vVARDIS IPO: how the business makes money

Distributors, mainly Henry Schein, pay vVARDIS for Curodont, which dentists use to treat early cavities without drilling; selling and running the business has cost more than its revenue so far.

• 01Of every $100 that came in during FY2025, vVARDIS spent $285.0, a loss of $185.0. Selling, general and administrative costs alone took $196.4.
• 02Its largest customer was 72% of sales in FY2025. Revenue rose 148.5% that year, to $30.2 million, as the F-1 states.

New shares sold by the company

Not yet in the filing

Shares sold by existing stockholders

Not yet in the filing

To list on

NYSE

Proposed ticker

VVVV

Lock-up on existing holders

180 days

• 01New shares: the company sells new Class A shares, and that money, after underwriting costs, goes to it.
• 02Selling shareholders: Dr. Haley Abivardi and Dr. Goly Abivardi, the founders and co-CEOs, also sell Class A shares. That money goes to them, not the company.
• 03The founders may use all or part of their proceeds to repay CHF 5,000,000 ($6,306,000) of personal debt due Dec 31, 2026, the F-1 says.
• 04The number of shares, price range and money raised are all blank. An amended registration statement (F-1/A) would add them.
• 05The filing-fee exhibit lists $100,000,000, "Estimated solely for the purpose of calculating the registration fee." It includes the underwriters' option. The F-1 itself states no offering size.
• 06Goldman Sachs and J.P. Morgan lead the 6 underwriters. William Blair, UBS, Deutsche Bank and Apollo Global Securities are also bookrunners.
• 07Before the IPO, all preferred shares convert into Class A one for one. The founders' 19,388,879 Class A shares then become 193,888,790 Class B shares.
• 08Series B preferred holders may buy more Class A at par value if the IPO price is below a level the F-1 leaves blank. So the share count depends on the price.

180 days for holders in general and 270 days for the co-founders and their affiliated entities. Goldman Sachs and J.P. Morgan can release shares early. The founders' lock-ups (what this means)lock-upsA period after an IPO when insiders agree not to sell their shares. Learn more let them transfer shares to lenders under their personal loan arrangements, and let those lenders sell. The founders can also refinance and use more shares as collateral.

Underwriters

6 named in the S-1 (lead: Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC)

Underwriter conflict of interest

The F-1 states no FINRA Rule 5121 conflict of interest and names no qualified independent underwriter.

Controlled company

The F-1 says vVARDIS will be a "controlled company" under NYSE rules and a foreign private issuer. It may skip a majority-independent board and independent compensation and nominating committees, among other rules.

Lead underwriters

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC

Transfer agent

Computershare Trust Company, N.A.

Learn: How to read an S-1: Anthropic's IPO registration statement · Dual-class shares: when votes and ownership don't match · IPO lock-up agreements: what they are and when they end

• Create a public market for the shares and give the company access to public equity marketsThe F-1 calls these the principal purposes of the offering. No amount is in the filing yet.Amount not fixed
• General corporate purposes: working capital, operating expenses and capital expendituresNo amount is in the filing yet. The F-1 says management has broad discretion. Its summary adds possible acquisitions or strategic investments, with no agreement now.Amount not fixed

The F-1 gives no amounts and says management has broad discretion. Money from the founders' shares goes to them.

Only the shares the company sells raise money for it; money from shares sold by existing stockholders goes to them.

Learn: IPO lock-up agreements: what they are and when they end

• Curodont Repair Fluoride Plus

  The US product and the "vast majority" of revenue. Sodium fluoride is its declared active ingredient. A peptide, P11-4, helps minerals reach the early cavity, per the F-1. One unit treats one cavity.

• Curodont Repair

  A fluoride-free version sold in the UK, Switzerland, Italy, Germany, Poland and the Czech Republic, where it is a medical device.

• Curodont Protect

  A home-care gel sold in the UK, Switzerland and parts of the EU, where it is a cosmetic.

• Henry Schein, the largest customer

  72%

  of revenue

  A dental distributor and vVARDIS's exclusive US distributor. Its term runs to Dec 31, 2029, with no minimum purchases, and exclusivity depends on new-customer thresholds. Practices order through it.

• Second-largest customer

  13%

  of revenue

  The F-1 does not name it. It was 8% of sales in FY2024.

• All other customers

  15%

  of revenue

  Cityfort calculation from F-1 filed Oct 9, 2026: 100% minus 72% and 13%. The F-1 says vVARDIS sells only through distributors.

1. 1Customers, mainly Henry Schein, paid $30.2 million for Curodont products in FY2025. Other income added $0.3 million.
2. 2Making the products cost $7.8 million. That left $22.4 million of gross profit (revenue minus product costs).
3. 3Selling, general and administrative costs took $59.9 million, and research took $4.6 million. That left a $42.1 million operating loss.
4. 4Interest took $11.8 million. Losses on loans took $2.9 million, net of a $0.4 million tax benefit.
5. 5Costs were $56.4 million more than the money that came in. That is the net loss. Financing brought in $32.0 million of cash that year.

Each line = amount ÷ total money in × 100. Lines may not add to exactly $100 because of rounding.

• Outside manufacturers

  vVARDIS has no plants of its own. One contract manufacturer supplies the peptides on purchase orders, with no long-term exclusive agreement, and one provider handles coating and applicators. A second peptide source is being qualified.

• A cheaper way to make each box

  Average cost per box fell from $88.7 in the six months to Jun 30, 2025 to $20.3 a year later. The F-1 credits a third-generation manufacturing process launched in mid-2025.

• A sales and training team

  64 key account managers, 7 internal sales staff, 11 clinical educators and 9 marketing staff at Jun 30, 2026. The company had about 153 full-time staff then, up from about 67 at the end of 2024.

• A billing code

  Dentists bill Curodont under code D2991, created by the American Dental Association in January 2024. Medicaid in 11 states and 9 commercial insurers cover it in part, per the F-1. The company says it believes many patients are willing to pay out of pocket.

• Patents

  7 issued and 5 pending US patents, plus 76 issued and 102 pending foreign patents, at Jun 30, 2026.

• Watch and wait

  A treatment option, not a company. The dentist monitors the cavity. The F-1 says dentists may keep choosing this over Curodont.

• Fluoride varnish

  A treatment option, not a company. The F-1 calls it preventive, designed mainly to reduce the risk of future decay.

• Silver diamine fluoride

  A treatment option, not a company. The F-1 groups it with fluoride varnish as a preventive step.

• Dental sealants

  A treatment option, not a company. The F-1 lists sealants among traditional treatments, which it says are widely reimbursed.

• Drilling and filling

  A treatment option, not a company. The F-1 says invasive procedures fit only after more extensive cavities. It puts Curodont's retail price near a small single-surface filling.

• More practices reordering

  Working

  8,461 Recurring Buying Practices in Q2 2026, up 79% from a year earlier (F-1)

  The yearly rise was 151% in Q4 2025 and 106% in Q1 2026, per the F-1. Revenue growth in the six months to Jun 30, 2026 was mostly volume: $17.6 million in the US, against $1.6 million from price.

  Status: Working, on track against what the company said.

• A bigger sales team

  Working

  64 key account managers at Jun 30, 2026, up from an average of 20 sales reps in 2025 (F-1)

  The company had fewer than 5 sales reps in 2024. Selling, general and administrative costs rose 86.0% in FY2025.

  Status: Working, on track against what the company said.

• AI tools that spot cavities

  Early

  About three times the completed cases per practice, in the company's early data (F-1)

  The F-1 names partnerships with VideaHealth and Pearl. This is the company's own early data.

  Status: Early, too early to judge.

• Insurance coverage

  Early

  Partial coverage from Medicaid in 11 states and 9 commercial insurers (F-1)

  The F-1 lists partial reimbursement and payers' cost-containment as a risk to demand.

  Status: Early, too early to judge.

• Sales outside the US

  Early

  $1.5 million in FY2025, of $30.2 million of revenue (Cityfort calculation from F-1 filed Oct 9, 2026)

  Italy, the UK and Switzerland were $0.5 million, $0.4 million and $0.3 million in the six months to Jun 30, 2026.

  Status: Early, too early to judge.

Status compares progress with what the company itself said it would do: Working = on track against what the company said; Mixed = partly on track; Behind = behind the company's own plan; New = recently announced; Early = too early to judge.

EBITDA here = operating income plus depreciation and amortization (from the cash flow statement). Fiscal years are the company's own (December 31). Net profit is the share belonging to the company's owners. Total net income differs from net profit to the company's owners: Net loss was $56.4 million; the loss attributable to owners was $56.5 million, after $48,000 for non-controlling interests, as filed.

vVARDIS says in its F-1 that it is an emerging growth company, so the filing gives two audited years instead of three.

Learn: Stock-based compensation and dilution: pay that becomes shares

• Official (GAAP): Net loss, FY2024

  −$34.7M

  Company's own measure: Adjusted EBITDA, FY2024

  −$20.4M

  The company's measure: net loss before interest, tax, depreciation and amortization, share-based compensation, restructuring and other advisory costs, and certain gains and losses on loans and derivatives.

• Official (GAAP): Net loss, FY2025

  −$56.4M

  Company's own measure: Adjusted EBITDA, FY2025

  −$23.2M

  Same definition. Among other items, it leaves out $13.9 million of share-based compensation and $11.8 million of interest.

• Official (GAAP): Net loss, six months to Jun 30, 2026

  −$27.8M

  Company's own measure: Adjusted EBITDA, six months to Jun 30, 2026

  −$11.1M

  Same definition. Among other items, it leaves out $9.0 million of interest and $4.0 million of share-based compensation.

• Official (GAAP)

  No official figure measures this; it is the company's own operating measure.

  Company's own measure: Recurring Buying Practices, Q2 2025

  4,734 practices

  The company's measure: US dental practices that placed more than one order over the last four months at the measurement date.

• Official (GAAP)

  No official figure measures this; it is the company's own operating measure.

  Company's own measure: Recurring Buying Practices, Q2 2026

  8,461 practices

  Same definition. Up 79% from a year earlier, per the F-1.

These are the company's own measures, defined by the company. They are not comparable across companies, and they are not added together. Each sits beside the nearest official (GAAP) figure.

Learn: Non-GAAP measures: what a company's "adjusted" numbers leave out

• Net debt of $55.2 million is a Cityfort calculation from F-1 filed Oct 9, 2026: total loans at carrying value minus cash. It leaves out $31.4 million of derivative liabilities and leases.
• OrbiMed's loans carry $37.5 million at 7.5% and $55.1 million at 12.5%, each plus the greater of one-month SOFR (a benchmark rate) and 3.5%, due February 2030. They are secured by substantially all assets.
• Henry Schein's loans carry $11.6 million and $5.6 million at 8.0%, due June 2027. Unamortized discounts and costs of $25.6 million bring the total to $84.2 million.
• OrbiMed waived conditions in January and April 2026. In September 2026 it waived non-compliance over liquidating two subsidiaries, through Mar 14, 2027, on $92.6 million of principal.
• Total shareholders' deficit was $118.5 million, shown here as net worth. It would be $59.6 million after the preferred shares convert, before any offering money, per the F-1.
• Henry Schein's prepayment sits as $15.0 million of deferred revenue. The F-1 says revenue recognition starts in Q3 2026. It is repayable on certain events, including a default or a change of control.
• The company says in its F-1 that cash, operating cash and the net proceeds of this offering fund it for at least 12 months after completion. Cash at Sep 30, 2026 is blank.

Officers and directors (as a group), shares

70.0%

Officers and directors (as a group), votes

94.1%

From the prospectus table of principal stockholders. Holdings fall after the IPO when new shares are sold; the prospectus also shows the holding after the offering.

• Dr. Haley Abivardi

  Co-founder, Co-CEO and co-chair

  Age 57. University of Zurich-trained dentist and co-founder of Swiss Smile, a dental group. Sister of Goly Abivardi. Selling shareholder.

• Dr. Goly Abivardi

  Co-founder, Co-CEO and co-chair

  Age 53. University of Zurich-trained dentist and co-founder of Swiss Smile, a dental group. Sister of Haley Abivardi. Selling shareholder.

• Thomas Rondot

  CFO and Chief People Officer · since 2021

  Age 53. Earlier worked at Coty and Danone.

• Juergen Stark

  Director

  Age 59. Former Turtle Beach CEO. Advisor to vVARDIS from October 2023 to December 2025.

• Clifford zur Nieden

  Director

  Age 59. Responsible for Curaden's international business from 2019 to 2025, and on its board since 2014. Former CEO of Swiss Smile.

• Steve Swift

  Director nominee, audit committee chair

  Age 65.

• Frank Williams

  Director nominee

  Age 57.

Auditor

Deloitte AG, Zurich, since 2021

Auditor changes

None in the period covered

Audit qualifications

None reported

Related-party dealings

vVARDIS subleases its Zug office from an entity related to Haley Abivardi, at $529,000 a year to September 2028. To repay a loan due 2029, the founders acquired the $48.0 million obligation with money the company lent them, and the two debts were offset. A $61,000 balance at Dec 31, 2025 was repaid in September 2026.

Credit rating

No public credit rating found

• Henry Schein was 72% of FY2025 sales, is the exclusive US distributor and holds $15.0 million of prepaid orders. It also lent $15.0 million, carried at $17.2 million at Jun 30, 2026, secured on vVARDIS Inc.'s assets.
• The two founders, who are sisters, are co-CEOs and co-chairs. The F-1 says they agree to vote together, and that if they disagree they follow the board, except on board elections.
• A founder must offer her shares to the other founder or seek conversion if she falls below 10% of her post-offering Class B, dies or is permanently incapacitated.
• The Zug office is subleased from an entity related to Haley Abivardi: $529,000 a year from October 2025 to September 2028, and $548,000 a year to September 2030.
• OrbiMed is both lender and warrant holder, with 9.7% of Class A. The F-1 says vVARDIS Investment Holding AG is expected to receive up to 10,329,430 Class A shares from various shareholders under an equity distribution and profit participation agreement.

Cases are listed as the offer document describes them. A pending case is an allegation until a court or regulator decides it.

• Concentration

  Reliance on one distributor

  The largest customer was 90% of sales in the six months to Jun 30, 2026. Henry Schein has no minimum purchases, and the F-1 says distributor inventory swings can move quarterly results.

  Watch The largest customer's share of sales, and Henry Schein's new-customer thresholds at Dec 31, 2027 and Dec 31, 2028.

• Regulation

  FDA could change how the product is treated

  The US product relies on an over-the-counter monograph, with no product-specific FDA determination. The F-1 says FDA could require a new drug application or treat it as a device or combination product.

  Watch Any FDA action on Monograph M021 or on Curodont Repair Fluoride Plus.

• Regulation

  Fluoride publicity or rules

  Sodium fluoride is the declared active ingredient. The F-1 says bad publicity about fluoride may affect purchases of the US product. It says a change in fluoride's regulatory status could mean modifying how the product is marketed, or removing it from the market.

  Watch Changes in US federal or state rules on fluoride.

• Demand

  New approach, limited awareness

  The F-1 says awareness "remains limited" and adoption is critical. Dentists may keep choosing to monitor or to drill. Coverage is partial, and the company says it believes many patients are willing to pay out of pocket.

  Watch Recurring Buying Practices (8,461 in Q2 2026) and insurance coverage.

• Execution

  Single sources for key materials

  One contract manufacturer supplies the peptides, and one provider handles coating and applicators, on purchase orders. The F-1 says few makers can do this work.

  Watch Whether the second peptide source is qualified.

• Cash and liquidity

  Losses since inception

  The accumulated deficit was $256.3 million at Jun 30, 2026. The F-1 says vVARDIS may never be profitable and may need more capital. Management concluded substantial doubt about continuing "does not exist".

  Watch Operating cash flow, which was -$16.3 million in the six months to Jun 30, 2026.

• Debt

  Secured debt and past waivers

  Total loans were $84.2 million at Jun 30, 2026, secured on substantially all assets, with a minimum liquidity covenant. A default could speed up repayment. $17.2 million is due within a year.

  Watch The revenue condition for the period ending Mar 31, 2027, and the waiver running through Mar 14, 2027.

• Governance

  Weak internal controls

  The F-1 reports material weaknesses in risk assessment, control environment, IT controls, control activities and monitoring, including over net revenue.

  Watch The remediation testing the F-1 ties to the FY2026 audit.

• Size and price not yet set

  The F-1 leaves the price range, shares offered, money raised and ownership after the offering blank. It warns buyers will face immediate dilution, meaning less book value per share than they pay.

• Founders' voting control

  Directors, nominees and officers as a group held 94.1% of votes before the offering. As a controlled company and foreign private issuer, vVARDIS may skip some NYSE governance rules.

• Founders' shares used as collateral for personal loans

  Lenders may foreclose on those shares and may sell before the lock-up ends. The F-1 says this could cause a change of control and end controlled-company status. CHF 60,000,000 ($75,672,000) is due Dec 31, 2026.

• Founders' planned refinancing

  The F-1 says the founders intend to refinance CHF 55,000,000 ($69,366,000) with new loans carrying fees or a repayment of 140% to 160%. Two of the loans give lenders a share of value above a base level.

• Class B structure

  Class B has one-tenth the par value of Class A with the same vote per share. The F-1 says this structure could make the shares ineligible for some stock indexes or investment portfolios.

• Extra shares for Series B holders

  If the IPO price is below a level the F-1 leaves blank, Series B preferred holders may buy more Class A at par value. The F-1 says this can dilute IPO buyers.

• Broad discretion over the money

  The F-1 gives no amounts for the company's money, beyond general corporate purposes. Management has broad discretion over how to use it.

• Foreign issuer and Swiss law

  vVARDIS has no duty to file 10-Qs or 8-Ks. The F-1 says Swiss shareholder rights differ, US judgments may be hard to enforce, and anti-takeover provisions apply.

• Possible US tax consequences

  The F-1 says vVARDIS could be a passive foreign investment company, a US tax label with adverse consequences for US holders.

What does vVARDIS do?

vVARDIS Holding AG, based in Zug, Switzerland, sells Curodont, a treatment for early-stage cavities applied in the dental chair without a drill, needle or anesthesia. Revenue was $30.2 million in FY2025, per its F-1 dated Oct 9, 2026.

How does vVARDIS make money?

vVARDIS makes money by selling Curodont products to distributors, which supply dental practices; it does not sell directly to consumers. Its business model produced $30.2 million of net revenue in FY2025 and $28.6 million in the six months to Jun 30, 2026.

Who are vVARDIS's customers?

vVARDIS's largest customer, Henry Schein, was 72% of sales in FY2025 and is its exclusive US distributor, subject to new-customer thresholds. The second-largest customer was 13%. The largest customer was 90% of sales in the six months to Jun 30, 2026.

What is Curodont Repair Fluoride Plus?

Curodont Repair Fluoride Plus is vVARDIS's US product and made up the "vast majority" of its revenue, per its F-1 dated Oct 9, 2026. The F-1 gives no revenue by product. The US market was $28.7 million of FY2025's $30.2 million of revenue.

Is vVARDIS profitable?

No. vVARDIS had a net loss of $56.4 million in FY2025 and $27.8 million in the six months to Jun 30, 2026. Its operating loss was $42.1 million in FY2025 and its accumulated deficit was $256.3 million at Jun 30, 2026.

What is vVARDIS's revenue by segment?

vVARDIS reports one operating segment. By customer billing address, the United States was $28.7 million of its $30.2 million of revenue in FY2025, or 95.1% (Cityfort calculation from F-1 filed Oct 9, 2026).

How much debt does vVARDIS have?

vVARDIS had total loans of $84.2 million against $29.0 million of cash at Jun 30, 2026, per its F-1. The lenders are OrbiMed and Henry Schein.

Who owns vVARDIS before the IPO?

vVARDIS's directors, nominees and officers as a group held 94.1% of votes and 70.0% of economic rights at Sep 30, 2026, per its F-1. The two founders, Haley and Goly Abivardi, held 63.7% and 30.0% of votes.

What is the vVARDIS IPO?

vVARDIS filed a Form F-1 on Oct 9, 2026 to list Class A shares on the NYSE as VVVV. The company and its two founders would sell shares. The number of shares and price range are blank in that filing.

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