 842”), we determine revenue recognition through the following five-step model,

which entails:

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Enrollment Revenue

Company reviews its VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above.

enrollees, irrespective of their level of enrollment, are commonly referred to as VIPs, unless it is necessary to specify their particular

Once it is determined that a contract exists (i.e., a VIP enrollment agreement is executed and payment is received), service

revenue related to VIP enrollments is recognized when the underlying services are performed.

The price of the Premier VIP enrollment

that the VIP pays upon execution of the contract is significant, running at approximately $ 26,200 ,

with different entry levels for the various programs described above .

Unearned revenue reported on the balance sheet as contract

liability represents the portion of fees paid by VIP customers for services that have not yet been performed as of the reporting date

and are recorded as the service is rendered.

The Company recognizes this revenue as performance obligations are met.

Accordingly, the

contract liability for unearned revenue is a significant liability for the Company.

Provisions for discounts are provided in the same

period that the related revenue from the products and/or services is recorded.

Company enters into programs that may provide for multiple performance obligations.

Commencing in 2018, the Company began enrolling medical

and dental professionals in a one-year program (now known as the Premier VIP Program) which includes training in a highly personalized,

deep immersion workshop format which provides the Premier VIP dentist access to a team who is dedicated to creating a successful integrated

review our VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above.

All program enrollees,

irrespective of their level of enrollment, are commonly referred to as VIPs, unless it is necessary to specify their particular program.

Once it is determined that a contract exists (i.e., a VIP enrollment agreement is executed and payment is received), service revenue

related to VIP enrollments is recognized when the underlying services are performed.

The price of the Premier VIP enrollment that the

VIP pays upon execution of the contract is significant, running at approximately $ 23,200 , with different entry levels for the various

programs described above.

Unearned revenue reported on the balance sheet as contract liability represents the portion of fees paid by

VIP customers for services that have not yet been performed as of the reporting date and are recorded as the service is rendered.

recognize this revenue as performance obligations are met.

Accordingly, the contract liability for unearned revenue is a significant

liability for us.

Provisions for discounts are provided in the same period that the related revenue from the products and/or services

enter into programs that may provide for multiple performance obligations.

Commencing in 2018, we began enrolling medical and dental

professionals in a one-year program (now known as the Premier VIP Program) which includes training in a highly personalized, deep immersion

workshop format which provides the Premier VIP dentist access to a team who is dedicated to creating a successful integrated practice.

enrollment fees include multiple performance obligations which vary on a contract-by-contract basis.

The performance obligations included

with enrollments may include sleep apnea rings, a six or twelve months BIS subscription, a marketing package, lab credits and the right

with enrollments may include sleep apnea rings, a six or twelve month BIS subscription, a marketing package, lab credits and the right

to sell our appliances.

The Company allocates the transaction price of a VIP enrollment contract to each performance obligation under

such contract using the relative standalone selling price method.

The relative standalone price method is based on the proportion of

the standalone selling price of each performance obligation to the sum of the total standalone selling prices of all the performance

obligations in the contract.

right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from the Company.

The right to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their

patients using The Vivos Method.

the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, the Company believes that it

is appropriate to estimate the standalone selling price of this performance obligation using the residual method.

As such, the observable

prices of other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated

to the right to sell performance obligation.

Company uses significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right

The Company has determined that Premier VIPs who do not complete sessions 1 and 2 of training rarely complete training at all

and fail to participate in the Premier VIP program long term.

Since the beginning of the Premier VIP program, just under one-third of

new VIP members fall into this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in

which it becomes remote that a VIP will continue in the program.

Revenue is recognized in accordance with each individual performance

obligation unless it becomes remote the VIP will continue, at which time the remainder of revenue is accelerated and recognized in the

following month.

Those VIPs who complete training typically remain active for a much longer period, and revenue from the right to sell

for those VIPs is recognized over the estimated period of which those VIPs will remain active.

Because of various factors occurring year

to year, the Company has estimated customer life for each year a contract is initiated.

The estimated customer lives are calculated separately

for each year and have been estimated at 15 months for 2020, 14 months for 2021, 18 months for 2022, and 23 months for 2023, as a result

of customers staying active for longer periods of time.

The right to sell is recognized on a sum of the years’ digits method over

the estimated customer life for each year as this approximates the rate of decline in VIPs purchasing behaviors we have observed.

We allocate the transaction price of a VIP enrollment contract to each performance obligation under such contract

using the relative standalone selling price method.

The relative standalone price method is based on the proportion of the standalone

selling price of each performance obligation to the sum of the total standalone selling prices of all the performance obligations in

the contract.

right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from us.

to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their patients

using The Vivos Method.

the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, we believe that it is appropriate

to estimate the standalone selling price of this performance obligation using the residual method.

As such, the observable prices of

other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated to the

right to sell performance obligation.

use significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right to sell.

We have determined that Premier VIPs who do not complete sessions 1 and 2 of training rarely complete training at all and fail to participate

in the Premier VIP program long term.

Since the beginning of the Premier VIP program, just under one-third of new VIP members fall into

this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in which it becomes remote that

a VIP will continue in the program.

Revenue is recognized in accordance with each individual performance obligation unless it becomes

remote the VIP will continue, at which time the remainder of revenue is accelerated and recognized in the following month.

who complete training typically remain active for a much longer period, and revenue from the right to sell for those VIPs is recognized

over the estimated period of which those VIPs will remain active.

Because of various factors occurring year to year, we have estimated

customer life for each year a contract is initiated.

Estimated customer lives have been calculated separately for each year and were

estimated between 14 months and 27 months for the years 2020 through 2024, depending upon the length of time customers stayed active

The right to sell is recognized on a sum of the years’ digits method over the estimated customer life for each year

as this approximates the rate of decline in VIPs purchasing behaviors we have observed.

Given that our alliance-based marketing and distribution model is very new and has yet to generate significant revenues,

we are in the process of developing and implementing our revenue recognition plan for revenues derived from this model.

Service Revenue

addition to VIP enrollment service revenue, in 2020 the Company launched BIS, an additional service on a monthly subscription basis,

which includes the Company’s AireO2 medical billing and practice management software.

Revenue for these services is recognized

monthly during the month the services are rendered.

Company also offers its VIPs the ability to provide MyoCorrect to the VIP’s patients as part of treatment with The Vivos Method.

The program includes packages of treatment sessions that are sold to the VIPs, and resold to their patients.

Revenue for MyoCorrect services

is recognized over the 12-month performance period as therapy sessions occur.

addition to VIP enrollment service revenue, in 2020 we launched BIS, an additional service on a monthly subscription basis, which includes

our AireO2 medical billing and practice management software.

Revenue for these services is recognized monthly during the month the services

are rendered.

also offer our VIPs the ability to provide MyoCorrect to the VIP’s patients as part of treatment with The Vivos Method.

includes packages of treatment sessions that are sold to the VIPs and resold to their patients.

Revenue for MyoCorrect services is recognized

over the 12-month performance period as therapy sessions occur.

of Revenue to Performance Obligations

Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each performance

obligation based on relative fair values.

These fair values approximate the prices for the relevant performance obligation that would

be charged if those services were sold separately, and are recognized over the relevant service period of each performance obligation.

After allocation to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized

over the estimated customer life.

In general, revenues are separated between durable medical equipment (product revenue) and education

and training services (service revenue).

identify all goods and services that are delivered separately under a sales arrangement and allocate revenue to each performance obligation

based on relative fair values.

These fair values approximate the prices for the relevant performance obligation that would be charged

if those services were sold separately, and are recognized over the relevant service period of each performance obligation.

After allocation

to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized over the

estimated customer life.

In general, revenues are separated between durable medical equipment (product revenue) and education and training

services (service revenue).

of Discounts and Promotions

time to time, the Company offers various discounts to its customers.

time to time, we offer various discounts to its customers.

These include the following:

for cash paid in full

or trade show incentives, such as subscription enrollment into the SleepImage ® home sleep test program, or free trial

period for the SleepImage ® lease program

or trade show incentives, such as subscription enrollment into the SleepImage ® home sleep test program, or a free

trial period for the SleepImage ® lease program

concessions on annual enrollment fee

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Accordingly, measurement is determined before the sale occurs and revenue

is recognized based on the terms agreed upon between the Company and the customer over the performance period.

In rare circumstances,

a discount has been given after the sale during a conference which is offering a discount to full price.

In this situation revenue is

measured and the change in transaction price is allocated over the remaining performance obligation.

is recognized based on the terms agreed upon between us and the customer over the performance period.

In rare circumstances, a discount

has been given after the sale during a conference which is offering a discount to full price.

In this situation, revenue is measured

and the change in transaction price is allocated over the remaining performance obligation.

amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale.

Prior to the sale, the

customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides.

The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period.

At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the

reporting period and any changes in circumstances during the reporting period.

addition to revenue from services, the Company also generates revenue from the sale of its line of oral devices and preformed guides

(known as appliances or systems) to its customers, the VIP dentists.

These include the DNA appliance ® , mRNA appliance ® ,

the mmRNA appliance, the Versa, , the Vida, the Vida Sleep and others.

The Company expanded its product offerings in the first quarter

of 2023 via the acquisition of certain U.S.

and international patents, product rights, and other miscellaneous intellectual property

from Advanced Facialdontics, LLC, a New York limited liability company (“AFD”).

Revenue from appliance sales is recognized

when control of product is transferred to the VIP in an amount that reflects the consideration it expects to be entitled to in exchange

for those products.

The VIP in turn charges the VIP’s patient and or patient’s insurance a fee for the appliance and for

his or her professional services in measuring, fitting, installing the appliance and educating the patient as to its use.

contracts with VIPs for the sale of the appliance and is not involved in the sale of the products and services from the VIP to the VIP’s

Company’s appliances are similar to a retainer that is worn in the mouth after braces are removed.

Each appliance is unique and

is fitted to the patient.

The Company utilizes its network of certified VIPs throughout the United States and in some non-U.S.

jurisdictions

to sell the appliances to their customers as well as in two dental centers that the Company operates.

The Company utilizes third party

contract manufacturers or labs to produce its unique, patented appliances and preformed guides.

The manufacturer designated by the Company

produces the appliance in strict adherence to the Company’s patents, design files, treatments, processes and procedures and under

the direction and specific instruction of the Company, ships the appliance to the VIP who ordered the appliance from the Company.

of the Company’s contract manufacturers are required to follow the Company’s master design files in production of appliances

or the lab will be in violation of the FDA’s rules and regulations.

The Company performed an analysis under ASC 606-10-55-36 through

55-40 and concluded it is the principal in the transaction and is reporting revenue gross.

The Company bills the VIP the contracted price

for the appliance which is recorded as product revenue.

Product revenue is recognized once the appliance ships to the VIP under the direction

of the Company.

support of the VIPs using the Company’s appliances for their patients, the Company utilizes a team of trained technicians to measure,

order and fit each appliance.

Upon scheduling the patient (which is the Company’s customer in this case), the center takes a deposit

and reviews the patient’s insurance coverage.

Revenue is recognized differently for Company owned centers than for revenue from

The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted

and provided to the patient.

Company offers certain dentists (known as Clinical Advisors) discounts from standard VIP pricing.

This is done to help encourage Clinical

Advisors, who help the VIPs with technical aspects of the Company’s products, to purchase Company products for their own practices.

In addition, from time to time, the Company offers credits to incentivize VIPs to adopt the Company’s products and increase case

volume within their practices.

These incentives are recorded as a liability at issuance and deducted from the related product sale at

the time the credit is used.

customer and us agree upon the amount of consideration that the customer will pay in exchange for the we provide.

The net consideration

that the customer has agreed to pay is the expected value that is recognized as revenue over the service period.

At the end of each reporting

period, we update the transaction price to represent the circumstances present at the end of the reporting period and any changes in

circumstances during the reporting period.

addition to revenue from services, we also generate revenue from the sale of our line of oral devices and preformed guides (known as

appliances or systems) to our customers, the VIP dentists or OSA patients directly in the case of our strategic alliance model.

These include the DNA appliance ® , mRNA

appliance ® , the mmRNA appliance, the Versa, the Vida, the Vida Sleep and others.

We expanded our product offerings in

the first quarter of 2023 via the acquisition of certain U.S.

and international patents, product rights, and other miscellaneous

intellectual property from Advanced Facialdontics, LLC, a New York limited liability company (“AFD”).

appliance sales is recognized when the control of a product is transferred to the VIP in an amount that reflects the consideration

it expects to be entitled to in exchange for those products.

The VIP in turn charges the VIP’s patient and or patient’s

insurance a fee for the appliance and for his or her professional services in measuring, fitting, and installing the appliance and

educating the patient as to its use.

We contract with VIPs for the sale of the appliance, and we are not involved in the sale of the

products and services from the VIP to the VIP’s patient.

appliances are similar to a retainer that is worn in the mouth after braces are removed.

Each appliance is unique and is fitted to the

We utilize our network of certified VIPs throughout the United States and in some non-U.S.

jurisdictions (notably Canada and

Australia) to sell the appliances to their customers as well as in two dental centers that we operate.

We utilize third party contract

manufacturers or labs to produce our patient-customized, patented appliances and our preformed guides.

The manufacturer designated by

us produces the appliance in strict adherence to our patents, design files, treatments, processes and procedures and under the direction

and specific instructions from us, ships the appliance to the VIP who ordered the appliance from us.

All of our contract manufacturers

are required to follow our master design files in the production of appliances, or the lab will be in violation of the FDA’s rules

and regulations.

We have performed an analysis and concluded we are the principal in the transaction since we have control of the product

and we reporting revenue gross.

We bill the VIP the contracted price for the appliance which is recorded as product revenue.

revenue is recognized once the appliance ships to the VIP under our direction.

support of the VIPs using our appliances for their patients, we utilize a team of trained technicians to measure, order and fit each

Revenue is recognized differently for Company owned centers and distribution alliances with third party sleep centers than

it does for revenue from VIPs.

Upon scheduling the patient (which is our customer in this case), the center takes a deposit and reviews

the patient’s insurance coverage.

We recognize revenue in the centers after the appliance is received from the manufacturer and

once the appliance is fitted and provided to the patient.

offer certain dentists (known as Clinical Advisors) discounts to standard VIP pricing.

This is done to help encourage Clinical Advisors,

who help the VIPs with technical aspects of our products, to purchase our products for their own practices.

In addition, from time to

time, we offer credits to incentivize VIPs to adopt the our products and increase case volume within their practices.

These incentives

are recorded as a liability at issuance and are deducted from the related product sale at the time the credit is used.

preparation of financial statements and related disclosures in conformity with U.S.

GAAP requires the Company to make judgments, assumptions,

GAAP requires us to make judgments, assumptions,

and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes.

The Company bases its

estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the

circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources.

The Company’s

significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, the determination

of customer life and breakage related to recognizing revenue for VIP contracts, impairment of goodwill and long-lived assets;

assumptions for assets acquired in asset acquisitions;

valuation assumptions for stock options, warrants, warrant liabilities and equity

instruments issued for goods or services;

We base our estimates

and assumptions on existing facts, historical experience, and various other factors that we believe are reasonable under the circumstances,

to determine the carrying values of assets and liabilities that are not readily apparent from other sources.

Our significant accounting

estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, determining customer life and

breakage related to recognizing revenue for VIP contracts, impairment of goodwill and long-lived assets;

valuation assumptions for assets

acquired in asset acquisitions;

valuation assumptions for stock options, warrants, warrant liabilities and equity instruments issued

for goods or services;

deferred income taxes and the related valuation allowances;

and the evaluation and measurement

of contingencies.

Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated.

However, the Company has made

appropriate accounting estimates based on the facts and circumstances available as of the reporting date.

To the extent there are material

differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations

and the evaluation and measurement of contingencies.

We believe we have made appropriate accounting estimates based on the facts and circumstances available as of the reporting date.

the extent there are material differences between our estimates and the actual results, our future consolidated results of operations

will be affected.

and Cash Equivalents

highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s

immediate and general business use are classified as cash and cash equivalents.

highly liquid investments purchased with an original maturity of three months or less that are freely available for our immediate and

general business use are classified as cash and cash equivalents.

Receivable, Net

receivable represents amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not

receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not

bear interest.

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determine the allowance for expected credit losses.

The Company evaluates the collectability of its accounts receivable and determines

the appropriate allowance for expected credit losses based on a combination of factors, including the aging of the receivables, historical

collection trends, and charge-offs.

When the Company is aware of a customer’s inability to meet its financial obligation, the Company

may individually evaluate the related receivable to determine the allowance for expected credit losses.

The Company uses specific criteria

to determine uncollectible receivables to be charged-off, including bankruptcy filings, the referral of customer accounts to outside

parties for collection, and the length that accounts remain past due.

We evaluate the collectability of its accounts receivable and determine the appropriate

allowance for expected credit losses based on a combination of factors, including the aging of the receivables, historical collection

trends, and charge-offs.

When we are aware of a customer’s inability to meet its financial obligation, we may individually evaluate

the related receivable to determine the allowance for expected credit losses.

We use specific criteria to determine uncollectible receivables

to be charged off, including bankruptcy filings, the referral of customer accounts to outside parties for collection, and the length

that accounts remain past due.

and Equipment, Net

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the straight-line method over the shorter of the life of the improvement or the term of the respective leases which range between 5 and

The Company does not begin depreciating assets until assets are placed in service.

We do not begin depreciating assets until assets are placed in service.

is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired.

6 unchanged sentences

There were no quantitative or qualitative indicators

of impairment that occurred for the year ended December 31, 2023, and no impairment was required.

assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, from whom the Company acquired certain assets related

to its OMT service in March 2021, (ii) Lyon Management and Consulting, LLC and its affiliates (“Lyon Dental”), from whom

the Company acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software

underlying AireO2) for work related to the Company’s acquired patents, intellectual property and customer contracts and (iii) AFD,

from whom the Company acquired certain U.S.

and international patents, trademarks, product rights, and other miscellaneous intellectual

property in March 2023.

The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized

using the straight-line method over the estimated life of the assets, which approximates 5 years (See Note 5).

The costs paid to MyoCorrect,

Lyon Dental and AFD for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15

Intangible assets consist of assets acquired from First Vivos and costs

paid to (i) MyoCorrect, from whom the Company acquired certain assets related to its OMT service in March 2021, (ii) Lyon Management and

Consulting, LLC and its affiliates (“Lyon Dental”), from whom the Company acquired certain medical billing and practice management

software, licenses and contracts in April 2021 (including the software underlying AireO2) for work related to the Company’s acquired

patents, intellectual property and customer contracts and (iii) AFD, from whom the Company acquired certain U.S.

and international patents,

trademarks, product rights, and other miscellaneous intellectual property in March 2023.

The identifiable intangible assets acquired from

First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets,

which approximates 5 years (See Note 5).

The costs paid to MyoCorrect, Lyon Dental and AFD for patents and intellectual property are amortized

over the life of the underlying patents, which approximates 15 years.

of impairment that occurred for the year ended December 31, 2024.

Accordingly no impairment was required.

assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, from whom we acquired certain assets related to

its OMT service in March 2021, (ii) Lyon Management and Consulting, LLC and its affiliates (“Lyon Dental”), from whom we

acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software underlying

AireO2) for work related to our acquired patents, intellectual property and customer contracts and (iii) AFD, from whom we acquired certain

and international patents, trademarks, product rights, and other miscellaneous intellectual property in March 2023.

The identifiable

intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over

the estimated life of the assets, which approximates 5 years (See Note 5).

The costs paid to MyoCorrect, Lyon Dental and AFD for patents

and intellectual property are amortized over the life of the underlying patents, which approximates 15 years.

of Long-lived Assets

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There were no quantitative or qualitative

indicators of impairment that occurred for the year ended December 31, 2023, and no impairment was required.

indicators of impairment that occurred for the year ended December 31, 2024.

Accordingly no impairment was required.

Offering Costs

4 unchanged sentences

Deferred offering costs related to unsuccessful equity offerings are recorded

as expense in the period when it is determined that an offering is unsuccessful.

for Payroll Protection Program Loan

Company accounted for its U.S.

Small Business Administration’s (“SBA”) Payroll Protection Program (“PPP”)

loan as a debt instrument under ASC 470, Debt .

The Company recognized the original principal balance as a financial liability

with interest accrued at the contractual rate over the term of the loan.

On January 21, 2022, the PPP loan received by the Company on

May 8, 2020 was forgiven by the SBA in its entirety, which includes approximately $ 1.3 million in principal.

As a result, the Company

recorded a gain on the forgiveness of the loan in the quarter ended March 31, 2022 under non-operating income (expense).

as an expense in the period when it is determined that an offering is unsuccessful.

Retention Tax Credit

3 unchanged sentences

second and third calendar quarters of 2021.

Employers are eligible for the credit if they experienced either a full or partial suspension

Employers were eligible for the credit if they experienced either a full or partial suspension

of operations during any calendar quarter because of governmental orders due to the COVID-19 pandemic or if they experienced a significant

1 unchanged sentence

The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs.

to the Internal Revenue Service (“IRS”) Notice 2021-20, “Guidance on the Employee Retention Credit under Section 2301

of the Coronavirus Aid, Relief, and Economic Security Act,” the period during which there is a significant decline in gross receipts

is determined by identifying the first quarter in 2020 in which the gross receipts are less than 50 % of its gross receipts for the same

period in 2019.

The employee retention credit is available only to eligible employers.

Section 2301(c)(2)(A) of the CARES Act defines

the term “eligible employer” as any employer carrying on a trade or business during calendar year 2020, and, with respect

to any calendar quarter, for which (1) the operation of the trade or business carried on during calendar year 2020 is fully or partially

suspended due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social,

religious, or other purposes) due to COVID-19, or (2) such calendar quarter is within the period in which the employer had a significant

decline in gross receipts, as described in section 2301(c)(2)(B) of the CARES Act.

VIP dentists and potential VIPs were forced to close

their offices during 2020 as a result of COVID-19.

Therefore, the Company qualifies as an eligible employer under this under the CARES

2301(c)(3)(A)(ii) of the CARES Act also provides that if an eligible employer averaged 100 or fewer employees in 2019 (a “small

eligible employer”), qualified wages are those wages paid by the eligible employer with respect to an employee during any period

described in section 2301(c)(2)(A)(ii)(I) of the CARES Act (relating to a calendar quarter for which the operation of a trade or business

is fully or partially suspended due to a governmental order) or during a calendar quarter within the period described in section 2301(c)(2)(A)(ii)(II)

of the CARES Act (relating to a significant decline in gross receipts).

The Company averaged fewer than 80 employees in 2019 and is therefore

considered a small eligible employer under the CARES Act.

plan expenses were not included in the analysis, although they are eligible if an employee has paid health insurance through their paycheck.

Section 2301(c)(5)(B) of the CARES Act provides that “wages” include amounts paid by an eligible employer to provide and

maintain a group health plan (as defined in section 5000(b)(1) of the Code), but only to the extent that the amounts are excluded from

the gross income of employees by reason of section 106(a) of the Code.

The Company pays the first $500 of healthcare insurance for each

employee, which generally covers the monthly cost of their insurance.

Because of this, the Company conservatively did not include any

of the cost of insurance in its analysis.

Additionally, PPP loan amounts were deducted from the amount of total wages paid before calculating

the qualified ERTC wages.

The Company applied for the ERTC using Vivos Therapeutics Inc.’s payroll, which covers 95% of its employees .

indicated above, for 2020, companies were eligible for a credit equal to 50 percent of the first ten thousands of qualified wages paid

per employee in the aggregate of each eligible quarter.

Therefore, the maximum ERTC for the Company for 2020 is five thousand ($5,000)

per employee.

For the second and fourth quarters of 2020, the total eligible credit was limited to approximately $0.5 million .

2021, the ERTC was 70 % of the first ten thousand qualified wages paid per employee each quarter.

3 unchanged sentences

GAAP on accounting for government assistance to for-profit

business entities, the Company accounted for the ERTC by analogy to ASC 450, Contingencies .

Accordingly, under ASC 450, entities

would treat the ERTCs (whether received in cash or as an offset to current or future payroll taxes) as if they were gain contingencies.

When applying ASC 450-30, entities would not consider the probability of complying with the terms of the ERC program but, rather, would

defer any recognition in the income statement until all uncertainties are resolved and the income is “realized” or “realizable”

(i.e., upon receipt of the funds or formal notice by the IRS that the company is entitled to such funds).

In our case, the Company elected

to follow a more conservative approach and instead of recognizing a receivable for amounts to be received when the amended tax forms

were filed in 2022, it was decided to wait for the notice from IRS and cash was received.

As for financial statement presentation, it

is believed that either classifying the amounts as a reduction to payroll tax expense (expense off-set is however contrary to U.S.

or as other income to be acceptable with appropriate disclosure of the election made by the company.

However, the IRS issued a renewed

warning regarding the ERTC on March 7, 2023 urging taxpayers to carefully review the ERTC guidelines.

The Company continues to evaluate

additional information from the IRS, and elected to disclose the funds received as a separate line item under long-term liabilities on

the balance sheet, until more information becomes available from the IRS.

As a result, for the period ending December 31, 2023, approximately

$ 1.2 million was recorded under long-term liabilities.

business entities, we accounted for the ERTC by analogy to ASC 450, Contingencies .

Accordingly, under ASC 450, entities would

treat the ERTCs (whether received in cash or as an offset to current or future payroll taxes) as if they were gain contingencies.

applying ASC 450-30, entities would not consider the probability of complying with the terms of the ERC program but, rather, would defer

any recognition in the income statement until all uncertainties are resolved and the income is “realized” or “realizable”

(i.e., upon receipt of the funds or formal notice by the IRS that we are entitled to such funds).

In our case, we elected to follow a

more conservative approach and instead of recognizing a receivable for amounts to be received when the amended tax forms were filed in

2022, it was decided to wait for the notice from IRS and cash was received.

As for financial statement presentation, it is believed that

either classifying the amounts as a reduction to payroll tax expense (expense off-set is however contrary to U.S.

GAAP) or as other income

to be acceptable with appropriate disclosure of the election made by us.

However, the IRS issued a renewed warning regarding the ERTC

on March 7, 2023 urging taxpayers to carefully review the ERTC guidelines.

We continue to evaluate additional information from the IRS

and elected to disclose the funds received as a separate line item under long-term liabilities on the balance sheet, until more information

becomes available from the IRS.

As a result, as of the years ended December 31, 2024 and 2023, approximately $ 1.2 million is reflected

under long-term liabilities.

and Gain Contingencies

Company is subject to the possibility of various loss contingencies arising in the ordinary course of business.

are subject to the possibility of various loss contingencies arising in the ordinary course of business.

An estimated loss contingency

is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably

If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company

accrues that amount.

Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the

Company accrues the lowest amount in the range.

If the Company determines that a loss is reasonably possible and the range of the loss

is estimable, then the Company discloses the range of the possible loss.

If the Company cannot estimate the range of loss, it will disclose

the reason why it cannot estimate the range of loss.

The Company regularly evaluates current information available to it to determine

whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed.

Legal fees related

to contingencies are charged to general and administrative expense as incurred.

Contingencies that may result in gains are not recognized

until realization is assured, which typically requires collection in cash.

Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options,

based on the fair market value of the award as of the grant date.

The Company computes the fair value of stock options using the Black-Scholes-Merton

If some amount within a range of loss appears to be a better estimate than any other amount within the range, we accrue that

Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, we accrue the lowest

amount in the range.

If we determine that a loss is reasonably possible and the range of the loss is estimable, then we disclose the

range of the possible loss.

If we cannot estimate the range of loss, we will disclose the reason why it cannot estimate the range of

We regularly evaluate current information available to us to determine whether an accrual is required, an accrual should be adjusted

and if a range of possible loss should be disclosed.

Legal fees related to contingencies are charged to general and administrative expense

Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection

measure the cost of employee and director services received in exchange for all equity awards granted, including stock options, based

on the fair market value of the award as of the grant date.

We compute the fair value of stock options using the Black-Scholes-Merton

(“BSM”) option pricing model.

The Company estimates the expected term using the simplified method which is the average of

the vesting term and the contractual term of the respective options.

The Company determines the expected price volatility based on the

historical volatilities of shares of the Company’s peer group as the Company does not have a sufficient trading history for its

Common Stock.

Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life

cycle and financial leverage.

The Company intends to continue to consistently apply this process using the same or similar public companies

until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available,

or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable

companies whose share prices are publicly available would be utilized in the calculation.

The Company recognizes the cost of the equity

awards over the period that services are provided to earn the award, usually the vesting period.

For awards granted which contain a graded

vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line

basis over the requisite service period as if the award were, in substance, a single award.

The Company recognizes the impact of forfeitures

and cancellations in the period that the forfeiture or cancellation occurs, rather than estimating the number of awards that are not

expected to vest in accounting for stock-based compensation.

We estimate the expected term using the simplified method which is the average of the vesting

term and the contractual term of the respective options.

We determine the expected price volatility based on the historical volatilities

of shares of our peer group as we do not have sufficient trading history for our Common Stock.

Industry peers consist of several public

companies in the bio-tech industry similar to us in size, stage of life cycle and financial leverage.

We intends to continue to consistently

apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility

of our own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to

us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period.

For awards granted

which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as

an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award.

the impact of forfeitures and cancellations in the period that the forfeiture or cancellation occurs, rather than estimating the number

of awards that are not expected to vest in accounting for stock-based compensation.

and Development

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and enhancements to existing products.

Research and development costs incurred were less than $ 0.1 million and less than $ 0.2 million

for the years ended December 31, 2023 and 2022, respectively.

These are recorded on the statement of operations under general and administrative

leases are included in operating lease right-of-use (“ROU”) asset, accrued expenses, and operating lease liability - current

Research and development costs incurred were approximately $ 0.1 million during each of the years

ended December 31, 2024 and 2023.

These are recorded on the statement of operations under sales and marketing expense.

leases are included in operating lease right-of-use (“ROU”) assets, accrued expenses, and operating lease liability - current

and non-current portion in our balance sheets.

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Lease agreements with a noncancelable term of less than 12 months are not recorded on our balance sheets.

Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which

deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax

bases of assets and liabilities given the provisions of enacted tax laws.

Deferred income tax provisions and benefits are based on changes

to the assets or liabilities from year to year.

In providing for deferred taxes, the Company considers tax regulations of the jurisdictions

in which the Company operates, estimates of future taxable income, and available tax planning strategies.

If tax regulations, operating

results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities

may be required.

account for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred

income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of

assets and liabilities given the provisions of enacted tax laws.

Deferred income tax provisions and benefits are based on changes to

the assets or liabilities from year to year.

In providing for deferred taxes, we consider tax regulations of the jurisdictions in which

we operate, estimates of future taxable income, and available tax planning strategies.

If tax regulations, operating results, or the

ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required.

A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized.

recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation

allowance could materially change.

In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit

of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an

For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest

benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

The recorded valuation

allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially

In accounting for uncertainty in income taxes, we recognize the financial statement benefit of a tax position only after determining

that the relevant tax authority would more likely than not sustain the position following an audit.

For tax positions meeting the more

likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent

likelihood of being realized upon ultimate settlement with the relevant tax authority.

We recognize interest and penalties accrued on

any unrecognized tax benefits as a component of income tax expense.

and Diluted Net Loss Per Share

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Diluted net loss per common share is computed by giving effect to all potential shares

of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive.

Company accounts for its warrants and financial instruments as either equity or liabilities based upon the characteristics and provisions

of each instrument, in accordance with ASC 815, Derivatives and Hedging .

Warrants classified as equity are recorded at fair value

as of the date of issuance on the Company’s consolidated balance sheets and no further adjustments to their valuation are made.

Warrants classified as liabilities and other financial instruments that require separate accounting as liabilities are recorded on the

Company’s consolidated balance sheets at their fair value on the date of issuance and will be revalued on each subsequent balance

of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent the same are dilutive.

account for our warrants and financial instruments as either equity or liabilities based upon the characteristics and provisions of each

instrument, in accordance with ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity .

classified as equity are recorded at fair value as of the date of issuance on our consolidated balance sheets and no further adjustments

to their valuation are made.

Warrants classified as liabilities and other financial instruments that require separate accounting as liabilities

are recorded on our consolidated balance sheets at their fair value on the date of issuance and will be revalued on each subsequent balance

sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other

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Management estimates the fair value of these liabilities using the Black-Scholes model and assumptions that are based

on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings,

expected volatility, expected life, yield, and risk-free interest rate.

Segment Information

We manage our business within

one reportable segment.

The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker (CODM), reviews

financial information presented on a consolidated basis, accompanied by information about operations for purposes of making operating

decisions and assessing financial performance.

Accounting Pronouncements

below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation

Adopted Standards.

The following recently issued accounting standards were adopted by the Company during the period ended December

June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses

Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 amends the guidance on the impairment of financial

This guidance requires use of an impairment model (known as the “current expected credit losses”, or CECL model)

that is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes, as an allowance, its estimate

of expected credit losses.

The Company adopted the new accounting standard on January 1, 2023.

The adoption of this standard did not

have a material impact on the Company’s consolidated financial statements.

on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions, expected volatility,

expected life, yield, and risk-free interest rate.

segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly

by a company’s chief operating decision maker (“CODM”), or a decision-making group, in deciding how to allocate resources

and in assessing financial performance.

As of December 31, 2024, the Company’s CODM was the Company’s Chief Executive Officer,

and we concluded that we have one reportable segment.

Refer to Note 15, “Segment Information”, for additional disclosures

regarding segment information.

Pronouncements

below is a discussion of new accounting standards including deadlines for adoption assuming that we retain our designation as an EGC.

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

(“ASU 2023-07”).

The standard requires disclosure of significant segment expenses that are regularly provided to the CODM

and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items

to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

Effective December 31, 2024, we adopted

the provisions of this ASU which resulted in the inclusion of additional disclosures within Note 15, “Segment Information”.

Accounting Pronouncements Yet to be Adopted

November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).

The standard’s

purpose is “to improve the disclosures about a public business entity’s expenses and address requests from investors for

more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization,

and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).” Public

companies will be required to disclose in the notes to financial statements specified information about certain costs and expenses at

each interim and annual reporting period.

Specifically, they will be required to:

the amounts of (a) purchases of inventory;

(b) employee compensation;

(d) intangible asset amortization;

depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion

expense) included in each relevant expense caption.

certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same

disclosure as the other disaggregation requirements.

a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning

after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the effect of this new guidance on our consolidated

financial statements and disclosures.

have reviewed and considered all other recent accounting pronouncements that have not yet been adopted and believe there are none that

could potentially have a material impact on our business practices, financial condition, results of operations, or disclosures.

2 - LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN

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the Company as a going concern.

The Company has incurred losses since inception, including $ 13.6 and $ 23.8 million for the years ended

December 31, 2023 and 2022, respectively, resulting in an accumulated deficit of approximately $ 93.1 million as of December 31, 2023.

cash used in operating activities amounted to approximately $ 11.9 and $ 19.6 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company had total liabilities of approximately $ 10.3 million.

of December 31, 2023, the Company had approximately $ 1.6 million in cash and cash equivalents, which will not be sufficient to fund operations

and strategic objectives over the next twelve months from the date of issuance of these financial statements.

Without additional financing,

these factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

See Note 16 for additional

information regarding the Company’s financing activity following the period ended December 31, 2023.

We have incurred losses since inception, including $ 11.1 and $ 13.6 million for the years ended December

31, 2024 and 2023, respectively, resulting in an accumulated deficit of approximately $ 104.2 million as of December 31, 2024.

cash used in operating activities amounted to approximately $ 12.7 and $ 11.9 million for years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, we had total liabilities of approximately $ 7.3 million.

of December 31, 2024, we had approximately $ 6.3 million in cash and cash equivalents, which will not be sufficient to fund operations

and strategic objectives over the next twelve months from the date of the issuance of these financial statements.

Without additional

financing, these factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

have implemented cost savings measures that lead to reduced impact to cash used in operations.

However, sales did not grow in 2023 or

2024 as anticipated, as our product offerings and strategies continue to be refined.

As such, we have raised equity capital in late 2023

and throughout 2024 and will be required to obtain additional financing to satisfy our cash needs and bolster our stockholders’

equity for Nasdaq compliance purposes, as management continues to work towards increasing revenue to achieve cash flow positive operations

in the foreseeable future.

a state of cash flow positivity is reached, management is reviewing all options to obtain additional financing to fund operations.

financing is expected to come primarily from the issuance of equity securities in order to sustain operations until the Company can achieve

profitability and positive cash flows, if ever.

There can be no assurances, however, that adequate additional funding will be available

on favorable terms, or at all.

If such funds are not available in the future, the Company may be required to delay, significantly modify

or terminate some or all of its operations, all of which could have a material adverse effect on the Company and stockholders.

financing is expected to come primarily from the issuance of equity securities in order to sustain operations until we can achieve profitability

and positive cash flows, if ever.

We expect the Strategic Alliance Agreement (“SAA”) with Rebis to increase patient volume,

drive top line revenue and lower customer acquisition costs and overhead.

However, there can be no assurances that adequate additional

funding will be available on favorable terms, or at all.

If such funds are not available in the future, or that the SAA agreement will

result in the patient volume and financial results within the expected timeline and we may be required to delay, significantly modify

or terminate some or all of our operations, all of which could have a material adverse effect on us and our stockholders.

do not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a

current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

3 - REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES

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recognition is set forth in the table below (in thousands):

OF REVENUE FROM CONTRACT WITH CUSTOMERS

Product revenue:

Appliance sales

SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS

Product revenue

Total product revenue

Service revenue

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Sponsorship/seminar/other

service revenue

revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment

of the related products occurs.

revenue disclosed above for the year ended December 31, 2022, includes a cumulative adjustment from prior years of approximately

$ 0.4 million decrease.

revenue from subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services

are performed and the performance obligations completed.

Revenue disclosed above for year ended December 31, 2022, includes a cumulative

adjustment from prior years of approximately $ 0.1 million increase.

Total service revenue

Total revenue

revenue from the sale of appliances and guides is typically fixed at the inception of the contract and is recognized at the point

in time when shipment of the related products occurs.

revenue from the sale of VIP enrollments, billing services and therapy is typically fixed at the inception of the contract and is

recognized ratably over time as the services are performed and the performance obligations completed.

in Contract Liabilities

key components of changes in contract liabilities for the years ended December 31, 2023 and 2022 are as follows (in thousands):

OF CONTRACT LIABILITY

key components of changes in contract liabilities for years ended December 31, 2024 and 2023 are as follows (in thousands):

SCHEDULE OF CONTRACT LIABILITY

Beginning balance, January 1

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Ending balance, December 31

portion of deferred revenue is approximately $ 2.1 million, which is expected to be recognized over the next 12 months from the date of

the period presented.

Additionally, revenue from breakage on contract liabilities was approximately $ 0.5 and $ 1.6 million for the years

ended December 31, 2023 and 2022.

current portion of deferred revenue is approximately $ 0.9 million, which is expected to be recognized over the next 12 months from the

date of the period presented.

Additionally, revenue from breakage on contract liabilities was approximately $ 1.7 and $ 0.7 million for

the years ended December 31, 2024 and 2023 respectively.

in Accounts Receivable

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Receivables from customers were $ 0.4 million at December 31,

2023, a decrease of $ 0.3 million from $ 0.5 million at December 31, 2022.

An allowance is maintained for accounts receivable which is

generally based on a combination of factors, including the aging of the receivables, historical collection trends, and charge-offs.

to the allowance are recorded in bad debt expense under general and administrative expenses in the consolidated statement of

An allowance of $ 0.3 and $ 0.7 million existed as of December 31, 2023 and 2022.

costs for product deliveries to customers are expensed as incurred and totaled approximately $ 0.2 million for the year ended December

31, 2023, and approximately $ 0.2 million for the year ended December 31, 2022.

Shipping costs for product deliveries to customers are

included in cost of goods sold in the accompanying consolidated statement of operations.

2024, $ 0.2 million at December 31, 2023 and $ 0.5 million at January 1, 2023.

Adjustment to the allowance are recorded in bad debt expense

under general and administrative expenses in the consolidated statement of operations.

An allowance of $ 0.4 and $ 0.3 million existed

as of December 31, 2024 and 2023.

4 - PROPERTY AND EQUIPMENT, NET

of December 31, 2024 and 2023, property and equipment consist of the following (in thousands):

OF PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

Furniture and equipment

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Construction in progress

Molds and other

Gross property and equipment

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Net Property and equipment

improvements relate to the Vivos Institute (the Company’s 15,000

square foot facility where the Company provides advanced post-graduate education and certification to dentists, dental teams, and

other healthcare professionals in a live and hands-on setting) and the two Company-owned dental centers in Colorado.

depreciation and amortization expense was $ 0.7

and $ 0.6 million for the years ended December 31, 2023 and 2022, respectively.

improvements relate to the Vivos Institute (a 15,000 square foot facility where we provide advanced post-graduate education and certification

to dentists, dental teams, and other healthcare professionals in a live and hands-on setting) and the two Company-owned dental centers

Total depreciation and amortization expense was $ 0.6 million for the years ended December 31, 2024 and 2023.

5 - GOODWILL AND INTANGIBLE ASSETS

of $ 2.8 million as of December 31, 2024 and 2023, consist of the following acquisitions (in thousands):

SCHEDULE OF GOODWILL

Empowered Dental

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of December 31, 2024 and 2023, identifiable intangible assets were as follows (in thousands):

OF IDENTIFIABLE INTANGIBLES

SCHEDULE OF IDENTIFIABLE INTANGIBLES

Patents and developed technology

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amortization of identifiable intangible assets is as follows (in thousands):

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS

of December 31,

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE ASSETS

As of December 31,

6 - OTHER FINANCIAL INFORMATION

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Accrued legal and other

Lab rebate liabilities

Total accrued expenses

Accrued sales tax

Total accrued liabilities

7 – PREFERRED STOCK

Company’s Board of Directors has authority to issue up to 50,000,000 shares of Preferred Stock.

At December 31, 2020, all previously

issued shares of Preferred Stock had been redeemed or converted to shares of Common Stock.

As of December 31, 2023, the Company’s

Board of Directors continues to have the authority to designate up to 50,000,000 shares of Preferred Stock in various series that provide

for liquidation preferences, and voting, dividend, conversion, and redemption rights as determined at the discretion of the Board of

of December 31, 2024, our Board of Directors continues to have the authority to designate up to 50,000,000 shares of Preferred Stock

in various series that provide for liquidation preferences, and voting, dividend, conversion, and redemption rights as determined at

the discretion of the Board of Directors.

8 – COMMON STOCK

Company is authorized to issue 200,000,000 shares of Common Stock.

are authorized to issue 200,000,000 shares of Common Stock.

Holders of Common Stock are entitled to one vote for each share held.

The Company’s Board of Directors may declare dividends payable to the holders of Common Stock.

January 9, 2023, the Company closed a private placement (the “January 2023 Private Placement”) pursuant to which the Company

agreed to issue and sell 80,000 shares of Common Stock, Pre-Funded Warrants to purchase up to an aggregate of 186,667 shares of Common

Stock and Common Stock Purchase Warrants to purchase up to an aggregate of 266,667 shares of Common Stock for net proceeds of approximately

$ 7.4 million.

Board of Directors may declare dividends payable to the holders of Common Stock.

Stock Transactions During the Periods Presented

January 9, 2023, we closed a private placement (the “January 2023 Private Placement”) pursuant to which we agreed to issue

and sell 80,000 shares of Common Stock, Pre-Funded Warrants to purchase up to an aggregate of 186,667 shares of Common Stock and Common

Stock Purchase Warrants to purchase up to an aggregate of 266,667 shares of Common Stock for net proceeds of approximately $ 7.4 million.

Issuance costs associated with the January 2023 Private Placement were approximately $ 0.6 million.

February 28, 2023, the Company acquired certain U.S.

and international patents, patent applications, trademarks, product rights, and

other miscellaneous intellectual property from AFD.

Pursuant to the asset acquisition the Company agreed to issue 10,000 shares of Common

Stock in addition to cash consideration of $ 50,000 .

As a result of this transaction the Company recorded intangible assets of approximately

$ 0.2 million.

As part of the Asset Purchase Agreement, the Company agreed to a future earnout payment consideration based on a sliding-scale

percentage on the volume of future sales, as well as a cash payment of $ 0.2 million upon the achievement of specified milestones.

the Company’s accounting policy, the contingent consideration obligation will be recorded as the contingency is resolved and the

consideration is paid or becomes payable.

addition, the Company entered into an employment agreement with Dr.

Scott Simonetti, DDS, the founder and Chief Executive Officer of

AFD, as part-time Senior Director of Research and Development for an annual salary of approximately $ 0.1 million and a five-year warrant

to purchase up to 16,000 shares of Common Stock with an exercise price of $ 15.25 per share;

provided, however, that the shares of Common

Stock underlying such warrant are subject to vesting only upon the achievement of specified milestones related to new FDA authorizations

for the intangible assets acquired.

disclosed above, on October 25, 2023 (the “Effective Date”), the Company effected a Reverse Stock Split of its outstanding

shares of common stock at a ratio of 1-for-25 .

As of the Effective Date, every twenty-five shares of the Company’s issued and outstanding

Common Stock was combined into one share of Common Stock.

As a result, the Company’s issued and outstanding Common Stock on the

Effective Date was proportionally reduced from approximately 29,928,786 shares to approximately 1,197,258 shares.

The ownership percentage

of each of the Company’s stockholders remained unchanged, other than as a result of fractional shares.

No fractional shares of

Common Stock were issued in connection with the Reverse Stock Split, and stockholders that would hold a fractional share of Common Stock

as a result of the Reverse Stock Split had such fractional shares of Common Stock rounded up to the nearest whole share of Common Stock.

November 2, 2023, the Company closed a private placement (the “November 2023 Private Placement”) with an institutional investor

pursuant to which the Company sold an aggregate of $ 4,000,003

of securities in a private placement consisting

of (i) 130,000

shares of Common Stock, (ii) a pre-funded warrant

to purchase 850,393

shares of Common Stock at an exercise price of

per share, (iii) a five-year Series A Common

Stock Purchase Warrant to purchase up to 980,393

shares of Common Stock with an exercise price

per share and (iii) an 18-month Series B Common

Stock Purchase Warrant (the “Series B Warrant”) to purchase up to 980,393 shares of Common Stock with an exercise

price of $ 3.83 per share.

Issuance costs associated with the November 2023 Private Placement were approximately $ 0.5 million.

14, 2024, the Company entered into a warrant inducement letter agreement (the “Inducement Agreement”) with the same institutional

February 28, 2023, we acquired certain U.S.

and international patents, patent applications, trademarks, product rights, and other miscellaneous

intellectual property from AFD.

Pursuant to the asset acquisition, we agreed to issue 10,000 shares of Common Stock in addition to cash

consideration of $ 50,000 .

As a result of this transaction, we recorded intangible assets of approximately $ 0.2 million.

As part of the

associated Asset Purchase Agreement, we agreed to a future earnout payment consideration based on a sliding-scale percentage on the volume

of future sales, as well as a cash payment of $ 0.2 million upon the achievement of specified milestones.

Per our accounting policy, the

contingent consideration obligation will be recorded as the contingency is resolved and the consideration is paid or becomes payable.

addition, we entered into an employment agreement with Dr.

Scott Simonetti, DDS, the founder and Chief Executive Officer of AFD, as part-time

Senior Director of Research and Development for an annual salary of approximately $ 0.1 million and a five-year warrant to purchase up

to 16,000 shares of Common Stock with an exercise price of $ 15.25 per share;

provided, however, that the shares of Common Stock underlying

such warrant are subject to vesting only upon the achievement of specified milestones related to new FDA authorizations for the intangible

assets acquired.

disclosed above, on October 25, 2023 (the “Effective Date”), we effected a Reverse Stock Split of its outstanding shares

of common stock at a ratio of 1-for-25 .

As of the Effective Date, every twenty-five shares of our issued and outstanding Common Stock

was combined into one share of Common Stock.

As a result, our issued and outstanding Common Stock on the Effective Date was proportionally

reduced from approximately 29,928,786 shares to approximately 1,197,258 shares.

The ownership percentage of each of our stockholders

remained unchanged, other than as a result of fractional shares.

No fractional shares of Common Stock were issued in connection with

the Reverse Stock Split, and stockholders that would hold a fractional share of Common Stock as a result of the Reverse Stock Split had

such fractional shares of Common Stock rounded up to the nearest whole share of Common Stock.

The number of shares of Common Stock available

for issuance under our equity incentive plans and the Common Stock issuable pursuant to outstanding equity awards and common stock purchase

warrants immediately prior to the Reverse Stock Split were proportionately adjusted by the ratio of the Reverse Stock Split.

prices of such outstanding options and warrants were also adjusted in accordance with their respective terms.

The number of authorized

shares of common stock was not affected by the Reverse Stock Split.

November 2, 2023, we closed a private placement (the “November 2023 Private Placement”) with an institutional investor pursuant

to which we sold an aggregate of $ 4.0 million of securities in a private placement consisting of (i) 130,000 shares of Common Stock,

(ii) a pre-funded warrant to purchase 850,393 shares of Common Stock at an exercise price of $ 0.0001 per share, (iii) a five-year Series

A Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock with an exercise price of $ 3.83 per share and (iii)

an 18-month Series B Common Stock Purchase Warrant (the “Series B Warrant”) to purchase up to 980,393 shares of Common Stock

with an exercise price of $ 3.83 per share.

Issuance costs associated with the November 2023 Private Placement were approximately $ 0.5

December 2023, 437,393 of the 850,393 pre-funded warrants granted on November 2, 2023 were exercised.

In January 2024, the remaining

413,000 pre-funded warrants were exercised.

February 14, 2024, we entered into a warrant inducement letter agreement (the “Inducement Agreement”) with the same institutional

investor in the November 2023 Private Placement pursuant to which the investor agreed to exercise for cash the entirety of the Series

B Warrant at an exercise price of $ 4.02 per share (with such exercise price being established for purposes of compliance with the listing

rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $ 4.0 million.

Pursuant to the Inducement

Agreement, in consideration for the immediate exercise of the Series B Warrant in full, the Company agreed to issue to the investor, in

a new private placement transaction (the “Inducement Transaction”):

(i) a 5-year, Series B-1 Common Stock Purchase Warrant

to purchase 735,296 shares of the Company’s common stock at an exercise price of $ 5.05 per share, and (ii) an 18-month, Series B-2

common stock purchase warrant to purchase 735,296 shares of our common stock at an exercise price of $ 5.05 per share (collectively, the

“Inducement Warrants” and such aggregate 1,470,592 shares of the Company’s common stock underlying the Inducement Warrants,

the “Inducement Warrant Shares”).

The Inducement Warrants are identical to each other, other than their dates of expiration,

and are substantially identical to the Series B Warrant.

number of shares of Common Stock available for issuance under the Company’s equity incentive plans and the Common Stock issuable

pursuant to outstanding equity awards and common stock purchase warrants immediately prior to the Reverse Stock Split were proportionately

adjusted by the ratio of the Reverse Stock Split.

The exercise prices of such outstanding options and warrants were also adjusted in

accordance with their respective terms.

The number of authorized shares of common stock was not affected by the Reverse Stock Split.

rules of the Nasdaq Stock Market), resulting in gross proceeds to us of approximately $ 4.0 million.

Pursuant to the Inducement Agreement,

in consideration for the immediate exercise of the Series B Warrant in full, we agreed to issue to the investor, in a new private placement

transaction (the “Inducement Transaction”):

(i) a 5-year, Series B-1 Common Stock Purchase Warrant to purchase 735,296 shares

of our common stock at an exercise price of $ 5.05 per share, and (ii) an 18-month, Series B-2 common stock purchase warrant to purchase

735,296 shares of our common stock at an exercise price of $ 5.05 per share (collectively, the “Inducement Warrants” and such

aggregate 1,470,592 shares of our common stock underlying the Inducement Warrants, the “Inducement Warrant Shares”).

Inducement Warrants are identical to each other, other than their dates of expiration, and are substantially identical to the Series

Issuance costs associated with the February inducement were approximately $ 0.3 million.

June 10, 2024 we, entered into a securities purchase agreement (the “SPA”) with V-CO Investors LLC, a Wyoming limited liability

company (“V-CO”).

V-CO is an affiliate of New Seneca Partners Inc., a Michigan corporation (“Seneca”), an independent

private equity firm.

Pursuant to the SPA, we sold to V-CO in a private placement offering (the “Private Placement”):

169,498 shares (the “Shares”) of our Common Stock, (ii) a pre-funded warrant to purchase 3,050,768 shares of Common Stock

(the “Pre-Funded Warrant”, with the shares of Common Stock underlying the Pre-Funded Warrant being referred to as the “PFW

Shares”), and (iii) a Common Stock Purchase Warrant to purchase up to 3,220,266 shares of Common Stock (the “Common Stock

Purchase Warrant, and together with the Pre-Funded Warrant, the “Warrants”, and with the shares of Common Stock underlying

the Common Stock Purchase Warrant being referred to as the “Warrant Shares”).

paid a purchase price of $ 2.329 for each Share and Pre-Funded Warrant Share and associated Common Stock Purchase Warrant, with such price

being established for purposes of compliance with the listing rules of the Nasdaq Stock Market LLC.

The Private Placement closed on September

We received gross proceeds of $ 7,500,000 from the Private Placement.

We intend to use the net proceeds from the Private Placement

for general working capital and general corporate purposes.

No placement agent was used in connection with the Private Placement.

Common Stock Purchase Warrant has a five year term, an exercise price of $ 2.204 per share and became exercisable immediately as of the

date of issuance.

The Pre-Funded Warrant has a term ending on the complete exercise of the Pre-Funded Warrant, an exercise price of $ 0.0001

per share and became exercisable immediately as of the date of issuance.

The Warrants also contain customary stock-based (but not price-based)

anti-dilution protection as well as beneficial ownership limitations that may be waived at the option of each holder upon 61 days’

notice to the Company.

SPA provides that for a period of three (3) years from the closing of the offering, Seneca shall be entitled to (i) receive notice of

any regular or special meeting of our board of directors (the “Board”) at the time such notice is provided to the members

of the Board, (ii) receive copies of any materials delivered to our directors in connection with such meetings and (iii) allow one Seneca

representative (who shall be an officer or employee of Seneca) to attend and participate (but not vote) in all such meetings of the Board.

The SPA also includes standard representations, warranties, indemnifications, and covenants of the Company and V-CO.

terms of the SPA require us to file a registration statement on Form S-3 or other appropriate form (the “Resale Registration Statement”)

registering the Shares, the PFW Shares and the Warrant Shares (collectively, the “Registerable Securities”) for resale.

Resale Registration Statement was filed with the SEC on July 30, 2024, and was declared effective by the SEC on August 7, 2024.

to the SPA, we must also use its commercially reasonable efforts to keep the Resale Registration Statement continuously effective (including

by filing a post-effective amendment to the Resale Registration Statement or a new registration statement if the Resale Registration

Statement expires) for a period of three (3) years after the date of effectiveness of the Resale Registration Statement or for such shorter

period as such securities no longer constitute Registrable Securities, subject to certain limitations specified in the SPA.

September 18, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional

investors in connection with a registered direct offering (the “Offering”), priced at-the-market under Nasdaq Stock Market

rules, to purchase 1,363,812 shares (the “Shares”) of our common stock, par value $ 0.0001 per share (“Common Stock”)

at a purchase price of $ 3.15 per Share.

No common stock purchase warrants were offered or issued to investors in the Offering.

closed on September 20, 2024.

Wainwright & Co., LLC, pursuant to an engagement agreement with us, dated May 2, 2024 and amended on August 2, 2024 (as amended,

the “Engagement Agreement”), acted as the exclusive placement agent (the “Placement Agent”) for the Offering.

Pursuant to the Engagement Agreement, we have paid the Placement Agent (i) a cash fee equal to 7.0% of the aggregate gross proceeds of

the Offering, and (ii) a management fee of 1.0% of the aggregate gross proceeds of the Offering.

We have also agreed to reimburse the

Placement Agent for certain expenses and legal fees.

In addition, we issued to the Placement Agent, or its designees warrants (the “Placement

Agent Warrants”) to purchase up to 95,467 shares of Common Stock (or 7% of the number of Shares sold in the Offering) at an exercise

price of $ 3.9375 per share of Common Stock, exercisable beginning upon issuance until five years from the commencement of sales in the

gross proceeds to us from the Offering were approximately $ 4.3 million, before deducting the Placement Agent’s fees and other offering

expenses payable by us.

We intend to use the net proceeds from the offering for working capital and general corporate purposes.

Shares were issued pursuant to an effective shelf registration statement on Form S-3 that was filed with the SEC (File No.

on February 7, 2022 and declared effective on February 14, 2022.

A prospectus supplement relating to the Offering has been filed with

Purchase Agreement contains customary representations, warranties and agreements of the Company and the investors and customary indemnification

rights and obligations of the parties.

Pursuant to the terms of the Purchase Agreement, we agreed to certain restrictions on the issuance

and sale of our shares of Common Stock and securities convertible into shares of Common Stock for a period of 30 days following the closing

of the Offering.

We also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Purchase Agreement)

until one year following the closing of the Offering, subject to certain exceptions.

December 22, 2024, we entered into a securities purchase agreement (the “December 2024 SPA”) with certain institutional investors

(who are the selling stockholders named herein) in connection with a registered direct offering, priced at-the-market under Nasdaq Stock

Market rules, to purchase 709,220 shares of Common Stock and, in a concurrent private placement (collectively, with the registered direct

offering, the “December 2024 Offering”), warrants (the “December 2024 Warrants”) to purchase up to 709,220 shares

of Common Stock (the shares of Common Stock issuable upon exercise of the December 2024 Warrants, the “December 2024 Warrant Shares”).

The combined purchase price per share for the December 2024 Warrants is $ 4.935 .

The December 2024 Warrants are immediately exercisable

upon issuance, will expire two years following the issuance date and have an exercise price of $ 4.81 per share.

agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC,

covering the resale of the December 2024 Warrants Shares within 30 calendar days following the date of the December 2024 SPA and to use

commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within 90 days following the

closing of the December 2024 Offering.

to the HCW Engagement Agreement dated May 2, 2024, as amended on August 2, 2024 and December 22, 2024 with us, HCW acted as the Placement

Agent for the December 2024 Offering.

Pursuant to the HCW Engagement Agreement, we have (i) paid the Placement Agent a cash fee equal

to 7.0% of the aggregate gross proceeds of the December 2024 Offering, (ii) paid the Placement Agent a management fee of 1.0% of the

aggregate gross proceeds of the December 2024 Offering, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.

In addition, upon the exercise of any December 2024 Warrants for cash, we have agreed to (i) pay the Placement Agent a cash fee equal

to 7.0% of the aggregate exercise price paid in cash, (ii) pay the Placement Agent a management fee of 1.0% of the aggregate exercise

price paid in cash and (iii) issue to the Placement Agent or its designees warrants to purchase shares of Common Stock representing 7%

of the shares of Common Stock underlying the December 2024 Purchase Warrants that have been exercised.

have also issued to the Placement Agent or its designees (who are among the selling stockholders named herein) warrants (the “December

2024 PA Warrants”) to purchase up to 95,467 shares of Common Stock (or 7% of the number of shares sold in the December 2024 Offering)

at an exercise price of $ 6.1688 per share of Common Stock, exercisable beginning upon issuance until two years following the issuance

We registered the Common Stock underlying the December 2024 PA Warrants for public resale pursuant to the registration statement

filed on January 31, 2025.

gross proceeds from the December 2024 Offering were approximately $ 3.5 million, before deducting the Placement Agent’s fees and

other offering expenses payable by us of approximately $ 0.5 million.

As of December 31, 2024 and 2023 all warrants outstanding have been classified as equity and recorded at fair values

of the date of issuance on the Company’s consolidated balance sheets and there have been no further adjustments to their issuance

date valuation, The guidance in this ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity, has

been considered in making this assessment.

9 – STOCK OPTIONS AND WARRANTS

2017, the Company’s shareholders approved the adoption of a stock and option award plan (the “2017 Plan”), under which

shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards.

The 2017 Plan permits

grants of equity awards to employees, directors, consultants and other independent contractors.

The Company’s shareholders have

approved a total reserve of 53,333 shares of Common Stock for issuance under the 2017 Plan.

April 2019, the Company’s shareholders approved the adoption of a stock and option award plan (the “2019 Plan”), under

which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards.

The 2019 Plan

permits grants of equity awards to employees, directors, consultants and other independent contractors.

The Company’s shareholders

originally approved a total reserve of 13,333 shares of Common Stock for issuance under the 2019 Plan.

At each of the Company’s

annual meeting of stockholders held in 2020 and 2021, the Company’s stockholders approved amendments to the 2019 Plan to increase

the number of shares of Common Stock available for issuance thereunder by an aggregate of 81,334 shares of Common Stock such that, after

such amendments, and prior to any grants, 94,667 shares of Common Stock were available for issuance.

September 22, 2023, stockholders approved an amendment to the Company’s 2019 Plan to increase the number of shares of Company common

stock authorized to be issued pursuant to the 2019 Plan by 80,000 shares from an aggregate of 94,667 shares to an aggregate of 174,667

the years ended December 31, 2023 and 2022, the Company issued stock options to purchase 16,000 and 78,967 shares of Common Stock at

a weighted average exercise price of $ 9.98 and $ 25.25 per share respectively, to certain members of the Board of Directors, employees

and consultants.

The stock options allow the holders to purchase shares of Common Stock at prices between $ 8.50 and $ 187.50 per share.

Options for the purchase of 33,553 and 48,254 shares of common stock expired as of December 31, 2023 and 2022, respectively.

The following

table summarizes all stock options as of December 31, 2023 and 2022 (shares in thousands):

2017, our shareholders approved the adoption of a stock and option award plan (the “2017 Plan”), under which shares were

reserved for future issuance for Common Stock options, restricted stock awards and other equity awards.

The 2017 Plan permits grants

of equity awards to employees, directors, consultants and other independent contractors.

Our shareholders have approved a total reserve

of 53,333 shares of Common Stock for issuance under the 2017 Plan.

September 22, 2023, our stockholders approved an amendment and restatement of the 2019 Plan to increase the number shares or our Common

Stock available for issuance thereunder by 80,000 shares of Common Stock such that, after amendment and restatement of the 2019 Plan,

126,667 shares of Common Stock are available for issuance under the 2019 Plan.

As of December 31, 2024, awards (in the form of options)

for an aggregate of 174,380 shares of Common Stock have been issued under our 2019 Plan.

A total of 287 shares remaining for issuance

were retired with the approval and adoption of the 2024 Omnibus Plan (as further described below).

November 26, 2024, our shareholders approved and adopted the Vivos Therapeutics, Inc.

2024 Omnibus Equity Incentive Plan (or the “2024

Omnibus Plan”).

The 2024 Omnibus Plan automatically replaced and superseded the 2019 Plan.

Under the 2024 Omnibus Plan, a total

of 1,600,000 shares are available for future use.

No awards are to be granted under the 2019 Plan or any other prior plan on or after

the effective date of the 2024 Omnibus Plan and after the 2024 Omnibus Plan became effective any unused shares left in the 2019 Plan

are to be retired.

We anticipate that the 1,600,000 shares will allow the 2024 Omnibus Plan to operate for several years, although this

could change based on other factors, including but not limited to merger and acquisition activity.

The purpose of the 2024 Omnibus Plan

is to promote the success and enhance the value of the Company by linking the personal interest of the participants to those of our stockholders

by providing the participants with an incentive for outstanding performance.

Any non-employee director, officer, employee or consultant

of the Company or its subsidiaries or affiliates will be eligible to participate in the 2024 Omnibus Plan.

As of December 31, 2024, we

had five non-employee directors, two officers, 110 employees and three consultants, although we expect that, based on our current usage,

awards will be generally limited to approximately five non-employee directors, two officers ten employees, and three consultants.

2024 Omnibus Plan provides for the grant of options to purchase shares of our Common Stock, including stock options intended to qualify

as incentive stock options (“ISOs”) under Section 422 of the Code and nonqualified stock options that are not intended to

so qualify (“NQSOs”), stock appreciation rights (“SARs”), restricted stock awards, and other equity-based or

equity-related awards including restricted stock units and performance units (each, an “Award”).

As of December 31, 2024,

awards (in the form of options) for an aggregate of 1,020,487 shares of Common Stock have been issued under our 2024 Omnibus Plan.

following table summarizes all stock options as of December 31, 2024 and 2023 (shares in thousands):

SCHEDULE OF STOCK OPTIONS

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the weighted average remaining contractual term until the stock options expire.

of December 31, 2023, and 2022 the aggregate intrinsic value of stock options outstanding was approximately $ 65,500 .

of December 31, 2023, and 2022 the aggregate intrinsic value of exercisable stock options was approximately $ 24,600 .

the year ended December 31, 2023 and 2022, the valuation assumptions for stock options granted under the 2017 Plan and the 2019 Plan were

estimated on the date of grant using the BSM option-pricing model with the following weighted-average assumptions:

of December 31, 2024, and 2023 the aggregate intrinsic value of stock options outstanding was $ 0 .

of December 31, 2024, and 2023 the aggregate intrinsic value of exercisable stock options was $ 0 .

the year ended December 31, 2024 and 2023, the valuation assumptions for stock options granted under the 2017 Plan, the 2019 Plan and

2024 Omnibus Plan were estimated on the date of grant using the BSM option-pricing model with the following weighted-average inputs and

SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE

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Dividend yield

on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the years ended

December 31, 2023 and 2022 was $ 9.89 and $ 25.25 , respectively.

the years ended December 31, 2023 and 2022, the Company recognized approximately $ 1.1

million, respectively, of share-based compensation expense relating to the vesting of stock options.

Unrecognized expense relating

to these awards as of December 31, 2023 and 2022 was approximately $ 1.8

million, respectively, which will be recognized over the weighted average remaining term of 3.7

years, respectively.

following table sets forth activity with respect to the Company’s warrants to purchase Common Stock for the years ended December

31, 2023 and 2022 (shares in thousands):

on the inputs and assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the

years ended December 31, 2024 and 2023 was $ 2.82 and $ 9.89 , respectively.

the years ended December 31, 2024 and 2023, we recognized approximately $ 0.8 and $ 1.1 million, respectively, of share-based compensation

expense reported under general and administrative expense in the income statement.

Unrecognized expense relating to these awards as of

December 31, 2024 and 2023 was approximately $ 3.5 and $ 1.8 million, respectively, which will be recognized over the weighted average

remaining term of 8.5 and 3.7 years, respectively.

is a summary of our warrants outstanding for the years ended December 31, 2024 and 2023 (shares in thousands):

SCHEDULE OF WARRANT OUTSTANDING

1 unchanged sentence

Grants of warrants:

Consultants for services

Private placement

Consultants for services

Warrant inducement

Outstanding, at December 31

2 unchanged sentences

the weighted average remaining contractual term until the warrants expire.

February 2023, the Company granted warrants to consultants in exchange for business development, product development and distribution.

Warrants issued in February 2023 provide for the purchase of an aggregate of 84,000 shares of common stock at an exercise price of

$ 22.75 and $ 15.25 per share with a fair value of approximately $ 1.3 million which will be recognized upon the achievement of performance

metrics and milestones.

In June 2023, the Company granted warrants to consultants in exchange for services.

Warrants issued in June

2023 provide for the purchase of an aggregate of 1,500 shares of common stock at an exercise price of $ 10.25 per share at a fair

value of approximately $ 0.1 million which will be recognized upon the achievement of performance metrics and milestones.

2023, the Company granted warrants to consultants in exchange for services.

Warrants issued in August 2023 provide for the purchase

of an aggregate of 900 shares of common stock at an exercise price of $ 8.50 per share at a fair value of approximately less than

$ 0.1 million which will be recognized per the vesting schedule.

For the years ended December 31, 2023 and 2022, the Company recognized

expense of $ 0.7 million, respectively.

January 2023, the Company granted warrants in connection with a private placement consisting of pre-funded warrants to purchase up

to an aggregate of 186,667 shares of common stock at an exercise price of $ 0.0001 per share, and warrants to purchase up to an aggregate

of 266,667 shares of common stock at an exercise price of $ 30 per share with a fair value of approximately $ 14.5 million which was

recognized as warrant liability at the time of issuance.

In November 2023, the Company amended the warrants to modify the provisions

that had required them to be previously classified as liabilities and enabled them to be classified as equity under the relevant

accounting standards (see note 14).

Additionally, in November 2023, the Company granted warrants in connection with a private placement

consisting of pre-funded warrants to purchase up to an aggregate of 850,393 shares of common stock at an exercise price of $ 0.0001

per share, and warrants to purchase up to an aggregate of 1,960,786 shares of common stock at an exercise price of $ 3.83 per share

with a relative fair value of approximately $ 3.8 million which was recorded to additional paid-in capital at the time of issuance.

March 2023, the Company issued an aggregate of 186,667 shares of common stock from the exercise of warrants previously issued in

January 2023.

In December 2023, the Company issued an aggregate of 437,393 shares of common stock from the exercise of warrants previously

issued in November 2023.

of December 31, 2023 and 2022, the aggregate intrinsic value of warrants outstanding was $ 19.2 million, and $ 0 , respectively.

of December 31, 2023 and 2022, the aggregate intrinsic value of warrants exercisable was $ 19.2 million, and $ 0 respectively.

of December 31, 2024, the aggregate intrinsic value of warrants outstanding was $ 0 million.

of December 31, 2024, the aggregate intrinsic value of warrants exercisable was $ 0 million.

the years ended December 31, 2024 and 2023, the valuation assumptions for warrants issued were estimated on the measurement date using

the BSM option-pricing model with the following weighted-average assumptions:

the BSM option-pricing model with the following weighted-average input and assumptions:

SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE

Measurement date

closing price of Common Stock (1)

Measurement date closing price of Common Stock (1)

Contractual term (years) (2)

3 unchanged sentences

valuation of warrants is based on the expected term.

10 - RELATED PARTY TRANSACTIONS

the years ended December 31, 2023 and 2022, options for the purchase of 16,000 and 79,000 , respectively, of common stock were granted

to the Company’s directors, officers, employees and consultants.

10 - INCOME TAXES

4 unchanged sentences

Loss before income taxes

the years ended December 31, 2023 and 2022, , the Company did not recognize any current or deferred income tax expense due to a valuation

allowance against all of its net deferred income tax assets.

the years ended December 31, 2024 and 2023, we did not recognize any current or deferred income tax expense due to a valuation allowance

against all of its net deferred income tax assets.

reconciliation between the income tax benefit computed by applying the statutory U.S.

2 unchanged sentences

2023 (in thousands):

OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES

Income tax (benefit) computed at

federal statutory rate

PPP loan forgiveness

SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES

Income tax benefit computed at federal statutory rate

Apportioned state income tax benefit

Other permanent differences

State tax expenses

Prior year adjustment to state net operating

loss carryforward

Nontaxable gain on change in fair value of

warrants, net of issuance costs

Prior year adjustment to state net operating loss carryforwards

Non-qualified stock option cancellations

Change in valuation

Nontaxable gain on change in fair value of warrants, net of issuance costs

Change in valuation allowance

Total income tax benefit

6 unchanged sentences

Property, equipment and intangibles

Total deferred tax assets before valuation

Total deferred tax assets before valuation allowance

Valuation allowance

Total deferred income

tax assets after valuation allowance

Deferred tax liabilities:

Total deferred income

tax liabilities

Net deferred tax assets

and liabilities

assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing

deferred tax assets.

A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception.

objective evidence limits the ability to consider other subjective evidence such as our projections for future growth.

On the basis of

this evaluation, as of December 31, 2023, a valuation allowance of $ 19.3 million has been recorded to record the deferred tax asset that

is more likely than not to be realized.

For the years ended December 31, 2023 and 2022, the valuation allowance increased by $ 3.7 million

and $ 4.8 million, respectively.

of December 31, 2023, the Company has federal net operating loss (“NOL”) carryforwards of $ 72.4 million.

The Company also

has various state NOL carry forwards.

The determination of the state NOL carryforwards is dependent upon the apportionment percentages

and state laws that can change from year to year and impact the amount of such carryforwards.

If federal NOL carryforwards are not utilized,

approximately $ 3.3 million will expire in 2036 and 2037.

As of December 31, 2023, the remaining federal NOL carryforward of $ 69.1 million

has no expiration date.

and state laws impose substantial restrictions on the utilization of NOL carryforwards if the Company experiences significant ownership

changes as defined in Section 382 of the Internal Revenue Code (“IRC”).

Pursuant to IRC Section 382, annual use of the Company’s

NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% among 5% or greater shareholders (or

shareholder groups) over any three-year period.

The Company is not currently utilizing its federal and state NOL carryforwards and has

not completed a formal study to determine if any past ownership changes may have triggered limitations under IRC Section 382..

The Company’s

ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change

in connection with future changes in the Company’s stock ownership.

does not believe there are any significant uncertain tax positions as of and for the years ended December 31, 2023 and 2022.

Total deferred income tax assets after valuation allowance

Deferred tax liabilities - ROU assets and other

Net deferred tax assets and liabilities

assesses the available positive and negative evidence to estimate if it is more likely than not that sufficient future taxable income

will be generated to realize the existing deferred tax assets.

A significant piece of objective negative evidence evaluated was the cumulative

net loss incurred since inception.

Such objective evidence limits the ability to consider other subjective evidence such as our projections

for future growth.

On the basis of this evaluation, a valuation allowance of $ 20.4 million was recognized as of December 31, 2024.

the years ended December 31, 2024 and 2023, the valuation allowance increased by $ 1.1 million and $ 3.7 million, respectively.

of December 31, 2024, we have federal net operating loss (“NOL”) carryforwards of $ 83.8 million.

We also have various state

NOL carry forwards.

The determination of the state NOL carryforwards is dependent upon the apportionment percentages and state laws that

can change from year to year and impact the amount of such carryforwards.

If federal NOL carryforwards are not utilized, approximately

$ 3.3 million will expire in 2036 and 2037.

As of December 31, 2024, the remaining federal NOL carryforward of $ 80.5 million has no expiration

and state laws impose substantial restrictions on the utilization of NOL carryforwards if we experience significant ownership changes

as defined in Section 382 of the Internal Revenue Code (“IRC”).

Pursuant to IRC Section 382, annual use of our NOL carryforwards

may be limited in the event there is a cumulative change in ownership of more than 50% among 5% or greater shareholders (or shareholder

groups) over any three-year period.

We are not currently utilizing its federal and state NOL carryforwards and have not completed a formal

study to determine if any past ownership changes may have triggered limitations under IRC Section 382.

Our ability to use our remaining

NOL carryforwards may be further limited if we experience an IRC Section 382 ownership change in connection with future changes in our

stock ownership.

do not believe there are any significant uncertain tax positions as of and for the years ended December 31, 2024 and 2023.

no interest and penalties related to uncertain tax positions have been recognized for the years ended December 31, 2024 and 2023.

Company files income tax returns in the United States federal and various state jurisdictions.

The Company is no longer subject to income

tax examinations for federal income taxes before 2020 or for states before 2019.

Net operating loss carryforwards are subject to examination

in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute.

The amount subject

to disallowance is limited to the NOL utilized.

Accordingly, the Company may be subject to examination for prior NOL’s generated

as such NOL’s are utilized.

As of December 31, 2023, the Company has filed all appropriate foreign operation tax returns.

12 - COMMITMENTS AND CONTINGENCIES

December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of

the virus resulted in a world-wide pandemic.

By March 2020, the U.S.

economy had been largely shut down by mass quarantines and government

mandated stay-in-place orders (the “Orders”) to halt the spread of the virus, now widely acknowledged to have been generally

ineffective, and in many ways, harmful.

As a result, nearly all of these Orders have been relaxed or lifted, but there is considerable

uncertainty about whether the Orders will be reinstated should a new COVID-19 variant or entirely new virus emerge.

business was materially impacted by COVID-19 in 2020 and to some extent thereafter and through the early part of 2023 due to the actions

of governmental bodies that mandated quarantines and lockdowns that resulted in many of our VIPs and potential VIPs having to close their

The impact of COVID-19 on our business diminished somewhat as 2023 has progressed.

However, it appears that the latest COVID-19

subvariants evoke generally milder symptoms and do not pose the same health or economic threat as previous strains.

However, the residual

effects of the pandemic on dental workforce availability as well as patient precautionary measures continued to negatively impact our

VIP dental practices and our revenue across the U.S.

and Canada during 2022 and into 2023.

We believe new enrollments during 2023 continue

to be negatively impacted by the ongoing overall workforce uncertainties in the dental market.

In addition, new variants of COVID-19

continue to arise, and such variants may in the future cause an adverse effect on the dental market.

As such, the long-term financial

impact on our business of COVID-19 as well as these other matters cannot reasonably be fully estimated at this time.

Inflation, the War in Ukraine and Middle East

Company believes that as the U.S.

experiences a period of inflation, which has increased (and may continue to increase), the Company

and its suppliers’ costs as well as the end cost of the Company’s products to consumers may also increase.

The worldwide

supply chain constraints and economic and capital markets uncertainty arising out of Russia’s invasion of Ukraine in February

2022 and Hamas attacks on Israel in October of 2023 and Israel’s response have emerged as new barriers to long-term economic

If an economic recession or depression commences and is sustained, it could have a material adverse effect on our business

as demand for our products could decrease.

To date, the Company has been able to manage inflation risk without a material adverse

impact on its business or results of operations, and inflation has begun to abate somewhat during 2023.

However, inflationary

pressures (including increases in the price of raw material components of the Company’s appliances) made it necessary for the

Company to adjust its standard pricing for its appliance products effective May 1, 2022.

The full impact of such price adjustments

on sales or demand for the Company’s products is not fully known at this time and may require the Company to adjust other

aspects of its business as it seeks to grow revenue and, ultimately, achieve profitability and positive cash flow from

additional inflation-related risk is the Federal Reserve’s response, which up to this point has been to raise interest rates.

actions have, in times past, created unintended consequences in terms of the impact on housing starts, overall manufacturing, capital

markets, and banking.

If such disruptions become systemic, like in the recession of 2008, then the impact on the Company’s revenue,

earnings potential and access to capital of both inflation and inflation-fighting responses would be impossible to know or calculate.

conditions could cause an economic recession or depression to commence, and if such recession or depression is sustained, it could have

a material adverse effect on the Company’s business as demand for its products could decrease.

Such conditions have also had, and

may continue to have, an adverse effect on the capital markets, with public stock price decreases and volatility, which could make it

more difficult for the Company to raise needed capital at the appropriate time.

Company has entered into various operating lease agreements for certain offices, medical facilities and training facilities.

have original lease periods expiring between 2022 and 2029.

Most leases include an option to renew and the exercise of a lease renewal

option typically occurs at the discretion of both parties.

For purposes of calculating operating lease liabilities, lease terms are deemed

not to include options to extend the lease until it is reasonably certain that the Company will exercise that option.

January 2017, the Company entered into a commercial lease agreement for 2,220 square feet of office in Johnstown, Colorado that was to

commence on March 1, 2018 and end February 28, 2025.

As of January 1, 2022, the Company recorded an operating lease right of use asset

and lease liabilities of $ 0.3 million in the consolidated balance sheet representing the present value of minimum lease payments using

the Company’s incremental borrowing rate of 6.0 %.

May 2018, the Company entered into a commercial lease agreement for 3,643 square feet of office in Highlands Ranch, Colorado that was

to commence on November 1, 2018 and end on January 1, 2029.

As of January 1, 2022, the Company recorded an operating lease right of use

asset and lease liabilities of $ 0.8 million in the consolidated balance sheet representing the present value of minimum lease payments

using the Company’s incremental borrowing rate of 7.3 %.

October 2020, the Company entered into a commercial lease agreement for 4,800 square feet of office in Orem, Utah that was to commence

on January 1, 2021 and end on December 1, 2025.

As of January 1, 2022, the Company recorded an operating lease right of use asset and

lease liabilities of $ 0.6 million in the consolidated balance sheet representing the present value of minimum lease payments using the

Company’s incremental borrowing rate of 6.6 %.

April 2019, the Company entered into a commercial lease agreement for 3,231 square feet of office in Highlands Ranch, Colorado that was

to commence on May 1, 2019 and end on May 31, 2022.

As of January 1, 2022, the Company recorded an operating lease right of use asset

and lease liabilities of less than $ 0.1 million in the consolidated balance sheet representing the present value of minimum lease payments

using the Company’s incremental borrowing rate of 6.7 %.

April 2019, the Company entered into a commercial lease agreement for 14,732 square feet of office space for its former corporate headquarters

in Denver, Colorado that was to commence on September 23, 2020 and end on March 22, 2028.

As of January 1, 2022, the Company recorded

an operating lease right of use asset and lease liabilities of less than $ 1.4 million in the consolidated balance sheet representing

the present value of minimum lease payments using the Company’s incremental borrowing rate of 7.1 %.

April 2022, the Company entered into a commercial lease agreement for 8,253 square feet of office space for its corporate headquarters

in Littleton, Colorado that commenced May 16, 2022 and ends on November 15, 2027.

As of May 16, 2022, the Company recorded an operating

lease right of use asset and lease liabilities of less than $ 1.5 million in the consolidated balance sheet representing the present value

of minimum lease payments using the Company’s incremental borrowing rate of 10.6 %.

file income tax returns in the United States federal and various state jurisdictions.

We are no longer subject to income tax examinations

for federal income taxes before 2021 or for states before 2020.

Net operating loss carryforwards are subject to examination in the year

they are utilized regardless of whether the tax year in which they are generated has been closed by statute.

The amount subject to disallowance

is limited to the NOL utilized.

Accordingly, we may be subject to examination for prior NOL’s generated as such NOL’s are

As of December 31, 2024, we have filed all appropriate foreign operation tax returns.

have entered into various operating lease agreements for certain offices, medical facilities and training facilities.

These leases have

original lease periods expiring between 2022 and 2029 .

Most leases include an option to renew and the exercise of a lease renewal option

typically occurs at the discretion of both parties .

For purposes of calculating operating lease liabilities, lease terms are deemed not

to include options to extend the lease until it is reasonably certain that we will exercise that option.

As of December 31, 2024, we

are party to three leases in Colorado and one in Utah, these leases have an expiration date between 2025 and 2029.

addition to base rent in these leases, we also pay our proportionate share of the operating expenses, as defined in the leases.

payments are made monthly and adjusted annually to reflect actual charges incurred for operating expenses, such as common area maintenance,

taxes, and insurance.

of December 31, 2024 and 2023, the components of lease expense are as follows (in thousands):

1 unchanged sentence

Operating lease cost

Total net lease cost

Total operating lease cost

expense is recognized on a straight-line basis over the lease term.

3 unchanged sentences

of December 31, 2024 and 2023, the remaining lease terms and discount rate used are as follows (in thousands):

OF REMAINING LEASE TERMS AND DISCOUNT RATE

Weighted-average remaining lease

SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATE

Weighted-average remaining lease term (years)

Weighted-average discount rate

cash flow information related to leases as of December 31, 2024 and 2023 is as follows (in thousands):

RELATED TO LEASES

Cash flow classification

of lease payments:

Operating cash

flows from operating leases

of December 31, 2023 and 2022, the maturities of the Company’s future minimum lease payments were as follows (in thousands):

SCHEDULE OF RELATED TO LEASES

Cash flow classification of lease payments:

Cash paid for operating lease liabilities

of December 31, 2024 and 2023, the maturities of our future minimum lease payments were as follows (in thousands):

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

of December 31,

As of December 31,

Total lease payments

Imputed interest

12 – COMMITMENTS AND CONTINGENCIES

were no new material commitments or contingencies entered into during the year ended December 31, 2024 and 2023.

13 - NET LOSS PER SHARE OF COMMON STOCK

6 unchanged sentences

below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts):

OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING

SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING

Calculation of Numerator:

applicable to common stockholders

Loss applicable to common stockholders

Calculation of Denominator:

Weighted average number

of shares of Common Stock outstanding

loss per share of Common Stock (basic and diluted)

Weighted average number of shares of Common Stock outstanding

Net loss per share of Common Stock (basic and diluted)

of December 31, 2024 and 2023, the following potential Common Stock equivalents were excluded from the computation of diluted net loss

3 unchanged sentences

Common stock options

14 - FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS

Value Measurements

value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction

between market participants on the measurement date.

When determining fair value, the Company considers the principal or most advantageous

market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability.

applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization

within the hierarchy upon the lowest level of input that is available and significant to the measurement of fair value:

1-Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date

2-Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through

market collaboration, for substantially the full term of the asset or liability

3-Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby

allowing for situations in which there is little, if any market activity for the asset or liability at measurement date

of December 31, 2023 and 2022, the fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable,

and other accrued liabilities approximated their carrying values due to the short-term nature of these instruments.

discussed in Note 8, on January 9, 2023, the Company closed on the Private Placement for the sale by the Company of shares of the Company’s

common stock and the issuance of pre-funded warrant to purchase up to an aggregate of 186,667 shares of common stock at an exercise price

of $ 0.0001 per share, and the issuance of warrant to purchase up to an aggregate of 266,667 shares of common stock at an exercise price

of $ 30 per share.

The warrants are initially exercisable commencing January 9, 2023 through their expiration date of July 9, 2028.

addition, as part of the November 2023 Private Placement, we agreed to amend the existing outstanding common stock purchase warrant held

by the purchaser and issued in January 2023 to purchase up to an aggregate of 266,667 shares of Common Stock at an exercise price of

$ 30.00 per share with an expiration date of July 5, 2028.

Such amendment, which became effective upon the closing of the November 2023

Private Placement, reduced the exercise price of the January warrant to $ 3.83 per share and extended the expiration date of such warrant

to November 2, 2028 .

The amendment also restated in its entirety the definition of “Black Scholes Value” contained in the

January warrant which resulted in the classification of the warrant from liability to equity.

The liability associated with those warrants

was initially recorded at fair value in the Company’s consolidated balance sheet upon issuance, and subsequently re-measured as

of March 31, 2023, June 30, 2023, September 30, 2023, and November 2, 2023 when the November 2023 Private Placement closed.

in the fair value between issuance, the March 31, 2023 measurement date, the June 30, 2023 measurement date, the September 30, 2023,

and the November 2, 2023 measurement date are recorded as a component of other income (expense), in the consolidated statement of operations.

NOTE 14 - FINANCIAL INSTRUMENTS AND SIGNIFICANT

CONCENTRATIONS

Fair Value Measurements

the years ended December 31, 2023 and 2022, the Company did not have any assets and liabilities classified as Level 1, Level 2 or Level

The Company has concluded that the warrants issued in connection with the private placement, met the definition of a liability under

ASC 480, Distinguishing Liabilities from Equity and has classified the liability as Level 3.

following table represent a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant

unobservable inputs (Level 3) for the year ended December 31, 2023:

SCHEDULE OF FAIR VALUE LIABILITIES ON RECURRING BASIS

Fair value is defined as the

price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants

on the measurement date.

When determining fair value, we consider the principal or most advantageous market in which it transacts and

considers assumptions that market participants would use when pricing the asset or liability.

We apply the following fair value hierarchy,

which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the

lowest level of input that is available and significant to the measurement of fair value:

Level 1 - Quoted prices in active

markets for identical assets or liabilities accessible to the reporting entity at the measurement date

Level 2 - Other than quoted prices

included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for

substantially the full term of the asset or liability

Level 3 - Unobservable inputs

for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations

in which there is little, if any market activity for the asset or liability at measurement date

As of December 31, 2024 and 2023,

the fair value of our cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximated their

carrying values due to the short-term nature of these instruments.

Recurring Fair Value Measurements

For the years ended December

31, 2024 and 2023, we did not have any assets and liabilities classified as Level 1, Level 2 or Level 3.

We concluded that the warrants

issued in connection with the private placement met the definition of a liability under ASC 480, Distinguishing Liabilities from Equity

and classified the liability as Level 3 during 2023, this liability was reclassified to additional paid-in-capital on November 2,

The following table represents

a reconciliation of our liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the

year ended December 31, 2023:

OF FAIR VALUE LIABILITIES ON RECURRING BASIS

Warrant Liability

(In thousands)

Beginning balance, January 1, 2023

2 unchanged sentences

Change in fair value upon re-measurement

Reclassification of

warrant liabilities to additional paid-in-capital

Reclassification of warrant liabilities to additional paid-in-capital

Ending balance, December 31, 2023

Company has re-measured the liability to estimate fair value at November 2, 2023 as a result of the amendment described above, using

the Black-Scholes option pricing model with the following assumptions:

SCHEDULE OF FAIR VALUE PRICING MODEL

Measurement date

closing price of Common Stock (1)

We re-measured the liability

to estimate fair value at November 2, 2023 as a result of the amendment described above, using the Black-Scholes option pricing model

with the following assumptions:

OF FAIR VALUE PRICING MODEL

January 9, 2023

March 31, 2023

June 30, 2023

September 30, 2023

November 2, 2023

Measurement date closing price of Common Stock (1)

Contractual term (years) (2)

1 unchanged sentence

Dividend yield

on the trading value of common stock of Vivos Therapeutics, Inc.

Based on the trading value of common stock of

Vivos Therapeutics, Inc.

as of January 9, 2023 and each presented period ending date.

valuation of warrants is based on the expected term.

Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events

or change in circumstances that caused the transfer.

During the years ended December 31, 2023 and 2022, the Company had no transfers

of its assets or liabilities between levels of the fair value hierarchy.

Concentrations

instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents on

deposit with financial institutions, the balances of which frequently exceed federally insured limits.

Management monitors the soundness

of these financial institutions and believes the Company’s risk is negligible.

The Company has not experienced any losses in such

If any of the financial institutions with whom the Company does business was to be placed into receivership, the Company may

be unable to access the cash they have on deposit with such institutions.

If the Company were unable to access cash and cash equivalents

as needed, the financial position and ability to operate the business could be adversely affected.

As of December 31, 2023, the Company

had cash and cash equivalents with three financial institutions in the United States with an aggregate balance of $ 1.6 million.

credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer

base and their dispersion across different geographies and industries.

The Company performs ongoing credit evaluations on certain customers

and generally does not require collateral on accounts receivable.

No single customer represented more than 10% of our accounts receivable

as of December 31, 2023.

The Company maintains reserves for potential bad debts.

Concentration

previously disclosed, the Company relies on third-party suppliers and contract manufacturers for the raw materials and components used

in our appliances and to manufacture and assemble our products.

As of December 31, 2023, the Company had five suppliers that accounted

for approximately 80 % of the Company’s total purchases during the year.

The Company expects to maintain existing relationships

with these vendors.

15 – SUBSEQUENT EVENTS

October 30, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Holder”)

pursuant to which the Company sold an aggregate of approximately $ 4.0 million of securities of the Company in a private placement, such

securities consisting of shares of the Company’s common stock, par value $ 0.0001 (or, in lieu of a Share, a pre-funded warrant

to purchase one share of Common Stock), (ii) a Series A Warrant to purchase up to 980,393 shares of Common Stock and (iii) a Series B

Warrant to purchase up to 980,393 shares of Common Stock with an exercise price of $ 3.83 per share.

The private placement closed on November

As of January 31, 2024, all of the pre-funded warrants granted as part of the private placement were exercised.

February 14, 2024, the Company entered into a warrant inducement letter agreement (the “Inducement Agreement”) with the Holder

pursuant to which the Holder agreed to exercise for cash the entirety of the Series B Warrant at an exercise price of $ 4.02

per share (with such exercise price being established

for purposes of compliance with the listing rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately

The resale of the shares of Common Stock

underlying the Series B Warrant has been registered pursuant to a Registration Statement on Form S-1 (File No.

333-275726), which became

effective with the Securities and Exchange Commission (“SEC”) on December 1, 2023.

to the Inducement Agreement, in consideration for the immediate exercise of the Series B Warrant in full, the Company agreed to issue

to the Holder, in a new private placement transaction (the “Inducement Transaction”):

(i) a 5-year, Series B-1 Common Stock

Purchase Warrant to purchase 735,296 shares of Common Stock at an exercise price of $ 5.05 per share, and (ii) an 18-month, Series B-2

Common Stock Purchase Warrant to purchase 735,296 shares of Common Stock at an exercise price of $ 5.05 per share (collectively, the “Inducement

Warrants” and such aggregate 1,470,592 shares of Common Stock underlying the Inducement Warrants, the “Inducement Warrant

The Inducement Warrants are identical to each other, other than their dates of expiration, and are substantially identical

to the Series B Warrant.

Inducement Transaction closed on February 20, 2024.

The Company intends to use the net proceeds received for general working capital

and general corporate purposes.

terms of the Inducement Agreement require the Company to file a registration statement registering the Inducement Warrant Shares for

resale (“Resale Registration Statement”) no later than April 5, 2024 and to use commercially reasonable best efforts to cause

the Resale Registration Statement to be effective within 60 calendar days following the filing.

Company further agreed that until forty-five (45) days after the closing date of the Inducement Transaction, it will not (other than

in connection with limited enumerated exceptions) issue, enter into any agreement to issue or announce the issuance or proposed issuance

of any shares of Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement (other than

the Resale Registration Statement).

The Company is further prohibited from entering into any “variable rate transaction”

for a period of six months from the effective date of the Resale Registration Statement.

Inducement Warrants contain (i) customary stock-based anti-dilution protection, (ii) a cashless

exercise provision in the event the Inducement Warrant Shares are not registered for resale at the time of exercise, (iii) beneficial

ownership limitations that may be waived at the option of the Holder upon 61 days’ notice to the Company, (iv) a put right granting

the Holder the right to require the Company or its successor to redeem the Inducement Warrants in cash for their Black-Scholes value

in the event of a Fundamental Transaction (as defined in the Inducement Warrants) and (v) other customary provisions for warrants of

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

The valuation of warrants is based on the expected

Our policy is to recognize asset

or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused

the transfer.

As of the years ended December 31, 2024, and 2023 we had no transfers of its assets or liabilities between levels of the

fair value hierarchy.

Significant Concentrations

We maintain our cash and cash

equivalents primarily in depository and money market accounts within three large financial institutions in the United States.

Cash balances

deposited at these major financial banking institutions exceed the insured limits.

We have not experienced any losses on its bank deposits

and believe these deposits do not expose us to any significant credit risk.

If we were unable to access cash and cash equivalents as

needed, the financial position and ability to operate the business could be adversely affected.

As of December 31, 2024, we had cash

and cash equivalents with three financial institutions in the United States with an aggregate balance of $ 6.3 million.

Generally, credit risk with respect

to accounts receivable is diversified due to the number of entities comprising our customer base and their dispersion across different

geographies and industries.

We perform ongoing credit evaluations on certain customers and generally do not require collateral on accounts

No single customer represented more than 10% of our sales or accounts receivable as of December 31, 2024.

We maintain reserves

for potential bad debts.

Supplier Concentration

As previously disclosed, we rely

on third-party suppliers and contract manufacturers for the raw materials and components used in our appliances and to manufacture and

assemble our products.

As of December 31, 2024, we had five suppliers that accounted for approximately 57 % of our total purchases during

We expect to maintain existing relationships with these vendors.

NOTE 15 – SEGMENT INFORMATION

We operate our business as one

operating segment.

An operating segment is defined as a component of an enterprise for which separate discrete financial information

is available and evaluated regularly by CODM in deciding how to allocate resources and in assessing performance.

Our CODM is the Company’s

Chief Executive Officer, and Chair of the Board of Directors.

Reportable segment information is consistent with how management reviews

the business, makes investing and resource allocation decisions and assesses operating performance.

Our segment revenues are derived

from the sales of our products, and services, the Vivos Method, to sleep centers and VIP providers in the U.S., Canada, Australia and

in select countries in Europe and Asia.

Our CODM uses consolidated revenue,

gross profit, gross margin and operating loss as the measure of profit or loss.

Our CODM assesses performance for the segment and allocates

resources and monitors budget versus actual results using consolidated revenue, gross profit, gross margin and operating loss.

The monitoring

of budget versus actual results are used in establishing management’s compensation.

The measure of segment assets is reported on

the balance sheet as total consolidated assets.

OF SEGMENT REPORTING

Year Ended December 31,

Cost of sales

General and administrative

Sales and marketing

Operating loss (exclusive of depreciation and amortization shown

separately below)

Depreciation and amortization

Other expense

Excess warrant fair value

Change in fair value of warrant liability, net of issuance costs of $ 645

Segment net loss

Reconciliation of profit or loss

Adjustments and reconciling items

Consolidated net loss

The significant expense categories and amounts align with the segment-level

information that is regularly provided to our chief operating decision maker.

Revenue and long-lived tangible assets are all located

NOTE 16 – SUBSEQUENT EVENTS

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data