Vivos Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 1 -ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

BioModeling Solutions, Inc. (“BioModeling”) was organized on March 20, 2007 as an Oregon limited liability company, and subsequently incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the “SEA”) with First Vivos, Inc. (“First Vivos”), and Vivos Therapeutics, Inc. (“Vivos”), a Wyoming corporation established on July 7, 2016 to facilitate the SEA transaction. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of common stock and warrants of BioModeling and all of the shares of common stock of First Vivos were exchanged for newly issued shares of common stock and warrants of Vivos, the legal acquirer.

The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company’s historical financial statements and recorded at their historical carrying amounts.

On August 12, 2020, Vivos reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law. Accordingly, as used herein, the term “the Company,” “we,” “us.” “our” and similar terminology refer to Vivos Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. As used herein, the term “Common Stock” refers to the common stock, $0.0001 par value per share, of Vivos Therapeutics, Inc., a Delaware corporation.

On June 10, 2025, we acquired all of the operating assets (the “Acquisition”) of R.D. Prabhu-Lata K. Shete MDs, LTD., a Nevada professional corporation d/b/a The Sleep Center of Nevada (“SCN”) in consideration for a (i) cash payment equal to $6.0 million, (ii)607,287 shares of restricted Common Stock, equal to $1.3 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 in connection with the Acquisition.

On July 14, 2025, we entered into a management agreement with MISleep Solution LLC to provide full suite of Vivos treatments and services to OSA patients at a joint location in Auburn Hills, Michigan. As a result, we formed AIM Detroit, LLC, a Colorado limited liability company (“AIM Detroit”) to serve as a management services organization to medical and dental clinical sleep practices located in the Detroit Tri-County metropolitan area, to wit: Wayne County, Oakland County and Macomb County. The Company holds an 80% ownership interest in AIM Detroit. See Note 17 for further information.

Description of Business

We are a medical technology and services company that features a comprehensive suite of proprietary oral appliances and therapeutic treatments. Our products non-surgically treat certain maxillofacial and developmental abnormalities of the mouth and jaws that are closely associated with breathing and sleep disorders such as, mild to severe obstructive sleep apnea (“OSA”) and snoring in adults. We offer three separate clinical pathways or programs to providers: (i) Guided Growth and Development, (ii) Lifeline and (iii) Complete Airway Repositioning and Expansion (“C.A.R.E.”). Each program features certain oral appliances coupled with specific therapeutic treatments, and each clinical pathway is intended to address the specific needs of a diverse patient population with different patient journeys. For example, the Guided Growth and Development program features the Vivos Guide and PExappliances along with CO 2 laser treatments and other adjunctive therapies designed for treating palatal growth and expansion in pediatric patients as they grow. The mid-range priced Lifeline program features a selection of mandibular advancement devices (“MADs”) such as the Versa and Vida Sleep which are U.S. Food and Drug Administration (“FDA”) 510(k) cleared for mild-to-moderate OSA in adults, along with the patented Vida appliance, which is FDA 510(k) cleared as unspecified classification for the alleviation of Temporomandibular Joint Dysfunction (“TMD”) symptoms, bruxism, migraine headaches, and nasal dilation.

We are a medical technology and services company that features a comprehensive suite of proprietary oral appliances and therapeutic treatments. We non-surgically treat certain maxillofacial and developmental abnormalities of the mouth and jaws that are closely associated with breathing and sleep disorders such as, mild to severe obstructive sleep apnea (“OSA”) and snoring in adults.

Our flagship C.A.R.E. program, which is part of The Vivos Method, features our patented DNA, mRNA and mmRNA appliances, which are also FDA 510(k) cleared for mild-to-severe OSA and snoring in adults. The Vivos Method may also include adjunctive myofunctional, chiropractic/physical therapy, and laser treatments that, when properly used with the C.A.R.E. appliances, constitute a powerful non-invasive and cost-effective means of reducing or eliminating OSA symptoms. In a small subset of a study, the data has actually shown that The Vivos Method can reverse OSA symptoms in a large portion (up to 80%) of patients. The primary competitive advantage of The Vivos Method over other OSA therapies is that The Vivos Method’s typical course of treatment is limited in most cases to 12 to 15 months, and it is possible not to need lifetime intervention, unlike CPAP and neuro-stimulation implants. Additionally, out of approximately 75,000 patients treated to date worldwide with our entire current suite of products, there have been very few instances of relapse.

Although not our current focus due to the pivot in the business model, we have historically offered a suite of diagnostic and support products and services to dental and medical providers and distributors who service patients with OSA or related conditions. Such products and services include (i) VivoScore home sleep screenings and tests (powered by SleepImage®technology), (ii) Treatment Navigator (a concierge service to assist a provider in educating and supporting the doctors as they navigate insurance coverage, diagnostic indications and treatment options), (iii) Billing Intelligence Services (which optimizes medical and dental reimbursement), (iv) advanced training and continuing education courses at our Vivos Institute in Denver, Colorado, and (v) MyoSync (formerly MyoCorrect), a service through which Vivos-trained providers can provide orofacial myofunctional therapy (“OMT”) to patients via a telemedicine platform. Some of these services including home sleep screenings, treatment navigator services and MyoSync are being provided to patients directly under the new sales, marketing and distribution model described below. With this pivot, we shifted our Medical Integration Division (“MID”) to pursue strategic alliances and acquisitions of sleep centers to provide better options using Vivos products for patients who have been diagnosed with OSA.

Legacy Business Model

Our business model has historically been to teach, train, and support dentists, medical doctors, and distributors in the use of our products and services. Dentists who use our products and services typically enroll in a variety of live or online training and educational programs offered through our Vivos Institute; an 18,000 sq. ft. facility located near the Denver International Airport. Dentists are able to select the specific program or clinical pathway that they want to focus on, such as Guided Growth and Development or Lifeline or both. They could also enroll in our Vivos Integrated Provider (“VIP”) program for the complete set training, educational, and support services available in all three clinical pathway programs. Dentists enrolled in the VIP program are referred to as “VIPs.” We historically charged up front enrollment fees to educate and train new VIPs. We also charged for the ancillary support services listed above and view each product and service as a revenue center. We refer to the VIP-focused business model herein as our “legacy” or “historic” business model.

New Sales, Marketing and Distribution Model

Over the course of 2024 and during 2025, we worked to pivot our business strategy and began to steadily decrease our prior dependence on dentists to sell our products and our dependence on VIP enrollment revenue. This new business strategy is focused on contractual alliances with and outright acquisitions of sleep specialty providers, sleep centers and others and is based on a profit-sharing model between us and the provider which aligns our revenue generation more directly to sales of our novel appliances.

In June 2025, we acquired all assets, including operating assets such as sleep testing, diagnostics, and treatment centers of SCN. The Acquisition marked a milestone in the 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 and related product and service revenue from SCN.

On July 14, 2025, we entered into a management agreement under this revised approach with MISleep Solution LLC to provide full suite of Vivos treatments and services to OSA patients at a joint location in Auburn Hills, Michigan. Consistent with our new model, we own a supermajority equity stake in the management services company, with the sleep doctors having minority ownership interests. AIM Detroit entered into Practice Administration Agreements and Management and Succession Agreements with affiliated Practices (defined as the professional medical and dental practice entities, including Sleep Dentistry of Detroit, P.C. and Sleep Medicine of Detroit, P.C., each owned and controlled by their respective licensed professionals) under which AIM Detroit provides business, administrative, and other non-clinical management services, while all clinical and professional services remain exclusively under the authority and control of the Practices and their licensed professionals.

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 refer to this new model herein alternatively as our new sales, marketing and distribution model or our strategic alliance and/or acquisition model.

Basis of Presentation and Consolidation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with current United States generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations, and cash flows. The condensed consolidated balance sheet at December 31, 2025 has been derived from audited financial statements at that date. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to instructions, rules, and regulations prescribed by the United States Securities and Exchange Commission (“SEC”).

The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the December 31, 2025 audited consolidated financial statements contained in the Company’s 2025 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on April 15, 2026.

We evaluate our interests in legal entities to determine whether such entities should be consolidated under the voting interest entity model or the variable interest entity (“VIE”) model. When we determine that it is the primary beneficiary of a VIE, we consolidate the entity and includes its assets, liabilities, revenues, and expenses in the consolidated financial statements. Ownership interests not held by Vivos are reflected as noncontrolling interests within equity. All significant intercompany balances and transactions have been eliminated in consolidation. See Note 17 for additional information regarding Vivos’ involvement with AIM Detroit.

Purchase Price Allocation

We account for business combinations in accordance with ASC Topic 805, Business Combinations, which requires the assets acquired and liabilities assumed in business combinations based on their estimated fair values at the date of acquisition, which involves a number of assumptions, estimates, and judgments, which are inherently uncertain and subject to refinement. We determine the estimated fair values with the assistance of valuations performed by third party specialists, discounted cash flow analysis, and estimates made by management derived from comparable market data and cash flow projections used to value the acquired business. Our ability to realize the future cash flows used in our fair value estimates may be affected by changes in our financial condition, financial performance, or business strategies. Our assumptions and estimates are also used to allocate goodwill to our reporting units that are expected to benefit from the business combination.

Emerging Growth Company Status

Effective December 31, 2025, the Company was no longer an “emerging growth company” (an “EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, the Company has lost some of the benefits of being an EGC, although the Company remains a “smaller reporting company” and therefore can avoid the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) (assuming the Company remains a smaller reporting company at December 31, 2026.)

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. We base our estimates and assumptions on existing facts, historical experience, and various other factors that we believe are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Our significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, determining customer life and breakage related to recognizing revenue for VIP contracts, impairment of goodwill and long-lived assets; valuation assumptions for assets acquired in asset acquisitions and business combinations; valuation assumptions for stock options, warrants, warrant liabilities and equity instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. We believe we have made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between our estimates and the actual results, our future consolidated results of operations will be affected.

Accounting Pronouncements

Presented below is a discussion of new accounting standards including deadlines for adoption.

Recent Accounting Pronouncements Yet to be Adopted

In November 2024, the FASB issued ASU No. 2024-03,Disaggregation of Income Statement Expenses (“ASU 2024-03”). The standard’s purpose is “to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).” Public companies will be required to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period. Specifically, they will be required to:

The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of this new guidance on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06,Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software(“ASU 2025-06”), which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability. The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements. ASU 2025-06 also requires website-specific development costs to be evaluated under the same framework as other internal-use software and clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10. The amendments in the ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on our consolidated financial statements and disclosures.

We have reviewed and considered all other recent accounting pronouncements that have not yet been adopted and believe there are none that could potentially have a material impact on our business practices, financial condition, results of operations, or disclosures.

NOTE 2 -LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN

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 $13.2 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.

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.

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.

We have implemented cost savings measures that lead to reduced impact to cash used in operations. However, sales did not grow in the financial year ended December 31, 2025 and the first six months of 2026 as anticipated as we continued to refine our product offerings and strategies. As such, notwithstanding that we have raised equity capital throughout the fiscal year ended December 31, 2025 and through the first half of 2026, we will be required to obtain additional financing to satisfy the cash needs for our business and bolster our stockholders’ equity for Nasdaq compliance purposes, as management continues to work towards increasing revenue to achieve cash flow positive operations in the foreseeable future

The 2025 acquisition of SCN has increased patient volume and increased top line revenue and also lowered customer acquisition costs. However, revenues have not been sufficient to cover expenses fully, and until a state of increased revenues and cash flow positivity is reached, management will continue to review all options to obtain additional financing to fund operations. This financing is expected to come primarily from the issuance of equity securities in order to sustain operations until we can achieve positive cash flows and profitability, if ever. However, there can be no assurances that adequate additional funding will be available on favorable terms, or at all. If such funds are not available in the future, or that SCN will not result in the patient volume and financial results within the expected timeline and we may be required to delay, significantly modify or terminate some or all of our operations, all of which could have a material adverse effect on us and our stockholders.

We do not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

NOTE 3 -REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES

Net Revenue

For the three and six months ended June 30, 2026 and 2025, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands):

Changes in Contract Liabilities

The key components of changes in contract liabilities related to our legacy model for the six months ended June 30, 2026 and 2025 are as follows (in thousands):

The current portion of deferred revenue is approximately $0.6 million, which is expected to be recognized over the next 12 months from the date of the period presented. Additionally, revenue from breakage on contract liabilities was approximately $0 and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and approximately $0.0 and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.

Changes in Accounts Receivable

Our customers are billed based on fees agreed upon in each customer contract. Receivables from customers, which are stated at the net amount expected to be collected, were $1.4 million at June 30, 2026 and $1.6 million at December 31, 2025. Adjustments to the allowance are recorded in bad debt expense under general and administrative expenses in the consolidated statement of operations. An allowance of $1.2 and $0.9 million existed as of June 30, 2026 and December 31, 2025, respectively.

NOTE 4 -PROPERTY AND EQUIPMENT, NET

As of June 30, 2026 and December 31, 2025, property and equipment consist of the following (in thousands):

Leasehold improvements relate to the Vivos Institute (a 18,000 square foot facility where we provide advanced post-graduate education and certification to dentists, dental teams, and other healthcare professionals in a live and hands-on setting), two Company-owned dental centers in Colorado, seven diagnostic centers, two treatment centers in Nevada and one treatment center in Detroit. Total depreciation and amortization expense was $0.3 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively, and $0.6 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively.

NOTE 5 -GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill of $8.6 million as of June 30, 2026 and December 31, 2025, consisting of the following acquisitions (in thousands):

Intangible Assets

Intangible assets consist of assets acquired from First Vivos and costs paid to (i) MyoSync, from whom we acquired certain assets related to its OMT service in March 2021, (ii) Lyon Dental, from whom we acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software underlying AireO2) for work related our acquired patents, intellectual property and customer contracts and (iii) AFD, from whom we acquired certain U.S. and international patents, trademarks, product rights, and other miscellaneous intellectual property in March 2023, and (iv) SCN, from whom we acquired tradenames and referral relationships. Internal-use software of $2.4 million represents capitalized software development costs for cloud-based ordering platform placed in service early 2025.

The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets, which approximates five years. The costs paid to MyoSync, Lyon Dental and AFD for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15 years. The identifiable intangible assets acquired from SCN for tradenames are to be amortized over four years, and the referral relationships are to be amortized over eight years.

As of June 30, 2026, and December 31, 2025, identifiable intangible assets were as follows (in thousands):

Amortization expense of identifiable intangible assets was $0.2 and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, amortization expense was $0.4 and $0.2 million, respectively. The estimated future amortization of identifiable intangible assets is as follows (in thousands):

NOTE 6 –OTHER FINANCIAL INFORMATION

Accrued Expenses

As of June 30, 2026 and December 31, 2025, accrued expenses consist of the following (in thousands):

NOTE 7 –DEBT AND OTHER LIABILITIES

Debt

We had the following outstanding Note Payable balance as of June 30, 2026 and December 31, 2025, excluding equipment financing:

On June 9, 2025, we entered into a note purchase agreement the Lender secured by the assets of Airway Integrated Management Company, LLC, a Colorado limited liability company and a wholly-owned subsidiary of the Company (“AIM”), pursuant to which we agreed to issue and sell to the Lender the Note in an aggregate initial principal amount of $8.3 million, which is payable on or before the date that is 18 months from the issuance date. The initial principal amount includes an original issue discount of $0.7 million and $50 thousand that we agreed to pay to the Lender to cover the Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs. The net proceeds of the Note were $7.5 million.

Interest on the Note accrues at a rate of 9% per annum and is payable on the maturity date. The Company may prepay all or a portion of the Note at any time.

A monitoring fee of 10% of the outstanding balance was charged starting on the 120-day anniversary of the issuance of the Note (October 7, 2025) to cover Lender’s accounting, legal and other costs incurred in monitoring. The foregoing fee was automatically be added to the outstanding balance on the applicable date without any further action by either party.

Beginning on the sixth month anniversary of the issuance, which was December 9, 2025, the Lender shall have the right to redeem up to $0.6 million of the Note plus any interest accrued thereunder each month by providing written notice delivered to us; provided, however, that if the Lender does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the Lender to redeem in any further month in addition to such future month’s monthly redemption amount. Upon receipt of any monthly redemption notice, we shall pay the applicable monthly redemption amount in cash to the Lender within three (3) trading days of the Company’s receipt of such monthly redemption notice. As of June 30, 2026 and December 31, 2025, the lender redeemed $1.0 million and less than $0.1 million, respectively.

The Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate equal to the lesser of twenty-two percent (22%) or the maximum rate permitted under applicable law. Upon the occurrence of an event of default, interest would accrue on the outstanding balance of the Note beginning on the date the applicable event of default occurred.

On December 5, 2025, we entered into a Note Purchase Agreement with Avondale Capital, LLC, a Utah limited liability company (“Avondale”), pursuant to which we issued and sold to Avondale a Promissory Note in the original principal amount of $2.1 million. The principal amount of the Avondale Note includes an original issue discount of $0.6 million. We also agreed to pay $6,000 to Avondale to cover its legal fees, accounting costs, due diligence, monitoring, and other transaction costs, each of which was added to the principal amount of the Avondale Note, resulting in a purchase price of for the Avondale Note and gross proceeds to us of approximately $1.5 million. The Avondale Note is not convertible into shares of Common Stock or otherwise. Avondale is an affiliate of Streeterville.

The Avondale Note does not bear interest and no interest will accrue on the Avondale Note unless an event of default occurs as further described below. We have made weekly payments of approximately $70 thousand beginning on December 12, 2025. The Company may prepay the outstanding amount due under the Avondale Note at any time without penalty. The Company used the net proceeds from the Avondale Note Financing for working capital and other general corporate purposes. No placement agent was used in connection with the Avondale Note Financing. As of June 30, 2026, we have paid approximately $1.7 million to Avondale.

The Avondale Note is unsecured. In connection with the Avondale Note Financing, the Company has caused Company’s wholly-owned subsidiary, AIM to enter into the Guaranty Agreement, dated December 5, 2025, in favor of Avondale to provide a guarantee of the Company’s obligations to Avondale under the Avondale Note and the other transaction documents.

Equipment Financing

At June 30, 2026 and December 31, 2025, we had the following outstanding notes payable for equipment financing as follows (in thousands):

The maturity of notes payable for equipment financing is as follows (in thousands):

Interest expense recognized on the condensed consolidated statement of operations was $1.1 million and $2.2 million for the three and six months ended June 30, 2026, respectively, and is reported as part of Other Expense in the Statement of Operations.

Other Liabilities

As of June 30, 2026 and December 31, 2025, other liabilities consist of the following (in thousands):

The fair value of the contingent consideration was determined using a Monte Carlo simulation of potential outcomes. The contingent consideration is payable in the form of restricted Common Stock equal to $1.5 million based on the volume-weighted average price of the Common Stock for the 30 days immediately preceding the date on which such financial milestone is achieved. If the financial milestone is not achieved, the contingent consideration will not be paid. The fair value of the contingent consideration was based on the valuation of their fair values on the Acquisition closing date.

This contingent consideration liability is recognized as a liability due to the variability of the potential share settlement and will be remeasured at fair value each reporting period until the contingency is resolved, with changes in fair value recognized in operating expenses. During the three and six months ended June 30, 2026, we recognized a gain in other income for the change in fair value of contingent consideration of approximately $0.3 and $0.4 million, respectively. Significant assumptions included a discount rate of 9% as well as projected revenue derived from internal forecasts with a three-month volatility rate of 20%.

NOTE 8 –PREFERRED STOCK

As of June 30, 2026, our Board of Directors continues to have the authority to designate up to 50,000,000 shares of Preferred Stock in various series that provide for liquidation preferences, and voting, dividend, conversion, and redemption rights as determined at the discretion of the Board of Directors.

June 2026 PIPE Offering and Conversion of V-CO 4 Bridge Note

On June 30, 2026, we entered into a Securities Purchase Agreement (the “PIPE SPA”) with V-Co 4 and Bigger Capital Fund, LP (“Bigger” and collectively, the “Investors”).

Pursuant to the PIPE SPA, the Company sold an aggregate of 3,608,495 units (the “Units”), at a purchase price of $0.582 per Unit, with each Unit consisting of (i) one share of Series A Convertible Preferred Stock, par value $0.0001 per share and with a stated value of $0.456 per share (the “Preferred Stock”), convertible into one share of Common Stock on a one-for-one basis, and (ii) Common Stock purchase warrants with a five year term (collectively, the “Warrants”) to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Stock included in such Unit.

The $0.582 per Unit purchase price comprises $0.456 attributable to the share of Preferred Stock included in such Unit and $0.125 attributable to the Warrant included in such Unit. Such $0.125 per Warrant Share was included for purposes of satisfying the “Minimum Price” requirement of Nasdaq Listing Rule 5635(d), but not in determining the exercise price of the Warrants. The $0.456 Market Price was calculated as the lower of (i) the Nasdaq official closing price of the Common Stock on the trading day immediately preceding the date of the PIPE SPA and (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately preceding the date of the PIPE SPA. The $0.582 per Unit purchase price accordingly exceeds the sum of the $0.456 Market Price and the $0.125 per Warrant Share attribution. The PIPE Offering closed on June 30, 2026. The aggregate purchase price for the securities sold in the PIPE Offering was $2.1 million. The Company received $1,000,000 in cash proceeds upon the closing of the PIPE Offering. Additionally, $1,000,000 previously funded by V-Co 4 under a previously reported bridge promissory note entered into by the Company and V-Co 4 on May 7, 2026 (the “Bridge Note”) automatically converted into the PIPE Offering. The gross proceeds of funded under the Bridge Note of $1.0 million exclude an original issue discount of $100,000 paid by the Company in connection with previous funding under the Bridge Note.

NOTE 9 –COMMON STOCK

We are authorized to issue 200,000,000 shares of Common Stock. Holders of Common Stock are entitled to one vote for each share held. Our Board of Directors may declare dividends payable to the holders of Common Stock.

The following is a description of Common Stock transactions since December 31, 2025:

January 2026 Warrant Inducement Transaction

On January 15, 2026, we entered into a warrant inducement letter agreement (the “January 2026 Inducement Agreement”) with an institutional investor (the “Holder”), pursuant to which the Holder agreed to exercise for cash the entirety of its January 2023 Warrants, November 2023 Series A Warrants and February 2024 Inducement Warrants at a reduced exercise price of $2.34 per share (with such exercise price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market), resulting in gross proceeds to the Company of approximately $4.6 million. The January 2023 Warrant, the November 2023 Warrant and the February 2024 Inducement Warrant are referred to collectively as the “January 2026 Exercised Warrants.” The resale of the shares of Common Stock underlying the January 2026 Exercised Warrants have been registered pursuant to a Post-Effective Amendment to Form S-1 on a Registration Statement on Form S-3 (File No. 333-278564), which became effective with the SEC on January 7, 2026.

January 2026 V-CO Investors 3 LLC Note

On January 15, 2026, we entered into an unsecured convertible promissory note in favor of V-CO Investors 3 LLC (“V-CO 3”) in the maximum principal amount of up to $5,500,000 (the “V-CO 3 Note” and the maximum principal amount, inclusive of the original issuance discount described below, the “Maximum Principal”). V-CO 3 is an affiliate of Seneca.

The purpose of the V-CO 3 Note is to provide advanced funding and support to the Company in connection with a proposed equity financing of the Company in the aggregate amount of up to $5,500,000 (the “Subsequent Financing”).

On January 15, 2026 and March 26, 2026, V-CO funded an initial $900,000 and $500,000, respectively, to the Company under the V-CO 3 Note. The Maximum Principal shall include a ten percent (10%) original issuance discount of the aggregate Maximum Principal as a financing fee to V-CO 3.

The V-CO 3 Note does not bear any interest, except in the case of an event of default, which is defined as(i) the Company fails to pay the principal or any accrued interest under the V-CO 3 Note on demand, (ii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement in any material respect contained in the V-CO 3 Note, (iii) the Company’s voluntary bankruptcy or (iv) an involuntary bankruptcy is commenced against the Company. Upon the occurrence of any event of default, interest shall accrue on the V-CO 3 Note at a rate equal to fifteen percent (15%) per annum and shall be computed on the basis of a 365-day year.

In the event of a Subsequent Financing prior to the Outside Date, all principal under the V-CO 3 Note shall automatically convert dollar-to-dollar, without any further action required on the part of V-CO or the Company, into such equity instruments of the Company as are issued in the Subsequent Financing. The Subsequent Financing may, but is not required to be, led by V-CO. Following the Outside Date, the Company may repay all or any portion of the outstanding principal amount and any accrued interest of the V-CO 3 Note in whole or in part without penalty.

On March 31, 2026, we entered into an equity financing with V-CO 3 and accordingly, $1,400,000 of the V-CO 3 automatically converted into such equity financing. For more information, please refer to “March 2026 PIPE Offering” below.

March 2026 PIPE Offering

On March 31, 2026, the Company entered into a Securities Purchase Agreement (the “March 2026 PIPE SPA”) with V-CO 3.

Pursuant to the March 2026 PIPE SPA, the Company sold to V-CO 3 in a private placement offering (the “March 2026 PIPE Offering”): (i)1,353,625 shares (the “March 2026 PIPE Shares”) of Common Stock, (ii) a pre-funded warrant to purchase 429,957 shares of Common Stock (the “March 2026 Pre-Funded Warrant”, with the shares of Common Stock underlying the Pre-Funded Warrant being referred to as the “March 2026 PFW Shares”), (iii) a Series A Common Stock Purchase Warrant (the “March 2026 Series A Warrant”) to purchase up to 1,783,582 shares of Common Stock and (iv) a Series B Common Stock Purchase Warrant to purchase up to 1,783,582 shares of Common Stock (the “March 2026 Series B Warrant”, and together with the Series A Warrant, the “March 2026 Common Stock Purchase Warrants”, and together with the Pre-Funded Warrant, the “March 2026 Warrants”, and with the shares of Common Stock underlying the Common Stock Purchase Warrants being referred to as the “March 2026 Warrant Shares”).

V-CO 3 paid a purchase price of $1.34 for each March 2026 PIPE Share and March 2026 Pre-Funded Warrant Share and associated March 2026 Common Stock Purchase Warrants, with such price being established for purposes of compliance with the listing rules of the Nasdaq Stock Market LLC. The March 2026 PIPE Offering closed on March 31, 2026. The Company received $850,000 in cash proceeds upon the closing of the March 2026 PIPE Offering. Additionally, $1,400,000 previously funded by V-CO 3 under the V-CO 3 Note automatically converted into the PIPE Offering. The gross proceeds funded under the V-CO 3 Note exclude an original issue discount of $140,000 paid by the Company in connection with previous funding under the V-CO 3 Note. The Company expected to use the net proceeds from the March 2026 PIPE Offering for general working capital purposes. No placement agent was used in connection with the March 2026 PIPE Offering.

Both March 2026 Common Stock Purchase Warrants have an exercise price of $1.09 per share and became exercisable immediately as of the date of issuance. The March 2026 Common Stock Purchase Warrants are identical to each other, other than their dates of expiration (the March 2026 Series A Warrant has a term of two years and the March 2026 Series B Warrant has a term of five years). The March 2026 Pre-Funded Warrant has a term ending on the complete exercise of the March 2026 Pre-Funded Warrant, an exercise price of $0.0001 per share and became exercisable immediately as of the date of issuance. The March 2026 Warrants also contain customary stock-based (but not price-based) anti-dilution protection as well as beneficial ownership limitations preventing Seneca or its affiliates from exercising March 2026 Warrants if such exercise would result in Seneca or its affiliates from owning in excess of 19.99% of the then outstanding Common Stock.

The terms of the March 2026 PIPE SPA require the Company to file a registration statement on Form S-3 or other appropriate form registering the March 2026 PIPE Shares, the March 2026 PFW Shares and the March 2026 Warrant Shares (collectively, the “March 2026 Registerable Securities”) for resale no later than 45 days of the closing of the March 2026 PIPE Offering and to use commercially reasonable best efforts to cause such resale registration statement to be effective within 90 days of the closing of the March 2026 PIPE Offering. The Company must also use its commercially reasonable efforts to keep such resale registration statement continuously effective (including by filing a post-effective amendment to such resale registration statement or a new registration statement if such resale registration statement expires) for a period of three (3) years after the date of effectiveness of such resale registration statement or for such shorter period as such securities no longer constitute March 2026 Registrable Securities, subject to certain limitations specified in the March 2026 PIPE SPA.

The March 2026 PIPE SPA further provides that the Company shall pay V-CO 3 in the amount equal to $50,000 for the fees and expenses of V-CO 3’s counsel incurred in connection with the March 2026 PIPE Offering. The March 2026 PIPE SPA also includes standard representations, warranties, indemnifications, and covenants of the Company and V-CO 3.

“At-the-Market” Equity Offering

As previously reported on a Current Report on From 8-K filed on February 14, 2025 (the “February 8-K”), on February 14, 2025, pursuant to a prospectus supplement to the Company’s previously filed shelf registration statement on Form S-3 (File No. 333-262554) (the “Prior Shelf Registration”), the Company entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with HCW, pursuant to which the Company may offer and sell shares of Common Stock from time to time through HCW. The Company did not sell any shares of Common Stock under the Prior Shelf Registration pursuant to the ATM Sales Agreement.

On September 12, 2025, the Company filed a prospectus supplement (the “ATM Pro Supp”) with the SEC pursuant to which the Company may continue, under the ATM Sales Agreement, to sell, from time to time, up to an aggregate sales price of $5,830,572 of its Common Stock (the “ATM Shares”), through HCW as sales agent. HCW will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of Shares. In connection with the sale of our ATM Shares on our behalf, HCW will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of HCW will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to HCW with respect to certain liabilities, including liabilities under the Securities Act.

The offer and sale of the ATM Shares have been made pursuant to a shelf registration statement on Form S-3 (File No. 333-284834), as amended (the “New Shelf Registration”), initially filed by the Company with the SEC on February 11, 2025 and declared effective by the SEC on September 10, 2025, as supplemented by the ATM Pro Supp filed with the SEC pursuant to Rule 424(b) under the Securities Act.

During the six months ended June 30, 2026, the Company sold an aggregate of 694,564 ATM Shares at an average price of $0.69 per share through the ATM Sales Agreement, resulting in proceeds of approximately $0.5 million net of commissions. Under the ATM Offering, $2,304,089 remain available for future sales as of June 30, 2026; however, the Company is not obligated to make any sales under this program.

As of June 30, 2026 and December 31, 2025. all warrants outstanding have been classified as equity and recorded at fair values of the date of issuance on the Company’s consolidated balance sheets and there have been no further adjustments to their issuance date valuation. To better ascertain the nature of the equity, ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity were referenced.

NOTE 10 –STOCK OPTIONS AND WARRANTS

Stock Options

On November 26, 2024, our shareholders approved and adopted the Vivos Therapeutics, Inc. 2024 Omnibus Equity Incentive Plan (or the “2024 Omnibus Plan”). The 2024 Omnibus Plan automatically replaced and superseded the 2019 Plan. Under the 2024 Omnibus Plan, a total of 1,600,000 shares are available for future use. No awards are to be granted under the 2019 Plan or any other prior plan on or after the effective date of the 2024 Omnibus Plan and after the 2024 Omnibus Plan became effective any unused shares left in the 2019 Plan are to be retired. On November 4, 2025, the Company conducted its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved and adopted an amendment to the 2024 Omnibus Plan to increase the number of shares of our Common Stock authorized to be issued pursuant to the 2024 Omnibus Plan from 1,600,000 shares to 4,100,000 shares in the aggregate.

The purpose of the 2024 Omnibus Plan is to promote the success and enhance the value of the Company by linking the personal interest of the participants to those of our stockholders by providing the participants with an incentive for outstanding performance. Any non-employee director, officer, employee or consultant of the Company or its subsidiaries or affiliates will be eligible to participate in the 2024 Omnibus Plan. The 2024 Omnibus Plan provides for the grant of options to purchase shares of our Common Stock, including stock options intended to qualify as incentive stock options (“ISOs”) under Section 422 of the Code and nonqualified stock options that are not intended to so qualify (“NQSOs”), stock appreciation rights (“SARs”), restricted stock awards, and other equity-based or equity-related awards including restricted stock units and performance units (each, an “Award”). As of June 30, 2026, awards (in the form of options and restricted stock units (“RSU”) for an aggregate of 1,110,487 shares of Common Stock have been issued under our 2024 Omnibus Plan.

The following table summarizes all stock options as of June 30, 2026 (shares in thousands):

There wereno stock options granted for the three and six months ended June 30, 2026 or 2025. For the three and six months ended June 30, 2026, the Company recognized approximately $0.1 million and $0.2 million of share-based compensation expense, respectively, compared with $0.3 million and $0.6 million for the three and six months ended June 30, 2025, respectively.

Unrecognized expense relating to these awards as of June 30, 2026 was approximately $2.6 million, which will be recognized over the weighted average remaining term of 7.1 years.

Restricted Stock Units

For the six months ended June 30, 2026, no restricted stock units were granted. RSU’s are priced on the date of grant and vest over 2 years at the end of the first and second years respectively. As of June 30, 2026, there are 90 thousand RSUs outstanding.

Warrants

The following table sets forth activity with respect to the Company’s warrants to purchase Common Stock for the six months ended June 30, 2026 (shares in thousands):

For the six months ended June 30, 2026, the valuation assumptions for warrants issued were estimated on the measurement date using the BSM option-pricing model with the following weighted-average assumptions:

NOTE 11 -INCOME TAXES

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three and six months ended June 30, 2026 and 2025 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to permanent differences, state taxes and change in valuation allowance. A full valuation allowance was in effect, which resulted in the Company’s zero tax expense.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. On the basis of this evaluation, a full valuation allowance has been recorded at June 30, 2026 and December 31, 2025 to record the deferred tax asset that is not likely to be realized.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgement including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.

NOTE 12 -COMMITMENTS AND CONTINGENCIES

On March 13, 2026, we entered into a confidential joint settlement and release agreement (the “Settlement Agreement”) with Ortho-Tain for the full release, waiver and dismissal-resolution of all claims asserted by the parties against each other in the lawsuit we filed in federal district court in Colorado, Case No. 20 cv 1637 and the lawsuit Orth-Tain, Inc. filed in the United States District Court for the Northern District of Illinois on July 22, 2020.

In June of 2020, we filed a lawsuit in federal district court in Colorado, Case No. 20 cv 1637. Our Complaint alleged that we had suffered economic injuries, including lost profits/sales and an injury to its business reputation, as a result of allegedly false, misleading, and defamatory statements made by Ortho-Tain, Inc.’s CEO and legal counsel. In July of 2020, Ortho-Tain, Inc. filed a lawsuit in federal district court in Illinois, Case No. 20 cv 0301. Ortho-Tain’s Complaint alleged that it had suffered economic injuries, including lost profits/sales and an injury to its business reputation, as a result of allegedly unlawful marketing conduct by agents of Vivos.

The Settlement Agreement resolves any claim for relief that was, or could have been alleged, in the foregoing litigation matters. Pursuant to the Settlement Agreement, we will pay Ortho-Tain a confidential sum and, among other considerations, not make use of the phrase “Guide” or “Guides” in the formal product name of any of our oral appliance products and cease direct solicitation and training of independent dental professionals in the use of any Vivos pre-formed tooth positioner products that are competitive with Ortho-Tain. The settlement was paid late March 2026.

There were no new other material commitments or contingencies entered into as of the six months ended June 30, 2026.

NOTE 13 –RELATED PARTY TRANSACTIONS

We have certain office space leases whereby the entity leasing the office space as the lessor is controlled or owned by Dr. Prabhu Rachakonda, the founder of SCN and an employee of the Company. The details of these leases are as follows:

Lease #1 – In November 2024, SCN entered into an amended office lease agreement for $22,186 per month with anannual 3% increase to the monthly rent effective each succeeding November. The remaining lease term is for approximately 8.3 years as of June 30, 2026. The Company paid approximately $133 thousand in fixed rent amounts for the six months ended June 30, 2026.

Lease #2 – In January 2024, SCN entered into an office lease agreement when the previous agreement expired. The monthly amount for the lease is $11,452 and has a remaining lease term of 2.5 years as of June 30, 2026. The Company paid approximately $69 thousand in fixed rent amounts for the six months ended June 30, 2026.

Lease #3 – As of December 31, 2025, the Company has an office lease with five years remaining on its lease term. The monthly lease amount is $12,320 andincreases each April by 3% and has a remaining lease term of 4.5 years as of June 30, 2026. The Company paid approximately $79 thousand in fixed rent amounts for the six months ended June 30, 2026.

On June 30, 2026, our Chairman and Chief Executive Officer, R. Kirk Huntsman purchased $50,000 of Units in the PIPE SPA at $0.582 per Unit with each Unit consisting of (i) one share of Preferred Stock with a stated value of $0.456 per share, convertible into one share of Common Stock on a one-for-one basis, and (ii) Common Stock purchase Warrants to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Stock included in such Unit.

NOTE 14 -NET LOSS PER SHARE OF COMMON STOCK

Basic and diluted net loss per share of Common Stock (“EPS”) is computed by dividing (i) net loss (the “Numerator”), by (ii) the weighted average number of shares of Common Stock outstanding during the period (the “Denominator”).

The calculation of diluted EPS is also required to include the dilutive effect, if any, of stock options, unvested restricted stock awards, convertible debt and Preferred Stock, and other Common Stock equivalents such as pre-funded warrants computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. As of June 30, 2026 and 2025, all Common Stock equivalents were antidilutive.

Presented below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts):

As of June 30, 2026 and 2025, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share of Common Stock since the impact of inclusion was antidilutive (in thousands):

NOTE 15 -FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS

Fair Value Measurements

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, we consider the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the measurement of fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date

Level 2 - Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability

Level 3 - Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date

As of June 30, 2026 and 2025, the fair value of our cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximated their carrying values due to the short-term nature of these instruments.

Recurring Fair Value Measurements

For the three months ended June 30, 2026 and 2025, only the contingent consideration liability discussed in Note 7 was identified as Level 1, Level 2 or Level 3. Level 3 techniques were used in the non-recurring measurement of assets and liabilities acquired in the SCN acquisition.

Our policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three months ended June 30, 2026 and 2025 we had no transfers of assets or liabilities between levels of the fair value hierarchy.

Significant Concentrations

Credit Risk

We maintain our cash and cash equivalents primarily in depository and money market accounts within three large financial institutions in the United States. Cash balances deposited at these major financial banking institutions exceed the insured limits. We have not experienced any losses on our bank deposits and believe these deposits do not expose us to any significant credit risk. If we were unable to access cash and cash equivalents as needed, the financial position and ability to operate the business could be adversely affected. As of June 30, 2026, we had cash and cash equivalents with five financial institutions in the United States with an aggregate balance of $1.7 million.

Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising our customer base and their dispersion across different geographies and industries. We perform ongoing credit evaluations on certain customers and generally do not require collateral on accounts receivable. No single customer represented more than 10% of our sales or accounts receivable as of June 30, 2026. We maintain reserves for potential bad debts.

Supplier Concentration

As previously disclosed, we rely on third-party suppliers and contract manufacturers for the raw materials and components used in our appliances and to manufacture and assemble our products. As of June 30, 2026, we had five suppliers that accounted for approximately 62% of our total purchases during the year. We expect to maintain existing relationships with these vendors.

NOTE 16 –SEGMENT INFORMATION

We operate our business asone operating segment. An operating segment is defined as a component of an enterprise for which separate discrete financial information is available and evaluated regularly by a CODM in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer and Chair of the Board of Directors. Reportable segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. Our segment revenues are derived from the sales of our products, service revenue, the Vivos Method, to sleep centers and VIP providers in the U.S., Canada, Australia and in select countries in Europe and Asia.

Our CODM uses consolidated revenue, gross profit, gross margin and operating loss as the measure of profit or loss. Our CODM assesses performance for the segment and allocates resources and monitors budget versus actual results using consolidated revenue, gross profit, gross margin and operating loss, as disclosed in the statement of operations. The monitoring of budget versus actual results are used in establishing management’s compensation. The measure of segment assets is reported on the balance sheet as total consolidated assets. Revenue and long-lived tangible assets are all located in the U.S.

NOTE 17 –Variable Interest Entities

Variable Interest Entities

We evaluate our involvement with variable interest entities (“VIEs”) to determine whether it is required to consolidate such entities and to provide related disclosures.

Consolidated Variable Interest Entity

AIM Detroit, LLC (“AIM Detroit”) is a limited liability company formed to provide management and administrative services to affiliated clinical practices. We hold an 80% ownership interest in AIM Detroit.

We have determined that AIM Detroit is a variable interest entity because, by design, AIM Detroit’s equity at risk is not sufficient to permit it to finance its activities without additional subordinated financial support. Such support includes, among other things, as-needed member funding during the start-up period and credit support arrangements related to equipment financing.

We are the primary beneficiary of AIM Detroit because we have substantive decision-making authority over the activities that most significantly affect AIM Detroit’s economic performance and have the obligation to absorb losses or the right to receive benefits that could potentially be significant. Accordingly, AIM Detroit is consolidated in the Vivos’ consolidated financial statements.

NOTE 18 –SUBSEQUENT EVENTS

We entered into two short-term agreements, collateralized by a portion of our accounts receivable, for $750,000 and $300,000 (gross of issue discount), effective July 15, 2026 and July 29, 2026, respectively. Each of the loans matures in April 2027 and is payable in weekly installments of principal and interest totaling $34,145. The effective combined interest rate on the two loans is approximately 38%.

Effective July 31, 2026, Bradford Amman voluntarily resigned as Chief Financial Officer and Secretary of the Company. Mr. Amman’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, accounting policies or practices, financial reporting, internal controls, or disclosures. Concurrently, the Board of Directors appointed Roman Franklin as Chief Financial Officer and principal financial officer pursuant to a managed services agreement with The CFO Portal, LLC. Mr. Franklin is CEO of The CFO Portal, LLC. Mr. Amman agreed to provide transitional and advisory services for a period following his resignation under specified compensation terms.

On June 5, 2026, the Company entered into an Exchange Agreement with Streeterville Capital, LLC pursuant to which Streeterville agreed to exchange up to approximately $4.5 million of outstanding senior secured debt for a combination of perpetual non-convertible preferred stock of a new series (“Series B Non-Convertible Preferred Stock”) and shares of common stock, contingent upon the Company completing certain qualifying equity financings. On June 18, 2026, the parties entered into a letter agreement extending the outside date for completion of the initial qualifying financing of at least $2.6 million from June 15, 2026 to August 31, 2026. On August 4, 2026, we exceeded the financing requirement, which triggered a pending obligation to exchange of a total of $3,200,000 of debt for our common stock and Series B Non-Convertible Preferred Stock ($750,000 to common stock at a price of $0.4139 per share for a total of 1,812,031 shares of our common stock and $2,500,000 to Series B Non-Convertible Preferred Stock at $1,000 per share for a total of 2,500 shares of Series B Non-Convertible Preferred Stock). Series B Non-Convertible Preferred Stock will be (i) non-convertible, (ii) non-voting (except in certain limited circumstances), (iii) non-transferable, and (iv) required to pay a 9% annual dividend, compounding daily and payable quarterly. The Series B Non-Convertible Preferred Stock will provide for a liquidation preference over our common stock, and the certificate of designation with respect thereto will contain certain affirmative and negative covenants in favor of Streeterville, including a requirement that we obtain Streeterville’s consent for future debt and equity financings over $2.5 million in the aggregate (in addition to the $2.6 million raised in the aforementioned qualifying financing). We expect the exchange to be completed imminently.