Vivos Inc 10-Q for FY2020 Q1

Vivos Inc (RDGL)

10-Q 2020-06-29 For: 2020-03-31

Added on April 08, 2026

About this 10-Q

Vivos Inc filed this 10-Q on June 29, 2020, covering the quarter ended March 31, 2020 (FY2020 Q1).

Headline figures

Quarter ended March 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $360.23K; compared with a net loss of $236.38K a year earlier

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	PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019	1

	Condensed Statements of Operations for the Three Months ended March 31, 2020 and 2019 (unaudited)	2

	Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2020 (unaudited) and Year Ended December 31, 2019	3

	Condensed Statements of Cash Flow for the Three Months ended March 31, 2020 and 2019 (unaudited)	4

	Notes to Condensed Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

	PART II – OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 6.	Exhibits	37

SIGNATURES		38

	MARCH 31,			DECEMBER 31,
	2020			2019
	(UNAUDITED)
ASSETS
Current Assets:
Cash	$	5,004		$	20,381
Prepaid expenses		7,098			23,492

Total Current Assets		12,102			43,873


TOTAL ASSETS	$	12,102		$	43,873

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	506,476		$	511,817
Related party accounts payable		32,110			32,110
Accrued interest payable		86,022			93,249
Payroll liabilities payable		130,000			100,000
Related party advances		15,000			-
Convertible notes payable, related party, net		-			14,500
Convertible notes payable, net		156,066			434,886
Promissory notes payable, net of discount		100,000			100,000
Related party promissory note		237,000			237,000

Total Current Liabilities		1,262,674			1,523,562

Total Liabilities		1,262,674			1,523,562

Commitments and contingencies		-			-

STOCKHOLDERS’ DEFICIT
Preferred stock, par value, $0.001, 20,000,000 shares authorized, Series A Convertible Preferred, 5,000,000 shares authorized, 2,552,642 shares issued and outstanding, respectively		2,553			2,553
Additional paid in capital - Series A Convertible preferred stock		8,870,626			8,870,626
Series B Convertible Preferred, 5,000,000 shares authorized, 1,013,245 and 1,113,245 shares issued and outstanding, respectively		1,013			1,113
Additional paid in capital - Series B Convertible preferred stock		615,295			665,195
Series C Convertible Preferred, 5,000,000 shares authorized, 385,302 and 821,292 shares issued and outstanding, respectively		385			821
Additional paid in capital - Series C Convertible preferred stock		500,507			674,457
Common stock, par value, $0.001, 950,000,000 shares authorized, 190,295,634 and 184,845,821 issued and outstanding, respectively		190,295			184,846
Additional paid in capital - common stock		61,997,111			61,721,809
Shares to be issued		532,983			-
Accumulated deficit		(73,961,340	)		(73,601,109	)

Total Stockholders’ Deficit		(1,250,572	)		(1,479,689	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	12,102		$	43,873

	2020			2019

Revenues, net	$	-		$	-
Cost of Goods Sold		-			-

Gross profit		-			-

OPERATING EXPENSES
Sales and marketing expenses		4,233			-
Professional fees		53,992			166,535
Stock based compensation		-			3,792
Payroll expenses		30,000			30,000
Research and development		1,028			23,686
General and administrative expenses		31,120			1,190

Total Operating Expenses		120,373			225,203

OPERATING LOSS		(120,373	)		(225,203	)

NON-OPERATING INCOME (EXPENSE)
Interest expense		(239,858	)		(11,179	)

Total Non-Operating Income (Expenses)		(239,858	)		(11,179	)

NET LOSS BEFORE PROVISION FOR INCOME TAXES		(360,231	)		(236,382	)

Provision for income taxes		-			-

NET LOSS	$	(360,231	)	$	(236,382	)

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

Weighted average common shares outstanding - basic		189,097,921			166,151,246

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

Balance - December 31, 2018		2,552,642	$	2,553	$	8,870,626		3,305,755		$	3,306		$	1,876,768			-		$	-		$	-			163,445,736		$	163,446	$	60,132,139		$	-	$	(71,991,012	)	$	(942,174	)

Stock issued for:
Cash		-		-		-		100,000			100			49,900			-			-			-			1,250,000			1,250		48,750			-		-			100,000
Conversion of preferred stock into common stock		-		-		-		(524,218	)		(525	)		(209,163	)		-			-			-			6,552,725			6,553		203,135			-		-			-
Conversion of Series B Preferred into Series C Preferred		-		-		-		(821,292	)		(821	)		(674,457	)		821,292			821			674,457			-			-		-			-		-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		28,721			-		-			28,721
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		3,792			-		-			3,792
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-		(236,382	)		(236,382	)

Balance - March 31, 2019		2,552,642		2,553		8,870,626		2,060,245			2,060			1,043,048			821,292			821			674,457			171,248,461			171,249		60,416,537			-		(72,227,394	)		(1,046,043	)

Conversion of preferred stock into common stock		-		-		-		(517,000	)		(517	)		(206,283	)		-			-			-			6,462,500			6,462		200,338			-		-			-
Adjustment for fractional shares in reverse split		-		-		-		-			-			-			-			-			-			(140	)		-		-			-		-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		12,592			-		-			12,592
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		2,176			-		-			2,176
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-		(200,305	)		(200,305	)

Balance - June 30, 2019		2,552,642		2,553		8,870,626		1,543,245			1,543			836,765			821,292			821			674,457			177,710,821			177,711		60,631,643			-		(72,427,699	)		(1,231,580	)

Stock issued for:
Accounts payable		-		-		-		-			-			-			-			-			-			562,500			563		21,937			-		-			22,500
Services		-		-		-		-			-			-			-			-			-			312,500			312		12,188			-		-			12,500
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		95,437			-		-			95,437
Warrants issued for extension of notes payable		-		-		-		-			-			-			-			-			-			-			-		25,656			-		-			25,656
Options issued for settlement of accounts payable		-		-		-		-			-			-			-			-			-			-			-		33,829			-		-			33,829
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		457,949			-		-			457,949
BCF recognized on convertible notes		-		-		-		-			-			-			-			-			-			-			-		59,957			-		-			59,957
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-		(669,372	)		(669,372	)

Balance - September 30, 2019		2,552,642		2,553		8,870,626		1,543,245			1,543			836,765			821,292			821			674,457			178,585,821			178,586		61,338,596			-		(73,097,071	)		(1,193,124	)

Stock issued for:
Accounts payable		-		-		-		-			-			-			-			-			-			500,000			500		20,900			-		-			21,400
Conversion of preferred stock into common stock		-		-		-		(430,000	)		(430	)		(171,570	)		-			-			-			5,375,000			5,375		166,625			-		-			-
Conversion of restricted stock units into common stock		-		-		-		-			-			-			-			-			-			385,000			385		(385	)		-		-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		14,299			-		-			14,299
Warrants issued in settlement of litigation		-		-		-		-			-			-			-			-			-			-			-		18,500			-		-			18,500
Options issued for settlement of payables		-		-		-		-			-			-			-			-			-			-			-		14,812			-		-			14,812
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		148,462			-		-			148,462
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-		(504,038	)		(504,038	)

Balance - December 31, 2019		2,552,642		2,553		8,870,626		1,113,245			1,113			665,195			821,292			821			674,457			184,845,821			184,846		61,721,809			-		(73,601,109	)		(1,479,689	)

Stock issued for:
Cash		-		-		-		-			-			-			-			-			-			-			-		-			6,870		-			6,870
Note conversions		-		-		-		-			-			-			-			-			-			-			-		-			526,113		-			526,113
Redemption of preferred stock in convertible note agreement		-		-		-		(100,000	)		(100	)		(49,900	)		-			-			-			-			-		-			-		-			(50,000	)
Conversion of preferred stock into common stock		-		-		-		-			-			-			(435,990	)		(436	)		(173,950	)		5,449,875			5,449		168,937			-		-			-
Warrants issued with notes payable (discount)		-		-		-		-			-			-			-			-			-			-			-		28,482			-		-			28,482
Options and warrants issued for services		-		-		-		-			-			-			-			-			-			-			-		77,883			-		-			77,883
Share adjustment		-		-		-		-			-			-			-			-			-			(62	)		-		-			-		-			-
Net loss for the period		-		-		-		-			-			-			-			-			-			-			-		-			-		(360,231	)		(360,231	)
Balance - March 31, 2020		2,552,642	$	2,553	$	8,870,626		1,013,245		$	1,013		$	615,295			385,302		$	385		$	500,507			190,295,634		$	190,295	$	61,997,111		$	532,983	$	(73,961,340	)	$	(1,250,572	)

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered

	2020			2019
CASH FLOW FROM OPERTING ACTIVIITES
Net loss	$	(360,231	)	$	(236,382	)
Adjustments to reconcile net loss to net cash
used in operating activities
Amortization of convertible debt discount		53,527			6,706
Amortization of BCF discount		6,187			-
Stock options and warrants for services		-			3,792
Warrants issued for interest expense		77,883			-
Exchange premium in conversion of notes		77,683			-
Changes in assets and liabilities
Prepaid expenses and other assets		16,394			(4,538	)
Accounts payable and accrued expenses		(5,341	)		(56,420	)
Accounts payable and accrued expenses from related party		-			3,500
Payroll liabilities		30,000			8,549
Accrued interest		16,651			3,088
Total adjustments		270,830			(35,323	)

Net cash used in operating activities		(87,247	)		(271,705	)

CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from related party notes payable		-			108,000
Redemption of preferred stock		(50,000	)		-
Proceeds from sale of preferred stock		-			50,000
Proceeds from sale of common stock		-			50,000
Proceeds from sale of common stock to be issued		6,870			-
Proceeds from convertible debt		100,000			-
Proceeds from promissory notes		-			100,000
Proceeds from related party advances		15,000			-
Net cash provided by financing activities		71,870			308,000

NET INCREASE (DECREASE) IN CASH		(15,377	)		36,295

CASH - BEGINNING OF PERIOD		20,381			5,494

CASH - END OF PERIOD	$	5,004		$	41,789

CASH PAID DURING THE PERIOD FOR:
Interest expense	$	7,500		$	-

Income taxes	$	-		$	-

SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of preferred stock into common stock	$	174,386		$	209,687
Conversion of convertible preferred B into convertible preferred C	$	-		$	675,278
Recognition of debt discount at inception of notes payable	$	28,482		$	28,721
Conversion of notes payable and accrued interest into common stock to be issued	$	526,113		$	-

Production equipment:	3 to 7 years
Office equipment:	2 to 5 years
Furniture and fixtures:	2 to 5 years

Calendar Year	Minimum Royalties per Calendar Year
2020	$	10,000
2021		10,000
2022		4,000
Total	$	24,000

	March 31, 2020		December 31, 2019
Convertible debt		2,552,073		10,914,782
Common shares to be issued		24,125,668		-
Preferred stock		20,672,640		27,372,515
Common stock options		34,524,580		34,524,580
Common stock warrants		36,956,847		31,286,847
Total potential dilutive securities		118,831,808		104,098,724

	●	Fund the effort to communicate the benefits of IsoPet^® to the veterinary community and the pet parents.
	●	Conduct additional clinical studies to generate more data for the veterinary community
	●	Subsidize some IsoPet^® therapies, if necessary, to ensure that all viable candidates are treated.
	●	Assist a new regional clinic with their license and certification training.

	●	Enhance the pedigree of the Quality Management System.
	●	Complete the pre-clinical testing that has been previously defined and report the bulk of the results to the FDA in a pre-submission meeting.
	●	Use the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials.

	●	In November 2019, the Company had its Regulation A+ initially qualified by the SEC for an offering up to 150 million shares of common stock. On April 30, 2020, the Company filed a post-effective Amendment, which was qualified by the SEC on June 3, 2020.

	●	During the Company’s second and third fiscal quarters, the Company secured approximately $300,000 in convertible promissory notes.

	●	The Company recognized initial sales of IsoPet^®.

		March 31, 2020			December 31, 2019
Production equipment	$	-		$	-
Less accumulated depreciation		(-	)		(-	)
	$	-		$	-

	March 31, 2020				December 31, 2019
	Principal		Accrued Interest		Principal			Accrued Interest
September 2019 $15,000 Note, 8% interest, due January 2020	$	-	$	-	$	15,000		$	321
Other related party notes		-		1,054		-			1,054
March 2017 $332,195 Note, 10% interest, due May 2017		-		-		-			-
Total Convertible Notes Payable, Net	$	-	$	1,054	$	15,000		$	1,375
Less: Debt Discount		-		-		(500	)		-
	$	-	$	1,054	$	14,500		$	1,375

	March 31, 2020					December 31, 2019
	Principal (net)			Accrued Interest		Principal (net)		Accrued Interest
February 2019, two promissory notes for $50,000 each (total of $100,000), maturing August 2019, extended to February 2020, at 8.00% interest (originally) and now 15% interest	$	100,000		$	1,636	$	100,000		5,410
Debt discount		(-	)		-		-		-
Total Promissory Notes Payable, Net	$	100,000		$	1,636	$	100,000	$	5,410

						Weighted				Weighted
	Options Outstanding					Average				Average
	Number			Exercise		Remaining		Aggregate		Exercise
	Of			Price		Contractual		Intrinsic		Price
	Shares			Per Share		Life		Value		Per Share

Balance at December 31, 2019		34,524,580		$	0.024-120.00		6.49 years	$	277,973	$	0.08

Options granted		-		$	-		-			$	-
Options exercised		-		$	-		-			$	-
Options expired		(-	)	$	-		-			$	-

Balance at March 31, 2020		34,524,580		$	0.024-120.00		6.24 years	$	96,221	$	0.08

Exercisable at March 31, 2020		34,428,955		$	0.024-120.00		6.23 years	$	95,791	$	0.08

	Warrants Outstanding				Weighted Average Remaining	Aggregate		Weighted Average
	Number Of Shares		Exercise Price Per Share		Contractual Life	Intrinsic Value		Exercise Price Per Share

Balance at December 31, 2019		31,286,847	$	0.04-80.00	0.97 years	$	-	$	0.10

Warrants granted		5,770,000	$	0.045-0.06	-			$	-
Warrants exercised		-	$	-	-			$
Warrants expired/cancelled		-	$	-	-			$

Balance at March 31, 2020		37,056,847	$	0.04-80.00	0.95 years	$	-	$	0.09

Exercisable at March 31, 2020		37,056,847	$	0.04-80.00	0.95 years	$	-	$	0.09

	●	Refine the Memorandum of Understanding to define all the germane interfaces, roles and liabilities between Vista Inc and the private clinics, including the pilot responsivity to document and share the key aspects of all therapies with the Company;
	●	Create and implement proprietary certification training packages;
	●	Amend the production center radioactive material license at IsoTherapeutics, the Company’s IsoPet^® production center, to allow distribution for commercial applications;
	●	Work with the pilot program to obtain a radioactive material licensing in an NRC agreement state;
	●	Create equipment and supplies list;
	●	Create and post regulatory signage;
	●	Explore different IsoPet^® pricing options;
	●	Evaluate different approaches to obtain patients;
	●	Optimize patient scheduling practices to reduce cost to the pet owners; and
	●	Develop communication material and a liability document for the pet owners.

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Revenues	$	-		$	-
Operating expenses		(120,373	)		(225,203	)
Operating loss		(120,373	)		(225,203	)
Non-operating income (expense):
Interest expense		(239.858	)		(11,179	)
Net loss	$	(360,231	)	$	(236,382	)

	(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		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

	Vivos Inc.

Date: June 29, 2020	By:	/s/ Michael Korenko
	Name:	Michael K. Korenko
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: June 29, 2020	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

	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: June 29, 2020

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