Vivos Inc 10-Q for FY2024 Q3

Vivos Inc (RDGL)

10-Q 2024-11-13 For: 2024-09-30

Added on April 08, 2026

About this 10-Q

Vivos Inc filed this 10-Q on November 13, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5000; down 28.6% from $7000 a year earlier
Net loss: $825.26K; compared with a net loss of $667.69K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1

	Condensed Statements of Operations for the Nine and Three Months ended September 30, 2024 and 2023 (unaudited)	2

	Condensed Statement of Changes in Stockholders’ Equity for the Nine Months ended September 30, 2024 and 2023 (unaudited)	3

	Condensed Statements of Cash Flow for the Nine Months ended September 30, 2024 and 2023 (unaudited)	4

	Notes to Condensed Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 6.	Exhibits	27

SIGNATURES		28

	SEPTEMBER 30,			DECEMBER 31,
	2024			2023
		(UNAUDITED)

ASSETS

Current Assets:
Cash	$	1,218,160		$	1,592,287
Accounts receivable		5,000			7,000
Prepaid expenses		21,165			10,837

Total Current Assets		1,244,325			1,610,124

TOTAL ASSETS	$	1,244,325		$	1,610,124

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	48,820		$	245,004

Total Current Liabilities		48,820			245,004

Total Liabilities		48,820			245,004

Commitments and contingencies		-			-

STOCKHOLDERS’ EQUITY
Preferred stock, par value, $0.001, 20,000,000 shares authorized, Series A Convertible Preferred, 5,000,000 shares authorized, 2,071,007 shares issued and outstanding, respectively		2,071			2,071
Additional paid in capital - Series A Convertible preferred stock		8,842,458			8,842,458
Series B Convertible Preferred, 5,000,000 shares authorized, 200,363 shares issued and outstanding, respectively		200			200
Additional paid in capital - Series B Convertible preferred stock		290,956			290,956
Series C Convertible Preferred, 5,000,000 shares authorized, 385,302 shares issued and outstanding, respectively		385			385
Preferred stock value		385			385
Additional paid in capital - Series C Convertible preferred stock		500,507			500,507
Additional paid in capital		500,507			500,507
Common stock, par value, $0.001, 950,000,000 shares authorized, 417,592,703 and 387,894,033 issued and outstanding, respectively		417,593			387,894
Additional paid in capital - common stock		75,479,376			73,791,430
Accumulated deficit		(84,338,041	)		(82,450,781	)

Total Stockholders’ Equity		1,195,505			1,365,120

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,244,325		$	1,610,124

	2024			2023			2024			2023
	NINE MONTHS ENDED						THREE MONTHS ENDED
	SEPTEMBER 30,			SEPTEMBER 30,			SEPTEMBER 30,			SEPTEMBER 30,
	2024			2023			2024			2023

Revenues, net	$	23,000		$	19,500		$	5,000		$	7,000
Cost of Goods Sold		(20,699	)		(16,536	)		(3,919	)		-

Gross profit		2,301			2,964			1,081			7,000

OPERATING EXPENSES
Professional fees, including stock-based compensation		1,310,604			1,205,819			627,152			512,856
Payroll expenses		267,153			214,083			85,400			69,562
Research and development		223,660			300,586			66,551			80,858
General and administrative expenses		143,468			132,831			65,123			31,357

Total Operating Expenses		1,944,885			1,853,319			844,226			694,633

OPERATING LOSS		(1,942,584	)		(1,850,355	)		(843,145	)		(687,633	)

NON-OPERATING INCOME (EXPENSE)
Interest income		55,324			31,821			17,882			19,943

Total Non-Operating Income (Expenses)		55,324			31,821			17,882			19,943

NET LOSS BEFORE PROVISION FOR INCOME TAXES		(1,887,260	)		(1,818,534	)		(825,263	)		(667,690	)

Provision for income taxes		-			-			-			-

NET LOSS	$	(1,887,260	)	$	(1,818,534	)	$	(825,263	)	$	(667,690	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding		403,860,277			367,112,957			418,629,728			370,541,528

					Additional						Additional						Additional
					Paid-In						Paid-In						Paid-In								Additional
	Series A Preferred				Capital - Series A		Series B Preferred				Capital - Series B		Series C Preferred				Capital - Series C		Common Stock						Paid-In Capital -			Accumulated
	Shares		Amount		Preferred		Shares		Amount		Preferred		Shares		Amount		Preferred		Shares			Amount			Common			Deficit			Total

Balance - December 31, 2022		2,071,007	$	2,071	$	8,842,458		200,363	$	200	$	290,956		385,302	$	385	$	500,507		362,541,518		$	362,541		$	71,217,954		$	(79,556,028	)	$	1,661,044

Net loss for the period		-		-		-		-		-		-		-		-		-		-			-			-			(248,318	)		(248,318	)

Balance - March 31, 2023		2,071,007		2,071		8,842,458		200,363		200		290,956		385,302		385		500,507		362,541,518			362,541			71,217,954			(79,804,346	)		1,412,726

Stock issued for:
Cash		-		-		-		-		-		-		-		-		-		8,000,000			8,000			632,000			-			640,000
Warrants purchased for cash		-		-		-		-		-		-		-		-		-		-			-			10,665			-			10,665
RSUs granted to consultants that have vested		-		-		-		-		-		-		-		-		-		-			-			515,975			-			515,975
Net loss for the period		-		-		-		-		-		-		-		-		-		-			-			-			(902,526	)		(902,526	)

Balance - June 30, 2023		2,071,007		2,071		8,842,458		200,363		200		290,956		385,302		385		500,507		370,541,518			370,541			72,376,594			(80,706,872	)		1,676,840

RSUs granted to consultants that have vested		-		-		-		-		-		-		-		-		-		-			-			450,000			-			450,000
Net loss for the period		-		-		-		-		-		-		-		-		-		-			-			-			(667,690	)		(667,690	)

Balance - September 30, 2023		2,071,007	$	2,071	$	8,842,458		200,363	$	200	$	290,956		385,302	$	385	$	500,507		370,541,518		$	370,541		$	72,826,594		$	(81,374,562	)	$	1,459,150

Balance - December 31, 2023		2,071,007	$	2,071	$	8,842,458		200,363	$	200	$	290,956		385,302	$	385	$	500,507		387,894,033		$	387,894		$	73,791,430		$	(82,450,781	)	$	1,365,120

Stock issued for:
Cash		-		-		-		-		-		-		-		-		-		2,000,000			2,000			126,000			-			128,000
Services		-		-		-		-		-		-		-		-		-		139,834			140			9,342			-			9,482
Warrants purchased for cash		-		-		-		-		-		-		-		-		-		-			-			2,000			-			2,000
RSUs granted to consultants that have vested		-		-		-		-		-		-		-		-		-		-			-			361,500			-			361,500
Net loss for the period		-		-		-		-		-		-		-		-		-		-			-			-			(558,539	)		(558,539	)

Balance - March 31, 2024		2,071,007		2,071		8,842,458		200,363		200		290,956		385,302		385		500,507		390,033,867			390,034			74,290,272			(83,009,320	)		1,307,563

Stock issued for:
Cash		-		-		-		-		-		-		-		-		-		11,000,000			11,000			693,000			-			704,000
Services		-		-		-		-		-		-		-		-		-		22,766			22			3,728			-			3,750
Cashless exercise of warrants		-		-		-		-		-		-		-		-		-		16,624,612			16,625			(16,625	)		-			-
Warrants purchased for cash		-		-		-		-		-		-		-		-		-		-			-			5,000			-			5,000
RSUs granted to consultants that have vested		-		-		-		-		-		-		-		-		-		-			-			86,250			-			86,250
Net loss for the period		-		-		-		-		-		-		-		-		-		-			-			-			(503,458	)		(503,458	)

Balance - June 30, 2024		2,071,007		2,071		8,842,458		200,363		200		290,956		385,302		385		500,507		417,681,245			417,681			75,061,625			(83,512,778	)		1,603,105
Balance		2,071,007		2,071		8,842,458		200,363		200		290,956		385,302		385		500,507		417,681,245			417,681			75,061,625			(83,512,778	)		1,603,105

Stock issued for:
Cash		-		-		-		-		-		-		-		-		-		-			-			-			-			-
Services		-		-		-		-		-		-		-		-		-		278,652			279			55,884			-			56,163
Cashless exercise of warrants		-		-		-		-		-		-		-		-		-		295,306			295			(295	)		-			-
Vested RSUs		-		-		-		-		-		-		-		-		-		500,000			500			(500	)		-			-
Adjustment for vested RSUs		-		-		-		-		-		-		-		-		-		(1,162,500	)		(1,162	)		1,162			-			-
RSUs granted to consultants that have vested		-		-		-		-		-		-		-		-		-		-			-			361,500			-			361,500
Net loss for the period		-		-		-		-		-		-		-		-		-		-			-			-			(825,263	)		(825,263	)

Balance - September 30, 2024		2,071,007	$	2,071	$	8,842,458		200,363	$	200	$	290,956		385,302	$	385	$	500,507		417,592,703		$	417,593		$	75,479,376		$	(84,338,041	)	$	1,195,505
Balance		2,071,007	$	2,071	$	8,842,458		200,363	$	200	$	290,956		385,302	$	385	$	500,507		417,592,703		$	417,593		$	75,479,376		$	(84,338,041	)	$	1,195,505

	2024			2023
CASH FLOW FROM OPERTING ACTIVIITES
Net loss	$	(1,887,260	)	$	(1,818,534	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock, stock options and warrants for services		69,395			-
RSUs issued for services		809,250			965,975
Changes in assets and liabilities
Accounts receivable		2,000			3,000
Prepaid expenses and other assets		(10,328	)		3,996
Accounts payable and accrued expenses		(196,184	)		15,677
Total adjustments		674,133			988,648

Net cash used in operating activities		(1,213,127	)		(829,886	)

CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from short-term advances from related party		-			10,000
Proceeds from common stock and warrants		839,000			650,665
Net cash provided by financing activities		839,000			660,665

NET (DECREASE) IN CASH		(374,127	)		(169,221	)

CASH - BEGINNING OF PERIOD		1,592,287			1,706,065

CASH - END OF PERIOD	$	1,218,160		$	1,536,844

CASH PAID DURING THE PERIOD FOR:
Interest expense	$	-		$	-

Income taxes	$	-		$	-

	●	Expand communication on our website, the Company’s social media presence, conferences, and journals, each intended to increase the number of certified clinics for small animal and equine therapy and to increase the number of patients.
	●	Subsidize some IsoPet^® therapies, if necessary, to ensure that all viable candidates are treated; and.
	●	Assist a new regional clinic with their license and certification training.

	●	Enhance the pedigree of the Quality Management System.
	●	Begin automation of product manufacturing.
	●	Fund liability insurance for human clinical studies; and.
	●	Fund human clinical studies in the US.

	September 30, 2024		December 31, 2023
Preferred stock		9,909,570		9,909,570
Restricted stock units		12,000,000		1,450,000
Common stock options		2,252,809		2,252,809
Common stock warrants		8,100,000		26,134,000
Total potential dilutive securities		32,262,379		39,746,379

	Options Outstanding				Weighted Average Remaining				Weighted Average
	Number Of Shares		Exercise Price Per Share		Contractual Life		Aggregate Intrinsic Value		Exercise Price Per Share
Nine Months Ended September 30, 2024

Outstanding at January 1, 2024		2,252,809	$	0.024-0.04		5.70 years	$	78,886	$	0.04
Granted		-	$	-		-			$	-
Exercised		-	$	-		-			$	-
Expired/canceled		-	$	-		-			$	-
Outstanding at September 30, 2024		2,252,809	$	0.024-0.04		4.95 years	$	284,567	$	0.04
Exercisable at September 30, 2024		2,252,809	$	0.024-0.04		4.95 years	$	284,567	$	0.04

Nine Months Ended September 30, 2023

Outstanding at January 1, 2023		2,252,809	$	0.024-0.04		6.70 years	$	16,032	$	0.04
Granted		-	$	-		-			$	-
Exercised		-	$	-		-			$	-
Expired/canceled		-	$	-		-			$	-
Outstanding at September 30, 2023		2,252,809	$	0.024-0.04		5.95 years	$	65,819	$	0.04
Exercisable at September 30, 2023		2,252,809	$	0.024-0.04		5.95 years	$	65,819	$	0.04

	Warrants Outstanding					Weighted Average Remaining				Weighted Average
	Number Of Shares			Exercise Price Per Share		Contractual Life		Aggregate Intrinsic Value		Exercise Price Per Share
Nine Months Ended September 30, 2024

Outstanding at January 1, 2024		26,134,000		$	0.06-0.10		3.54 years	$	-	$	0.0827
Granted		7,000,000		$	0.075		-	$	-	$	-
Exercised		(25,034,000	)	$	-		-	$	-	$	-
Redeemed		(500,000	)	$	-		-	$	-	$	-
Expired/cancelled		-		$	-		-	$	-	$	-
Outstanding at September 30, 2024		8,100,000		$	0.075		3.25 years	$	717,660	$	0.075
Exercisable at September 30, 2024		8,100,000		$	0.075		3.25 years	$	717,660	$	0.075

Nine Months Ended September 30, 2023

Outstanding at January 1, 2023		26,737,500		$	0.06-0.10		1.52 years	$	-	$	0.09
Granted		10,665,000		$	0.0775		-	$	-	$	-
Redeemed		(500,000	)	$	-		-	$	-	$	-
Expired/cancelled		(11,237,500	)	$	-		-	$	-	$	-
Outstanding at September 30, 2023		25,665,000		$	0.06-0.10		1.91 years	$	150,573	$	0.079
Exercisable at September 30, 2023		25,665,000		$	0.06-0.10		1.91 years	$	150,573	$	0.079

	Nine Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2023
Expected term	-		-
Expected volatility	-	%	-	%
Expected dividend yield	-		-
Risk-free interest rate	-	%	-	%

	Number Of Shares			Weighted Average Grant Date Fair Value
Nine Months Ended September 30, 2024

Outstanding at January 1, 2024		1,450,000		$	0.09
Granted		21,050,000		$	0.077
Vested		(10,500,000	)	$	-
Forfeited		-		$	-
Outstanding at September 30, 2024		12,000,000		$	0.08

Nine Months Ended September 30, 2023

Outstanding at January 1, 2023		10,262,500		$	0.08
Granted		2,900,000		$	0.091
Vested		(10,725,000	)	$	-
Forfeited		(262,500	)	$	-
Outstanding at September 30, 2023		2,175,000		$	0.09

	●	Expand communication on our website, our social media presence, conference, and journals, each to increase the number of certified clinics for small animal and equine therapy and to increase the number of patients;
	●	Subsidize some IsoPet^® therapies, if necessary, to ensure that all viable candidates are treated; and
	●	Assist a new regional clinic with their license and certification training.

	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Revenues	$	23,000		$	19,500
Cost of goods sold		(20,699	)		(16,536	)
Gross profit		2,301			2,964
Operating expense		(1,944,885	)		(1,853,319	)
Operating loss		(1,942,584	)		(1,850,355	)
Non-operating income		55,324			31,821
Net loss	$	(1,887,260	)	$	(1,818,534	)

	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Revenues	$	5,000		$	7,000
Cost of goods sold		(3,919	)		-
Gross profit		1,081			7,000
Operating expense		(844,226	)		(694,633	)
Operating loss		(843,145	)		(687,633	)
Non-operating income (expense)		17,882			19,943
Net loss	$	(825,263	)	$	(667,690	)

	(a)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

	(b)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

	(c)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

Exhibit Number		Description

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Vivos Inc.

Date: November 13, 2024	By:	/s/ Michael Korenko
	Name:	Michael K. Korenko
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 13, 2024	By:	/s/ Michael Pollack
	Name:	Michael Pollack
	Title:	Interim Chief Financial Officer
		(Interim Principal Financial and Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q of Vivos Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2024

/s/ Michael K. Korenko
Michael K. Korenko
Chief Executive Officer
(Principal Executive Officer)