Vivos Therapeutics, Inc.

Previous wording

We have taken affirmative steps since December 31, 2025 to remedy the Minimum Stockholders’ Equity Requirement. Specifically, as previously reported, the Company engaged in two equity financing transactions during the first quarter ended March 31, 2026 for aggregate gross proceeds of $6.8 million: a $4.6 million warrant exercise inducement transaction and $2.25 million private placement with an existing investor. While these equity financings do not in and of themselves cure the Minimum Stockholders’ Equity Requirement deficiency, they demonstrate our ability to raise funding to bolster its stockholders’ equity.

Current wording

We have taken affirmative steps since December 31, 2025 to remedy the Minimum Stockholders’ Equity Requirement. Specifically, as previously reported, the Company engaged in two equity financing transactions during the first quarter ended March 31, 2026 for aggregate gross proceeds of $6.8 million: a $4.6 million warrant exercise inducement transaction and $2.25 million private placement with an existing investor. The Company also engaged in a $2 million private placement in the second quarter ended June 30, 2026 with one new and one existing investor. While these equity financings do not in and of themselves cure the Minimum Stockholders’ Equity Requirement deficiency, they demonstrate our ability to raise funding to bolster its stockholders’ equity.

Previous wording

In accordance with the Nasdaq Listing Rules, we have 45 calendar days, or until June 1, 2026, to submit a plan to regain compliance with the Stockholders’ Equity Requirement, which the Company plans to timely submit for the Staff’s consideration. If the plan is accepted, the Staff may grant us an extension period of up to 180 calendar days from the date of the deficiency notice (or through October 14, 2026) to regain compliance with the Minimum Stockholders’ Equity Requirement.

Current wording

In accordance with the Nasdaq Listing Rules, we timely submitted a plan to regain compliance with the Stockholders’ Equity Requirement for the Staff’s consideration. If the plan is accepted, the Staff may grant us an extension period of up to 180 calendar days from the date of the deficiency notice (or through October 14, 2026) to regain compliance with the Minimum Stockholders’ Equity Requirement.

Previous wording

Other income. Other income relates to the excess warrant fair value and change in fair value of warrant liability.

Current wording

Other income. Other income relates to the excess warrant fair value and change in fair value of warrant liability and contingent consideration for the purchase of SCN.

Previous wording

Our consolidated statements of operations for the three months ended March 31, 2026 and 2025 are presented below (dollars in thousands):

Current wording

Our consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (which includes incremental revenue recognized from the operations of SCN since June 10, 2025) are presented below (dollars in thousands):

Previous wording

Revenue increased approximately $2.1 million, or 70%, to approximately $5.1 million for the three months ended March 31, 2026 compared to $3.0 million for the three months ended March 31, 2025. This was due to an increase of approximately $2.0 million in sleep testing services and an increase of approximately $0.9 million of revenue generated from Vivos treatment to patients launched at two SCN locations. The increase in revenue during the three months ended March 31, 2026 was offset by the decline in product revenue attributable to a decrease of approximately $0.9 million in appliance sales to VIPs, offset by an increase of approximately $0.5 million in tooth positioner sales to VIPs. Additionally, we had a decrease in service revenue of approximately $0.2 million in our VIP enrollment revenue, a decrease of approximately $0.1 million in sponsorship, conference and training related revenue, and a decrease of approximately $0.1 million in Myofunctional therapy and BIS revenue.

Current wording

Revenue increased by approximately $1.3 million, or 35%, to approximately $5.2 million for the three months ended June 30, 2026 compared to $3.8 million for the three months ended June 30, 2025. The increase in total revenue during the second quarter of 2026 was impacted by an increase of approximately $1.9 million in service revenue and a decrease of approximately $0.5 million in product revenue. The decrease in product revenue is attributable to a decrease in appliance sales to VIPs of approximately $1.1 million. offset by a decrease of approximately $0.5 million in discounts offered and an increase in diagnostic reports of $0.1 million. The increase in service revenue is attributable to approximately $1.5 million in sleep testing services primarily generated from SCN and an increase of approximately $0.6 million of revenue generated from Vivos treatment to patients launched at two SCN locations, offset by a decrease of approximately $0.1 million in VIP enrollment revenue and approximately $0.1 million from sponsorship, seminar and other service revenue.

Previous wording

For the three months ended March 31, 2026, gross profit increased by approximately $1.5 million or 103% to $3.1 million. This increase was attributable to an increase in revenue of approximately $2.1 million, offset by an increase in cost of sales of approximately $0.6 million. Gross margin increased to 60% for the three months ended March 31, 2026, when compared to 50% for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2026, gross profit increased by approximately $0.8 million to $3.0 million. This increase was attributable to the increase in revenue of approximately $1.3 million and increase in cost of sales of $0.5 million. Gross margin increased to 57% for the three months ended June 30, 2026, compared to 55% for the three months ended June 30, 2025 due to the increase in higher margins on Service Revenue.

Previous wording

Depreciation and amortization expense was approximately $0.5 million for the three months ended March 31, 2026, compared to approximately $0.2 million for the three months ended March 31, 2025. Depreciation and amortization increased due to an increase in depreciable assets related to the new sleep center asset acquisition and affiliations.

Current wording

Depreciation and amortization expense increased $0.5 million to approximately $1.0 million for the six months ended June 30, 2026 from $0.5 million for the six months ended June 30, 2025. Depreciation and amortization increased during the period due to assets being placed into service during the period.

Previous wording

The financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. We have incurred losses since inception, including $7.7 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively, resulting in an accumulated deficit of approximately $133 million as of March 31, 2026.

Current wording

The financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. We have incurred losses since inception, including $5.5 and $5.0 million for the three months ended June 30, 2026 and 2025, respectively, and $13.3 and $8.9 million for the six months ended June 30, 2026 and 2025, respectively, resulting in an accumulated deficit of approximately $138.5 million as of June 30, 2026.

Previous wording

Net cash used in operating activities amounted to approximately $6.0 and $3.8 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had total liabilities of approximately $26.3 million as compared with $26.7 million as of December 31, 2025.

Current wording

Net cash used in operating activities amounted to approximately $9.2 and $7.3 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had total liabilities of approximately $28.1 million.

Previous wording

As of March 31, 2026, we had approximately $2.1 million in cash and cash equivalents, which will not be sufficient to fund operations and strategic objectives over the next twelve months from the date of issuance of these financial statements. As of the date of this Report, we have both near and long term cash requirements to operate our business, and without additional financing, these factors raise substantial doubt regarding our ability to continue as a going concern.

Current wording

As of June 30, 2026, we had approximately $1.8 million in cash and cash equivalents, which will not be sufficient to fund operations and strategic objectives over the next twelve months from the date of the issuance of these financial statements. Without additional financing, these factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Previous wording

Until we attain positive cash flow, our management is reviewing all options to obtain additional financing to fund our operations. We financed the SCN acquisition from the issuance of senior secured debt and equity securities. As reflected in our increase in revenue for the three months ended March 31, 2026, we expect the SCN acquisition will ultimately allow our company to achieve positive cash flows; however, there is a risk this may not occur. We seek to acquire other sleep centers in transactions similar to the SCN Acquisition or enter into other strategic alliances with improved terms. There can be no assurances that adequate additional funding will be available on favorable terms, or at all. If such funds are not available in the future, or if alliances or acquisitions do not result in the patient volume, appliance sales and financial results within the timeframes we expect, we may be required to delay, significantly modify or terminate some or all of our operations, all of which could have a material adverse effect on us and our stockholders.

Current wording

Until we have attained positive cash flow, our management is reviewing all options to obtain additional financing to fund our operations. We financed the SCN acquisition from the issuance of senior secured debt and equity securities. We expect the SCN acquisition will ultimately allow our company to achieve positive cash flows; however, there is a risk this may not occur. We originally expected the Strategic Alliance Agreement (“SAA”) with Rebis Health entered into in June 2024 to increase patient volume, drive top line revenue and lower customer acquisition costs and overhead. However, due to ongoing delays at Rebis Health that are beyond our control, we are currently re-evaluating and lowering our revenue expectations under the SAA. As such, we seek to acquire other sleep centers in transactions similar to the SCN acquisition or enter into other strategic alliances. There can be no assurances that adequate additional funding will be available on favorable terms, or at all. If such funds are not available in the future, or the SAA or similar alliances or acquisitions do not result in the patient volume, appliance sales and financial results within the timeframes we expect, we may be required to delay, significantly modify or terminate some or all of our operations, all of which could have a material adverse effect on us and our stockholders.

Previous wording

The following table presents a summary of our cash flow for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table presents a summary of our cash flow for the six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Net cash used in operating activities of approximately $6.0 million for the three months ended March 31, 2026 which represents an increase of approximately $2.4 million compared to net cash used in operating activities of approximately $3.8 million for the three months ended March 31, 2025. This increase is due primarily to an increase of approximately $3.9 million in our net loss, including $0.5 million in fair value of Common Stock issued for services, offset by an increase of approximately $0.6 million in accrued expenses, an increase of approximately $0.4 million in contract liabilities, an increase of $0.3 million for depreciation and amortization, and an increase of approximately $0.2 million in accounts payable.

Current wording

Net cash used in operating activities of approximately $9.2 million for the six months ended June 30, 2026 an increase of approximately $1.9 million compared to net cash used in operating activities of approximately $7.3 million for the six months ended June 30, 2025. This increase is due primarily to a $4.4 million increase in net loss for the six months ended June 30, 2026, a decrease in other liabilities of $0.6 million, a decrease in stock-based compensation expense of approximately $0.4 million, offset by an increase of approximately $0.7 million in accounts payable, an increase of approximately $1.2 million in accrued expenses, an increase in depreciation and amortization of $0.5 million, an increase of $0.4 million in accounts receivable and an increase of approximately $0.6 million related to the fair value of common stock issued for services.

Previous wording

For the three months ended March 31, 2026, net cash used in investing activities consisted of capital expenditures of less than $0.1 million for leasehold improvements. This compares to net cash used in investing activities for the three months ended March 31, 2025 of $0.1 million due to capital expenditures for the development of software for internal use.

Current wording

For the six months ended June 30, 2026, net cash used in investing activities consisted of approximately $0.4 million related to the acquisition of property, plant and equipment. This compares to net cash used in investing activities for the six months ended June 30, 2025 of approximately $5.1 million for payment of a business acquisition and capital expenditures of $0.9 million related to internally developed software.

Previous wording

Net cash provided by financing activities of $6.1 million for the three months ended March 31, 2026, is attributable to proceeds of approximately $4.6 million from the exercise of warrants, approximately $1.4 million from the issuance of debt, approximately $0.6 million from the issuance of warrants, and approximately $0.3 million from the issuance of common stock, net of approximately $0.4 million repayment of debt and $0.3 million of professional fees and other issuance costs associated with equity and debt financings. This compares to no cash provided by investing financing for the three months ended March 31, 2025.

Current wording

Net cash provided by financing activities of $9.3 million for the six months ended June 30, 2026, is attributable to proceeds of approximately $4.6 million from the exercise of warrants, approximately $3.0 million from the issuance of debt and $1.0 million for the issuance of preferred stock, offset by a decrease of approximately $6.6 million of proceeds from debt and a decrease of approximately $0.6 million from the issuance of warrants.

Previous wording

Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We have reviewed and determined that those critical accounting policies and estimates remain our critical accounting policies and estimates as of and for the three months ended March 31, 2026.

Current wording

Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We have reviewed and determined that those critical accounting policies and estimates remain our critical accounting policies and estimates as of and for the three and six months ended June 30, 2026.