Financial Analysis

NOTE 3 BUSINESS COMBINATION On June 10, 2025 (Closing Date), we acquired the net operating assets of SCN pursuant to an Asset Purchase Agreement (the SCN Purchase Agreement). We agreed to purchase the net operating assets and liabilities related to SCNs sleep testing, diagnostics, and treatment centers (the Acquisition). With seven operating locations, SCN is a leader in delivering and promoting sleep wellness and health through its proprietary, non-invasive treatments for obstructive sleep apnea (OSA) and is the largest operator of medical sleep centers in the state of Nevada. The Acquisition represents our first major acquisition of a sleep testing center and associated medical sleep practice. We funded the consideration for the Acquisition at closing by issuing a senior, non-convertible, secured term note (the Note) to Streeterville Capital, LLC (the Lender) in the principal amount of $ 8.3 million. We also entered into a securities purchase agreement with V-Co Investors 2 LLC, a Wyoming limited liability company and an affiliate of a significant investor in our company (V-Co 2), for a private placement of our equity instruments in consideration for total gross proceeds of $ 3.65 million to support ourselves in connection with the Acquisition and for general working capital purposes. Total consideration for SCN aggregated $ 8.7 million consisting of $ 6.0 million in cash consideration, 607,287 shares of unregistered common stock with a fair value of $ 1.3 million, and cont …

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NOTE 14 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-Tains 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 app …

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NOTE 8 DEBT, EQUIPMENT FINANCING AND OTHER LIABILITIES Debt We had the following outstanding Notes Payable balance as of December 31, 2025, excluding equipment financing: SCHEDULE OF OUTSTANDING NOTE PAYABLE BALANCE Principal amount $ 10,109 Less: Unamortized debt issuance costs and original issue discount (2,014 ) Total notes payable $ 8,095 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 Lenders legal fees, accounting costs, due diligence, monitoring and other transaction costs. The net proceeds from 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 on the 120-day anniversary of the issuance of the Note (October 7, 2025) to cover Lenders accounting, legal and other costs incurred in monitoring. The foregoing fee was added to the outstanding balance o …

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NOTE 11 STOCK AWARDS AND WARRANTS Stock Options In 2017, our shareholders approved the adoption of a stock and option award plan (the 2017 Plan), under which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. Our shareholders have approved a total reserve of 53,333 shares of Common Stock for issuance under the 2017 Plan. On September 22, 2023, our stockholders approved an amendment and restatement of the 2019 Plan to increase the number shares or our Common Stock available for issuance thereunder by 80,000 shares of Common Stock such that, after amendment and restatement of the 2019 Plan, 126,667 shares of Common Stock are available for issuance under the 2019 Plan. As of December 31, 2024, awards (in the form of options) for an aggregate of 174,380 shares of Common Stock have been issued under our 2019 Plan. A total of 287 shares remaining for issuance were retired with the approval and adoption of the 2024 Omnibus Plan (as further described below). 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 …

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NOTE 6 - GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill of $ 8.6 and $ 2.8 million as of December 31, 2025 and 2024, respectively, consist of the following acquisitions (in thousands): SCHEDULE OF GOODWILL Acquisitions 2025 2024 Sleep Center of Nevada $ 5,729 $ - BioModeling 2,619 2,619 Empowered Dental 52 52 Lyon Dental 172 172 Total goodwill $ 8,572 $ 2,843 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 5 five years. The costs paid to MyoSync, Lyon Dental and AFD for patents and intellectu …

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NOTE 12 - INCOME TAXES For the years ended December 31, 2025 and 2024, the domestic and foreign components of loss before income taxes consist of the following (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX 2025 2024 Domestic $ (21,230 ) $ (11,194 ) Canada - 58 Loss before income taxes $ (21,230 ) $ (11,136 ) For the years ended December 31, 2025 and 2024, we did not recognize any current or deferred income tax expense due to a valuation allowance against all of our net deferred income tax assets. Accordingly, we did not make any cash payments for income taxes for the years ended December 31, 2025 and 2024. A reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate of 21 % to the pre-tax domestic loss before income taxes, and the income tax benefit (expense) recognized in the consolidated financial statements is as follows for the years ended December 31, 2025 and 2024 (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES 2025 2024 Amount Percent Amount Percent U.S. Federal statutory tax rate $ 4,459 21.0 % $ 2,351 21.0 % Domestic state income taxes, net of Federal income tax effect (1) 639 3.0 % 253 2.3 % Reductions in domestic state net operating loss carryforwards: Changes in apportionment and other (169 ) -0.8 % (26 ) -0.2 % Increase in valuation allowance (470 ) -2.2 % (227 ) -2.0 % Non-qualified stock option cancellations (327 ) -1.5 % (56 ) -0.5 % Non-deductible items (14 …

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NOTE 13 LEASES Operating Leases We have entered into various operating lease agreements for certain offices, medical facilities and training facilities. These leases have original lease periods expiring between 2026 and 2034 . Most leases include an option to renew and the exercise of a lease renewal option typically occurs at the discretion of both parties . For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease until it is reasonably certain that we will exercise that option. As of December 31, 2025, we are party to three leases in Colorado, nine leases in Nevada, one in Michigan and one in Utah, these leases have an expiration date between 2026 and 2034 . In addition to base rent in these leases, we also pay our proportionate share of the operating expenses, as defined in the leases. These payments are made monthly and adjusted annually to reflect actual charges incurred for operating expenses, such as common area maintenance, taxes, and insurance. Financing Leases SCN entered into a financing lease agreement during 2024. As of December 31, 2025, the ROU asset and related liability was approximately $ 168 thousand. The discount rate used was 5 % and the remaining term as of December 31, 2025 is 35 months. As of December 31, 2025 and 2024, the components of lease expense are as follows (in thousands): SCHEDULE OF LEASE EXPENSE Lease cost: 2025 2024 Operating lease cost $ 1,038 $ 483 Financing lease cost 38 …

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Accounting Pronouncements Presented below is a discussion of new accounting standards including deadlines for adoption. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The Company adopted the standard on January 1, 2025, using a prospective approach. The amendments require enhanced disaggregation of the effective tax rate reconciliation and expanded disclosures of income taxes paid. Refer to Note 12. 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 standards purpose is to improve the disclosures about a public business entitys 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: 1. Disclose the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amo …

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NOTE 15 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 an employee of the Company. The details of these leases are as follows: Lease #1 2025 El Dorado modification. In November 2024, SCN 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 remaining lease term is for approximately nine years as of December 31, 2025. During 2025, the Company paid approximately $ 156 thousand in fixed rent amounts. Lease #2 2025 Apache modification. 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 three years as of December 31, 2025. During 2025, the Company paid approximately $ 80 thousand in fixed rent amounts. Lease #3 2025 Red Rock modification. 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 and increases each April by 3% . During 2025, the Company paid approximately $ 89 thousand in fixed rent amounts. As of December 31, 2025, the unamortized balance of leasehold improvements related to these leases is approximately $ 633 thousand and the weighted average remaining useful life of the improvements is approximately 7.5 years. …

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NOTE 4 - REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES Net Revenue For the years ended December 31, 2025 and 2024, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands): SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS 2025 2024 Product revenue Appliances $ 3,277 $ 5,601 Tooth Positioners 3,210 2,273 Total product revenue 6,487 (1) 7,874 (1) Service revenue Sleep testing services $ 6,041 (3) $ 1,282 (3) VIP 491 (2) 2,485 (2) Billing intelligence services 686 (3) 840 (3) Myofunctional therapy services 337 (2) 609 (2) Treatment centers 2,179 (2) - (2) Sponsorship/seminar/other 1,222 (3) 1,941 (3) Total service revenue 10,956 7,157 Total revenue $ 17,443 $ 15,031 (1) Product revenue from the sale of appliances and tooth positioners is typically fixed at the inception of the contract and is recognized at the point in time when shipment of the related products occurs. (2) Service revenue from the sale of VIP enrollments, billing service and therapy is typically fixed at the inception of the contract and is recognized ratably over time as the services are performed and the performance obligations completed. (3) Sleep testing, treatment center, and other revenue is recognized at a point in time. Changes in Contract Liabilities The key components of changes in contract liabilities for years ended December 31, 2025 and 2024 are as follows (in thousands): SCHEDULE OF CHANGES IN CONTRACT L …

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NOTE 18 SEGMENT INFORMATION We operate our business as one 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 CODM in deciding how to allocate resources and in assessing performance. Our CODM is the Companys 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, and services, 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. The monitoring of budget versus actual results are used in establishing managements compensation. The measure of segment assets is reported on the balance sheet as total consolidated assets. SCHEDULE OF SEGMENT REPORTING 2025 2024 Year Ended December 31, 2025 2024 Revenue $ 17,443 $ 15,031 Less: (1) Cost of sales 6,901 6,012 Gross profit 10,542 9,019 Less: (1) General and administrative 27,727 17,878 Sales and marketing 1 …

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NOTE 20 SUBSEQUENT EVENTS Appointment of Gregg C. E. Johnson to the Board Effective as of February 4, 2026, the Board pursuant to the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Gregg C. E. Johnson as an independent director of the Board. Mr. Johnson will also serve on the Compensation Committee of the Board. We agreed to compensate Mr. Johnson with an annual non-employee director cash fee of $ 48,000 plus $ 5,000 per membership on a committee of the Board, consistent with its policy for all non-employee directors of the Company. Mr. Johnson is also eligible to receive stock option compensation under the Companys 2024 Equity Incentive Plan, as amended. Mr. Johnson has no family relationships with any of the Companys directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Johnson and any other persons pursuant to which he was selected as a director. 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 exerci …

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