8-K/A
Vivos Therapeutics, Inc. (VVOS)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(AmendmentNo. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): June 9, 2025
VivosTherapeutics, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-39796 | 81-3224056 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
7921Southpark Plaza, Suite 210
Littleton,Colorado 80120
(Addressof principal executive offices) (Zip Code)
(844)672-4357
(Registrant’stelephone number, including area code)
N/A
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | VVOS | The<br> NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2025 (the “Initial Form 8-K”) is being filed to amend Item 9.01 to the Initial Form 8-K to include certain financial statements related to Vivos Therapeutics, Inc.’s (the “Company”) acquisition (the “Acquisition”) of R.D. Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (“SCN” or the “Seller”), pursuant to the Purchase Agreement entered into on April 15, 2025 by and between the Company, SCN, Prabhu Rachakonda, M.D and Lata K. Shete, M.D (the “Purchase Agreement”). This Form 8-K/A also includes a consent of Baker Tilly, independent registered public accounting firm of Vivos and SCN.
On June 10, 2025, the Company completed the Acquisition and in connection therewith acquired all of the operating assets of the Seller. The Company is also amending the Initial Form 8-K to include additional disclosures, including risk factor disclosures regarding SCN, the Acquisition and related matters.
Subsequent to the filing of the Initial Form 8-K, the Company discovered that “Item 1.01 Entry into a Material Definitive Agreement” in the Initial Form 8-K was inadvertently tagged in the submission header. The Company is therefore amending the Initial Form 8-K to correct the item tag appearing in the submission header of the Initial Form 8-K as “Item 1.01 Entry into a Material Definitive Agreement” to “Item 2.01 Completion of Acquisition or Disposition of Assets”.
Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K.
Item2.01 Completion of Acquisition or Disposition of Assets.
Closingof The Sleep Center of Nevada Acquisition
As previously disclosed, on April 15, 2025, Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “SCN Purchase Agreement”), by and among the Company, R.D. Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (“SCN” or the “Seller”), and its shareholders Prabhu Rachakonda, M.D. (“Dr. Prabhu”) and Lata K. Shete, M.D, pursuant to which the Company agreed to purchase, among other things, the operating assets related to SCN’s sleep testing, diagnostics, and treatment centers (the “Acquisition”).
On June 10, 2025, the Company completed the Acquisition, and the Company had acquired all of the operating assets of the Seller in consideration for a (i) cash payment equal to $6.0 million, (ii) 607,287 shares of restricted common stock in the Company, par value $0.0001 per share (the “Common Stock”), equal to $1.5 million based on the volume-weighted average price (“VWAP”) of the Common Stock for the 30 days immediately preceding the Acquisition and (iii) the assumption of certain specific trade accounts payable and liabilities related to specific SCN contracts assigned to the Company as part of the Acquisition. Pending the achievement of an agreed to financial milestone, the Company will pay to Dr. Prabhu a contingent “earn out” consideration in the form of restricted Common Stock equal to $1.5 million based on the VWAP of the Common Stock for the 30 days immediately preceding the date on which such financial milestone is achieved, as determined in accordance with U.S. generally accepted accounting principles.
As of June 10, 2025, pursuant to the SCN Purchase Agreement, the Company’s wholly-owned subsidiary, Airway Integrated Management Company, LLC, a Colorado limited liability company, (“AIM”), entered into Practice Administration Agreements (“PAAs”) respectively with SCN (the “SCN PAA”) and the Sleep Center of Nevada, Rachakonda & Associates, PLLC, a newly formed Nevada professional limited liability company owned and controlled by Dr. Prabhu (“SCN PLLC” and the practice management agreement with SCN PLLC, the “SCN PLLC PAA”). SCN PLLC was formed for the purpose of integrating the medical practices of SCN with the Company in connection with the Acquisition. The principal purpose of the PAAs is to allow AIM to manage the SCN practice in compliance with applicable federal and Nevada laws, rules and regulations relating to the corporate practice of medicine (the “CPM Laws”). AIM intends to conduct an orderly transition of the operation of the SCN practice to SCN PLLC.
Pursuant to the PAAs, AIM shall provide management, administrative, and non-clinical services to SCN and SCN PLLC, in consideration for monthly administration fees (the “Administration Fees”) of $200,000 from SCN and $100,000 from SCN PLLC. The Administration Fees may be adjusted by AIM prospectively after quarterly reviews. Both the PAAs have a term of fifteen years and subject both SCN and SCN PLLC, along with Dr. Prabhu, to an exclusivity provision during the term and for a period of one-year after termination, whereby neither SCN nor SCN PLLC shall operate, participate in, or be connected with any other entity providing similar services within Nevada, except for operating its own medical practice without a third-party provider providing covered programs. In connection with the PAAs, Dr. Prabhu, as an equity owner of and on behalf of SCN and SCN PLLC, has entered into management and succession agreements with AIM for continued operation of their respective medical practices upon occurrence of certain events as described therein and for Dr. Prabhu to comply with the CPM Laws.
Pursuant to the SCN Purchase Agreement, SCN had entered into a physician employment agreement (the “Physician Employment Agreement”) with Dr. Prabhu. Under the Physician Employment Agreement, Dr. Prabhu shall perform his duties as a physician in SCN (or SCN affiliated companies) and comply with all CPM Laws. The Physician Employment Agreement provides an annual compensation of $400,000 and bonus incentives, payable in cash, should SCN achieve certain annual revenue targets in a calendar year. The Physician Employment Agreement also affords Dr. Prabhu a board observation right, whereby Dr. Prabhu is entitled to receive advanced notices and attend board of directors meeting of the Company. Dr. Prabhu is also subject to customary non-solicitation, non-compete and exclusivity clauses in accordance with the Physician Employment Agreement.
In connection with and pursuant to the terms of the SCN Purchase Agreement, AIM entered into assignments and assumptions of three lease agreements previously held by Seller, as the tenant under each lease. The landlords under these leases are entities managed by Dr. Prabhu. The assigned leases include leased real property at the following locations: (i) Red Rock Medical Center, 5701 West Charleston Boulevard, Las Vegas, Nevada, under a lease dated January 1, 2016, as amended; (ii) Eldorado Medical Center, 1905 Civic Center Drive, North Las Vegas, Nevada, under a lease dated November 1, 2024; and (iii) 5751 South Fort Apache Road, Las Vegas, Nevada, under a lease dated January 1, 2024. Each of the leased premises are used for the general operations of the practice and are believed to be on fair market terms.
Item8.01. Other Information.
The Company is providing the following disclosure updates, including risk factor updates, regarding SCN, the Acquisition and related matters.
SCNIntegration Update
Our operational planning for the integration of SCN began in April 2025, when we signed the definitive agreement to purchase SCN. We believe these two months of advance planning has benefited the process of integrating SCN into our business, as our operations team has been able to execute our plan on schedule and under budget with respect to two of SCN’s seven locations in the greater Las Vegas area. Also because of this effort, we expect to recognize a small amount of SCN revenue during our fiscal second quarter (for the period beginning with the June 10, 2025 Acquisition closing date through June 30, 2025), with the goal of increasing this revenue in the second half of 2025 and further in 2026.
As we had anticipated during the initial stage of SCN integration, patient demand is exceeding our capacity to process and treat patients under our model which includes offering SCN patients Vivos treatment options. Our goal is to ramp up our systems and operations by strategically deploying additional personnel and resources to meet this demand. We currently expect that some of SCN’s locations, including the two already integrated, to be primary treatment hubs with larger patient capacities, with the remaining being referral centers (which could be relocated facilities) requiring less time and effort to integrate.
Our operational plan is driven by our deployment of our Sleep Optimization (SO) teams, each consisting of one nurse practitioner (or physician’s assistant), two specially trained dentists, six dental assistants, six administrative support personnel, and one treatment navigator. These SO teams can be dedicated to high demand locations or spread across multiple locations as circumstances dictate. We currently have 1.5 SO teams deployed across two SCN locations and expect to have two additional SO teams deployed during the fourth quarter of 2025. We anticipate an initial ramp of up to 60 days for SO teams to become fully functional, and up to five months or longer before net revenue collections match revenue generating activity (such as obstructive sleep apnea (“OSA”) diagnostic services or OSA treatment case starts). A fourth SO team is planned for deployment sometime in the first quarter of 2026, giving us an expected total of 4.5 SO teams operating by the end of the first quarter of 2026. Based on the current volume of OSA patient demand, we believe the current markets served by SCN could support up to eight SO teams, and potentially more if certain planned growth initiatives meet expectations. Such initiatives include, but are not limited to, the expansion of diagnostic and treatment services, the establishment and rollout of a pediatric OSA program, and the collaboration with certain specialty medical groups who treat patients with comorbid OSA but who lack the ability to test, evaluate and treat such patients within their existing practice environments.
Based on our experience to date, we believe our limiting constraints for near-term revenue growth at SCN are (1) physical space to see an optimal number of patients; (2) provider and staff recruiting, training, and onboarding; and (3) customary issues with third party provider credentialing. At the SCN locations we have onboarded, we are currently fully booked for appointments for several weeks, and we are processing what we believe is less than 40% of patients attempting to get appointments for treatment. We expect the current expansion at one facility and relocation of a second facility, coupled with the additional deployments of two new SO teams by mid-October 2025, will help reduce the backlog of patients seeking treatment. However, we do not believe we will be able to fully meet current demand until additional SO teams are fully deployed during 2026.
Our initial average case revenue and acceptance rate for Vivos treatment at SCN to date suggest that each SO team could potentially generate collections in excess of $500,000 per month, net of adjustments, with contribution margins above 50%. In addition to current Vivos diagnostic and treatment options, we expect to be able to offer SCN patients additional diagnostic and treatment services that could generate additional high-margin revenue. It will take time for each SO team to reach full capacity, if at all, so the above figures should be viewed as our current best estimates based on our limited operating experience and actual performance to date, rather than projections of our future performance. That said, we continue to gather additional data that will allow us to refine our model and optimize operations, and results of operations, in future periods.
Importantly, we expect to apply the lessons learned from our SCN integration activities to future sleep center or medical practice acquisitions or management collaborations we are currently exploring and hope to consummate in the future as described below. We expect to fund costs associated with our SCN integration activities with net proceeds from our June 2024 debt and equity financings, potential future financings, and ultimately cash from operations.
RevisedOSA Provider Management Model
In addition to growth through acquisitions of medical sleep providers like SCN, we are actively developing a revised management model that we are implementing in situations where the sleep center or medical practice owners are not interested in being purchased by us, but are interested in making the full range of our OSA treatment options available to their patients. Our plan is to accomplish this type of collaboration through the creation and pro-rata funding of a new management services entity that is jointly owned by the sleep center owners and our company, but where our company retains a supermajority controlling interest. The revised management model incorporates our experience with Rebis Health in Colorado, our first sleep provider collaboration arrangement which we entered into in 2024 and which has not yet performed to our expectations. Under the revised model, through the co-owned management company, we will have more operational control to help ensure that our business model is being properly implemented.
We believe this revised management model can provide financial upside for our company with limited capital expenditures, and with what we believe are manageable risks. At the same time, this revised management model creates the potential for economic upside for sleep center or medical practice collaborators who are currently not interested in an outright sale to our company. Moreover, we believe the overall quality of care and service to the OSA patients of our medical provider collaborators can improve by having more treatment options available. The revised management model, as in the previous model, is designed to be compliant with current state and federal healthcare, anti-kickback, and corporate practice of medicine and dentistry regulations.
On July 14, 2025, we entered into our first management agreement under this revised approach with MISleep Solution LLC to provide our full suite of Vivos treatments and services to OSA patients at a joint location in Auburn Hills, Michigan (which is near Detroit). Consistent with our new model, our company owns a supermajority equity stake in the management services company, with the sleep doctors having minority ownership interests. Facilities to support these operations are currently under construction, with an estimated opening date in October 2025. We are currently in the process of hiring, training, and onboarding one complete SO team that we expect to deploy as soon as the physical facility is ready for occupancy. Based on our internal analysis and experience, we expect the economics of our Detroit SO team to be similar to the economics described above for our SO teams at SCN, except that net profit distributions from the management services entity will be paid out on a pro-rata basis (with our company receiving the supermajority share). As of this time, we have no direct operating history in the Detroit, Michigan market or with this new model. However, we believe that the overall benefit to our company of this model derives from the limited risks (as opposed to outright acquisitions) and generally low equipment and facility capital expenditures relative to the potential revenue opportunity. This model also obviates the need for us to finance the purchase and other costs associated with our acquisition model.
PotentialProvider Acquisition or Management Pipeline
We are currently in active discussions with a number of potential acquisition targets to follow our SCN acquisition and Detroit-area management agreement. Every prospect must meet a rigorous set of criteria and standards in order to be considered by our mergers and acquisitions team for acquisition or management. One such acquisition target is currently under an exclusive letter of intent with us. Our pipeline of additional potential acquisition and management opportunities with sleep centers and medical sleep specialists continues to expand. This is happening largely through word of mouth and very little expenditure in terms of marketing efforts to the more than 2,600 American Academy of Sleep Medicine accredited sleep testing centers nationwide. We believe this pipeline of potential acquisition and management activity, together with the experience gained from previous endeavors, will be a key driver of future accretive growth for us.
RiskFactors Associated with SCN, the Acquisition and Related Matters
In2024 and 2025, we worked to pivot our sales, marketing distribution model, including via the acquisition of the Sleep Center of Nevada(the “Acquisition”). However, this new model is unproven and may not produce the benefits we anticipate. This makes it difficultto evaluate our future prospects and may increase the risk of your investment.
In June 2025, we acquired all assets, including operating assets such as sleep testing, diagnostics, and treatment centers, of SCN. The Acquisition marked the completion in a pivot to our sales, marketing distribution model for our innovative OSA appliances. Under the new model, SCN will provide sleep disorder patients with the opportunity to be candidates for our advanced, proprietary and FDA-cleared CARE oral medical devices, oral appliances and additional adjunctive therapies and methods. Under customary agreements designed to comply with applicable corporate practice of medicine law, our operation of SCN allows us to manage and capture both diagnostic and consulting revenues, representing new higher margin revenue streams for us, as well as potential Vivos appliance sales revenue from SCN. We are exploring and seeking to implement additional acquisitions of, or collaborations with, medical sleep and similar healthcare practices to expand our business model in an effort to grow our revenues.
We are placing significant emphasis on establishing and growing this new model as means of increasing our revenue. However, this new model is unproven, and we have limited operating history associated with this new model. Our prior collaboration with Rebis Health in Colorado entered into in 2024 has not met our expectations and differed materially from the SCN acquisition in that we did not have adequate control over patient processing, systems and protocols, dentist hiring and management, staff hiring and management, patient education, hours of operation, or medical provider training and education. As a result, the Rebis Health collaboration has not benefited us as we had anticipated. There is therefore a lack of information for you to evaluate our future prospects utilizing this new model. Moreover, there is a material risk that this new model will not increase our revenues or gross margins in the manner we anticipate. In addition, we may be unable to find additional sleep medical providers to incorporate into our business, and even if we do, the is a risk we may not derive the benefits from additional acquisition that we intend to. Our inability to implement and scale this marketing and distribution model would materially harm our business and operating results and likely cause our stock price to suffer.
Additionally, if the benefits of the Acquisition or similar acquisitions or collaborations we may undertake do not meet the expectations of our shareholders, the market price of our securities may decline. Fluctuations, including declines, in the price of our common stock could contribute to the loss of all or part of your investment. Certain factors, including, but not limited to, the factors listed below could have a material adverse effect on the price of our common stock:
| ● | actual<br> or anticipated fluctuations in financial results post-Acquisition or following the execution of similar transactions; |
|---|---|
| ● | changes<br> in the market’s expectations about our operating results post-Acquisition or following the execution of similar transactions; |
| --- | --- |
| ● | announcements<br> of technological innovation, or new products, by our competition; and |
| ● | the<br> success of our competitors. |
As such, no assurances can be given that the Acquisition or similar transactions will benefit our operating results or stock price.
Wehave incurred substantial indebtedness in connection with financing the SCN acquisition, the cost of servicing that debt could adverselyaffect our business, financial condition, and results of operation, and we may not be able in the future to service that debt.
Concurrently with the SCN Acquisition, we entered into a Note Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (“Lender”), pursuant to which we issued and sold to Lender a Secured Promissory Note in the original principal amount of $8,250,000 (the “Note”). The Note is secured by our wholly-owned subsidiary AIM, which manages SCN in accordance with the corporate practice of medicine. The Company has also pledged the entirety of AIM’s membership interests to the Lender as collateral for the Loan pursuant and caused AIM to provide a guarantee of our obligations to the Lender under the Note and the other transaction documents.
Our ability to make scheduled payments under the Note or any alternative debt financing arrangements we may enter into in connection with our growth strategy to acquire additional medical sleep practices will depend on our financial and operating performance, which will be affected by economic, financial, competitive, business, and other factors, some or all of which are beyond our control. The indebtedness we incurred in connection with the Acquisition will require us to dedicate a portion of our cash flow to servicing this debt, thereby reducing the availability of cash to fund other business initiatives. There can be no assurance that our business, inclusive of SCN, will generate sufficient cash flow from operations to service our indebtedness or to fund our other liquidity needs. If we are unable to meet our debt obligations or fund our other liquidity needs, we may need to restructure or refinance all or a portion of our indebtedness on or before maturity or sell certain of our assets. There can be no assurance that we will be able to restructure or refinance any of our indebtedness on commercially reasonable terms, if at all, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. If we are unable to generate or borrow sufficient cash to make payments on our indebtedness, our business, financial condition, and results of operations could be adversely affected.
IntegratingSCN’s operations may be more difficult, costly, or time-consuming than expected.
The ongoing integration of Vivos and SCN could result in the disruption of our ongoing business, and inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with patients and employees or achieve the anticipated benefits of the Acquisition. As with any acquisition, there also may be disruptions that cause us to lose patients or cause patients to elect alternative form of sleep treatment. We may also face other unintended consequences from the Acquisition (including adverse effects on our business reputation, supply chain issues, and similar matters) that that could have a material adverse effect on our results of operations, financial condition and stock price.
Ifour contractual arrangements between AIM and our physicians at SCN are found to constitute the improper rendering of medical servicesor fee splitting under applicable state laws, our business, financial condition and our ability to operate in those states could be adverselyimpacted.
Our contractual relationships between AIM and our physicians at SCN (and similar arrangements we may enter into in the future in connection with other sleep provider acquisitions) may implicate certain state laws that generally prohibit non-professional entities from providing licensed medical services or exercising control over medical practitioners or other healthcare professionals (such activities generally referred to as the “corporate practice of medicine”, and laws, rules and regulations relating to the corporate practice of medicine, the “CPM Laws”) or engaging in certain practices such as fee-splitting with such licensed professionals. The interpretation and enforcement of CPM Laws vary significantly from state to state. There can be no assurance that CPM Laws will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a material and adverse effect on our business, financial condition and results of operations. Regulatory authorities, state boards of medicine, state attorneys general and other parties may assert that, despite the agreements through which we operate, we are engaged in the provision of medical services and/or that our arrangements with our medical practitioners constitute unlawful fee-splitting. If a jurisdiction’s prohibition on the corporate practice of medicine or fee-splitting is interpreted in a manner that is inconsistent with our practices, we would be required to restructure or terminate our arrangements with our medical practitioner at SCN to bring our activities into compliance with such CPM Laws. A determination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition and results of operations. State corporate practice and fee-splitting prohibitions also often impose penalties our medical practitioners for aiding in the improper rendering of professional services, which could discourage medical practitioners and other healthcare professionals from providing clinical services at SCN or other sleep centers we may operate in the future.
Asa result of our business model pivot which includes the acquisition of sleep centers like SCN, we may become a party to lawsuits, demands,claims, qui tam suits, governmental investigations and audits and other legal matters, any of which could result in, among other things,substantial financial and other penalties, damage to our reputation or adverse effects on our ability to conduct business.
As a result of our 2025 business model pivot, which includes acquisitions of sleep medical providers like SCN as a means of driving sales of our OSA treatments, our business has (subject to compliance with CPM laws as described above) become more associated with diagnosing and treating OSA patients. Given the nature of this business, we may in the future be subject to investigations and audits by governmental agencies, private civil qui tam complaints and other lawsuits, demands, claims, legal proceedings and/or other actions alleging our, or the medical practices we manage, failure to comply with applicable rules, regulations, laws or the practice of medicine.
For example, we and sleep medical providers we manage (like SCN) could become subject to audits from the government concerning the billing of patients. If, following the conclusion of any audit, the government were to require refunds and/or modifications to our business practices, and such amounts or changes are significant, it could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, any allegation against us, our medical providers we manage or related personnel, representatives, third party vendors, or operations in such matters or matters that involve patients suffering adverse health outcomes, may, among other things harm our reputation, stock price, and adversely affect our relationships and/or contracts related to our business, among other things.
Responding to subpoenas, investigations and other lawsuits, claims and legal proceedings, as well as defending ourselves in such matters, would require management’s attention and cause us to incur significant legal expense. Negative developments, findings or terms and conditions that we might agree to accept as part of a negotiated resolution of pending or future legal or regulatory matters, or have been forced upon us, could result in, among other things, harm to our or our medical providers’ reputation, substantial financial penalties or awards against us, substantial payments made by us, required changes to our business practices, impacts on our various relationships and/or contracts related to our business, exclusion from future participation in Medicare, Medicaid and other healthcare programs and, in certain cases, criminal penalties, any of which could have a material adverse effect on us.
Changesin the structure of and payment rates under private insurance, Medicare, Medicaid or other non-Medicare government-based programs orpayment rates related to our business could have a material adverse effect on our business, results of operations, financial conditionand cash flows.
Sleep center providers like SCN or other medical sleep providers we may acquire and manage or do business with rely on various forms of insurance held by patients for payment for products and services. These include private insurance, Medicare, Medicaid and other government programs. As such, the business of the medical sleep providers we manage and our business and results of operations could be adversely impacted by matters related to insurance coverage including, without limitation:
| ● | The<br> risk that reimbursement rates are reduced by private insurance carriers or government insurance providers; |
|---|---|
| ● | The<br> risk that changes in insurance policies or regulatory mandates could limit the ability to either be paid for covered services or<br> bill for treatments or services or otherwise impact reimbursement; |
| ● | The<br> risk that interpretations of existing regulations, manual provisions and/or guidance, or the implementation or enforcement of new<br> interpretations, will be inconsistent with how we and the medical sleep providers we manage have interpreted regulations, manual<br> provisions and/or guidance; |
| --- | --- |
| ● | The<br> risk that data and related reporting requirements are implemented that result in decreased reimbursement, increased technology and<br> operational costs, or reputational harm; |
| ● | The<br> risk that increases in our operating costs will outpace any Medicare or other rate increases we receive; |
| ● | The<br> risk of federal budget sequestration cuts or other disruptions in federal government operations and funding; and |
| ● | The<br> risk of ensuring that the sleep medical providers we manage remain compliant with applicable requirements, including marketing and<br> education requirements and restrictions, as well as contractual terms with associated insurance plans. |
If we are faced with these or similar risks, we could face material adverse consequences on our business, results of operations, financial condition and cash flows.
Ourbusiness and the medical practices we manage are labor intensive. Our inability to recruit qualified talent and manage labor costs orshortages result could result significant increases in our operating costs, decreases in productivity, and disruptions in our businessoperations.
Our business and the business of the medical practices we manage is labor intensive. This is particularly true with respect to the Sleep Optimization (SO) teams we are putting in place at SCN, each consisting of one nurse practitioner (or physician’s assistant), two specially trained dentists, six dental assistants, six administrative support personnel, and one treatment navigator. Labor requirements also exist, albeit to a lesser extent, for contractual alliances with medical sleep providers we may enter into. We face increased labor costs and the risk of difficulties in hiring skilled clinical personnel. The healthcare labor market for the talent we require is challenging and experiences volatility, uncertainty and labor supply shortages. We may be unable to achieve the financial results we desire from the SCN acquisition, the acquisition of other medical sleep providers or our contractual alliances due to variations in labor-related costs and the productivity our personnel.
We have incurred and, as we seek to scale our business, expect to continue to incur increased labor costs, including through elevated compensation levels to our personnel, the ultimate extent of which will depend on the needs at SCN or other medical sleep providers we acquire as well as macroeconomic conditions and ancillary impacts on the labor market, among other things.
We compete for qualified talent with hospitals and other healthcare providers. Furthermore, changes in certification requirements could adversely impact our ability to maintain sufficient staff levels, including to the extent our personnel are not able to meet new requirements. In addition, if we experience a higher than normal turnover rate for our skilled clinical personnel, our operations and ability to meet patient demand may be negatively impacted, which could adversely affect our business, results of operations, financial condition and cash flows.
Also, political or other efforts at the national or local level could result in actions or proposals that increase the likelihood of success of union organizing activities at the facilities we manage. If a significant portion of our personnel were to become unionized, we could experience, among other things, potential additional work stoppages or other business disruptions; adverse impacts to our financial results due to the costs of bargaining or implementing a grievance procedure and processing grievances, decreases in our operational flexibility and efficiency, or negative impacts on our employee culture. Any of these events or circumstances, including our responses to such events or circumstances, could have a material adverse effect on our employee relations, treatment growth, productivity, business, results of operations, financial condition, cash flows and reputation.
Item9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited financial statements of SCN required by this Item 9.01(a) as of December 31, 2024 and 2023 are filed as Exhibit 99.1 are incorporated by reference herein. The unaudited financial statements of SCN for the three months ended March 31, 2025 and 2024, are filed as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Vivos as of March 31, 2025, and the unaudited pro forma condensed combined statements of operations of Vivos for the three months ended March 31, 2025 and the year ended December 31, 2025 are filed as Exhibit 99.3 and are incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIVOS THERAPEUTICS, INC. | ||
|---|---|---|
| Dated:<br> August 25, 2025 | By: | /s/ Bradford Amman |
| Name: | Bradford<br> Amman | |
| Title: | Chief<br> Financial Officer |
Exhibit 23.1
Consentof Independent Auditors
We consent to the incorporation by reference in the Registration Statements on Form S-1 (Nos. 333-284399, 333-278564, and 333-255553), Form S-3 (Nos. 333-284834, 333-281090 and 333-262554), and Form S-8 (No. 333-257050) of Vivos Therapeutics, Inc. (the “Company”) of our report dated August 25, 2025, relating to the financial statements of R.D. Prabhu, Lata K. Shete, M.D.s, LTD d/b/a/The Sleep Center of Nevada (“The Sleep Center of Nevada”), appearing in this Current Report on Form 8-K/A dated June 9, 2025 of the Company.
/s/ Baker Tilly US, LLP
Denver, Colorado
August 25, 2025
Exhibit99.1
R.D.PRABHU, LATA K. SHETE, M.D.s
FINANCIALSTATEMENTS
DECEMBER31, 2024 and 2023
R.D.PRABHU, LATA K. SHETE, M.D.
DECEMBER 31, 2024 and 2023
TABLE OF CONTENTS
| PAGE<br> NO. | |
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| INDEPENDENT AUDITORS’ REPORT | 1<br> - 2 |
| FINANCIAL<br> STATEMENTS | |
| Balance Sheets | 3 |
| Statements of Income and Changes in Equity | 4<br> - 5 |
| Statements of Cash Flows | 6 |
| Notes to Financial Statements | 7-<br>14 |
Report of Independent Auditors
The Shareholders
R.D. Prabhu, Lata K. Shete, M.D.s, LTD d/b/a The Sleep Center of Nevada
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of R.D. Prabhu, Lata K. Shete, M.D.s, LTD d/b/a/The Sleep Center of Nevada (“The Sleep Center of Nevada”), which comprise the balance sheets as of December 31 2024, and 2023, and the related statements of operations and changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of The Sleep Center of Nevada as of December 31, 2024, and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of The Sleep Center of Nevada and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about The Sleep Center of Nevada’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
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Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
|---|---|
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of The Sleep Center of Nevada’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about The Sleep Center of Nevada’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
/s/ Baker Tilly US, LLP
Denver, Colorado
August 25, 2025
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R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Balance Sheets
December31, 2024 and 2023
| 2023 | |||
|---|---|---|---|
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash | 677,017 | $ | 767,095 |
| Accounts Receivable, net | 774,507 | 866,904 | |
| Employee Advances | 7,570 | 6,540 | |
| Prepaid Expenses | 37,913 | - | |
| Total Current Assets | 1,497,007 | 1,640,539 | |
| PROPERTY AND EQUIPMENT, NET | 1,079,142 | 1,060,801 | |
| OTHER ASSETS | |||
| Financing Lease Right-Of-Use Asset | 220,308 | - | |
| Operating Lease Right-of-Use Asset | 4,505,318 | 1,458,430 | |
| Intangible Asset | 135,000 | - | |
| Refundable Deposits | 10,443 | 10,383 | |
| Total Other Assets | 4,871,069 | 1,468,813 | |
| TOTAL ASSETS | 7,447,218 | $ | 4,170,153 |
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||
| CURRENT LIABILITIES | |||
| Accounts Payable | 52,840 | $ | 83,388 |
| Accrued Payroll and Related Expenses | 193,695 | 142,000 | |
| Current Portion of Operating Lease Liability | 653,400 | 274,987 | |
| Total Current Liabilities | 899,935 | 500,375 | |
| OTHER LIABILITIES | |||
| Employee Retention Credit Liability | 1,683,904 | 1,683,904 | |
| Long-term Portion of Financing Lease Liability | 172,167 | - | |
| Long-term Portion of Operating Lease Liability | 3,953,363 | 1,166,421 | |
| Total Long-term Liabilities | 5,809,434 | 2,850,325 | |
| TOTAL LIABILITIES | 6,709,369 | 3,350,700 | |
| SHAREHOLDERS’ EQUITY | |||
| Common Stock: Authorized, 500,000 shares having 1 par value; issued and outstanding 2,204<br> shares | 1,000 | 1,000 | |
| Additional Paid-In Capital | - | - | |
| Retained Earnings | 736,849 | 818,453 | |
| Total Shareholders’ Equity | 737,849 | 819,453 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 7,447,218 | $ | 4,170,153 |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements
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R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Statementsof Operations
YearsEnded December 31, 2024 and 2023
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| REVENUES | $ | 7,432,493 | $ | 7,096,354 | |
| GENERAL AND ADMINISTRATIVE EXPENSES | 6,703,029 | 6,685,172 | |||
| INCOME FROM OPERATIONS | 729,464 | 411,182 | |||
| OTHER INCOME AND (EXPENSES), NET | - | (332,846 | ) | ||
| NET INCOME | $ | 729,464 | $ | 78,336 |
The accompanying notes are an integral part of these financial statements
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R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Statementsof Shareholders’ Equity
YearsEnded December 31, 2024 and 2023
| Common Stock | Draws | Retained Earnings | Total Stockholders’ <br>Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NA, incl. in RE | ||||||||||
| Beginning Balance 1/1/2023 | $ | 1,000 | $ | - | $ | 4,085,372 | $ | 4,086,372 | ||
| Owner Draws | - | - | (3,345,255 | ) | (3,345,255 | ) | ||||
| Net income | - | - | 78,336 | 78,336 | ||||||
| Ending Balance 12/31/2023 | 1,000 | - | 818,453 | 819,453 | ||||||
| Owner Draws | - | (811,068 | ) | (811,068 | ) | |||||
| Net Income | - | - | 729,464 | 729,464 | ||||||
| Ending Balance 12/31/2024 | $ | 1,000 | $ | - | $ | 736,849 | $ | 737,849 |
The accompanying notes are an integral part of these financial statements
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R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Statementsof Cash Flows
YearsEnded December 31, 2024 and 2023
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net Income | $ | 729,464 | $ | 78,336 | ||
| ADJUSTMENTS TO RECONCILE NET INCOME/(LOSS) TO CASH PROVIDED BY/(USED<br> IN) OPERATING ACTIVITIES: | ||||||
| Depreciation | 115,021 | 121,997 | ||||
| Changes in: | ||||||
| Accounts Receivable | 92,397 | (434,255 | ) | |||
| Other Receivables | (1,030 | ) | (6,540 | ) | ||
| Refundable Deposits | (60 | ) | (5,000 | ) | ||
| Operating Lease Right-of-Use Asset | 492,394 | 271,009 | ||||
| Prepaid Expenses | (37,913 | ) | - | |||
| Accounts Payable | (30,548 | ) | 36,699 | |||
| Employee Retention Credit Liability | - | 1,683,904 | ||||
| Accrued Payroll and Burden | 51,695 | 33,365 | ||||
| Operating Lease Liability | (421,596 | ) | (307,466 | ) | ||
| Net cash provided<br> by Operating Activities | 989,824 | 1,472,049 | ||||
| CASH FLOWS USED FOR INVESTING ACTIVITIES | ||||||
| Acquisition of Property and Equipment | (133,834 | ) | (82,049 | ) | ||
| Additions to Intangibles | (135,000 | ) | - | |||
| Net cash used in Investing Activities | (268,834 | ) | (82,049 | ) | ||
| CASH FLOWS USED FOR FINANCING ACTIVITIES | ||||||
| - | - | |||||
| Distributions to Shareholders | (811,068 | ) | (3,345,255 | ) | ||
| Net cash used in Financing Activities | (811,068 | ) | (3,345,255 | ) | ||
| NET DECREASE IN CASH | (90,078 | ) | (1,955,255 | ) | ||
| CASH AT BEGINNING OF YEAR | 767,095 | 2,722,350 | ||||
| CASH AT END OF YEAR | $ | 677,017 | $ | 767,095 | ||
| SUPPLEMENTAL NON-CASH TRANSACTIONS: | ||||||
| Acquisition of Financing Lease Asset Liability | $ | 224,996 | $ | - | ||
| Acquisition of Right of Use Operating Lease Asset/Liability | $ | 3,539,282 | $ | - |
The accompanying notes are an integral part of these financial statements
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEARS ENDED DECEMBER 31, 2024 and 2023
NOTE1 - ORGANIZATION
R.D. Prabhu, Lata K. Shete, M.D.s (the “Company”) was incorporated, in the State of Nevada in October 1980. The Company provides sleep disorder-related diagnoses to patients in six separate sleep centers and offices in Clark (Las Vegas) and Nye County, Nevada.
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASISOF PRESENTATION
The accompanying financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
USEOF ESTIMATES
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. It is reasonably possible that changes may occur in the near term that would affect management’s estimates with respect to the allowance for credit losses, contractual adjustments, useful lives of its fixed assets, lease terms and discount rates.
Revisions in estimated revenue from contracts are made in the year in which circumstances requiring the revision become probable.
CASHAND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. In the normal course of business, the Company may maintain cash balances in excess of federal insurance limits.
ACCOUNTSRECEIVABLE
Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Accounts receivable are stated at the net amount expected to be collected, using an expected credit loss methodology to determine the allowance for expected credit losses. 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.
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEARS ENDED DECEMBER 31, 2024 and 2023
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTYAND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated lives of the property and equipment, which ranges from 5 to 39 years. Additions, renewals, and betterments that significantly extend the life of the asset are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. For the years ended December 31, 2024 and 2023, depreciation expense was $115,021 and $121,997, respectively and are included on the statements of income in “General and Administrative Expenses”.
For property and equipment sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in other income and expenses for the period.
INTANGIBLEASSETS
Intangible assets consist of an asset acquired from a third-party which developed an application to be used by patients in the Company’s operations. The intangible asset was acquired in late 2024, with a final payment of $45,000 having been made in early 2025, and will be amortized on a straight-line basis over the expected useful life of the asset, which approximates 10 years.
IMPAIRMENTOF LONG-LIVED ASSETS
The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is present when the sum of undiscounted estimated future cash flows expected to result from the use of the assets is less than carrying value. If impairment is present, the carrying value of the impaired asset is reduced to its fair value. Fair value is determined based on discounted cash flows or appraisal values, depending on the nature of the assets. During the years ended December 31, 2024 and 2023, there were no impairment losses recognized for long-lived assets.
REVENUERECOGNITION
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer, at an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company applies the five-step model for recognizing revenue from contracts with customers:
| 1. | Identify<br> the contract with a customer: The Company considers a contract to exist when it has approval and commitment from both parties, identified<br> rights and payment terms, commercial substance, and when it’s probable that the Company will collect the consideration it’s<br> entitled to. |
|---|---|
| 2. | Identify<br> the performance obligations in the contract: Performance obligations are promises to transfer distinct services to the customer.<br> A service is distinct if the customer can benefit from it on its own or with other readily available resources. The Company’s<br> primary performance obligations include the provision of medical related services, diagnoses and treatment plans for sleep disorders. |
| 3. | Determine<br> the transaction price: The transaction price is the amount of consideration, based on quoted rates for office visits and sleep studies<br> for which the Company expects to be entitled to, typically based on negotiated insurance contracts, for the provision of services. |
| 4. | Allocate<br> the transaction price to the performance obligations: The gross and net transaction price is allocated to each distinct performance<br> obligation based on its relative standalone selling price and the expected net remittance from an insurance company to the Company. |
| 5. | Recognize<br>revenue when (or as) the entity satisfies a performance obligation: Revenue is recognized when the services are provided to the patient<br>for the sleep studies or office visits. |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEARS ENDED DECEMBER 31, 2024 and 2023
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUERECOGNITION (CONTINUED)
Disaggregationof Revenue
Since the Company’s revenues are generated from the provision of services to its patients, either in an office visit or an overnight sleep study, there is no significant disaggregation of revenues.
The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors:
Payers (for example, patient, governmental insurers, and other third-party commercial insurers) that have different reimbursement and payment methodologies and negotiated contract amounts. During the years ended December 31, 2024 and 2023, revenues recorded from third party commercial insurers, governmental agencies and directly from patients, on a percentage basis, were 80%, 19% and 1% and 84%, 15% and 1%, respectively.
INCOMETAX
Effective January 1, 2015, the Company, with the consent of its shareholders, elected under the Internal Revenue Code to be an S Corporation. In lieu of corporation income taxes, the shareholders of an S Corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. Tax years open under the statute of limitations are 2021, 2022, 2023 and 2024.
ADVERTISING
The Company elects to expense advertising expenses as incurred. The total advertising expense for the years ended December 31, 2024 and 2023, was approximately $40,000 and $50,000, respectively.
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEAR ENDED DECEMBER 31, 2024 and 2023
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIRVALUE MEASUREMENTS
For fair value measurements of financial assets and financial liabilities, and for fair value of non-financial items that are recognized and disclosed at fair value in the financial statements on a recurring basis, the Company has adopted generally accepted accounting principles (GAAP) standards that define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
GAAP establishes a three-level fair value hierarchy that describes the inputs that are used to measure the fair values of respective assets and liabilities.
| ● | Level<br> 1: Fair values are based on quoted prices in active markets for identical assets and liabilities. |
|---|---|
| ● | Level<br> 2: Fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities; quoted market<br> prices that are not in an active market; or other inputs that are observable in the market and can be corroborated by observable<br> market data for substantially the full term of the asset. |
| ● | Level<br> 3: Fair values are calculated by the use of pricing models and /or discounted cash flow methodologies and may require significant<br> management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable<br> data. |
The carrying amounts of financial instruments comprising cash, accounts receivable, employee advances, prepaid expenses, accounts payable, and accrued expenses, approximate their fair values due to their short-term nature.
EmployeeRetention Tax Credit
In 2022, the Company filed a claim for an employee retention tax credit (“ERTC”), which was established by Congress in 2020 under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the “Relief Act”). The ERTC provided for changes in the employee retention credit for 2020 and provided an additional credit for the first, second and third calendar quarters of 2021. 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 decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 and the corresponding quarters in 2019. The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs.
In 2023, the Company received its ERTC of approximately $1.7 million, including interest.
Other(Expense)/Income
Included in other (expense)/income for the year ended December 31, 2023 are principally costs associated with the filing of the ERTC of $332,846.
ACCOUNTINGPRONOUNCEMENTS
We have reviewed and considered all 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.
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEAR ENDED DECEMBER 31, 2024 and 2023
NOTE3 - ACCOUNTS RECEIVABLE, NET
Accounts receivable, net, as represented on the balance sheet, consists of the following at December 31:
| 2024 | 2023 | 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Accounts Receivable, gross | 1,167,000 | 1,309,904 | 1,332,497 | ||||||
| Allowance for Credit Losses | (393,000 | ) | (443,000 | ) | (529,000 | ) | |||
| Ending Balance, Accounts Receivable, net | $ | 774,507 | $ | 866,904 | $ | 803,497 |
NOTE4 - PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2024 and 2023, as represented on the balance sheet, is detailed as follows:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Leasehold Improvements | $ | 1,169,775 | $ | 1,110,539 | ||
| Office Furniture/ Medical Equipment | 1,173,056 | 1,099,880 | ||||
| Computer Equipment and Software | 82,656 | 81,706 | ||||
| Vehicles | 34,069 | 34,069 | ||||
| 2,459,556 | 2,326,194 | |||||
| Less: Accumulated Depreciation | (1,380,414 | ) | (1,265,393 | ) | ||
| Total Property and Equipment | $ | 1,079,142 | $ | 1.060,801 |
The Company recorded depreciation expense within general and administrative expenses on the Statement of Operations, using a straight-line method, of $115,021 and $121,997, respectively, for the years ended December 31, 2024 and 2023.
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEARS ENDED DECEMBER 31, 2024 and 2023
NOTE5- LEASES
The Company leases office space at its sleep center locations. The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identifiable asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contracts are changed.
Operating and financing leases are included as separate line items - operating and financing lease right-of-use (“ROU”) assets in other assets, current portion of operating/financing lease liabilities in other current liabilities, and long-term portion of operating and financing lease liabilities in other liabilities in the Company’s balance sheet. The average weighted discount rate was 3.4% and the average weighted remaining term for the operating leases is 92 months.
During the year ended December 31, 2024, the Company amended existing, or entered into new, operating lease contracts which added approximately $3.5 million to its ROU assets and related lease liabilities. See also Note 6, Related Party Transactions and the accompanying Statements of Cash Flows.
The Company entered into a financed lease agreement during 2024. At December 31, 2024, the ROU asset and related liability was approximately $220,000. The discount rate used was 5% and the remaining term as of December 31, 2024 is 58 months.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the risk-free discount rate at lease commencement, according to the Company’s elected policy. Operating lease ROU assets also includes any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.
The Company has lease arrangements for certain equipment and facilities, including sleep centers at various locations. These leases typically have original terms not exceeding 10 years and generally contain multi-year renewal options, some of which are reasonably certain of exercise.
Payments under the Company’s lease arrangements may be fixed or variable, and variable lease payments are primarily based on usage of utilities, maintenance, repairs, etc. Lease costs associated with fixed payments on the Company’s operating leases were approximately $550,000 and $360,000 in 2024 and 2023, respectively. Lease costs associated with variable payments on the Company’s leases were approximately $120,000 and $95,000 for 2024 and 2023, respectively.
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEARS ENDED DECEMBER 31, 2024 and 2023
NOTE5- LEASES (CONTINUED)
The following table shows ROU assets and lease liabilities, and the associated financial statement line items, as of December 31, 2024 and 2023:
| Lease-Related <br>Assets and Liabilities | 2024 | 2023 | ||
|---|---|---|---|---|
| Right-of-Use Assets: | ||||
| Operating Leases | $ | 4,505,318 | $ | 1,458,430 |
| Finance Leases | 220,308 | - | ||
| Total Right-of-Use Assets | $ | 4,725,626 | $ | 1,458,430 |
| Lease Liabilities: | ||||
| Operating Leases | $ | 4,506,982 | $ | 1,441,408 |
| Finance Leases | 219,836 | - | ||
| Total Lease Liabilities | $ | 4,726,818 | $ | 1,441,408 |
Lease liability maturities as of December 31, 2024, are as follows:
| Operating | Finance | Total | ||||
|---|---|---|---|---|---|---|
| 2025 | $ | 601,288 | $ | 52,112 | $ | 653,400 |
| 2026 | 628,969 | 54,778 | 683,747 | |||
| 2027 | 573,127 | 55,366 | 628,493 | |||
| 2028 | 575,149 | 57,580 | 632,729 | |||
| 2029 and thereafter | 2,128,449 | - | 2,128,449 | |||
| $ | 4,506,982 | $ | 219,836 | $ | 4,726,818 |
NOTE6 – RELATED PARTY TRANSACTIONS
The Company has certain office space leases whereby the entity leasing the office space as the lessor is controlled or owned by the owner(s) of the Company. The details of these leases are as follows:
Lease #1 – In November 2024, the Company entered into an amended office lease agreement for $22,186 per month with an annual 3% increase to the monthly rent effective each succeeding November. The amended lease term is for 10 years. During 2024 and 2023, the Company paid approximately $68,000 and $79,000 in fixed rent amounts prior to the lease amendment, respectively, and paid approximately $44,000 subsequent to the November 2024 amendment.
As of December 31, 2024, the unamortized balance of leasehold improvements related to this lease is approximately $334,000 and the weighted average remaining useful life of the improvements is approximately 34 years.
Lease #2 – In January 2024, the Company entered into an office lease agreement when the previous agreement expired. The monthly amount for the lease is $11,452 and has a lease term of 36 months. During 2024 and 2023, the Company paid approximately $115,000 and $70,000 in fixed rent amounts, respectively.
As of December 31, 2024, the unamortized balance of leasehold improvements related to this lease was less than $5,000.
Lease #3 – At December 31, 2024, the Company had an office lease with 6 years remaining on its lease term. The monthly lease amount is $12,320 and increases each April by 3%. During 2024 and 2023, the Company paid approximately $147,000 and $144,000, respectively, for annual rental payments related to this lease.
As of December 31, 2024, the unamortized balance of leasehold improvements related to this lease is approximately $296,000 and the weighted average remaining useful life of the improvements is approximately 30 years.
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO FINANCIAL STATEMENTS
FORTHE YEARS ENDED DECEMBER 31, 2024 and 2023
NOTE7 - COMMITMENTS AND CONTINGENCIES
The major portion of the Company’s business is contracts with third party insurers, and to a lesser extent, US Government agencies, like Medicare. Most of these contracts are subject to cost recovery limitations, renegotiations, audits of allowable costs, and termination at the convenience of the government.
NOTE8- OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF RISK
The Company has a potential concentration of credit risk in that it maintains deposits in accounts with financial institutions in excess of amounts more than is insured by the Federal Deposit Insurance Corporation “FDIC.” FDIC insures accounts at each institution up to $250,000. At various times during the year, the Company’s cash in bank balance exceeded the maximum amount insured by the FDIC. At December 31, 2024 and 2023, the Company had cumulative cash deposits in excess of the maximum amount insured by the FDIC of $250,000 per institution, of approximately $250,000.
NOTE9- SUBSEQUENT EVENT
In March 2025, the Company entered into an agreement with a third party contractor (“Contracting Party”) with whom the Company had engaged in 2022 to pursue opportunities to market the Company to interested suitors. In June 2025, the Company completed a transaction to sell certain of its assets, although the suitor was not introduced by the Contracting Party. The Company and the Contracting Party agreed to settle any possible disputes related to the engagement with a payment to the Contracting Party of $250,000, which was paid and expensed during the first calendar quarter of 2025.
On June 10, 2025, Vivos Therapeutics, Inc., a Delaware corporation (the Acquirer”), completed an acquisition (“Acquisition”) of all of the operating assets of the Company in consideration for a (i) cash payment equal to $6.0 million, (ii) 607,287 shares of restricted common stock in the Acquirer, par value $0.0001 per share (the “Common Stock”), equal to $1.5 million based on the volume-weighted average price (“VWAP”) of the Common Stock for the 30-days immediately preceding the Acquisition and (iii) the assumption of certain specific trade accounts receivable and assets related to specific Company contracts assigned to the Acquirer as part of the Acquisition. Pending the achievement of an agreed to financial milestone, the Acquirer will pay to the Company’s principal a contingent “earn out” consideration in the form of restricted Common Stock equal to $1.5 million based on the VWAP of the Common Stock for the 30-days following the date on which such financial milestone is achieved, as determined in accordance with U.S. GAAP.
Management has evaluated its subsequent events through the date of the sale of the Company’s assets.
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Exhibit99.2
R.D.PRABHU, LATA K. SHETE, M.D.s
UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
TABLE OF CONTENTS
| PAGE<br> NO. | |
|---|---|
| FINANCIAL<br> STATEMENTS | |
| Balance Sheets as of March 31, 2025 and December 31, 2024 | 1 |
| Statements of Operations for the three months ended March 31, 2025 and 2024 | 2 |
| Statements of Stockholder’s Equity as of March 31, 2025 and 2024 | 3 |
| Statements of Cash Flows for the three months ended March 31, 2025 and 2024 | 4 |
| Notes<br> to the Financial Statements | 5 |
R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Balance Sheets
March31, 2025 and December 31, 2024
| 12/31/2024 | |||
|---|---|---|---|
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash | 702,946 | $ | 677,017 |
| Accounts Receivable, net | 860,517 | 774,507 | |
| Employee Advances/Other | 38,611 | 7,570 | |
| Prepaid Expenses | 18,956 | 37,913 | |
| 1,621,030 | 1,497,007 | ||
| PROPERTY AND EQUIPMENT, NET | 1,072,492 | 1,079,142 | |
| OTHER ASSETS | |||
| Financing Lease Right-Of-Use Asset | 206,246 | 220,308 | |
| Operating Lease Right-of-Use Asset | 4,345,044 | 4,505,318 | |
| Intangible Asset | 175,500 | 135,000 | |
| Refundable Deposits | 10,443 | 10,443 | |
| 4,737,233 | 4,871,069 | ||
| TOTAL ASSETS | 7,430,755 | $ | 7,447,218 |
| LIABILITIES & SHAREHOLDERS’ EQUITY | |||
| CURRENT LIABILITIES | |||
| Accounts Payable and Accrued Professional Fees | 149,719 | $ | 52,840 |
| Accrued Payroll and Related Expenses | 193,695 | 193,695 | |
| Current Portion of Operating/Financing Lease Liability | 662,300 | 653,400 | |
| 1,005,714 | 899,935 | ||
| OTHER LIABILITIES | |||
| Employee Retention Credit Liability | 1,683,904 | 1,683,904 | |
| Long-term Portion of Financing Lease Liability | 154,285 | 172,167 | |
| Long-term Portion of Operating Lease Liability | 3,748,002 | 3,953,363 | |
| 5,586,191 | 5,809,434 | ||
| TOTAL LIABILITIES | 6,591,905 | 6,709,369 | |
| SHAREHOLDERS’ EQUITY | |||
| Common Stock: Authorized, 500,000 shares, 1 par value; issued and outstanding 2,204 shares | 1,000 | 1,000 | |
| Additional Paid-In Capital | - | - | |
| Retained Earnings | 837,850 | 736,849 | |
| 838,850 | 737,849 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 7,430,755 | $ | 7,447,218 |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements
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R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Statements of Operations
Forthe Three Months Ended March 31, 2025 and 2024
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| REVENUES | $ | 2,327,270 | $ | 1,787,177 | |
| GENERAL AND ADMINISTRATIVE EXPENSES | 2,284,115 | 1,602,559 | |||
| INCOME FROM OPERATIONS | 43,155 | 184,618 | |||
| OTHER (EXPENSE)/INCOME | (250,000 | ) | - | ||
| NET INCOME/(LOSS) | $ | (206,845 | ) | $ | 184,618 |
The accompanying notes are an integral part of these financial statements
| -2- |
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R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Statements of Shareholders’ Equity
Forthe Three Months Ended March 31, 2025 and 2024
| Common | Retained | Total Shareholders’ | ||||||
|---|---|---|---|---|---|---|---|---|
| Stock | Earnings | Equity | ||||||
| Beginning Balance 1/1/2025 | $ | 1,000 | $ | 736,849 | $ | 737,849 | ||
| Owner (Draws)/Contributions | - | 307,846 | 307,846 | |||||
| Net Income/(Loss) | - | (206,845 | ) | (206,845 | ) | |||
| Ending Balance 3/31/2025 | $ | 1,000 | $ | 837,850 | $ | 838,850 | ||
| Beginning Balance 1/1/2024 | $ | 1,000 | $ | 818,453 | $ | 819,453 | ||
| Owner (Draws)/Contributions | - | (125,284 | ) | (125,284 | ) | |||
| Net Income/(Loss) | - | 184,618 | 184,618 | |||||
| Ending Balance 3/31/2024 | $ | 1,000 | $ | 877,787 | $ | 878,787 |
The accompanying notes are an integral part of these financial statements
| -3- |
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R.D.Prabhu, Lata K. Shete, M.D.s, d/b/a The Sleep Center of Nevada
Unaudited Statements of Cash Flows
ForThe Three Months Ended March 31, 2025 and 2024
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net Income/(Loss) | $ | (206,845 | ) | 184,618 | ||
| ADJUSTMENTS TO RECONCILE NET INCOME/(LOSS) TO CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES: | ||||||
| Depreciation and Amortization | 39,500 | 32,362 | ||||
| Changes in: | ||||||
| Accounts Receivable | (86,010 | ) | 67,996 | |||
| Other Receivables | (31,041 | ) | (13,600 | ) | ||
| Operating Lease Right-of-Use Asset | 174,336 | 83,587 | ||||
| Prepaid Expenses | 18,957 | - | ||||
| Accounts Payable and Accrued Professional Fees | 96,879 | (43,388 | ) | |||
| Operating Lease Liability | (214,343 | ) | (79,116 | ) | ||
| Net cash provided by/(used in) Operating<br> Activities | (208,567 | ) | 232,459 | |||
| CASH FLOWS USED FOR INVESTING ACTIVITIES | ||||||
| Acquisition of Property and Equipment | (28,350 | ) | (1,325 | ) | ||
| Additions to Intangibles | (45,000 | ) | - | |||
| Net cash used in Investing Activities | (73,350 | ) | (1,325 | ) | ||
| CASH FLOWS USED FOR FINANCING ACTIVITIES | ||||||
| Contributions/(Distributions) from Shareholders | 307,846 | (125,284 | ) | |||
| Net cash provided by/(used in) Financing Activities | 307,846 | (125,284 | ) | |||
| NET INCREASE IN CASH | 25,929 | 105,850 | ||||
| Cash at Beginning of Year | 677,017 | 767,095 | ||||
| CASH AT END OF YEAR | $ | 702,946 | $ | 872,945 |
The accompanying notes are an integral part of these financial statements
| -4- |
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R.D.RABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE1 - ORGANIZATION
R.D. Prabhu, Lata K. Shete, M.D.s (the “Company”) was incorporated, in the State of Nevada in October 1980. The Company provides sleep disorder-related diagnoses to patients in six separate sleep centers and offices in Clark (Las Vegas) and Nye County, Nevada.
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASISOF PRESENTATION
The accompanying financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
USEOF ESTIMATES
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. It is reasonably possible that changes may occur in the near term that would affect management’s estimates with respect to the allowance for credit losses, contractual adjustments, useful lives of its fixed assets, lease terms and discount rates.
Revisions in estimated revenue from contracts are made in the year in which circumstances requiring the revision become probable.
CASHAND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. In the normal course of business, the Company may maintain cash balances in excess of federal insurance limits.
ACCOUNTSRECEIVABLE
Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Accounts receivable are stated at the net amount expected to be collected, using an expected credit loss methodology to determine the allowance for expected credit losses. 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.
| -5- |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTYAND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated lives of the property and equipment, which ranges from 5 to 39 years. Additions, renewals, and betterments that significantly extend the life of the asset are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. For the three months ended March 31, 2025 and 2024, depreciation and amortization expense was $39,500 and $32,362, respectively and are included on the statements of income in “General and Administrative Expenses”.
For property and equipment sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in other income and expenses for the period.
INTANGIBLEASSETS
Intangible assets consist of an asset acquired from a third-party which developed an application to be used by patients in the Company’s operations. The intangible asset will be amortized on a straight-line basis over the expected useful life of the asset, which approximates 10 years.
IMPAIRMENTOF LONG-LIVED ASSETS
The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is present when the sum of undiscounted estimated future cash flows expected to result from the use of the assets is less than carrying value. If impairment is present, the carrying value of the impaired asset is reduced to its fair value. Fair value is determined based on discounted cash flows or appraisal values, depending on the nature of the assets. During the three months ended March 31, 2025 and 2024, there were no impairment losses recognized for long-lived assets.
REVENUERECOGNITION
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer, at an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company applies the five-step model for recognizing revenue from contracts with customers:
| 1. | Identify<br> the contract with a customer: The Company considers a contract to exist when it has approval<br> and commitment from both parties, identified rights and payment terms, commercial substance,<br> and when it’s probable that the Company will collect the consideration it’s entitled<br> to. |
|---|---|
| 2. | Identify<br> the performance obligations in the contract: Performance obligations are promises to transfer<br> distinct services to the customer. A service is distinct if the customer can benefit from<br> it on its own or with other readily available resources. The Company’s primary performance<br> obligations include the provision of medical related services, diagnoses and treatment plans<br> for sleep disorders. |
| 3. | Determine<br> the transaction price: The transaction price is the amount of consideration, based on quoted<br> rates for office visits and sleep studies for which the Company expects to be entitled to,<br> typically based on negotiated insurance contracts, for the provision of services. |
| 4. | Allocate<br> the transaction price to the performance obligations: The gross and net transaction price<br> is allocated to each distinct performance obligation based on its relative standalone selling<br> price and the expected net remittance from an insurance company to the Company. |
| 5. | Recognize<br> revenue when (or as) the entity satisfies a performance obligation: Revenue is recognized<br> when the services are provided to the patient for the sleep studies or office visits. |
| -6- |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUERECOGNITION (CONTINUED)
Disaggregationof Revenue
Since the Company’s revenues are generated from the provision of services to its patients, either in an office visit or an overnight sleep study, there is no significant disaggregation of revenues.
The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by the following factors:
Payers (for example, patient, governmental insurers, and other third-party commercial insurers) that have different reimbursement and payment methodologies and negotiated contract amounts. During the three-month periods ended March 31, 2025 and 2024, revenues recorded from third party commercial insurers, governmental agencies and directly from patients, on a percentage basis, were 80%, 19% and 1% and 84%, 15% and 1%, respectively.
INCOMETAX
Effective January 1, 2015, the Company, with the consent of its shareholders, elected under the Internal Revenue Code to be an S Corporation. In lieu of corporation income taxes, the shareholders of an S Corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. Tax years open under the statute of limitations are 2021, 2022, 2023 and 2024.
ADVERTISING
The Company elects to expense advertising expenses as incurred. The total advertising expense for the 3 months ended March 31, 2025 and 2024 was approximately $2,000 and $20,000, respectively.
| -7- |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIRVALUE MEASUREMENTS
For fair value measurements of financial assets and financial liabilities, and for fair value of non-financial items that are recognized and disclosed at fair value in the financial statements on a recurring basis, the Company has adopted generally accepted accounting principles (GAAP) standards that define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
GAAP establishes a three-level fair value hierarchy that describes the inputs that are used to measure the fair values of respective assets and liabilities.
| ● | Level<br> 1: Fair values are based on quoted prices in active markets for identical assets and liabilities. |
|---|---|
| ● | Level<br> 2: Fair values are based on observable inputs that include: quoted market prices for similar<br> assets or liabilities; quoted market prices that are not in an active market; or other inputs<br> that are observable in the market and can be corroborated by observable market data for substantially<br> the full term of the asset. |
| ● | Level<br> 3: Fair values are calculated by the use of pricing models and /or discounted cash flow methodologies<br> and may require significant management judgment or estimation. These methodologies may result<br> in a significant portion of the fair value being derived from unobservable data. |
The carrying amounts of financial instruments comprising cash, accounts receivable, employee advances, prepaid expenses, accounts payable, and accrued expenses, approximate their fair values due to their short-term nature.
EmployeeRetention Tax Credit
In 2022, the Company filed a claim for an employee retention tax credit (“ERTC”), which was established by Congress in 2020 under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the “Relief Act”). The ERTC provided for changes in the employee retention credit for 2020 and provided an additional credit for the first, second and third calendar quarters of 2021. 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 decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 and the corresponding quarters in 2019. The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs.
In 2023, the Company received its ERTC of approximately $1.7 million, including interest.
OtherExpense/(Income)
During the three months ended March 31, 2025, the Company settled a dispute with a third-party related to an agreement and paid the third-party $250,000 to settle the dispute.
ACCOUNTINGPRONOUNCEMENTS
We have reviewed and considered all 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.
| -8- |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE3 - ACCOUNTS RECEIVABLE, NET
Accounts receivable, net, as represented on the balance sheet, consists of the following at March 31, 2025 and December 31, 2024:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Accounts Receivable, gross | 1,278,953 | 1,234,199 | ||||
| Allowance for Credit Losses | (418,436 | ) | (459,692 | ) | ||
| Accounts Receivable, net | $ | 860,517 | $ | 774,507 |
NOTE4 - PROPERTY AND EQUIPMENT
Property and equipment at March 31, 2025 and December 31, 2024, as represented on the balance sheet, is detailed as follows:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Leasehold Improvements | $ | 1,169,775 | $ | 1,169,775 | ||
| Office Furniture/ Medical Equipment | 1,173,056 | 1,173,056 | ||||
| Computer Equipment and Software | 111,006 | 82,656 | ||||
| Vehicles | 34,069 | 34,069 | ||||
| 2,487,906 | 2,459,556 | |||||
| Less: Accumulated Depreciation | (1,415,414 | ) | (1,380,414 | ) | ||
| Total Property and Equipment | $ | 1,072,492 | $ | 1,079,142 |
The Company recorded depreciation expense within general and administrative expenses on the Statement of Operations, using a straight-line method, of $35,000 for the three months ended March 31, 2025.
| -9- |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE5- LEASES
The Company leases office space at its sleep center locations. The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identifiable asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contracts are changed.
Operating and financing leases are included as separate line items - operating and financing lease right-of-use (“ROU”) assets in other assets, current portion of operating/financing lease liabilities in other current liabilities, and long-term portion of operating and financing lease liabilities in other liabilities in the Company’s balance sheet. The average weighted discount rate was 3.4% and the average weighted remaining term for the operating leases is 89 months.
The Company entered into a financed lease agreement during 2024. At March 31, 2025, the ROU asset and related liability was approximately $206,000. The discount rate used was 5% and the remaining term as of December 31, 2024 is 55 months.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the risk-free discount rate at lease commencement, according to the Company’s elected policy. Operating lease ROU assets also includes any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.
The Company has lease arrangements for certain equipment and facilities, including sleep centers at various locations. These leases typically have original terms not exceeding 10 years and generally contain multi-year renewal options, some of which are reasonably certain of exercise.
Payments under the Company’s lease arrangements may be fixed or variable, and variable lease payments are primarily based on usage of utilities, maintenance, repairs, etc. Lease costs associated with fixed payments on the Company’s operating leases were approximately $189,000 and $120,000 for the three months ended March 31, 2025 and 2024, respectively. Lease costs associated with variable payments on the Company’s leases were approximately $40,000 and $25,000 for March 31, 2025 and 2024, respectively,
| -10- |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE5- LEASES (CONTINUED)
The following table shows ROU assets and lease liabilities, and the associated financial statement line items, as of March 31, 2025 and December 31, 2024:
| Lease-Related Assets and Liabilities | 2025 | 2024 | ||
|---|---|---|---|---|
| Right-of-Use Assets: | ||||
| Operating Leases | $ | 4,345,044 | $ | 4,505,318 |
| Finance Leases | 206,846 | 220,308 | ||
| Total Right-of-Use Assets | $ | 4,551,890 | $ | 4,725,626 |
| Lease Liabilities: | ||||
| Operating Leases | $ | 4,357,537 | $ | 4,506,982 |
| Finance Leases | 207,050 | 219,836 | ||
| Total Lease Liabilities | $ | 4,564,587 | $ | 4,726,818 |
Lease liability maturities as of March 31, 2025 are as follows:
| Operating | Finance | Total | ||||
|---|---|---|---|---|---|---|
| 2026 | $ | 609,535 | $ | 52,765 | $ | 662,300 |
| 2027 | 629,755 | 55,465 | 685,220 | |||
| 2028 | 555,682 | 58,303 | 613,985 | |||
| 2029 | 549,309 | 40,517 | 589,826 | |||
| 2030 and thereafter | 2,013,256 | - | 2,013,256 | |||
| $ | 4,357,537 | $ | 207,050 | $ | 4,564,587 |
| -11- |
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R.D.PRABHU, LATA K. SHETE, M.D.s
NOTESTO UNAUDITED FINANCIAL STATEMENTS
Asof March 31, 2025 and December 31, 2024 and for the Three Months Ended March 31, 2025 and 2024
NOTE6 – RELATED PARTY TRANSACTIONS
The Company has certain office space leases whereby the entity leasing the office space as the lessor is controlled or owned by the owner(s) of the Company. The details of these leases are as follows:
Lease #1 – In November 2024, the Company entered into an amended office lease agreement for $22,186 per month with an annual 3% increase to the monthly rent effective each succeeding November. The amended lease term is for 10 years. During 2024 and 2023, the Company paid approximately $68,000 and $79,000 in fixed rent amounts prior to the lease amendment, respectively, and paid approximately $44,000 subsequent to the November 2024 amendment.
Lease #2 – In January 2024, the Company entered into an office lease agreement when the previous agreement expired. The monthly amount for the lease is $11,452 and has a lease term of 36 months. During 2024 and 2023, the Company paid approximately $115,000 and $70,000 in fixed rent amounts, respectively.
Lease #3 – At December 31, 2024, the Company had an office lease with 6 years remaining on its lease term. The monthly lease amount is $12,320 and increases each April by 3%. During 2024 and 2023, the Company paid approximately $147,000 and $144,000, respectively, for annual rental payments related to this lease.
NOTE7 - COMMITMENTS AND CONTINGENCIES
The major portion of the Company’s business is contracts with third party insurers, and to a lesser extent, US Government agencies, like Medicare. Most of these contracts are subject to cost recovery limitations, renegotiations, audits of allowable costs, and termination at the convenience of the government.
NOTE8 - OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF RISK
The Company has a potential concentration of credit risk in that it maintains deposits in accounts with financial institutions in excess of amounts more than is insured by the Federal Deposit Insurance Corporation “FDIC.” FDIC insures accounts at each institution up to $250,000. At various times during the year, the Company’s cash in bank balance exceeded the maximum amount insured by the FDIC. At March 31, 2025 and December 31, 2024, the Company had cumulative cash deposits in excess of the maximum amount insured by the FDIC of $250,000 with one institution, of approximately $250,000.
NOTE 9- SUBSEQUENT EVENT
On June 10, 2025, Vivos Therapeutics, Inc., a Delaware corporation (the Acquirer”), completed an acquisition (“Acquisition”) of all of the operating assets of the Company in consideration for a (i) cash payment equal to $6.0 million, (ii) 607,287 shares of restricted common stock in the Acquirer, par value $0.0001 per share (the “Common Stock”), equal to $1.5 million based on the volume-weighted average price (“VWAP”) of the Common Stock for the 30-days immediately preceding the Acquisition and (iii) the assumption of certain specific trade accounts receivable and assets related to specific Company contracts assigned to the Acquirer as part of the Acquisition. Pending the achievement of an agreed to financial milestone, the Acquirer will pay to the Company’s principal a contingent “earn out” consideration in the form of restricted Common Stock equal to $1.5 million based on the VWAP of the Common Stock for the 30-days following the date on which such financial milestone is achieved, as determined in accordance with U.S. GAAP.
Management has evaluated its subsequent events through the date of the sale of the Company’s assets.
| -12- |
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Exhibit99.3
UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Summaryof Transaction
On June 10, 2025 (the “Closing Date”), Vivos Pharmaceuticals, Inc. (“Vivos” or the “Company”) closed its previously announced transaction to acquire the net operating assets of R.D. Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (“SCN” or “Seller”). The Company agreed to purchase, among other things, the net operating assets and liabilities related to SCN’s sleep testing, diagnostics, and treatment centers (the “Acquisition”). The consideration included: i) a cash payment equal to $6.0 million, and (ii) 607,287 shares of common stock in the Company, par value $0.0001 per share (the “Common Stock”), with a value equal to $1.3 million based on the average price of the Common Stock on the Closing Date. Pending the achievement of a financial milestone established in the Asset Purchase Agreement (“Purchase Agreement”), the Company will pay to the Seller a contingent “earn out” consideration in the form of Vivos Common Stock equal to $1.5 million based on the volatility weighted average price (“VWAP”) of the Common Stock for the 30 days immediately preceding the date on which the financial milestone is achieved. The Company funded the cash at closing by obtaining a senior, non-convertible, secured term loan from Streeterville Capital, LLC in the principal amount of $8.2 million.
The acquisition of SCN was determined to constitute a business combination in accordance with Accounting Standards Codification 805, BusinessCombinations (“ASC 805”) under generally accepted accounting principles in the United States (“GAAP”).
ProForma Information
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended by the final rule, Release No.33-10786 “Amendments to Financial Disclosures about Acquiredand Disposed Businesses,” and have been adjusted to include estimated transaction accounting adjustments which give effect to the SCN Acquisition and the application of the acquisition method of accounting under GAAP. Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. The pro forma adjustments are based on preliminary estimates and currently available information and assumptions that Vivos’ management believes are reasonable. The notes to the unaudited pro forma condensed combined financial statements provide a discussion of how such adjustments were derived and presented in the unaudited pro forma condensed combined financial statements (“Acquisition Adjustments”). Changes in facts and circumstances or discovery of new information may result in revised estimates. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
The accompanying unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2025 and the year ended December 31, 2024 combine the historical consolidated statements of operations for Vivos and the historical statements of operations for SCN for the same periods.
The unaudited pro forma condensed combined balance sheet as of March 31, 2025 gives effect to the SCN Acquisition as if it occurred on March 31, 2025. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2025 and the year ended December 31, 2024 give effect to the Acquisition as if it occurred on January 1, 2024.
The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and are not intended to represent what Vivos’ results of operations or financial position would have been had the Acquisition occurred on the dates indicated, or what they will be for any future periods. The unaudited pro forma condensed combined financial statements do not reflect the realization of any expected cost savings, other synergies as a result of the acquisition, or integration costs.
The unaudited pro forma condensed combined financial statements and related notes have been derived from, and should be read in conjunction with:
| (i) | the<br> historical audited consolidated financial statements of Vivos and accompanying notes included<br> in Vivos’ Annual Report on Form 10-K for the year ended December 31, 2024, which was<br> filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025; |
|---|---|
| (ii) | the<br> historical condensed consolidated financial statements and accompanying notes included in<br> Vivos’ Quarterly Report on Form 10-Q for the three months ended March 31, 2025, which<br> was filed with the SEC on May 15, 2025; |
| (iii) | the<br> historical audited financial statements of SCN and accompanying notes for the years ended<br> December 31, 2024 and 2023, appearing within this Current Report on Form 8-K/A as Exhibit<br> 99.1; and |
| (iv) | the<br> historical unaudited financial statements of SCN and accompanying notes for the three months<br> ended March 31, 2025 and 2024, appearing within this Current Report on Form 8-K/A as Exhibit<br> 99.2. |
| 1 |
| --- |
VIVOSTHERAPEUTICS, INC.
UnauditedPro Forma Condensed Combined Balance Sheet
Asof March 31, 2025
(Inthousands, except per share data)
| Reclassified SCN Historical (Note<br> 3) | Subtotal | Acquisition Adjustments<br> (Note<br> 5) | Note | Pro Forma | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | 2,342 | $ | 703 | $ | 3,045 | $ | 1,789 | 5(a) | $ | 4,834 | ||||
| Accounts receivable, net | 718 | 860 | 1,578 | - | 1,578 | |||||||||
| Prepaid expenses and other current assets | 547 | 58 | 605 | - | 605 | |||||||||
| Total current assets | 3,607 | 1,621 | 5,228 | 1,789 | 7,017 | |||||||||
| Goodwill | 2,843 | - | 2,843 | 5,606 | 5(e) | 8,449 | ||||||||
| Property and equipment, net | 3,308 | 1,455 | 4,763 | (133 | ) | 5(b) | 4,630 | |||||||
| Operating lease right-of-use assets | 951 | 4,345 | 5,296 | (1,967 | ) | 5(c) | 3,329 | |||||||
| Intangible assets, net | 358 | - | 358 | 1,900 | 5(d) | 2,258 | ||||||||
| Deposits and other | 215 | 10 | 225 | - | 225 | |||||||||
| Total assets | 11,282 | $ | 7,431 | $ | 18,713 | $ | 7,195 | $ | 25,908 | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | 1,206 | $ | 50 | $ | 1,256 | $ | - | $ | 1,256 | |||||
| Accrued expenses | 1,784 | 294 | 2,078 | - | 2,078 | |||||||||
| Current portion of contract liabilities | 572 | - | 572 | - | 572 | |||||||||
| Current portion of operating lease liabilities | 467 | 559 | 1,026 | (362 | ) | 5(c) | 664 | |||||||
| Other current liabilities | 672 | 52 | 724 | - | 724 | |||||||||
| Total current liabilities | 4,701 | 955 | 5,656 | (362 | ) | 5,294 | ||||||||
| Long-term debt | - | - | - | 7,500 | 5(f) | 7,500 | ||||||||
| Contingent equity consideration liability | - | - | - | 1,400 | 5(g) | 1,400 | ||||||||
| Contract liabilities, net of current portion | 22 | - | 22 | - | 22 | |||||||||
| Employee retention credit liability | 1,220 | 1,684 | 2,904 | - | 2,904 | |||||||||
| Operating lease liability, net of current portion | 932 | 3,799 | 4,731 | (1,808 | ) | 5(c) | 2,923 | |||||||
| Other noncurrent liabilities | - | 154 | 154 | - | 154 | |||||||||
| Total liabilities | 6,875 | 6,592 | 13,467 | 6,730 | 20,197 | |||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
| Preferred stock, 0.0001 par value per share | - | - | - | - | - | |||||||||
| Common stock, 0.0001 par value per share | - | 1 | 1 | (1 | ) | 5(h) | - | |||||||
| Additional paid-in capital | 112,458 | - | 112,458 | 1,304 | 5(h) | 113,762 | ||||||||
| Accumulated deficit | (108,051 | ) | 838 | (107,213 | ) | (838 | ) | 5(h) | (108,051 | ) | ||||
| Total stockholders’ equity | 4,407 | 839 | 5,246 | 465 | 5,711 | |||||||||
| Total liabilities and stockholders’ equity | 11,282 | $ | 7,431 | $ | 18,713 | $ | 7,195 | $ | 25,908 |
All values are in US Dollars.
See accompanying notes to the unaudited condensed combined pro forma financial information.
| 2 |
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VIVOSTHERAPEUTICS, INC.
UnauditedPro Forma Condensed Combined Statement of Operations
ThreeMonths Ended March 31, 2025
(Inthousands, except per share data)
| Vivos Historical | SCN Historical | Subtotal | Acquisition Adjustments<br> (Note<br> 6) | Note | Pro Forma | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue: | ||||||||||||||||
| Product revenue | $ | 1,813 | $ | - | $ | 1,813 | $ | - | $ | 1,813 | ||||||
| Service revenue | 1,203 | 2,327 | 3,530 | - | 3,530 | |||||||||||
| Total revenue | 3,016 | 2,327 | 5,343 | - | 5,343 | |||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 1,507 | - | 1,507 | 273 | 6(a) | 1,780 | ||||||||||
| Gross profit | 1,509 | 2,327 | 3,836 | (273 | ) | 3,563 | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 4,892 | 2,285 | 7,177 | (273 | ) | 6(a) | 6,904 | |||||||||
| Sales and marketing | 358 | - | 358 | - | 358 | |||||||||||
| Depreciation and amortization | 177 | - | 177 | 72 | 6(b) | 249 | ||||||||||
| Total operating expenses | 5,427 | 2,285 | 7,712 | (201 | ) | 7,511 | ||||||||||
| Operating loss | (3,918 | ) | 42 | (3,876 | ) | (72 | ) | (3,948 | ) | |||||||
| Non-operating income (expense): | ||||||||||||||||
| Interest expense | - | - | - | (325 | ) | 6(c) | (325 | ) | ||||||||
| Other expense | (4 | ) | (250 | ) | (254 | ) | - | (254 | ) | |||||||
| Other income | 58 | - | 58 | - | 58 | |||||||||||
| Loss before income taxes | (3,864 | ) | (208 | ) | (4,072 | ) | (397 | ) | (4,469 | ) | ||||||
| Net loss | $ | (3,864 | ) | $ | (208 | ) | $ | (4,072 | ) | $ | (397 | ) | $ | (4,469 | ) | |
| Net loss per share (basic and diluted) | $ | (0.45 | ) | $ | (0.49 | ) | ||||||||||
| Weighted average number of shares of Common Stock outstanding (basic and diluted) | 8,595,288 | 607,287 | 6(d) | 9,202,575 |
See accompanying notes to the unaudited condensed combined pro forma financial information.
| 3 |
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VIVOS THERAPEUTICS, INC.
UnauditedPro Forma Condensed Combined Statement of Operations
YearEnded December 31, 2024
(Inthousands, except per share data)
| Vivos Historical | SCN Historical | Subtotal | Acquisition Adjustments<br> (Note<br> 6) | Note | Pro Forma | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue: | |||||||||||||||
| Product revenue | $ | 7,874 | $ | - | $ | 7,874 | $ | - | $ | 7,874 | |||||
| Service revenue | 7,157 | 7,432 | 14,589 | - | 14,589 | ||||||||||
| Total revenue | 15,031 | 7,432 | 22,463 | - | 22,463 | ||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 6,012 | - | 6,012 | 998 | 6(a) | 7,010 | |||||||||
| Gross profit | 9,019 | 7,432 | 16,451 | (998 | ) | 15,453 | |||||||||
| Operating expenses: | |||||||||||||||
| General and administrative | 17,878 | 6,703 | 24,581 | (998 | ) | 6(a) | 23,583 | ||||||||
| Sales and marketing | 1,731 | - | 1,731 | - | 1,731 | ||||||||||
| Depreciation and amortization | 581 | - | 581 | 288 | 6(b) | 869 | |||||||||
| Total operating expenses | 20,190 | 6,703 | 26,893 | (711 | ) | 26,183 | |||||||||
| Operating loss | (11,171 | ) | 729 | (10,442 | ) | (288 | ) | (10,730 | ) | ||||||
| Non-operating income (expense): | |||||||||||||||
| Interest expense | - | - | - | (1,255 | ) | 6(c) | (1,255 | ) | |||||||
| Other expense | (110 | ) | - | (110 | ) | - | (110 | ) | |||||||
| Other income | 145 | - | 145 | - | 145 | ||||||||||
| Loss before income taxes | (11,136 | ) | 729 | (10,407 | ) | (1,542 | ) | (11,949 | ) | ||||||
| Net loss | $ | (11,136 | ) | $ | 729 | $ | (10,407 | ) | $ | (1,542 | ) | $ | (11,949 | ) | |
| Net loss per share (basic and diluted) | $ | (2.22 | ) | $ | (2.12 | ) | |||||||||
| Weighted average number of shares of Common Stock outstanding (basic and diluted) | 5,019,886 | 607,287 | 6(d) | 5,627,173 |
See accompanying notes to the unaudited condensed combined pro forma financial information.
| 4 |
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VIVOSPHARMACEUTICALS, INC.
NOTESTO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note1 – Description of The Sleep Center of Nevada Acquisition
On June 10, 2025, Vivos Pharmaceuticals, Inc. (“Vivos” or the “Company”), acquired the net operating assets and liabilities of R.D. Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (“SCN”) for consideration including: i) a cash payment in the amount of $6.0 million; ii) $1.3 million in the form of 607,287 shares of Vivos common stock; and iii) contingent equity consideration of $1.4 million, subject to customary closing adjustments (the “SCN Acquisition”).
Note2 – Basis of Presentation
The SCN Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, Business Combinations, (“ASC 805”) which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
Vivos and SCN’s historical financial statements were prepared in accordance with US GAAP. Based on an analysis of Vivos and SCN’s significant accounting policies, the Company has not identified any material differences in accounting policies that would have an impact on the unaudited pro forma condensed combined financial statements. As a result, the unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.
The pro forma adjustments presented in this unaudited pro forma condensed combined financial information represent management’s estimates based on information available as of the date of this Form 8-K and such estimates are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the SCN Acquisition are preliminary and subject to further adjustment as additional information becomes available and the various analyses and other valuations are performed. Any adjustments may have a significant effect on total assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses, and such results may be significant.
The assumptions underlying the pro forma adjustments are described in the accompanying notes to this unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information may not be indicative of Vivos’ future performance and does not necessarily reflect what Vivos’ financial position and results of operations would have been had these transactions occurred at the beginning of the period presented.
Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Vivos following the completion of the SCN Acquisition. Additionally, the unaudited pro forma condensed combined financial information does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the SCN Acquisition, nor does it reflect any costs or expenditures that may be required to achieve any possible synergies.
Vivos will finalize the accounting for the acquisition as soon as practicable within the measurement period, but in no event later than one year from June 10, 2025, in accordance with ASC 805.
| 5 |
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Note3 – Conforming Presentation Adjustments to The Sleep Center of Nevada Historical Reported Financial Data
In preparing the unaudited pro forma condensed combined financial information, the following adjustments were made to SCN’s historical financial statements to conform to the presentation of Vivos’ historical financial statements:
| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Condensed<br> Combined Financial Statements | Historical SCN Before Reclassification | Reclassification | Note | Historical SCN as Reclassified | ||||
|---|---|---|---|---|---|---|---|---|---|
| Cash | Cash and cash equivalents | $ | 703 | $ | - | $ | 703 | ||
| Accounts receivable, net | Accounts receivable, net | 860 | - | 860 | |||||
| Employee advances | Prepaids expenses and other current assets | 39 | (39 | ) | (a) | - | |||
| Prepaid expenses | Prepaids expenses and other current assets | 19 | 39 | 58 | |||||
| Property and equipment, net | Property and equipment, net | 1,072 | 382 | 1,455 | |||||
| Finance lease right-of-use asset | Property and equipment, net | 206 | (206 | ) | (b) | - | |||
| Operating lease right-of-use assets | Operating lease right-of-use assets | 4,345 | - | 4,345 | |||||
| Intangible asset | Property and equipment, net | 176 | (176 | ) | (b) | - | |||
| Refundable deposits | Deposits and other | 10 | - | 10 | |||||
| Accounts payable | Accounts payable | 50 | - | 50 | |||||
| Accrued payroll and related expenses | Accrued expenses | 194 | 100 | 294 | |||||
| Other accrued liabilities | Accrued expenses | 100 | (100 | ) | (c) | - | |||
| Current portion of finance/operating lease liability | Current portion of operating lease liabilities | 611 | (52 | ) | (d) | 559 | |||
| Current portion of finance/operating lease liability | Other current liabilities | - | 52 | 52 | |||||
| Employee retention credit liability | Employee retention credit liability | 1,684 | - | 1,684 | |||||
| Long-term portion of finance lease liability | Other noncurrent liabilities | 154 | - | 154 | |||||
| Long-term portion of operating lease liability | Operating lease liability, net of current portion | 3,799 | - | 3,799 | |||||
| Common stock | Common stock | 1 | - | 1 | |||||
| Retained earnings | Accumulated deficit | 838 | - | 838 |
| (a) | Reclassification<br> to “Prepaid expenses and other current assets” |
|---|---|
| (b) | Reclassification<br> to “Property and equipment, net” |
| (c) | Reclassification<br> to “Accrued expenses” |
| (d) | Reclassification<br> to “Other current liabilities” |
Note4 – Preliminary Purchase Price Allocation
PreliminaryPurchase Consideration
The estimated fair value of the consideration transferred is $8.7 million, and is comprised of the following components (in thousands):
| Cash consideration | $ | 6,000 |
|---|---|---|
| Fair value of common stock consideration | 1,304 | |
| Fair value of contingent equity consideration | 1,400 | |
| Total fair value of consideration transferred | $ | 8,704 |
Cashconsideration: Represents the amount of cash paid to the Sellers by the Company on the Closing Date in accordance with the terms of the Purchase Agreement.
Fairvalue of common stock consideration: Represents 607,287 shares of Vivos restricted common stock equal to $1.3 million based on the average price of the common stock on the Closing Date.
Fairvalue of contingent equity consideration: Upon the achievement of a financial milestone as defined in the Purchase Agreement, the Company will issue additional restricted shares of Vivos common stock equal to $1.5 million based on the VWAP of the common stock for the 30 days immediately preceding the date on which such milestone is achieved. The fair value of the contingent equity consideration was derived based on certain valuation inputs, including the closing share price of Vivos common stock on June 10, 2025 and the probability of meeting the milestone.
| 6 |
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PreliminaryEstimates of Fair Value
The following table summarizes the tangible and identifiable intangible assets acquired, and liabilities assumed used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet and statements of operations (in thousands).
| Consideration: | |||
|---|---|---|---|
| Cash | $ | 6,000 | |
| Unregistered common stock | 1,304 | ||
| Contingent earn-out payable | 1,400 | ||
| Total fair value of consideration transferred | $ | 8,704 | |
| Identifiable assets acquired and liabilities assumed: | |||
| Cash | $ | 864 | |
| Accounts receivable | 934 | ||
| Prepaid expenses and other assets | 51 | ||
| Property and equipment | 1,322 | ||
| Operating lease right-of-use assets | 2,378 | ||
| Intangible assets | 1,900 | ||
| Operating lease liabilities | (1,990 | ) | |
| Liabilities assumed | (2,362 | ) | |
| Net identifiable assets acquired | $ | 3,097 | |
| Goodwill | 5,607 | ||
| Net assets acquired | $ | 8,704 |
The final estimates of fair value will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary calculation used in the pro forma adjustments. The final estimates of fair value may include (i) changes in allocations to intangible assets including goodwill, (ii) other changes to assets and liabilities, and (iii) changes to the assessment of tax positions and tax rates.
IntangibleAssets
Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following (in thousands):
| Approximate Fair Value | Estimated Useful Lives | Valuation Methodology | ||
|---|---|---|---|---|
| Trade name | $ | 400 | 4 years | Relief from royalty method |
| Referral relationships | 1,500 | 8 years | Multi-period excess earnings method | |
| Total intangible assets | $ | 1,900 |
The amortization related to the identifiable intangible assets is reflected as an Acquisition Adjustment in the unaudited pro forma condensed combined statements of operations based on the estimated useful lives above as further described in Note 6. The fair values of the identifiable intangible assets are preliminary and are based on Management’s estimates as of the Closing Date. The Company applied judgement in estimating the fair value of these intangibles which involved the use of significant assumptions with respect to revenue forecasts, revenue growth, attrition rates, royalty rates, discount rates, and economic lives.
Note5 – Acquisition Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Acquisition Adjustments include the following adjustments, which are based on the Company’s preliminary estimates and assumptions, related to the unaudited pro forma condensed combined balance sheet as of March 31, 2025, adjusted for changes in assets acquired and liabilities assumed between March 31, 2025 and the Closing Date.
| 7 |
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| (a) | Represents<br> the cash consideration paid to The Sleep Center of Nevada sellers partially offset by the<br> cash received from the Promissory Note as follows (in thousands): | ||||||
|---|---|---|---|---|---|---|---|
| Cash paid to Seller | $ | (6,000 | ) | ||||
| --- | --- | --- | --- | ||||
| Cash received from Short-Term Promissory Note | 7,500 | ||||||
| Adjustment to reflect the preliminary purchase price allocation | 289 | ||||||
| Total acquisition adjustment to cash<br> and cash equivalents | $ | 1,789 | |||||
| (b) | Represents<br> the purchase accounting adjustment to reduce property and equipment to its fair value as<br> follows (in thousands). The impact of the purchase accounting adjustment to property and<br> equipment did not have a material effect on pro forma depreciation expense. | ||||||
| --- | --- | ||||||
| Historical balance | $ | (1,455 | ) | ||||
| --- | --- | --- | --- | ||||
| Fair value of property and equipment from purchase accounting | 1,322 | ||||||
| Total acquisition adjustment to property<br> and equipment | $ | (133 | ) | ||||
| (c) | SCN<br> is the lessee in operating leases related to seven practice locations. ASC 842, Leases,<br> requires an acquiree who is a lessee in a business combination to remeasure lease assets<br> and lease liabilities as if the lease were a new lease at the acquisition date, including<br> assessment of renewal options. The Company recorded the following remeasurement adjustments<br> based on the incremental borrowing rate applicable to each lease as of the Closing Date.<br> In addition, as part of the preliminary valuation analysis, the leases were evaluated using<br> the income approach to determine if their terms were favorable or unfavorable when compared<br> to market rates. Based on this analysis, two leases were determined to be outside market<br> rates resulting in a net favorable adjustment of $0.2 million to the right-of-use asset. | ||||||
| --- | --- | ||||||
| (in thousands) | Historical Balances | Remeasured Balances | Total Acquisition Adjustments | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Right-of-use asset - operating | $ | 4,345 | $ | 2,378 | $ | (1,967 | ) |
| Current portion of operating lease liabilities | 559 | 197 | (362 | ) | |||
| Operating lease liability, net of current portion | 3,799 | 1,991 | (1,808 | ) | |||
| (d) | Represents<br> the recognition of the fair value of intangible assets in accordance with purchase accounting<br> as described in Note 4. | ||||||
| --- | --- | ||||||
| (e) | Represents<br> the purchase accounting adjustment to goodwill based on the acquisition method. | ||||||
| --- | --- | ||||||
| (f) | Represents<br> an $8.2 million Promissory Note to finance the cash consideration portion of total consideration,<br> less $0.7 million in debt issuance costs incurred to obtain the Promissory Note. This obligation<br> is classified as long-term debt based on its term of eighteen months. | ||||||
| --- | --- | ||||||
| (g) | Represents<br> the purchase accounting adjustment to record the fair value of the contingent equity consideration. | ||||||
| --- | --- |
| 8 |
| --- | | (h) | The<br> following summarizes the adjustments to stockholders’ equity, including the elimination<br> of SCN’s historical equity (in thousands): | | --- | --- | | (in thousands) | Share Consideration Transferred<br> (Note 4) | | Elimination of SCN’s Stockholders’<br> Equity | | | Total Acquisition Adjustments | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Common stock | $ | - | $ | (1 | ) | $ | (1 | ) | | Additional paid-in capital | | 1,304 | | - | | | 1,304 | | | Accumulated deficit | | - | | (838 | ) | | (838 | ) | | Total | $ | 1,304 | $ | (839 | ) | $ | 465 | |
Note6 – Acquisition Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
| (a) | Represents<br> the reclassification of certain costs to conform to the presentation of Vivos’ historical<br> financial statements. | |||||||
|---|---|---|---|---|---|---|---|---|
| (b) | The<br> following table summarizes the estimated fair values of the SCN’s identifiable intangible<br> assets and their estimated useful lives including the incremental amortization for the periods<br> presented calculated on a straight-line basis. | |||||||
| (in thousands, except useful<br> lives) | Estimated Fair Value | Estimated Useful Life (months) | Amortization Expense - Three Months<br> Ended March 31, 2025 | Amortization Expense - Year Ended<br> December 31, 2024 | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Trade name | $ | 400 | 48 | $ | 25 | $ | 100 | |
| Referral relationships | 1,500 | 96 | 47 | 188 | ||||
| Total | $ | 72 | $ | 288 | ||||
| (c) | Represents<br> the interest expense (including amortization of debt issuance costs) on the Promissory Note<br> as if the loan was obtained on January 1, 2024 and was outstanding for the entire year ended<br> December 31, 2024 and the three months ended March 31, 2025. The interest rate assumed for<br> purposes of preparing this pro forma financial information was 9.0% which is the stated fixed<br> rate throughout the term of the Promissory Note. | |||||||
| --- | --- | |||||||
| (d) | Represents<br> the issuance of 607,287 shares of Vivos common stock paid to the Sellers as described in<br> Note 1. | |||||||
| --- | --- |
Given the Company’s history of net losses and full valuation allowances, Vivos’ management estimated an annual effective income tax rate of 0.0%. Therefore, the pro forma adjustments to the unaudited pro forma condensed combined statements of operations resulted in no income tax adjustments.
| 9 |
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