<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                   (Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

                    For the fiscal year ended March 31, 2009

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                          COMMISSION FILE NO. 001-33088

                            IVIVI TECHNOLOGIES, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

           NEW JERSEY                                            22-2956711
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

               135 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645
                    (Address of principal executive offices)

                                 (201) 476-9600
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:

     Title of each class               Name of each exchange on which registered
Common stock, without par value                  OTC Bulletin Board


Securities registered under Section 12(g) of the Exchange Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 229.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes |_| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer |_|    Accelerated filer |_|   Non-accelerated filer |_|
Smaller reporting company |X|
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes |_| No |X|

The aggregate market value of voting stock held by non-affiliates of the
registrant as of September 30, 2008 was $2,138,212.

At June 30, 2009, 11,241,033 shares of the issuer's common stock, without par
value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format: Yes [ ] No |X|

Explanatory Note:

The Company is amending its Annual Report on Form 10-K for the fiscal year ended
March 31, 2009 to add Part III to the Form 10K.




<PAGE>

                            IVIVI TECHNOLOGIES, INC.

                          ANNUAL REPORT ON FORM 10-K/A
                            YEAR ENDED MARCH 31, 2009

                                TABLE OF CONTENTS


                                                                        PAGE NO.
PART III

Item 10.    Directors, Executive Officers and Corporate Governance             3
Item 11.    Executive Compensation                                             8
Item 12.    Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                        25
Item 13.    Certain Relationships and Related Transactions, and
            Director Independence                                             28
Item 14.    Principal Accountant Fees and Services                            32

PART IV

Item 15.    Exhibits, Financial Statement Schedules                           32



                                       2



<PAGE>


PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

                                    DIRECTORS

Set forth below are the names, ages and titles of all of our directors as of
June 30, 2009, and the years in which such directors became directors. All
directors hold office until the next annual meeting of shareholders, or until
their respective successors are elected and qualified.

<TABLE>
<S>            <C>
NAME                                     AGE     TITLE                                                       DIRECTOR SINCE
----                                     ---     -----                                                       --------------
Steven M. Gluckstern                     58      Chairman of the Board, President, Chief Executive
                                                    Officer and Director                                           2006
Andre' A. DiMino                         53      Vice Chairman of the Board, Executive Vice
                                                    President-Manufacturing and Technology, Chief Technical
                                                    Officer, Secretary and Director                                2004
David Saloff                             56      Executive Vice President-Sales and Marketing, Chief
                                                    Business Development Officer and Director                      2004
Kenneth S. Abramowitz (1)(2)(4)          58      Director                                                          2006
Pamela J. Newman, Ph.D. (1)(3)(4)        61      Director                                                          2006
Jeffrey A. Tischler (1)(2)(3)(4)         53      Director                                                          2006
Anita Howe Waxman (2)(4)(5)              62      Director                                                          2009
----------------------------------------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Nominating and Corporate Governance Committee
(4) Although our common stock is trading on the OTC Bulletin Board, we apply the Nasdaq Market Place rules in
    determining the independence of directors. This director is an independent director within the meaning of
    Rule 4200(a)(15) of the Marketplace Rules of The Nasdaq Stock market LLC.
(5) Ms. Waxman resigned from our Board of Directors on July 20, 2009.

</TABLE>

The biographies of each of our directors are set forth below.

STEVEN M. GLUCKSTERN began to serve as our Chairman of the Board and a director
in October 2006 and as our President and Chief Executive Officer in August 2008.
Mr. Gluckstern is an active private investor within numerous areas including
alternative healthcare and non-traditional healing modalities. From March 2002
until February 2005, Mr. Gluckstern served as CEO of Azimuth Trust Company, LLC,
a specialized alternative asset management firm, which he co-founded, offering
asset allocation, portfolio construction, manager selection and comprehensive
risk management. From 1988 to 1998 and then from 2001 to 2002, Mr. Gluckstern
held a range of entrepreneurial, executive and financial positions within Zurich
Financial Services including: Member of the Executive Committee of its Group
Management Board; CEO of Zurich Global Assets; CEO of the then NYSE-traded
Zurich Re (now Converium Holdings); and Chairman of both Zurich Capital Markets
(hedge funds and specialty finance) and Zurich Scudder Investments (mutual
funds). In 1998, Mr. Gluckstern co-founded Capital Z Partners, an alternative
asset management firm that managed over $4 billion in two global funds. In 1988,
Mr. Gluckstern and a partner co-founded Centre Reinsurance, the first specialty
financial reinsurer which was subsequently acquired by the Zurich Group in 1993.
Mr. Gluckstern served as general manager of a unit of the Berkshire Hathaway
Insurance Group from December 1985 to December 1986. Prior to this, Mr.
Gluckstern served as CFO of Healthco Inc., the then largest distributor of
dental products in the world and as an investment banker at Lehman Brothers Kuhn
Loeb. An Arjay Miller Scholar and 1982 M.B.A. graduate of the Stanford Graduate
School of Business, Mr. Gluckstern also holds degrees from the University of
Massachusetts at Amherst and Amherst College.

ANDRE' A. DIMINO has served as our Vice Chairman of the Board since October
2006, as our Executive Vice President-Manufacturing and Technology and Chief
Technical Officer since August 2008 and as our Secretary and a director since
January 2004. Mr. DiMino served as our Co-Chief Executive Officer from October
2006 until August 2008 and as our Chairman of the Board and our Chief Financial
Officer from January 2004 until October 2006. Mr. DiMino served as our President
from 1989 until December 2003. Mr. DiMino also serves as the President and Chief
Financial Officer of ADM Tronics Unlimited, Inc., a publicly traded
technology-based developer and manufacturer of a diversified line of products
and our largest shareholder, positions he has held since December 2001 after the
passing of his father, Dr. Alfonso DiMino - the founder of ADM Tronics. Mr.
DiMino served as the Chief Operating Officer and Chief Financial Officer of ADM
Tronics from July 1991 to December 2001, and served as the Technical Director of
ADM Tronics from January 1982 to June 1991. In addition to his finance and
operating responsibilities, Mr. DiMino has been involved in research and product
development for us and ADM Tronics. He holds several patents which have been
assigned to us or ADM Tronics and has been responsible for the commercialization
of medical device products and for regulatory aspects related to our business
and the business of ADM Tronics. Mr. DiMino holds a Bachelor of Science degree
in engineering and an MBA in Finance both from Fairleigh Dickinson University.

                                       3


<PAGE>

DAVID SALOFF has served as our Executive Vice President-Sales and Marketing and
Chief Business Development Officer since August 2008 and as a director since
July 2004. Mr. Saloff served as our Co-Chief Executive Officer from October 2006
until August 2008 and as our President from July 2004 until August 2008. Mr.
Saloff served as our Chief Executive Officer from July 2004 until he resigned
from such position and began to serve as Co-Chief Executive Officer in October
2006. Mr. Saloff has also served as a director of ADM Tronics since December
2001. From September 2003 to December 2003, Mr. Saloff was the President of
Palisades Partners, a management consulting company. From November 1999 to
September 2003, Mr. Saloff was the President of LifeWaves International, a
health and wellness start-up company. In 1992, Mr. Saloff founded
Electropharmacology, Inc., and was responsible for the design, development and
subsequent FDA clearance of the original device (the MRT) for the adjunctive use
in the palliative treatment of post-operative pain and edema in superficial
tissue. Prior to starting EPI, Mr. Saloff served as a consultant for DH Blair,
Inc. in connection with the start up of Xsirius, Inc., a publicly traded
research and development company involved in researching and developing advanced
detection systems. In 1991, Mr. Saloff became the Chief Operating Officer of
Xsirius, and Executive Vice President and Director of Advanced Photonix, Inc.
(API), which was involved in the design and development of advanced solid state
light detection systems as well as the production and marketing of conventional
solid state detection components and a subsidiary of Xsirius which commenced
trading on the Nasdaq Capital Market (formerly known as the Nasdaq SmallCap
Market) in 1992. In 1982, Mr. Saloff joined Akros Manufacturing as President and
co-owner, a medical device company, which was sold to Lumex (Cybex) Corp. in
1986. Mr. Saloff earned his Bachelor of Science degree in business from Adelphi
University.

KENNETH S. ABRAMOWITZ began to serve as a director of our company in October
2006. Mr. Abramowitz is a Managing General Partner and a co-founder of NGN
Capital, a $250 million worldwide healthcare venture capital fund. In 2003, he
joined NGN from The Carlyle Group in New York where he was Managing Director
from 2001 to 2003, focusing on U.S. buyout opportunities in the healthcare
industry. Prior to joining The Carlyle Group, Mr. Abramowitz worked as an
Analyst at Sanford C. Bernstein & Co., where he covered the medical-supply,
hospital-management and HMO industries for 23 years, after which he was an EGS
Securities Healthcare Fund Manager. Mr. Abramowitz has published several notable
studies on healthcare service companies, major medical mergers and
cardiovascular device innovation. Mr. Abramowitz currently sits on the Board of
Directors EKOS Corp., OptiScan Biomedical Corp., and Small Bone Innovations LLC,
each a privately held medical device company. Mr. Abramowitz received a B.A.
from Columbia University in 1972 and an M.B.A. from Harvard Business School in
1976.

PAMELA J. NEWMAN, Ph.D. began to serve as a director of our company in October
2006. Since 1979, Dr. Newman has served as an international insurance broker,
specializing in Fortune 500 clients worldwide, for AON Corporation, a world
leader in integrated risk management, insurance and reinsurance brokerage.
Before joining AON, Dr. Newman worked for Marsh & McLennan for 12 years and
before that she worked for Peat, Marwick, Mitchell & Co. Dr. Newman also serves
on the Board of Directors of each of RKO Pictures, an entertainment provider,
and Interactive Metronome, Inc., on the Medical Center Advisory Board of the New
York Hospital-Cornell Medical Center and on the Board of the Brain Trauma
Foundation. Dr. Newman also serves on the Board of Trustees of the Corporate
Board of Carnegie Hall and the Associate Committee of The Julliard School and is
a Fellow of the Foreign Policy Association. Dr. Newman earned her Bachelor of
Arts degree in English, her Masters degree in English and her Doctorate degree
in Communications from the University of Michigan.

JEFFREY A. TISCHLER began to serve as a director of our company in October 2006.
Mr. Tischler has served as Chief Operating Officer of WhenTech LLC, a provider
of technology, software and information services to the commodities industry,
including traders, brokers and various exchanges throughout the world, since
June 2008. Mr. Tischler served as the Chief Financial Officer of Acies
Corporation, a provider of electronic payment processing solutions and a
corporation which filed reports pursuant to the Securities Exchange Act of 1934,
from May 2005 until May 2008, and as Executive Vice President and Chief
Financial Officer, Treasurer and a director of Acies Corporation from May 2006
until May 2008. From 2000 to 2005, Mr. Tischler served as Vice President of Asta
Funding, Inc., a consumer receivables asset management company, where his
responsibilities included involvement in operational and financial functions
ranging from strategic planning to strengthening the company's infrastructure.
From 1993 to 2000, Mr. Tischler served as Executive Vice President and Chief
Financial Officer of LandAmerica Financial Group, Inc., including serving as
Executive Vice President and Chief Financial and Administrative Officer of
LandAmerica's acquired predecessors, Commonwealth Land Title Insurance Company
and Transnation Title Insurance Company. From 1980 to 1993, Mr. Tischler was
with Reliance Group Holdings, Inc., where he last held the position of Vice
President of Financial Planning and Analysis. A certified public accountant, Mr.
Tischler was a senior accountant with KPMG Peat Marwick from 1978 to 1980. Mr.
Tischler received an M.B.A. degree in Finance and Accounting from the University
of Rochester's Simon School of Business in 1978, and a B.A. in Economics from
the University of Rochester in 1977.

                                       4


<PAGE>

ANITA HOWE WAXMAN served as a director of our company from March 2009 until her
resignation in July 2009. Since 1975, Ms. Waxman has served as Chairman of
Howe-Lewis International, a management consulting and executive search firm
which she co-founded and sold in 1991. Since 2001, Ms. Waxman has been a partner
of Waxman Williams Entertainment, LLC, a provider of theatre, film, television,
and live event production services, and has received several Tony Awards. Ms.
Waxman is a co-founder of each of Diasonics, Inc., a medical imaging company;
American Biodyne, a for-profit mental health services company; and International
Medical Care, Ltd. (IMC), a company that staffs and operates family practice
outpatient clinics and provides emergency room health services throughout the
world. In 1993, Ms. Waxman established the Howe-Waxman Family Foundation, which
is dedicated to serving the needs of women and children worldwide, with a focus
on those challenged with life threatening illnesses and socio-economic
limitations.

There are no family relationships between any of our executive officers or
directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of our Board of Directors include an Audit Committee, a
Compensation Committee and a Nominating and Corporate Governance Committee.

AUDIT COMMITTEE. The Audit Committee, which is a separately designated standing
audit committee established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), oversees and
monitors our financial reporting process and internal control system, reviews
and evaluates the audit performed by our outside auditors and reports to our
Board of Directors any substantive issues found during the audit. The Audit
Committee is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The Audit Committee also
reviews and approves all transactions with affiliated parties. All members of
the Audit Committee are independent directors as defined under the NASDAQ
Marketplace Rules. Each of Kenneth Abramowitz, Pamela Newman and Jeffrey
Tischler began to serve as members of the Audit Committee and Jeffrey Tischler
began to serve as the Chairman of the Audit Committee and our "audit committee
financial expert," as such term is defined by the Securities and Exchange
Commission, on October 18, 2006. Pamela Newman resigned as a member of the Audit
Committee upon the appointment of Anita Howe Waxman to the Audit Committee on
March 31, 2009. As a result of the resignation of Ms. Waxman in July 2009 our
Audit Committee currently has two members.

COMPENSATION COMMITTEE. The Compensation Committee provides advice and
recommendations to the Board of Directors in the areas of employee salaries and
benefit programs. The Compensation Committee also reviews the compensation of
our President and our Co-Chief Executive Officers and makes recommendations in
that regard to the Board of Directors as a whole. All members of the
Compensation Committee are independent directors as defined under the NASDAQ
Marketplace rules. Each of Kenneth S. Abramowitz, Pamela J. Newman, and Jeffrey
A. Tischler began to serve as a member of the Compensation Committee on October
18, 2006.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. The Nominating and Corporate
Governance Committee meets to recommend the nomination of directors to the full
Board of Directors to fill the terms for the upcoming year or to fill vacancies
during a term. All members of the Nominating and Corporate Governance Committee
are independent directors as defined under the NASDAQ Marketplace Rules. Each of
Pamela Newman and Jeffrey Tischler began to serve as a member of the Nominating
and Corporate Governance Committee on October 18, 2006. Anita Howe Waxman was
appointed to the committee on March 31, 2009. As a result of the resignation of
Ms. Waxman in July 2009 our Nominating and Corporate Governance Committee
currently has two members.

The Nominating and Corporate Governance Committee will consider recommendations
for nominations from shareholders if submitted in a timely manner in accordance
with the procedures established in our bylaws and will apply the same criteria
to all persons being considered. Nominations must be delivered to our Secretary
at our principal executive offices not later than the close of business on the
ninetieth (90th) day nor earlier than the close of business on the one hundred
twentieth (120th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced more than thirty (30) days prior to or delayed by more than
thirty (30) days after the anniversary of the preceding year's annual meeting,
notice by the shareholder to be timely must be so delivered not earlier than the
close of business on the one hundred twentieth (120th) day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
(90th) day prior to such annual meeting or the tenth (10th) day following the
day on which public announcement of the date of such meeting is first made. In

                                       5


<PAGE>

no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholder's notice as described
above. The nomination notice must set forth as to each person whom the proponent
proposes to nominate for election as a director: (a) all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected) and (b) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, (1) the name and address of such shareholder, as they appear
on our books, and the name and address of such beneficial owner, (2) the class
and number of shares of common stock which are owned beneficially and of record
by such shareholder and such beneficial owner and (3) whether either such
shareholder or beneficial owner intends to deliver a proxy statement and form of
proxy to holders of a sufficient number of holders of our voting shares to elect
such nominee or nominees.

BOARD OBSERVER

We have agreed, for a period of at least three years following the consummation
of our initial public offering, to engage a designee of Maxim Group LLC, one of
the lead managing underwriters of our initial public offering, as an observer to
our Board of Directors, where the observer shall attend meetings of our Board of
Directors and receive all notices and other correspondence and communications
sent by us to members of our Board of Directors. In addition, the observer is
entitled to reimbursement for all costs incurred by it in attending any meetings
of our Board of Directors. Maxim has not elected an observer to our Board of
Directors.

CODE OF ETHICS

We have a code of ethics that applies to our Co-Chief Executive Officers, Chief
Financial Officer and Controller and other persons who perform similar
functions. A copy of our code of ethics can be found on our website at
www.ivivitechnologies.com. Our code of ethics is intended to be a codification
of the business and ethical principles that guide it, and to deter wrongdoing,
to promote honest and ethical conduct, to avoid conflicts of interest, and to
foster full, fair, accurate, timely and understandable disclosures, compliance
with applicable governmental laws, rules and regulations, the prompt internal
reporting of violations and accountability for adherence to this code.

                               EXECUTIVE OFFICERS

Set forth below are the names, ages and titles of all of our executive officers
as of June 30, 2009, and the years in which such executive officers became our
executive officers. All executive officers serve at the discretion of the Board
of Directors with no fixed term.

<TABLE>
<S>            <C>
NAME                            AGE  TITLE                                                      EXECUTIVE OFFICER SINCE
----                            ---  -----                                                      -----------------------
Steven M. Gluckstern            58   Chairman of the Board, President, Chief Executive
                                       Officer and Director                                               2008
Andre' A. DiMino                53   Vice Chairman of the Board, Executive Vice
                                       President-Manufacturing and Technology, Chief
                                       Technical Officer, Secretary and Director                          2004
David Saloff                    56   Executive Vice President-Sales and Marketing,
                                       Chief Business Development Officer and Director                    2004
Alan V. Gallantar (1)           51   Senior Vice President and Chief Financial Officer                    2006
----------------------------------------------------

(1) Mr. Gallantar will leave as our Chief Financial Officer effective August 28, 2009 and at such time, Steven
Gluckstern, our Chairman, President and Chief Executive Officer will take on the additional role as our
Chief Financial Officer.
</TABLE>

STEVEN M. GLUCKSTERN began to serve as our Chairman of the Board and a director
in October 2006 and as our President and Chief Executive Officer in August 2008.

ANDRE' A. DIMINO, our Vice Chairman of the Board, has served as our Executive
Vice President-Manufacturing and Technology and Chief Technical Officer in
August 2008 and as our Secretary and a director since January 2004. Mr. DiMino
has served as our Co-Chief Executive Officer since October 2006 until August
2008. From July 2004 until October 2006, Mr. DiMino served as our Chief
Financial Officer. See Mr. DiMino's biographical information above.

DAVID SALOFF, one of our directors, has served as our Executive Vice
President-Sales and Marketing and Chief Business Development Officer since
August 2008 and as a director since July 2004. Mr. Saloff served as our Co-Chief
Executive Officer from October 2006 until August 2008 and as our President from
July 2004 until August 2008. Mr. Saloff served as our Chief Executive Officer
from July 2004 until he resigned from such position and began to serve as
Co-Chief Executive Officer in October 2006. See Mr. Saloff's biographical
information above.


                                       6


<PAGE>

ALAN V. GALLANTAR, CPA, began to serve as our Chief Financial Officer in October
2006 and will leave the Company on August 28, 2009. From April 2004 until
October 2006, Mr. Gallantar served as an executive consultant to a variety of
clients, providing management consulting and chief financial officer services.
From October 1999 until April 2004, Mr. Gallantar served as Chief Financial
Officer of Advanced Viral Research Corp, a publicly traded corporation. Mr.
Gallantar served as Treasurer and Controller of AMBI, Inc. (currently Nutrition
21, Inc.), a nutraceutical company, from 1998 to 1999, and as Senior Vice
President and Chief Financial Officer of Bradley Pharmaceuticals, Inc., a
pharmaceutical manufacturer, from 1992 to 1997. Mr. Gallantar also served in
senior financial positions at PaineWebber Incorporated (currently UBS Paine
Webber, Inc.), Chase Bank (currently JPMorgan Chase), Phillip Morris, Inc.
(currently Altria Group) and Deloitte & Touch LLP. Mr. Gallantar is a Certified
Public Accountant and received a B.A. in accounting from Queens College in 1979.

KEY EMPLOYEES AND CONSULTANTS

Set forth below is information concerning our key employees and paid
consultants.

Name                             Age    Position
----                             ---    --------
Arthur A. Pilla, Ph.D.           73     Science Director
Berish Strauch, M.D.             75     Consultant
Sean D. Hagberg, Ph.D.           50     Chief Science Officer

ARTHUR A. PILLA, Ph. D. has served as our Science Director and Chairman of our
Scientific Advisory Board since April 2004. Dr. Pilla is a Professor in the
Department of Biomedical Engineering, Columbia University, NY and Professor
Emeritus of Orthopedic Research in the Department of Orthopedics at Mount Sinai
School of Medicine, NY. Dr. Pilla offered the first graduate course in
Bioelectromagnetics at Columbia University in 1973, currently still being
offered in the Department of Biomedical Engineering. Dr Pilla has published
nearly 200 peer-reviewed studies in Bioelectromagnetics. His early research led
to the invention of specially configured electromagnetic fields for clinical use
on recalcitrant bone fractures. Dr. Pilla is the inventor of the first
bone-growth electromagnetic stimulator device cleared by the FDA and the
cofounder of Electrobiology, Inc. (EBI), now part of Biomet, an orthopedic
device manufacturer. His patents with EBI were seminal, leading to devices
commercially available for clinical use. Dr. Pilla continues to make progress in
the understanding of the basic biophysical mechanisms involved in the bioeffects
of electromagnetic signals. Dr. Pilla received his PhD, cum laude, from the
University of Paris, France in 1965 and commenced studies of the bioeffects of
weak magnetic and electric fields in 1969. Dr. Pilla is a paid consultant to us
and currently receives cash compensation for his services to us.

DR. BERISH STRAUCH has served as Chairman of our Medical Advisory Board since
August 2004 and directs the "Center for Excellence in Bioelectromagnetic
Studies" we established at Montefiore Medical Center. Dr. Strauch is an
internationally known plastic surgeon, board certified in general surgery,
plastic and reconstructive surgery and hand surgery. Dr. Strauch has conducted
extensive clinical research using our technology and is the author of the 2000
study demonstrating the angiogenic properties of the technology. He has served
as the Chairman of the Department of Plastic Surgery at Montefiore Medical
Center and is a founder and first president of the American Society of
Reconstructive Microsurgery, and has been an officer and committee member in
numerous regional, national, and international professional organizations. Dr.
Strauch is the senior editor of the three-volume Encyclopedia of Flaps, the
senior author of the Atlas of Microsurgical Flaps, and co-author of the Atlas of
Hand Anatomy and is also the founder and ongoing Editor-in-Chief of the Journal
of Reconstructive Microsurgery. He received his medical degree from Columbia
University in 1959, completed a general surgery residency at Montefiore Medical
Center from 1960 to 1964, had a surgery fellowship at Roosevelt Hospital in 1961
and had a plastic and reconstruction surgery fellowship at Stanford University
Hospital from 1966 to 1968. Dr. Strauch is a paid consultant to us and currently
receives cash compensation for his services to us for the fiscal year ended
March 31, 2009.


                                       7


<PAGE>

SEAN D. HAGBERG, Ph. D. has served as our Chief Science Officer and employed by
us since July 2004. Prior to joining Ivivi, Dr. Hagberg served as the Chief
Knowledge Officer for LifeWaves International, a health and wellness startup
company, from 2000 to 2004, where he oversaw knowledge based development,
multiple clinical trials, raising investment capital, hardware and software
development, technical and marketing writing, and FDA/FTC compliance. Prior to
joining LifeWaves, Dr. Hagberg was a post-doctoral fellow in community medicine
at Brown University medical school (1998-2000), served as technical analyst on
the Rhode Island state-wide TOPPS II behavioral health program (1998-2000), as
well as a consultant with the Decision Science Institute (1999-2001), and a
principal in Brewer's Heaven, a start-up brewing concern (1999-2004). From
1997-1998 Dr. Hagberg served as associate administrator for Good Hope Hospital
(owned by publicly traded Pioneer HealthCare), where he was responsible for
building a successful adolescent behavior health program, outside marketing and
contract management to private payors, including unions and other organizations.
Dr. Hagberg has been responsible for building behavioral health triage systems
for Managed Behavioral Healthcare Organizations and written and testified on
significant healthcare legislation at the state level and co-authored
Congressional reports on behavioral healthcare. Dr. Hagberg has co-authored NIH,
SAMSHA and foundation grants and protocols. Dr. Hagberg received his Ph.D. in
cultural anthropology from SUNY-Buffalo, where he was a Fellow in cognitive
science. Dr. Hagberg completed a two-year NIH-funded post-doctoral training at
the Brown University Department of Community Medicine, 1998-2000 and on was on
the medical faculty from 1998-2004.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and
persons who own more than 10% of a registered class of our equity securities to
file statements on Form 3, Form 4 and Form 5 of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% shareholders are required by the regulation to furnish us with
copies of all Section 16(a) reports that they file.

Based solely upon a review of Forms 3 and 4 and amendments to these forms
furnished to us, all parties subject to the reporting requirements of Section
16(a) filed all such required reports during and with respect to the fiscal year
ended March 31, 2009.

ITEM 11. EXECUTIVE COMPENSATION

CASH AND OTHER COMPENSATION

The following table, which should be read in conjunction with the explanations
provided below, provides certain compensation information concerning our Chief
Executive Officer, our Chief Financial Officer and our Executive Vice President,
who are sometimes referred to in this Part III of our Annual Report on Form 10-K
as our "named executive officers" for the fiscal year ended March 31, 2009.

<TABLE>
<S>                 <C>
                    Name and                                                              Option
               Principal Position                 Year    Salary ($)   Bonus ($)(6)   Awards ($) (1)   Total ($)
               ------------------                 ----    ----------   ------------   --------------   ---------

Steven Gluckstern, (2) (3) (4)                     2009       $ 62,885      $ 37,500        $ 384,327     $ 484,712
   Chairman, President and Chief                   2008              -             -          703,604       703,604
   Executive Officer                               2007              -             -        1,026,092     1,026,092

Andre' A. DiMino, (2) (3) (4)                      2009      $ 254,560      $ 42,188        $ 120,290     $ 417,038
   Vice Chairman, Executive Vice                   2008        240,000        24,000            4,862       268,862
   President and Chief Technology Officer          2007        185,731             -            4,870       190,601

David Saloff (2) (3) (4)                           2009      $ 252,060      $ 42,188         $ 83,592     $ 377,840
   Executive Vice President and Chief              2008        240,000        24,000           28,159       292,159
   Business Development Officer                    2007        190,574             -           31,283       221,857

Alan Gallantar (2) (3) (4) (5)                     2009      $ 239,550      $ 23,355        $ 143,504     $ 406,409
   Senior Vice President and Chief                 2008        231,000        22,500          112,537       366,037
   Financial Officer                               2007         95,192             -           51,579       146,771
---------------
</TABLE>

(1) Represents the expense to us pursuant to FAS 123(R) for the respective year
for restricted stock or stock options granted as long-term incentives pursuant
to our 2009 Equity Incentive Plan and our 2004 Amended and Restated Stock Option
Plan. See notes to our Financial Statements for the fiscal years ended March 31,
2009 and 2008 for the assumptions used for valuing the expense under FAS 123(R).


                                       8


<PAGE>

(2) In October 2006, (i) Mr. DiMino resigned from his positions as Chairman of
the Board and Chief Financial Officer and began to serve as Vice Chairman of the
Board and Co-Chief Executive Officer, (ii) Mr. Saloff resigned from his position
as Chief Executive Officer and began to serve as President and Co-Chief
Executive Officer and (iii) Mr. Gallantar began to serve as Chief Financial
Officer.

In August 2008, our Board of Directors appointed Steven M. Gluckstern, the
Chairman of the Board, as President and Chief Executive Officer; Andre' A.
DiMino as Executive Vice President-Manufacturing and Technology and Chief
Technical Officer; and David Saloff as Executive Vice President-Sales and
Marketing and Chief Business Development Officer; In connection with such
changes, Messrs. DiMino and Saloff relinquished their titles as Co-Chief
Executive Officer, President and Co-Chief Executive Officer and Executive Vice
President and Chief Operating Officer, respectively. As of such date, Mr. Hammel
ceased serving as an executive officer.

(3) On May 1, 2008, our Board of Directors, upon recommendation of our
Compensation Committee approved the following:

(a) Guaranteed bonuses in the amount of 10% of compensation for Messrs. DiMino,
Saloff and Gallantar in the amount of $24,000, $24,000 and $22,500, respectively
for fiscal 2007-2008, which were paid by us during May 2008 and accrued by us at
March 31, 2008.

(b) Salaries, effective January 1, 2009, for Messrs. DiMino, Saloff and
Gallantar of $250,000, $240,000 and $239,550, respectively, and salaries
effective April 1, 2008, for Messrs. DiMino, Saloff and Gallantar of $256,080,
$256,080 and $239,550, respectively, which amounts represent the Consumer Price
Index increases pursuant to the terms of the respective employment agreements.

(c) Stock Options under our Stock Option Plan for DiMino, Saloff and Gallantar
of 120,000, 120,000 and 60,000, respectively, with an exercise price of $2.82
(except for Mr. DiMino which exercise price is $3.102, 110% of the closing
price), the closing price of our common stock on the Nasdaq Stock Market on the
date of grant. The options vest equally on May 1, 2009, 2010 and 2011 and expire
in 10 years from the date of grant, except for Mr. DiMino's options which expire
five years from the date of grant.

(4) On December 31, 2008, we entered into an employment agreement with Steven M.
Gluckstern to secure his service as Chairman of the Board (for so long as Mr.
Gluckstern continues to be a member of the Board of Directors) and as President
and Chief Executive Officer, and amended and restated employment agreements with
(i) David Saloff to secure his continued service as Executive Vice
President-Sales and Marketing and Chief Business Development Officer and (ii)
Andre' DiMino to secure his service as Vice Chairman of the Board (for so long
as Mr. DiMino continues to be a member of the Board of Directors) and as
Executive Vice President-Manufacturing and Technology and Chief Technical
Officer. The employment agreement with Mr. Gluckstern provides for a minimum
annual salary of $100,000 and a target annual bonus opportunity of 150% of
annual salary. The employment agreement with Mr. Saloff provides for a minimum
annual salary of $225,000, a target annual bonus opportunity of 75% of annual
salary, and payments relating to personal benefits and perquisites of such type
that he determines not to exceed $15,000 per year. The Employment Agreement with
Mr. DiMino provides for a minimum annual salary of $225,000, a target annual
bonus opportunity of 75% of annual salary, and payments relating to personal
benefits and perquisites of such type that he determines not to exceed $25,000
per year. For a detailed description of these employment agreements, see
"Employment Agreements" below.

(5) Mr. Gallantar will leave as our Chief Financial Officer effective August 28,
2009.

(6) The 2009 bonuses listed below have been accrued at March 31, 2009 but have
not been paid as of the date of this report.


                                       9


<PAGE>

               GRANTS OF PLAN-BASED AWARDS FOR THE FISCAL YEAR END

During the fiscal year ended March 31, 2008, no stock options were granted to
any of our named executive officers. On May 1, 2008, options under our 2004
Amended and Restated Stock Option Plan were granted to Messrs. DiMino, Saloff,
Gallantar and Hammel to purchase 120,000, 120,000, 60,000 and 60,000,
respectively, at an exercise price equal to the closing price of our common
stock on the NASDAQ Capital Market on May 1, 2008, which was $2.82 per share,
except for Mr. DiMino's options whose exercise price was equal to 110% of the
closing price of our common stock on the NASDAQ Capital Market on May 1, 2008,
which was $3.102 per share. Each such option vests equally on May 1, 2009, 2010
and 2011 and expires in 10 years from the date of grant except that Mr. DiMino's
option expires five years from the date of grant.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table provides certain information concerning outstanding equity
awards held by each of our named executive officers at March 31, 2009.
<TABLE>
<S>            <C>
                                                        Option Awards                               Stock Awards
                                  ----------------------------------------------------     ----------------------------------
                                   Number of      Number of
                                   Securities     Securities                                Number of         Market Value of
                                   Underlying     Underlying                                Shares of            Shares of
                                   Unexercised   Unexercised      Option      Option      Units of Stock       Units of Stock
                                   Options (#)    Options (#)    Exercise   Expiration    That Have Not        That Have Not
Name                               Exercisable   Unexercisable   Price($)      Date        Vested (#)(2)       Vested (#)(1)
----------------------------------------------------------------------------------------------------------------------------

Steven M. Gluckstern                775,000               -       $ 5.11     6/16/2016        1,124,103         $ 247,303
Andre' A. DiMino                    243,750               -       $ 0.06     1/13/2014
                                     81,250               -       $ 0.31     2/19/2014
                                          -         120,000       $ 3.10      5/1/2013
                                    261,918               -       $ 0.31    12/31/2013
David Saloff                        243,750               -       $ 0.06     1/13/2014
                                     81,250               -       $ 0.31     2/19/2014
                                          -         120,000       $ 2.82      5/1/2018
Alan V. Gallantar (3)                93,333          46,667       $ 6.00    10/18/2016
                                          -          60,000       $ 2.82      5/1/2018
</TABLE>
_________________
(1) Based upon the closing market price of our stock of $0.22 on March 31, 2009.
(2) Restricted shares granted to Mr. Gluckstern under his employment agreement.
    See "TERMS OF EMPLOYMENT AGREEMENT WITH MR. GLUCKSTERN AND AMENDED AND
    RESTATED EMPLOYMENT AGREEMENTS WITH MESSRS. SALOFF AND DIMINO".
(3) Mr. Gallantar will leave as our Chief Financial Officer effective August 28,
    2009.

EMPLOYMENT AGREEMENTS

On October 18, 2006, we entered into employment agreements with David Saloff to
secure his continued service as President and his service as Co-Chief Executive
Officer, with Andre' DiMino to secure his service as Vice Chairman of the Board
(for so long as Mr. DiMino continues to be a member of the Board of Directors)
and as Co-Chief Executive Officer and with Edward Hammel to secure his service
as Executive Vice President. In July 2006, we entered into an employment
agreement with Alan Gallantar to secure his service as Chief Financial Officer,
effective as of October, 2006.

In August 2008, our Board of Directors appointed Steven M. Gluckstern, Chairman
of the Board, as President and Chief Executive Officer; Andre' A. DiMino as
Executive Vice President-Manufacturing and Technology and Chief Technical
Officer; David Saloff as Executive Vice President-Sales and Marketing and Chief
Business Development Officer; and Edward Hammel as Senior Vice President, Chief
Administrative Officer. In connection with such changes, Messrs. DiMino, Saloff
and Hammel relinquished their titles as Co-Chief Executive Officer, President
and Co-Chief Executive Officer and Executive Vice President and Chief Operating
Officer, respectively. As of such date, Mr. Hammel ceased serving as an
executive officer.

On December 31, 2008, we entered into an employment agreement with Steven M.
Gluckstern to secure his service as our Chairman of the Board (for so long as
Mr. Gluckstern continues to be a member of the Board of Directors) and as
President and Chief Executive Officer, and amended and restated employment
agreements with (i) David Saloff to secure his continued service as our
Executive Vice President-Sales and Marketing, and Chief Business Development
Officer and (ii) Andre' DiMino to secure his service as our Vice Chairman of the
Board (for so long as Mr. DiMino continues to be a member of the Board of
Directors) and as Executive Vice President-Manufacturing and Technology and
Chief Technical Officer. On December 31, 2008, we also amended each of our
employment agreements with Messrs. Gallantar and Hammel for the purpose of
complying with Internal Revenue Code 409A.

                                       10


<PAGE>

The terms of our employment agreements with Messrs. Gluckstern, Saloff, DiMino
and Gallantar are set forth below.

TERMS OF EMPLOYMENT AGREEMENT WITH MR. GLUCKSTERN AND AMENDED AND RESTATED
EMPLOYMENT AGREEMENTS WITH MESSRS. SALOFF AND DIMINO.

On December 31, 2008, we entered into an employment agreement with Steven M.
Gluckstern to secure his service as our Chairman of the Board (for so long as
Mr. Gluckstern continues to be a member of the Board of Directors) and as
President and Chief Executive Officer, and amended and restated employment
agreements with (i) David Saloff to secure his continued service as our
Executive Vice President-Sales and Marketing and Chief Business Development
Officer and (ii) Andre' DiMino to secure his service as our Vice Chairman of the
Board (for so long as Mr. DiMino continues to be a member of the Board of
Directors) and as Executive Vice President-Manufacturing and Technology and
Chief Technical Officer. Mr. DiMino's amended and restated employment agreement
still permits him to provide certain levels of service to ADM Tronics Unlimited
Inc., but requires him to devote at least a majority of his business time
towards providing service to us.

Each of the employment agreements has a term that expires on November 30, 2011;
provided that unless we or an executive gives written notice to the other party
at least 120 days prior to the expiration of the then-current term, the
then-current term shall be automatically extended for additional one-year
periods.

The employment agreement with Mr. Gluckstern provides for a minimum annual
salary of $100,000 and a target annual bonus opportunity of 150% of annual
salary. The employment agreement with Mr. Saloff provides for a minimum annual
salary of $225,000, a target annual bonus opportunity of 75% of annual salary,
and payments relating to personal benefits and perquisites of such type that he
determines not to exceed $15,000 per year. The employment agreement with Mr.
DiMino provides for a minimum annual salary of $225,000, a target annual bonus
opportunity of 75% of annual salary, and payments relating to personal benefits
and perquisites of such type that he determines not to exceed $25,000 per year.

The employment agreements provide for certain severance benefits in the event of
a termination of the executive's employment by us other than for "cause" (as
defined below), or by the executive for "good reason" (as defined below). Mr.
Gluckstern's severance benefits include a payment equal to 200% of the sum of
his then current annual base salary plus his most recent bonus (or target bonus
if no bonus has yet been paid), plus reimbursement for medical insurance
premiums for a period of 18 months. In addition, Mr. Gluckstern's unvested
equity grants will become fully vested. Mr. Gluckstern will also receive such
cash payment, and the vesting of equity grants, in the event of death or
"disability." Messrs. Saloff's and DiMino's severance benefits include a payment
equal to 200% of the sum of his then current annual base salary plus most recent
bonus paid (or if termination is after March 31, 2009 and no bonus with respect
to the fiscal year then ending has been paid, the amount of such bonus declared
by our Board of Directors prior to termination or if such bonus has not been
declared by our Board of Directors prior to termination, the target bonus for
such fiscal year), plus a pro rata bonus payment for the year in which the
termination occurs, plus an additional amount equal to $15,000 for Mr. Saloff,
and $25,000 for Mr. DiMino. In addition, the executive will be entitled to
reimbursement for medical insurance premiums for a period of 18 months, and all
unvested equity grants will become fully vested. Messrs. Saloff and DiMino will
also receive such cash payment, and the vesting of equity grants, in the event
of death or "disability" (as defined herein). In addition, Mr. DiMino may resign
from employment for any reason or no reason, no earlier than January 31, 2009
and no later than July 31, 2010, and be entitled to receive a severance payment
equal to 200% of the sum of base salary plus target bonus, plus $25,000, and
receive vesting of unvested equity awards granted prior to the date of the new
employment agreement.

For purposes of the employment agreements, the following terms have the
following meanings:

"CAUSE" means, generally, the executive's (i) conviction of, plea of guilty or
nolo contendre to, or confession of guilt of, a felony, (ii) commission of a
fraudulent, illegal or dishonest act (which dishonest act result in material
damage to us) in respect of our or any of our affiliates or subsidiaries, (iii)
willful misconduct or gross negligence that reasonably could be expected to be
injurious in our reasonable discretion to our business, operations or reputation
or any of our affiliates or subsidiaries (monetarily or otherwise), (iv)
material violation of our policies or procedures in effect from time to time,
(v) after a written warning and a reasonable opportunity to cure
non-performance, continued failure to perform the executive's duties as
assigned, in accordance with the terms of the employment agreement, to the
executive from time to time, or (vi) other material breach of the employment
agreement.


                                       11


<PAGE>

"GOOD REASON" means, generally, in the absence of the consent of the executive
(i) the failure of the Company or its successor to pay any amounts due to the
executive or to fulfill any other material obligations under the employment
agreement (ii) action by the Company or its successor that results in a material
diminution in the executive's title, position, authority or duties; (iii) any
material reduction in the amount of D&O liability insurance coverage (does not
apply to Mr. Saloff); or (iv) the Company's determination not to extend the
employment agreement. For Messrs. Saloff and DiMino, Good Reason also includes a
relocation of the offices of the Company or its successor (for Mr. DiMino, by
increasing his commute more than 10 additional miles, and for Mr. Saloff, by
making a material change to the geographic location of his office). For Mr.
DiMino, Good Reason also includes the occurrence of a (a) a merger or
consolidation of our company with or into any other corporation, entity or
person; or (b) a sale, lease, exchange or other transfer in one transaction or a
series of related transactions of all or substantially all our outstanding
securities or all or substantially all our assets (excluding a "related party
transaction" (as defined below); provided, however, that, in connection with
such event, the holders of our common stock receive aggregate consideration,
upon the closing, of at least $100 million.

"DISABILITY" means, generally, the executive's physical or mental disability
that prevents the executive from performing his duties for a period of at least
120 consecutive days in any 12-month period or 150 non-consecutive days in any
12-month period.

"RELATED PARTY TRANSACTION" means, generally, a merger or consolidation in which
the holders of our common stock immediately prior to the merger hold at least a
majority of the shares of our common stock in the successor corporation
immediately after the merger; a sale, lease, exchange or other transaction in
one transaction or a series of related transactions of all or substantially all
our assets to a wholly-owned subsidiary of our company; a mere reincorporation
of our company; or a transaction for the sole purpose of creating a holding
company.

During the term of the employment agreements and for a period of 24 months
thereafter, subject to applicable law, the executives will be subject to
restrictions on competition with us and restrictions on the solicitation of our
customers and executives. For all periods during and after the term, the
executives will be subject to nondisclosure and confidentiality restrictions
relating to our confidential information and trade secrets.

Section 280G of the Internal Revenue Code denies a corporation a deduction for
"excess parachute payments." Excess parachute payments generally consist of
payments to specified individuals that are contingent upon a change in ownership
or control of a corporation, or a change in a substantial portion of the
corporation's assets, and that exceed a statutorily determined base amount. In
the event that any payment, coverage or benefit provided under the employment
agreements would not be deemed to be deductible by us in whole or in part in the
calculation of the Federal income tax by reason of Section 280G of the Internal
Revenue Code, the aggregate payments, coverage or benefits provided under the
employment agreement will be reduced to the "safe harbor" level under Section
280G of the Internal Revenue Code so that the entire amount which is paid or
provided to the executive will be deductible notwithstanding the provisions of
Section 280G of the Internal Revenue Code (except that such reduction shall not
occur (i) in the case of Messrs. DiMino and Saloff, if the amount of income, net
of taxes, is greater by at least $10,000 in the absence of such reduction and
(ii) in the case of Mr. Gluckstern, in the event his payments, coverages or
benefits, before taxes, exceed the safe harbor by more than $50,000). The "safe
harbor" level under Section 280G of the Internal Revenue Code is generally the
amount that is less than three times the average of five years of W-2
compensation.

In connection with entering into the employment agreements, each executive is
entitled to receive grants of equity incentive awards as described below:

For Mr. Gluckstern, subject to and following the approval of our shareholders of
the 2009 Equity Incentive Plan, as described in Proposal No. 2, Mr. Gluckstern
will be granted stock awards pursuant to a restricted stock award agreement to
be entered into between us and Mr. Gluckstern (the "Stock Award Agreement") on
the terms and conditions set forth below and upon such additional terms and
conditions determined by the Compensation Committee. The grant shall be for a
number of shares of restricted common stock which equals 10% of our outstanding
common stock on the date of grant (including as outstanding for purposes of
these calculations the restricted common stock then being granted to Mr.
Gluckstern), which as of the record date would have been a total of 1,124,103
restricted shares. The total number of restricted shares will be divided as
follows: (i) approximately 14% (or 160,586 restricted shares assuming 10,116,930
outstanding shares on the date of grant) will vest over three years subject to
Mr. Gluckstern's continued employment with us, (ii) approximately 29% (or
321,172 restricted shares assuming 10,116,930 outstanding shares on the date of


                                       12


<PAGE>

grant) will vest if our market capitalization reaches certain pre-established
targets set forth in the Stock Award Agreement or if our common stock is no
longer publicly traded and (iii) approximately 57% (or 642,345) restricted
shares assuming 10,116,930 outstanding shares on the date of grant) will vest
only if we successfully complete a financing or series of financings up to an
aggregate amount up to $20 million prior to December 31, 2010. The Stock Award
Agreement would govern the grant of the awards contemplated by the terms of Mr.
Gluckstern's employment agreement. The Stock Award Agreement will also provide
for potential future issuances of unrestricted stock and restricted stock units
to Mr. Gluckstern, subject to any necessary board and shareholder approval if an
increase in the shares authorized under the 2009 Equity Incentive Plan is
required. The potential future issuance of the unrestricted stock and restricted
stock units would be triggered in the event that we successfully complete a
financing or series of financings up to an aggregate amount up to $20 million
prior to December 31, 2010, and would be designed as an equitable adjustment
such that the number of shares of common stock that may be received by Mr.
Gluckstern will equal up to 10% of the outstanding shares of our common stock.
Notwithstanding the foregoing, the restricted shares set forth in (c) will not
vest nor will any equitable adjustment be made for any financing (whether by
debt, equity or otherwise) to the extent the source of the financing is Mr.
Gluckstern or any of his affiliates or entities in which Mr. Gluckstern has an
ownership interest. In the event that the shareholders do not approve the 2009
Equity Incentive Plan to facilitate the restricted stock grants, we will provide
Mr. Gluckstern with an alternative incentive compensation award or arrangement,
to be determined by our Compensation Committee that provides the after-tax
economic equivalent of the restricted stock grants, which alternative
arrangement shall be subject to Mr. Gluckstern's reasonable consent and
approval.

Mr. Saloff will be granted equity incentive awards during the fiscal years
ending March 31, 2009, 2010 and 2011 as determined by the Compensation
Committee. The 2009 grant will have a value at the time of grant, as determined
by the Compensation Committee, equal to 75% of his then current annual base
salary. The 2010 and 2011 grants will have a value at the time of grant equal to
50% of this then current annual base salary. With respect to each grant, 50% of
the grant will vest over time subject to his continued employment with us, and
50% will vest subject to the attainment of pre-established performance goals to
be established by the Compensation Committee.

Upon execution of Mr. DiMino's employment agreement, Mr. DiMino was granted an
option to purchase 261,918 shares of our common stock with an exercise price
equal to 110% of the fair market value of a share of our common stock as of the
date of grant, which was $.308 per share. Mr. DiMino also will be granted equity
incentive awards during the fiscal years ending March 31, 2009, 2010 and 2011 as
determined by the Compensation Committee. The 2009 grant will have a value as of
the date of grant, as determined by the Compensation Committee, equal to 75% of
his then current annual base salary. The 2010 and 2011 grants will have a value
as of the date of grant equal to 50% of this then current annual base salary.
With respect to each grant other than the initial option grant, 50% of the grant
will vest over time subject to his continued employment with us, and 50% will
vest subject to the attainment of pre-established performance goals to be
established by the Compensation Committee.

The Compensation Committee retained the services of Compensation Resources, Inc.
to advise it with respect to the determining reasonable and appropriate levels
of compensation and terms and conditions applicable to the employment
agreements. In addition, Compensation Resources, Inc. will work with the
Compensation Committee to determine the performance criteria for future grants
to the executive officers.

ALAN GALLANTAR

As of July 13, 2006, we entered into an employment agreement with Alan Gallantar
to secure his service as Chief Financial Officer, effective as of October ,
2006. On December 31, 2008, we amended Mr. Gallantar's employment agreement for
the purpose of complying with Internal Revenue Code 409A. Mr. Gallantar will
cease serving as our Chief Financial Officer effective, August 28, 2009.

Mr. Gallantar's employment agreement has a three-year term and will be
automatically extended prior to the end of then current term for successive
one-year periods until either we or the executive notifies the other at least
120 days prior to the end of the term that such party does not wish to further
extend it. The agreement provides for a minimum annual salary of $233,550 for
Mr. Gallantar and a discretionary annual cash bonus and participation on
generally applicable terms and conditions in other compensation and fringe
benefit plans.


                                       13


<PAGE>

The terms of the employment agreement provide that Mr. Gallantar will be
entitled to severance benefits in the amount of such executive's base salary for
a period of 12 months following the date of termination if his employment is
terminated without "cause" or if he resigns for "good reason" (as such terms are
defined below), or 18 months following the date of termination if his employment
is terminated without "cause" or if he resigns for "good reason" within 12
months following a "change in control" (as such terms are defined below), in
each case subject to the execution and delivery to us by the employee of a
general release.

For purposes of Mr. Gallantar's employment agreement, the following terms have
the following meanings:

"CAUSE" means the executive's (i) conviction of, plea of guilty or nolo
contendre to, or confession of guilt of, a felony or criminal act involving
moral turpitude (ii) commission of a fraudulent, illegal or dishonest act (which
dishonest act results in material damage to us) in respect of us, (iii) willful
misconduct or gross negligence that reasonably could be expected to be injurious
in our reasonable discretion to our business, operations or reputation
(monetarily or otherwise), (iv) material violation of our policies or procedures
in effect from time to time, subject to applicable cure periods after written
notice thereof, (v) after a written warning and a reasonable opportunity to cure
non-performance, continued failure to perform the executive's duties as assigned
to the executive from time to time, or (vi) any other material breach of the
employment agreement.

"GOOD REASON" means, in the absence of the consent of the executive, (i) our
failure to pay any amounts due to the executive or to fulfill any other material
obligations thereunder, other than failures that are remedied by us within 30
days after receipt of written notice thereof given by the executive; (ii) action
by us that results in a material diminution in the executive's title, position,
authority or duties from those contemplated in the employment agreement, subject
to certain exceptions; (iii) any move of our offices that would require the
executive to commute more than 10 miles more each way than such executive
commutes immediately prior to such move; or (iv) any material reduction in the
amount of our director and officer liability insurance coverage in effect as of
the consummation of our initial public offering.

"CHANGE IN CONTROL" means (i) any person becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of our securities
representing more than 50% of the total voting power represented by the
executive's then outstanding voting securities; provided, however, that the
consummation of our initial public offering in and/or the exercise or conversion
of any instruments as of the consummation of our initial public offering will
not be deemed a "change of control;" (ii) our merger or consolidation with any
other corporation, other than a merger or consolidation which would result in
our voting securities outstanding immediately prior thereto continuing to
represent at least fifty percent (50%) of the total voting power represented by
the voting securities of our company or such surviving entity outstanding
immediately after such merger or consolidation; or (iii) the sale or disposition
by us of all or substantially all of our assets.

During the term of the employment agreement and for a period of 18 months
thereafter, subject to applicable law, the executive will be subject to
restrictions on competition with us and restrictions on the solicitation of our
customers and executive. For all periods during and after the term, the
executive will be subject to nondisclosure and confidentiality restrictions
relating to our confidential information and trade secrets.

Section 280G of the Internal Revenue Code denies a corporation a deduction for
"excess parachute payments." Excess parachute payments generally consist of
payments to specified individuals that are contingent upon a change in ownership
or control of a corporation, or a change in a substantial portion of the
corporation's assets, and that exceed a statutorily determined base amount. In
the event that any payment, coverage or benefit provided under the employment
agreements would not be deemed to be deductible by us in whole or in part in the
calculation of the Federal income tax by reason of Section 280G of the Internal
Revenue Code, the aggregate payments, coverage or benefits provided under the
employment agreement will be reduced to the "safe harbor" level under Section
280G of the Internal Revenue Code so that the entire amount which is paid or
provided to the executive will be deductible notwithstanding the provisions of
Section 280G of the Internal Revenue Code (except that such reduction shall not
occur if the amount of income, net of taxes, is greater by at least $10,000 in
the absence of such reduction). The "safe harbor" level under Section 280G of
the Internal Revenue Code is generally the amount that is less than three times
the average of five years of W-2 compensation.


                                       14


<PAGE>

AMENDMENTS TO EMPLOYMENT AGREEMENTS

On April, 7, 2009, as a condition to the closing of the Financing (as described
in our Annual Report on Form 10-K), Steven Gluckstern, the Company's Chairman,
President and Chief Executive Officer, Andre DiMino, the Company's Vice Chairman
and Executive Vice President-Manufacturing and Technology and Chief Technical
Officer, David Saloff, the Company's Executive Vice President-Sales and
Marketing and Chief Business Development Officer, and Alan Gallantar, the
Company's Chief Financial Officer and Executive Vice President, and certain
other employees entered into amendments to their employment agreements, (the
"Employment Agreement Amendments") under which the terms of the severance
arrangements were amended as set forth below. Under the terms of the Employment
Agreement Amendments, in the event such employee is terminated without Cause or
in the event of a termination by such employee for Good Reason (as each term is
defined in the applicable employment agreement) prior to the Maturity Date under
the Note, such employee will only be entitled to receive his base salary through
the Maturity Date and all other severance obligations for such termination
events would be deferred as discussed below. In addition, following the Maturity
Date, all other severance that such employee would be entitled to receive under
the terms of the applicable employment agreement would be deferred until certain
events under the Employment Agreement Amendments occurred. Under the terms of
the Employment Agreement Amendments, each employee would be entitled to receive
any severance payments that were deferred and his original severance provisions
would again become applicable in the event that either (i) the Company completes
a Qualified Financing prior to eighteen months from the closing of the Financing
in which at least 50% of the amount of gross proceeds received by the Company
are from investors other than the Lender or its affiliates or (ii) the Company
completes a sale or merger prior to eighteen months from the closing of the
Financing in which the Lender receives cash of at least 200% of the Conversion
Amount (as defined in the Note) (each a "Severance Condition Event"); provided,
however, that if (i) a Severance Condition Event does not occur prior to 18
months from the closing of the Financing or (ii) the Lender or any of its
affiliates purchase any equity or debt from the Company (other than under the
Loan Documents or in connection with a Qualified Financing), then the severance
provisions in the applicable employment agreements shall terminate and cease to
be of effect.

2009 EQUITY INCENTIVE PLAN

GENERAL

On February 26, 2009, our Board of Directors adopted the Ivivi Technologies,
Inc. 2009 Equity Incentive Plan (the "Equity Incentive Plan"), subject to the
approval of our shareholders, and voted to cease making any further stock option
grants under the Company's 2004 Amended and Restated Stock Option Plan, as
amended (the "2004 Plan"), subject to approval of our shareholders of the Equity
Incentive Plan. As of February 26, 2009, there were 959,345 shares of common
stock with respect to which options were available for grant under the 2004 Plan
which will no longer be granted under the 2004 Plan, subject to approval by our
shareholders of the Equity Incentive Plan.

Stock options granted under the 2004 Plan will continue in effect under the
terms and conditions of the 2004 Plan. The Equity Incentive Plan permits the
grant of stock options and, unlike the 2004 Plan, also permits the grant of
stock-settled stock appreciation rights and restricted and unrestricted stock
awards.

The general purpose of the Equity Incentive Plan is to provide an incentive to
our employees, directors and consultants, including employees and consultants of
any parent or subsidiary, by enabling them to share in the future growth of our
business. The Board of Directors believes that the granting of stock options and
other equity awards promotes continuity of management and increases incentive
and personal interest in our welfare by those who are primarily responsible for
shaping and carrying out our long range plans and securing our growth and
financial success.

The Board believes that the Equity Incentive Plan will advance our interests by
enhancing our ability to (a) attract and retain employees, directors and
consultants who are in a position to make significant contributions to our
success; (b) reward employees, directors and consultants for these
contributions; and (c) encourage employees, directors and consultants to take
into account our long-term interests through ownership of our shares.

DESCRIPTION OF THE EQUITY INCENTIVE PLAN

On February 26, 2009, our Board of Directors adopted the Ivivi Technologies,
Inc. 2009 Equity Incentive Plan (the "Equity Incentive Plan"), which was
approved by our shareholders on March 31, 2009, and voted to cease making any
further stock option grants under the Company's 2004 Amended and Restated Stock
Option Plan, as amended (the "2004 Plan").


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<PAGE>

The general purpose of the Equity Incentive Plan is to provide an incentive to
our employees, directors and consultants, including employees and consultants of
any parent or subsidiary, by enabling them to share in the future growth of our
business. Our Board of Directors believes that the Equity Incentive Plan will
advance our interests by enhancing our ability to (a) attract and retain
employees, directors and consultants who are in a position to make significant
contributions to our success; (b) reward employees, directors and consultants
for these contributions; and (c) encourage employees, directors and consultants
to take into account our long-term interests through ownership of our shares.

The 2009 Equity Incentive Plan authorizes the Administrator to grant options
("Options") that are Incentive Stock Options within the meaning of Section 422
of the Code, Non-statutory Stock Options or a combination of both. In addition,
the 2009 Equity Incentive Plan authorizes the Administrator to grant Stock
Appreciation Rights ("SARs"), and Restricted and Unrestricted Stock Awards
("Awards").

Subject to adjustments set forth in the Equity Incentive Plan, the aggregate
number of shares of common stock available for issuance in connection with all
Options, SARs and Awards granted to employees and consultants under the Equity
Incentive Plan will be 3,750,000, in each case subject to customary adjustments
for stock splits, stock dividends or similar transactions. Incentive Stock
Options may be granted under the Equity Incentive Plan with respect to all of
those shares.

If any Option, SAR or Award granted under the 2009 Equity Incentive Plan
terminates without having been exercised in full or if any Award is forfeited,
the number of shares of common stock as to which such Option or SAR was not
exercised or Award has been forfeited shall be available for future grants
within certain limits under the Equity Incentive Plan. No employee, director or
consultant may receive Options or SARs relating to more than 2,000,000 shares of
common stock in the aggregate in any year.

Stock options granted under the 2004 Plan will continue in effect under the
terms and conditions of the 2004 Plan. The 2009 Equity Incentive Plan permits
the grant of stock options and, unlike the 2004 Plan, also permits the grant of
stock-settled stock appreciation rights and restricted and unrestricted stock
awards.

Except Non-employee Director Options, the grant of Options, SARs and Awards
under the 2009 Equity Incentive Plan is discretionary, and we cannot determine
now the number or type of options, rights or other awards to be granted in the
future to any particular person or group. However, upon approval of the 2009
Equity Incentive Plan by our shareholders, we entered into a restricted stock
award agreement with Mr. Gluckstern (the "Stock Award Agreement") on the terms
and conditions set forth below and upon such additional terms and conditions
determined by the Compensation Committee. The grant shall be for a number of
shares of restricted common stock which equals 10% of our outstanding common
stock on the date of grant or 1,124,103 restricted shares, of which (i) 160,586
restricted shares will vest over three years subject to Mr. Gluckstern's
continued employment with us, (ii) 321,172 restricted shares will vest if our
market capitalization reaches certain pre-established targets, as defined, or if
our common stock is no longer publicly traded and (iii) 642,345 restricted
shares will vest only if we successfully complete a financing or series of
financings up to an aggregate amount up to $20 million prior to December 31,
2010. The Stock Award Agreement would govern the grant of the awards
contemplated by the terms of Mr. Gluckstern's employment agreement. The Stock
Award Agreement will also provide for potential future issuances of unrestricted
stock and restricted stock units to Mr. Gluckstern, subject to any necessary
board and shareholder approval if an increase in the shares authorized under the
2009 Equity Incentive Plan is required. The potential future issuance of the
unrestricted stock and restricted stock units would be triggered in the event
that we successfully complete a financing or series of financings up to an
aggregate amount up to $20 million prior to December 31, 2010, and would be
designed as an equitable adjustment such that the number of shares of common
stock that may be received by Mr. Gluckstern will equal up to 10% of the
outstanding shares of our common stock. Notwithstanding the foregoing, the
restricted shares set forth above will not vest nor will any equitable
adjustment be made for any financing (whether by debt, equity or otherwise) to
the extent the source of the financing is Mr. Gluckstern or any of his
affiliates or entities in which Mr. Gluckstern has an ownership interest.

The 2009 Equity Incentive Plan provides, as did the 2004 Plan, for automatic
grants of Non-statutory Stock Options to our non-employee directors. Upon
initial election or appointment to the Board and each year thereafter in which
the non-employee director serves on our Board of Directors, a non-employee
director will receive a Non-statutory Stock Option to purchase 20,000 shares of
common stock. In addition to the 1,124,103 restricted shares granted on March
31, 2009 to Mr. Gluckstern, 80,000 shares of common stock with respect to
options were granted on March 31, 2009 to our non-employee directors, at an
exercised price of $0.22 per share, expiring on March 30, 2019.


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<PAGE>

As of March 31, 2009, there were 2,545,897 shares of common stock with respect
to which Options, SARs and Awards were available for grant under the 2009 Equity
Incentive Plan after the 1,124,103 restricted shares and the 80,000 common stock
options were issued. As of March 31, 2009, the 855,420 shares of common stock
with respect to which options were available for grant under the 2004 Plan were
cancelled.

The following description of the principal terms of the Equity Incentive Plan is
a summary.

ADMINISTRATION. The Equity Incentive Plan provides that it may be administered
by the Board of Directors or by one or more committees appointed by the Board of
Directors (as the case may be, the "Administrator").

The Equity Incentive Plan was adopted by the Board and approved by our
stockholders on March 1, 2009 and has a term of ten years measured from the date
of its adoption. Accordingly, no grants may be made under the Equity Incentive
Plan after March 1, 2019, but the Equity Incentive Plan will continue thereafter
while previously granted options, rights and awards remain subject to the Equity
Incentive Plan.

TYPES OF OPTIONS AND OTHER AWARDS. The Equity Incentive Plan authorizes the
Administrator to grant options ("Options") that are Incentive Stock Options
within the meaning of Section 422 of the Code, Nonstatutory Stock Options or a
combination of both. In addition, the Equity Incentive Plan authorizes the
Administrator to grant Stock Appreciation Rights ("SARs"), and Restricted and
Unrestricted Stock Awards ("Awards").

The Equity Incentive Plan provides, as did the 2004 Plan, for automatic grants
of Nonstatutory Stock Options to our non-employee directors ("Non-employee
Director Options"). Upon initial election or appointment to the Board, a
non-employee director will receive a Nonstatutory Stock Option to purchase
20,000 shares of common stock. Each non-employee director also will receive a
Nonstatutory Stock Option to purchase 20,000 shares of common stock on the date
of each annual meeting of shareholders (but will not receive a grant in the same
calendar year as the initial grant of options unless the individual has served
on the board for the six months preceding the annual meeting).

ELIGIBILITY. All our officers, employees, directors and consultants and our
subsidiaries are eligible to receive Options, SARs, and Awards under the Equity
Incentive Plan (approximately 25 persons as of February 24, 2009). Other than
automatic grants of Non-employee Director Options, grants of Options, SARs, and
Awards under the Equity Incentive Plan are discretionary, and we are, except to
the extent indicated below, unable, at the present time, to determine the
identity or number of directors, officers and other employees who may be granted
Options, SARs, and Awards under the Equity Incentive Plan in the future.

SHARES SUBJECT TO THE EQUITY INCENTIVE PLAN. Subject to adjustments set forth in
the Equity Incentive Plan, the aggregate number of shares of common stock
available for issuance in connection with all Options, SARs, and Awards granted
to employees and consultants under the Equity Incentive Plan will be 3,750,000,
in each case subject to customary adjustments for stock splits, stock dividends
or similar transactions. Incentive Stock Options may be granted under the Equity
Incentive Plan with respect to all of those shares.

If any Option, SAR or Award granted under the Equity Incentive Plan terminates
without having been exercised in full or if any Award is forfeited, the number
of shares of common stock as to which such Option or SAR was not exercised or
Award has been forfeited shall be available for future grants within certain
limits under the Equity Incentive Plan. No employee, director or consultant may
receive Options or SARs relating to more than 2,000,000 shares of common stock
in the aggregate in any year.

TERMS AND CONDITIONS OF OPTIONS. Except with respect to Non-employee Director
Options, the Administrator determines the exercise price of Options granted
under the Equity Incentive Plan. The exercise price of Options may not be less
than the fair market value, on the date of grant, per share of common stock
issuable upon exercise of the Option (or 110% of fair market value in the case
of Incentive Stock Options granted to a ten-percent stockholder). The exercise
price of Non-employee Director Options is the fair market value, on the date of
grant, per share of common stock issuable upon exercise of the Option.

If on the date of grant the common stock is listed on a stock exchange or is
quoted on the automated quotation system of Nasdaq, the fair market value shall
generally be the closing sale price on the date of grant (or, if no trades were
made on the date of grant, for the last trading day before the date of grant).
If no such prices are available, the fair market value shall be determined in
good faith by the Administrator based on the reasonable application of a
reasonable valuation method. On February 24, 2009, the closing sale price of a
share of common stock on the Nasdaq Capital Market was $0.23.


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<PAGE>

No option may be exercisable for more than ten years (five years in the case of
an Incentive Stock Option granted to a ten-percent stockholder) from the date of
grant. Options (other than Non-employee Director Options) issued under the
Equity Incentive Plan will be exercisable at such time or times as the
Administrator prescribes at the time of grant. No employee may receive Incentive
Stock Options that first become exercisable in any calendar year in an amount
exceeding $100,000.

Generally, the option price may be paid (a) in cash or by certified check, (b)
through delivery of shares of common stock having a fair market value equal to
the purchase price, or (c) a combination of these methods. The Administrator
also is authorized to establish a cashless exercise program.

No Option may be transferred other than by will or by the laws of descent and
distribution, and during a recipient's lifetime an Option may be exercised only
by the recipient. Unless otherwise provided by the Administrator, Options that
are exercisable at the time of a recipient's termination of service with us will
continue to be exercisable for three months, unless the optionee terminates
employment or service with us due to death, disability or retirement in which
case the Option will be exercisable for a period of one year, or for cause, in
which case the Option will cease to be exercisable upon termination.

STOCK AWARDS. The Administrator also may grant an Award of restricted stock,
restricted stock units ("Restricted Stock Units") or unrestricted stock to any
eligible employee, consultant or director. Under a restricted stock Award,
shares of common stock that are the subject of the Award are generally subject
to forfeiture to the extent that the recipient terminates service with us prior
to the Award having vested or if the performance goals established by the
Administrator as a condition of vesting are not achieved. Shares of common stock
subject to a restricted stock Award cannot be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of by the recipient of the award
unless and until the applicable restrictions lapse. Unless otherwise determined
by the Administrator, holders of restricted shares will have the right to vote
such shares and to receive any cash dividends with respect thereto during the
restriction period. Any stock dividends will be subject to the same restrictions
as the underlying shares of restricted stock.

Under a Restricted Stock Unit Award, Restricted Stock Units that are the subject
of the Award are generally subject to forfeiture to the extent that the
recipient terminates service with us prior to the Award having vested or if the
performance goals established by the Administrator as a condition of vesting are
not achieved. To the extent that the Award of Restricted Stock Units vests, the
recipient shall become entitled to receive a number of shares of common stock
equal to the number of Restricted Stock Units that became vested. Restricted
Stock Units cannot be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the recipient of the award and during a recipient's
lifetime may be exercised only by the recipient. Prior to the delivery of shares
of common stock with respect to an Award of Restricted Stock Units, the
recipient shall have no rights as a shareholder of the Company.

Unrestricted stock Awards are grants of shares of common stock that are not
subject to forfeiture.

To the extent that the Administrator grants Awards that are subject to the
satisfaction of performance goals specified by the Administrator ("Performance
Awards"), the Administrator shall establish the specified levels of performance
goals. Performance goals may be weighted for different factors and measures. The
Administrator will have discretion to make adjustments to a Performance Award in
certain circumstances, such as when a person is promoted into a position of
eligibility for a Performance Award, is transferred between eligible positions
with different performance goals, terminates employment and is subsequently
rehired, takes a leave of absence, or other similar circumstances deemed
appropriate by the Administrator. The Administrator may also increase or
decrease an Award to any individual, except that, an Award intended to be
"qualified performance-based compensation" for purposes of Section 162(m) of the
Code, may not be increased. The Administrator will certify the degree of
attainment of performance goals after the end of each year.


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<PAGE>

If Awards are intended to satisfy the conditions for deductibility under Section
162(m) of the Code as "performance-based compensation," the performance criteria
will be selected from among the following, which may be applied to us as a
whole, or to an individual recipient, or to a department, unit, division or
function within our company or an affiliate, and they may apply on a pre- or
post-tax basis, either alone or relative to the performance of other businesses
or individuals (including industry or general market indices): (a) earnings
(either in the aggregate or on a per-share basis, reflecting dilution of shares
as the Administrator deems appropriate and, if the Administrator so determines,
net of or including dividends) before or after interest and taxes ("EBIT") or
before or after interest, taxes, depreciation, and amortization ("EBITDA"); (b)
gross or net revenue or changes in annual revenues; (c) cash flow(s) (including
either operating or net cash flows); (d) financial return ratios; (e) total
stockholder return, stockholder return based on growth measures or the
attainment by the shares of a specified value for a specified period of time,
share price, or share price appreciation; (f) earnings growth or growth in
earnings per share; (g) return measures, including return or net return on
assets, net assets, equity, capital, investment, or gross sales; (h) adjusted
pre-tax margin; (i) pre-tax profits; (j) operating margins; (k) operating
profits; (l) operating expenses; (m) dividends; (n) net income or net operating
income; (o) growth in operating earnings or growth in earnings per share; (p)
value of assets; (q) market share or market penetration with respect to specific
designated products or product groups and/or specific geographic areas; (r)
aggregate product price and other product measures; (s) expense or cost levels,
in each case, where applicable, determined either on a company-wide basis or in
respect of any one or more specified divisions; (t) reduction of losses, loss
ratios or expense ratios; (u) reduction in fixed costs; (v) operating cost
management; (w) cost of capital; (x) debt reduction; (y) productivity
improvements; (z) average inventory turnover; or (aa) satisfaction of specified
business expansion goals or goals relating to acquisitions or divestitures.

STOCK APPRECIATION RIGHTS. A SAR may be granted by the Administrator either
alone, or in tandem with, Options or other Awards under the Equity Incentive
Plan. A SAR shall relate to such number of shares of common stock as the
Administrator determines. Each SAR will have an exercise period determined by
the Administrator not to exceed ten years from the date of grant. Upon exercise
of a SAR, the holder will receive a number of shares of common stock equal to
(i) the number of shares for which the SAR is exercised times the appreciation
in the fair market value of a share of common stock between the date the SAR was
granted and its date of exercise; divided by (ii) the fair market value of a
share of common stock on the date that the SAR is exercised.

EFFECT OF CERTAIN CORPORATE TRANSACTIONS. In the event that we liquidate or
dissolve, to the extent not previously exercised or settled, and unless
otherwise determined by the Administrator, Options and SARs shall terminate
immediately prior to the liquidation or dissolution. In the event that we merge
or consolidate with another corporation, or if we sell substantially all of our
assets, or if a person or entity or a group of persons and/or entities acting in
concert becomes the beneficial owner of more than 50% of our outstanding
securities (any of the foregoing, a "Corporate Transaction"), then except as
otherwise provided in the applicable grant agreement, each Option or SAR will
either be assumed or substituted by the successor corporation. If the successor
corporation refuses to assume the Options and/or SARs, the Options and/or SARs
will become fully vested and exercisable for a specified period, and then
terminate. In the event of a Corporate Transaction in which the successor
corporation does not assume or substitute each outstanding Award, unless
otherwise provided in the Award agreement, all vesting periods and conditions
under the Award will be deemed to be satisfied.

AMENDMENT, TERMINATION. The Equity Incentive Plan may be amended or terminated
at any time by the Board, except that no amendment may be made without
shareholder approval if such approval is required by Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, or other applicable law,
and no amendment or revision may alter or impair an outstanding Option, SAR or
Award without the consent of the holder thereof.

FEDERAL INCOME CONSEQUENCES

Following is a summary of the federal income tax consequences of Option and
other grants under the Equity Incentive Plan. Optionees and recipients of SARs
and/or Awards granted under the Equity Incentive Plan are advised to consult
their personal tax advisors before exercising an Option, SAR or Award or
disposing of any stock received pursuant to the exercise of an Option, SAR or
Award. In addition, the following summary is based upon an analysis of the Code
as currently in effect, existing laws, judicial decisions, administrative
rulings, regulations and proposed regulations, all of which are subject to
change and does not address state, local or other tax laws.


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<PAGE>

TREATMENT OF OPTIONS

The Code treats Incentive Stock Options and Nonstatutory Stock Options
differently. However, as to both types of Options, no income will be recognized
to the optionee at the time of the grant of the options under the Equity
Incentive Plan, nor will we be entitled to a tax deduction at that time.

Generally, upon exercise of a Nonstatutory Stock Option, an optionee will
recognize ordinary income tax on the excess of the fair market value of the
stock on the exercise date over the option price. We will be entitled to a tax
deduction in an amount equal to the ordinary income recognized by the optionee
in the fiscal year which includes the end of the optionee's taxable year. We
will be required to satisfy applicable withholding requirements in order to be
entitled to a tax deduction. In general, if an optionee, in exercising a
Nonstatutory Stock Option, tenders shares of our common stock in partial or full
payment of the option price, no gain or loss will be recognized on the tender.
However, if the tendered shares were previously acquired upon the exercise of an
Incentive Stock Option and the tender is within two years from the date of grant
or one year after the date of exercise of the Incentive Stock Option, the tender
will be a disqualifying disposition of the shares acquired upon exercise of the
Incentive Stock Option.

For Incentive Stock Options, there is no taxable income to an optionee at the
time of exercise. However, the excess of the fair market value of the stock on
the date of exercise over the exercise price will be taken into account in
determining whether the "alternative minimum tax" will apply for the year of
exercise. If the shares acquired upon exercise are held until at least two years
from the date of grant and more than one year from the date of exercise, any
gain or loss upon the sale of such shares, if held as capital assets, will be
long-term capital gain or loss (measured by the difference between the sales
price of the stock and the exercise price). Under current federal income tax
law, a long-term capital gain will be taxed at a rate which is less than the
maximum rate of tax on ordinary income. If the two-year and one year holding
period requirements are not met (a "disqualifying disposition"), an optionee
will recognize ordinary income in the year of disposition in an amount equal to
the lesser of (i) the fair market value of the stock on the date of exercise
minus the exercise price or (ii) the amount realized on disposition minus the
exercise price. The remainder of the gain will be treated as long-term capital
gain, depending upon whether the stock has been held for more than a year. If an
optionee makes a disqualifying disposition, we will be entitled to a tax
deduction equal to the amount of ordinary income recognized by the optionee.

In general, if an optionee, in exercising an Incentive Stock Option, tenders
shares of common stock in partial or full payment of the option price, no gain
or loss will be recognized on the tender. However, if the tendered shares were
previously acquired upon the exercise of another incentive stock option and the
tender is within two years from the date of grant or one year after the date of
exercise of the other option, the tender will be a disqualifying disposition of
the shares acquired upon exercise of the other option.

As noted above, the exercise of an Incentive Stock Option could subject an
optionee to the alternative minimum tax. The application of the alternative
minimum tax to any particular optionee depends upon the particular facts and
circumstances which exist with respect to the optionee in the year of exercise.
However, as a general rule, the amount by which the fair market value of the
common stock on the date of exercise of an option exceeds the exercise price of
the option will constitute an item of "adjustment" for purposes of determining
the alternative minimum taxable income on which the alternative tax may be
imposed. As such, this item will enter into the tax base on which the
alternative minimum tax is computed, and may therefore cause the alternative
minimum tax to become applicable in any given year.

TREATMENT OF STOCK AWARDS

Generally, absent an election to be taxed currently under Section 83(b) of the
Code (a "Section 83(b) Election"), there will be no federal income tax
consequences to either the recipient or us upon the grant of a restricted stock
Award. At the expiration of the restriction period and the satisfaction of any
other restrictions applicable to the restricted shares, the recipient will
recognize ordinary income and we generally will be entitled to a corresponding
deduction equal to the fair market value of the common stock at that time. If a
Section 83(b) Election is made within 30 days after the date the restricted
stock Award is granted, the recipient will recognize an amount of ordinary
income at the time of the receipt of the restricted shares, and we generally
will be entitled to a corresponding deduction, equal to the fair market value
(determined without regard to applicable restrictions) of the shares at such
time. If a Section 83(b) Election is made, no additional income will be
recognized by the recipient upon the lapse of restrictions on the shares (and
prior to the sale of such shares), but, if the shares are subsequently
forfeited, the recipient may not deduct the income that was recognized pursuant
to the Section 83(b) Election at the time of the receipt of the shares.


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The recipient of a Restricted Stock Unit Award will recognize ordinary income as
and when the units vest. The amount of the income will be equal to the fair
market value of the shares of the common stock issued at that time, and the
Company will be entitled to a corresponding deduction. The recipient of a
Restricted Stock Unit Award will not be permitted to make a Section 83(b)
Election with respect to such Award.

The recipient of an Unrestricted Stock Award will recognize ordinary income, and
we generally will be entitled to a corresponding deduction, equal to the fair
market value of the common stock at the time the Award is made.

TREATMENT OF STOCK APPRECIATION RIGHTS

Generally, the recipient of a SAR will not recognize any income upon grant of
the SAR, nor will we be entitled to a deduction at that time. Upon exercise of
the SAR, the holder will recognize ordinary income, and we generally will be
entitled to a corresponding deduction, equal to the fair market value of the
common stock at that time.

POTENTIAL LIMITATION ON COMPANY DEDUCTIONS

Code Section 162(m) denies a deduction to any publicly held corporation for
compensation paid to certain "covered employees" in a taxable year to the extent
that compensation exceeds $1 million for a covered employee. It is possible that
compensation attributable to Options granted in the future under the Equity
Incentive Plan, when combined with all other types of compensation received by a
covered employee from us, may cause this limitation to be exceeded in any
particular year. Certain kinds of compensation, including qualified
"performance-based compensation," are disregarded for purposes of the deduction
limitation. In accordance with Treasury regulations issued under Code Section
162(m), compensation attributable to options will qualify as performance-based
compensation, provided that: (i) the stock award plan contains a per-employee
limitation on the number of shares for which stock options may be granted during
a specified period; (ii) the per-employee limitation is approved by the
stockholders; (iii) the award is granted by a compensation committee comprised
solely of "outside directors"; and (iv) the exercise price of the award is no
less than the fair market value of the stock on the date of grant.

TAX WITHHOLDING

We, as and when appropriate, shall have the right to require each optionee
purchasing shares of common stock and each grantee receiving an Award of shares
of common stock to pay any federal, state or local taxes required by law to be
withheld.

EQUITY GRANTS

Except Non-employee Director Options, the grant of Options, SARs and Awards
under the Equity Incentive Plan is discretionary, and we cannot determine now
the number or type of options, rights or other awards to be granted in the
future to any particular person or group. Pursuant to a restricted stock
agreement between us and Mr. Gluckstern (the "Stock Award Agreement"), Mr.
Gluckstern was awarded 1,124,103 restricted shares. The total number of
restricted shares are divided as follows: (i) 160,586 restricted shares will
vest over three years subject to Mr. Gluckstern's continued employment with us,
(ii) 321,172 restricted shares will vest if our market capitalization reaches
certain pre-established targets set forth in the Stock Award Agreement or if our
common stock is no longer publicly traded and (iii) 642,345 restricted shares
will vest only if we successfully complete a financing or series of financings
up to an aggregate amount up to $20 million prior to December 31, 2010. The
Stock Award Agreement governs the grant of the awards contemplated by the terms
of Mr. Gluckstern's employment agreement. The Stock Award Agreement also
provides for potential future issuances of unrestricted stock and restricted
stock units to Mr. Gluckstern, subject to any necessary board and shareholder
approval if an increase in the shares authorized under the 2009 Equity Incentive
Plan is required. The potential future issuance of the unrestricted stock and
restricted stock units would be triggered in the event that we successfully
complete a financing or series of financings up to an aggregate amount up to $20
million prior to December 31, 2010, and would be designed as an equitable
adjustment such that the number of shares of common stock that may be received
by Mr. Gluckstern will equal up to 10% of the outstanding shares of our common
stock. Notwithstanding the foregoing, the restricted shares set forth in (c)
will not vest nor will any equitable adjustment be made for any financing
(whether by debt, equity or otherwise) to the extent the source of the financing
is Mr. Gluckstern or any of his affiliates or entities in which Mr. Gluckstern
has an ownership interest.


                                       21


<PAGE>

In addition, Mr. Saloff will be granted equity incentive awards during the
fiscal years ending March 31, 2009, 2010 and 2011 as determined by the
Compensation Committee. The 2009 grant will have a value at the time of grant,
as determined by the Compensation Committee, equal to 75% of his then current
annual base salary. The 2010 and 2011 grants will have a value at the time of
grant equal to 50% of his then current annual base salary. With respect to each
grant, 50% of the grant will vest over time subject to his continued employment
with us, and 50% will vest subject to the attainment of pre-established
performance goals to be established by the Compensation Committee. Mr. DiMino
also will be granted equity incentive awards during the fiscal years ending
March 31, 2009, 2010 and 2011 as determined by the Compensation Committee. The
2009 grant will have a value as of the date of grant, as determined by the
Compensation Committee, equal to 75% of his then current annual base salary. The
2010 and 2011 grants will have a value as of the date of grant equal to 50% of
his then current annual base salary. With respect to each grant other than the
initial option grant, 50% of the grant will vest over time subject to his
continued employment with us, and 50% will vest subject to the attainment of
pre-established performance goals to be established by the Compensation
Committee.

2004 AMENDED AND RESTATED STOCK OPTION PLAN

In February 2005, our board of directors and shareholders adopted the 2004
Amended and Restated Stock Option Plan, which was amended and restated in
February 2005, November 2005 and May 2006 and amended in February 2007 and
October 2007. The purpose of the 2004 Amended and Restated Stock Option Plan is
to advance our interests by encouraging and enabling the acquisition of a
personal financial interest in us for those employees and directors whose
judgment and efforts we are largely dependent on for the successful conduct of
our operations, and by those consultants, agents, independent contractors,
advisors, professionals and other third parties whose contributions to our
welfare may be recompensed in a manner that provides an ownership interest in
us. An additional purpose of this Plan is to provide a means by which our
employees and directors can acquire and maintain ownership in us, thereby
strengthening their commitment to our success and their desire to remain in our
employ. In furtherance of that purpose, the 2004 Amended and Restated Stock
Option Plan authorizes the grant to our directors, executives and other key
employees and consultants of incentive and/or non-qualified stock options.

The maximum number of shares of our common stock with respect to which options
may be granted pursuant to the 2004 Amended and Restated Stock Option Plan is
3,750,000, 1,934,975 shares of which have been granted at per share exercise
prices ranging from $.031 to $6.00. No participant may be granted options that
exceed the number of shares issuable under the plan during any fiscal year.

Shares issuable under the 2004 Amended and Restated Stock Option Plan may be
either treasury shares or authorized but un-issued shares. The number of shares
available for issuance will be subject to adjustment to prevent dilution in the
event of stock splits, stock dividends or other changes in our capitalization.
If an option is forfeited or expires without having been exercised, the shares
subject to such option will again be available for issuance under the Plan.

The 2004 Amended and Restated Stock Option Plan will be administered by a
committee consisting of not less than two (2) members of the Board of Directors
who are directors who are not also employees of Ivivi, or in the absence of such
committee, the entire Board. The Board has designated its compensation committee
as administrator of the 2004 Amended and Restated Stock Option Plan. Except for
certain options granted to non-employee directors (see "Director Options" and
"Committee Chairman Options" below), the Committee will determine the persons to
whom options will be granted, the type of option and the number of shares to be
covered by the option.

TYPES OF OPTIONS

STOCK OPTIONS. Options granted under the 2004 Amended and Restated Stock Option
Plan may be "incentive stock options" ("Incentive Options") or stock options
which are not incentive stock options ("Non-Qualified Options" and, collectively
with Incentive Options, hereinafter referred to as "Options"). Incentive Options
generally provide the employee with more effective tax treatment if the
requirements described in the 2004 Amended and Restated Stock Option Plan are
satisfied by the holder of the option. The Committee may determine the number of
shares subject to each Option and the prices at which Options may be exercised
(which, in the case of Incentive Options, shall not be less than the Fair Market
Value, as defined by the Plan, of our common stock on the date of grant).
Whether an Option will be an Incentive Option or a Non-Qualified Option, the
time or times and the extent to which Options may be exercised, and all other
terms and conditions of Options, will be determined by the Committee.


                                       22


<PAGE>

Each Incentive Option shall terminate no later than ten years from the date of
grant, (five years in the case of an Incentive Option granted to a person
possessing more than 10% of the total combined voting power of all shares of our
stock or of a parent or subsidiary of ours ("10% Stockholder")). The exercise
price at which the shares may be purchased with respect to Incentive Options may
not be less than the Fair Market Value of shares of our common stock at the time
the Option is granted (and not less than 110% of the Fair Market Value at the
time the Option is granted with respect to Incentive Options granted to a 10%
Stockholder. The exercise price at which the shares may be purchased with
respect to Non-Qualified Options may not be less than 85% of the Fair Market
Value of shares of our common stock at the time the Option is granted. The
exercise price of the shares to be purchased pursuant to each Option shall be
paid in full in cash, by tendering other shares of our common stock, owned by
the optionee, or such other method as may be authorized by the Committee.

DIRECTOR OPTIONS. Each non-employee director (other than Steven Gluckstern in
his capacity as Chairman of the Board) was automatically granted Non-Qualified
Options ("Director Options") to acquire 20,000 shares of our common stock upon
the consummation of our initial public offering and was granted an additional
20,000 shares of our common stock each on October 1, 2007 and March 31, 2009,
the dates of our annual meetings of stockholders. The exercise price at which
the shares may be purchased with respect to Director Options may not be less
than the Fair Market Value of shares of our common stock at the time the Option
is granted. Each Director Option shall terminate ten years from the date of
grant. Director options shall vest as to one-third of the shares subject to the
option upon the date of grant, and one-third upon each of the first and second
anniversaries of the date of grant.

COMMITTEE CHAIRMAN OPTIONS. Non-Qualified Options ("Committee Chairman Options")
may be granted from time to time to each non-employee director that serves as a
chairman of our audit committee, compensation committee or nominating and
corporate governance committee. The exercise price at which the shares may be
purchased with respect to Committee Chairman Options may not be less than the
Fair Market Value of shares of our common stock at the time the Committee
Chairman Option is granted. Each Committee Chairman Option shall terminate ten
years from the date of grant. Committee Chairman Options shall vest as to
one-third of the shares subject to the option upon the date of grant, and
one-third upon each of the first and second anniversaries of the date of grant.

CORPORATE TRANSACTIONS. Upon a Corporate Transaction (as defined), any option
carrying a right to exercise that was not previously exercisable shall become
fully exercisable, except in certain circumstances were the options are assumed
by the successor company.

TRANSFERS. Options granted under the 2004 Amended and Restated Stock Option Plan
may not be transferred, pledged, mortgaged, hypothecated or otherwise encumbered
other than by will or under the laws of descent and distribution, except that
the Committee may permit transfers of options for estate planning purposes.

AMENDMENTS AND TERMINATIONS. The Board may amend, alter, suspend, discontinue or
terminate the 2004 Amended and Restated Stock Option Plan at any time, except
that any such action shall be subject to shareholder approval at the annual
meeting next following such Board action if such shareholder approval is
required by federal or state law or regulation or the rules of any exchange or
automated quotation system on which our common stock may then be listed or
quoted, or if the Board of Directors otherwise determines to submit such action
for shareholder approval. In addition, no amendment, alteration, suspension,
discontinuation or termination to the 2004 Amended and Restated Stock Option
Plan may materially impair the rights of any participant with respect to any
option without such participant's consent. Unless terminated earlier by action
of the Board of Directors, the 2004 Amended and Restated Stock Option Plan shall
terminate on January 5, 2014.

COMPENSATION OF DIRECTORS

Until October 18, 2006, our directors did not receive compensation for serving
on our Board of Directors, but were entitled receive reimbursement for travel
and related expenses. From and after October 18, 2006, for each year of service
as a director of our company, each non-employee director (other than Steven
Gluckstern in his capacity as our Chairman of the Board, as discussed below)
will receive $10,000 ($2,500 per fiscal quarter). In addition, each non-employee
director (other than Steven Gluckstern in his capacity as our Chairman of the
Board) will receive non-qualified options to purchase 20,000 shares of our
common stock when such person is initially elected to our Board of Directors,
and for each year of service as a director of our company thereafter, options to
purchase 20,000 shares of our common stock, in each case at an exercise price
per share equal to the fair market value price per share of our common stock on
the grant date. Each of such options will fully vest one-third on the date of
grant and one-third upon each of the first and second anniversaries of the date
of grant.


                                       23


<PAGE>

On October 18, 2006, Steven Gluckstern, who began to serve as our Chairman of
the Board at such time, received options to purchase 775,000 shares of our
common stock at an exercise price equal to $5.11 per share, one-third of which
options vested upon the date of grant and one-third of which will vest on each
one-year anniversary thereafter. Such options will expire on the tenth
anniversary of the date of grant.

The following table provides certain information with respect to the
compensation earned by our non-employee directors during the fiscal year ended
March 31, 2009.

                              DIRECTOR COMPENSATION

                                  Fees earned
                                  or paid in     Option awards
       Name (1)                    cash ($)       ($)(2)(3)     Total ($)
--------------------------------------------------------------------------------
Kenneth S. Abramowitz               10,000          40,357       50,357

Pamela J. Newman, Ph.D.             10,000          40,357       50,357

Jeffrey A. Tischler                 10,000          40,357       50,357

Louis J. Ignarro, Ph.D.             10,000          38,526       48,526
------------

(1) Each of Kenneth S. Abramowitz, Pamela J. Newman, Ph.D. and Jeffrey A.
Tischler began to serve as a director of our company on October 18, 2006. Dr.
Ignarro did not stand for re-election at our annual meeting and his term as a
director expired on March 31, 2009.

(2) Represents the expense to us pursuant to FAS 123(R) for the respective year
for stock options granted as long-term incentives pursuant to our 2004 Amended
and Restated Stock Option Plan and our 2009 Equity Incentive Plan. See Notes to
our Financial Statements for the fiscal years ended March 31, 2009 and 2008 for
the assumptions used for valuing the expense under FAS 123(R).

(3) At March 31, 2009, Kenneth S. Abramowitz, Pamela J. Newman, Ph.D. and
Jeffrey A. Tischler each had options to purchase 60,000 shares of our common
stock.

CONSULTING AGREEMENTS

We have entered into various consulting agreements in exchange for cash and
share based compensation with individuals and companies to assist in our
research and development, sales and marketing and administration. These
agreements are not with specific research and development facilities discussed
within Research and Development in our Form 10-K. Consulting expense totaled
$1,101,747 and $1,686,807 for the years ended March 31, 2009 and 2008 (including
share based compensation), respectively. Certain of the agreements contain
automatic renewal provisions. We intend to spend approximately $923,750
(excluding share based compensation) during our fiscal year ending March 31,
2010 on these consulting agreements. The dollar amount of our commitments
(excluding share based compensation) under our consulting agreements extending
beyond our fiscal year ending March 31, 2009 is approximately $878,767.

During the year ended March 31, 2009, we issued two Common Stock Purchase
Warrants ("CSPWs") to Mr. Eric Hanson, a consultant to us, each of which,
entitle the holder to purchase up to 2% of our outstanding shares of Common
Stock. The CSPWs have an initial exercise price equal to $0.45 per share. One
CSPW for 215,339 shares is currently exercisable and the other CSWP shall be
exercisable following our successful completion of a financing, if any, as
defined in the CSPW agreement. The number of shares issuable upon exercise of
the second CSPW will be adjusted such that the holder will have the right to
purchase, together with the first CSPW, 4% of our outstanding common stock
following our successful completion of a financing, if any, as defined in the
CSPW agreement. In addition, the holder shall be entitled to equitable
adjustments to maintain such 4% interest. The CSPWs have a term of ten years and
expire on September 29, 2018. During our fiscal year ended March 31, 2009, we
recorded and expense in the amount of $96,684 related to these CSPWs.

Also during the year ended March 31, 2009, we issued 15,000 CSPWs to Dr. Edward
Martin and 15,000 CSPWs to Dr. John Parker for consulting services. The CSPWs
have an initial exercise price equal to $2.10 per share. The CSPWs have a term
of five years and expire on June 26, 2013. During our fiscal year ended March
31, 2009, we recorded an expense in the amount of $28,447 related to these
warrants.


                                       24


<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The following table provides information about our common stock that may be
issued upon the exercise of options and warrants under our equity compensation
plans. On February 26, 2009, our Board of Directors adopted the Ivivi
Technologies, Inc. 2009 Equity Incentive Plan (the "Equity Incentive Plan"),
which was approved by our shareholders on March 31, 2009, and voted to cease
making any further stock option grants under our 2004 Amended and Restated Stock
Option Plan, as amended (the "2004 Plan"), subject to approval of our
shareholders of the Equity Incentive Plan.

<TABLE>
<S>            <C>
                                                                                            SECURITIES
                                            NUMBER OF                                       REMAINING
                                           SECURITIES TO             WEIGHTED               AVAILABLE
                                           BE ISSUED UPON         AVERAGE EXERCISE        FUTURE ISSUANCE
                                             EXERCISE OF             PRICE OF              (EXCLUDING
                                             OUTSTANDING            OUTSTANDING             SECURITIES
                                          OPTIONS, WARRANTS      OPTIONS, WARRANTS          REFLECTED
                                             AND RIGHTS             AND RIGHTS            UNDER COLUMN
PLAN CATEGORY                                    (a)                   (b)                     (a))
----------------------------------------- --------------------  -------------------- -----------------------
Equity compensation plans approved
     by security holders                            2,870,656                $ 2.33               2,545,897

Equity compensation plans not
     approved by security holders                   1,530,731                $ 4.48                       -
                                          --------------------  -------------------- -----------------------
Total                                               4,401,387                $ 3.08               2,545,897
                                          ====================  ==================== =======================
</TABLE>

*Includes 775,000 of options issued to Steven Gluckstern and 755,731 of warrants
issued to consultants. See "Item 7-Financial Statements- Note 10."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding ownership of shares of our
common stock, as of June 30, 2009:

o        by each person known by us to be the beneficial owner of 5% or more of
         our common stock;

o        by each of our directors and executive officers; and

o        by all of our directors and executive officers as a group.

Except as otherwise indicated, each person and each group shown in the table
below has sole voting and investment power with respect to the shares of common
stock indicated. For purposes of the table below, in accordance with Rule 13d-3
under the Exchange Act, a person is deemed to be the beneficial owner of any
shares of our common stock over which he or she has or shares, directly or
indirectly, voting or investment power or of which he or she has the right to
acquire beneficial ownership at any time within 60 days. As used in herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" includes the power to dispose or direct the disposition of
shares. Common stock beneficially owned and percentage ownership as of June 30,
2009 was based on 11,241,033 shares outstanding. Unless otherwise indicated, the
address of each beneficial owner is c/o Ivivi Technologies, Inc., 135 Chestnut
Ridge Road, Montvale, NJ 07645.


                                       25


<PAGE>

<TABLE>
<S>            <C>
                                                                                 SHARES BENEFICIALLY OWNED
NAME OF BENEFICIAL OWNER, OFFICERS AND DIRECTORS                                NUMBER                  %
-----------------------------------------------------------------------  -------------------------------------------
ADM Tronics Unlimited (1)                                                                 3,250,000   28.9%
Andre' A. DiMino (1) (2)                                                                  2,123,919   17.9%
David Saloff (3)                                                                             763,125   6.6%
Alan V. Gallantar (4)                                                                        113,333    *
Ken Abramowitz (5)                                                                           189,013   1.7%
Steven Gluckstern (6)                                                                     2,176,431   18.1%
Pamela Newman (7)                                                                              39,999   *
Jeff Tischler (8)                                                                              39,999   *
Anita Howe Waxman (9)                                                                            6,666  *
Emigrant Capital Corp. (10)                                                             23,936,222    68.1%
Sherleigh Associates, Inc. Profit Sharing Plan (11)                                          635,268   5.4%
All directors and executive officers as a group (8 Persons) (12)                          5,110,610   38.0%
_____________
</TABLE>
* Less than 1%.

(1) Andre' DiMino, our Vice Chairman and Co-Chief Executive Officer, has the
right to vote approximately 36% of the outstanding common stock of ADM
Unlimited, Inc. In addition, Mr. DiMino, together with other members of the
DiMino family has the right to vote approximately 39% of the outstanding common
stock of ADM Unlimited, Inc.

(2) Represents: (i) 626,918 shares of common stock issuable upon exercise of
options that are exercisable within 60 days of June 30, 2009; (ii) 186,875
shares of common stock owned of record by Mr. DiMino including 16,250 shares of
common stock subject to a share purchase right agreement among Mr. DiMino, David
Saloff, Edward Hammel, Sean Hagberg, Ph.D., Arthur Pilla, Ph.D. and Steven
Gluckstern pursuant to which Mr. Gluckstern has the right to purchase such
shares from Mr. DiMino during the period from November 8, 2005 to November 8,
2010; and (iii) 1,310,126 shares of common stock beneficially owned by David
Saloff, Edward Hammel and certain other of our shareholders (excluding shares
underlying options held by such shareholders) which are subject to a voting
agreement under which Mr. DiMino has the right to vote such shares. Mr. DiMino
disclaims beneficial ownership of the shares beneficially owned by David Saloff
and Edward Hammel and such other shareholders. The voting agreement, with
respect to shares held by, and shares underlying options held by, the
shareholders party thereto, other than one shareholder, shall terminate on
October 24, 2009, and with respect to 81,250 shares of such common stock, shall
terminate upon the earlier to occur of October 24, 2009 and the purchase of such
shares by Mr. Gluckstern pursuant to the share purchase right agreement. Mr.
DiMino shall have the right to vote the 349,375 shares of common stock
beneficially owned by the other shareholder indefinitely unless and until such
right is terminated by Mr. DiMino and such other shareholder. Excludes 80,000
shares of common stock issuable upon exercise of options that are not
exercisable within 60 days of June 30, 2009.

(3) Represents: (i) 365,000 shares of common stock issuable upon exercise of
options that are exercisable within 60 days of June 30, 2009; and (ii) 398,125
shares of common stock owned of record by Mr. Saloff, all of which shares are
subject to a voting agreement under which Mr. DiMino has the right to vote such
shares, including 30,875 shares of common stock subject to a share purchase
right agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr. Hagberg, Dr. Pilla
and Mr. Gluckstern pursuant to which Mr. Gluckstern has the right to purchase
such shares from Mr. Saloff during the period from November 8, 2005 to November
8, 2010. The voting agreement, with respect to 732,250 shares of our common
stock (including 365,000 shares underlying options to purchase shares held by
Mr. Saloff that are exercisable within 60 days of June 30, 2009), shall
terminate on October 24, 2009 and with respect to 30,875 shares of our common
stock, shall terminate upon the earlier to occur of October 24, 2009 and the
purchase of such shares by Mr. Gluckstern pursuant to the share purchase right
agreement. Excludes 80,000 shares of common stock issuable upon exercise of
options that are not exercisable within 60 days of June 30, 2009.

(4) Represents 113,333 shares of common stock issuable upon exercise of options
that are exercisable within 60 days of June 30, 2009. Excludes 86,667 shares of
common stock issuable upon exercise of options that are not exercisable within
60 days of June 30, 2009. Mr. Gallantar will leave as our Chief Financial
Officer effective August 28, 2009.


                                       26


<PAGE>

(5) Represents: (i) 49,020 shares of common stock beneficially owned by Kenneth
S. Abramowitz & Co., Inc., an investment fund wholly-owned by Mr. Abramowitz;
(ii) 50,000 shares of common stock owned of record by Mr. Kenneth S. Abramowitz;
(iii) 49,994 shares of common stock underlying warrants beneficially owned by
Kenneth S. Abramowitz & Co., Inc., an investment fund wholly-owned by Mr.
Abramowitz, that are exercisable within 60 days of June 30, 2009; and (iv)
39,999 shares of common stock issuable upon exercise of options to purchase
shares of our common stock that are exercisable within 60 days of June 30, 2009.
Excludes 20,001 shares of common stock issuable upon exercise of options that
are not exercisable within 60 days of June 30, 2009.

(6) Represents: (i) 196,078 shares of common stock beneficially owned by Ajax
Capital LLC, an investment fund wholly-owned by Mr. Gluckstern; (ii) 1,124,103
shares of restricted common stock owned of record by Mr. Steven Gluckstern (See
Item 11. "Executive Compensation - Equity Grants"), (iii) 81,250 shares of
common stock issuable upon exercise of rights to purchase an aggregate of up to
81,250 shares of common stock during the period from November 8, 2005 to
November 8, 2010 granted by Mr. DiMino, Mr. Saloff, Mr. Hammel, Dr. Hagberg and
Dr. Pilla pursuant to a share purchase right agreement, 65,000 shares of which
are subject to a voting agreement under which Mr. DiMino has the right to vote
such shares; provided, however, that the voting agreement with respect to such
shares shall terminate on October 24, 2009 and the purchase of such shares by
Mr. Gluckstern pursuant to the share purchase right agreement; and (iii) 775,000
shares of our common stock issuable upon exercise of options to purchase shares
of our common stock that are exercisable within 60 days of June 30, 2009. See
footnote numbers (2) and (3). Excludes shares that Mr. Gluckstern may be
entitled to under a Nominee and Sharing Agreement dated April 7, 2009 with
Emigrant Capital Corp. and another individual (the "Sharing Agreement") pursuant
to which Mr. Gluckstern has a participation interest in Emigrant's Convertible
Note and Warrant as described below in footnote number (10).

(7) Represents: 39,999 shares of our common stock issuable upon exercise of
options to purchase shares of our common stock issuable upon exercise of options
to purchase shares of our common stock that are exercisable within 60 days of
June 30, 2009. Excludes 20,001 shares of common stock issuable upon exercise of
options that are not exercisable within 60 days of June 30, 2009.

(8) Represents: 39,999 shares of our common stock issuable upon exercise of
options to purchase shares of our common stock issuable upon exercise of options
to purchase shares of our common stock that that are exercisable within 60 days
of June 30, 2009. Excludes 20,001 shares of common stock issuable upon exercise
of options that are not exercisable within 60 days of June 30, 2009.

(9) Represents: 6,666 shares of our common stock issuable upon exercise of
options to purchase shares of our common stock issuable upon exercise of options
to purchase shares of our common stock that that are exercisable within 60 days
of June 30, 2009. Excludes 13,334 shares of common stock issuable upon exercise
of options that are not exercisable within 60 days of June 30, 2009. Ms. Waxman
resigned from our Board of Directors on July 20, 2009.

(10) Represents: (i) 23,179 shares of our common stock beneficially owned by
Emigrant Capital Corp., (ii) a maximum of 10,869,565 shares of our common stock
that may become issuable to Emigrant Capital Corp. upon conversion of the
Convertible Note, assuming a $0.23 conversion price (See Item 13. "Certain
Relationships and Related Transactions and Director Independence Financing"),,
and (iii) a maximum of 13,043,478 shares of our common stock that may become
issuable to Emigrant Capital Corp. upon exercise of the Warrant, assuming a
$0.23 conversion price (See Item 13. "Certain Relationships and Related
Transactions and Director Independence Financing"). Emigrant entered into the
Sharing Agreement with Mr. Gluckstern and another individual (the "Second
Participant"). Pursuant to the Sharing Agreement, Emigrant granted to Mr.
Gluckstern and the Second Participant a participation interest in Emigrant's
interest in the Convertible Note and the Warrant. Under the Sharing Agreement,
after Emigrant receives a return on its investment in the Convertible Note and
Warrant in an amount equal to all amounts funded by Emigrant under the
Convertible Note and the Warrant (together with related costs and expenses) plus
a stated preferred return, (i) Mr. Gluckstern and the Second Participant will be
entitled to a pro rata return of their respective funded amounts under the
Sharing Agreement (as described below) and (ii) thereafter, all remaining
proceeds from Emigrant's investment in the Convertible Note and Warrant will be
allocated 50% to Emigrant, 40.4% to Mr. Gluckstern and 9.6% to the Second
Participant. Under the terms of the Sharing Agreement, in consideration of the
grant of the participation interest in the Convertible Note and Warrant to Mr.
Gluckstern and the Second Participant thereunder, Mr. Gluckstern agreed to fund
16.8% of the aggregate amount funded by the Reporting Person under the Loan
Agreement and the Warrant (together with related costs and expenses) and the
Second Participant agreed to fund 4.0% of the aggregate amount funded by the
Reporting Person under the Loan Agreement and the Warrant (together with related
costs and expenses).


                                       27


<PAGE>

(11) Represents: (i) 118,400 shares of common stock beneficially owned by
Sherleigh Associates Inc. Profit Sharing Plan; and (ii) 516,868 shares of common
stock underlying warrants held by Sherleigh Associates Defined Benefit Pension
Plan. Jack Silver is trustee of the Sherleigh Associates, Inc. Profit Sharing
Plan and has voting and investment control over such securities. The address for
the reporting person is SIAR Capital LLC, 660 Madison Avenue, New York, New
York, 10021. The foregoing information was derived from a schedule 13G /A, which
was filed on behalf of the reporting person on February 17, 2009, and additional
information provided to us by the reporting person.

(12) See footnotes (1) through (9).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have entered into a management service agreement and a manufacturing
agreement with ADM Unlimited, Inc., our largest shareholder, each of which is
described below. In addition, some of our officers and directors are also
officers and directors of ADM. These relationships may cause conflicts of
interests to arise between us and ADM.

                          MANAGEMENT SERVICES AGREEMENT

We entered into a management services agreement, dated as of August 15, 2001,
with ADM under which ADM provides us and its subsidiaries, Sonotron Medical
Systems, Inc. and Pegasus Laboratories, Inc., with management services and
allocates portions of its real property facilities for use by us and the other
subsidiaries for the conduct of our respective businesses.

The management services provided by ADM under the management services agreement
include administrative, technical, engineering and regulatory services with
respect to our products. We pay ADM for such services on a monthly basis
pursuant to an allocation determined by ADM based on a portion of its applicable
costs plus any invoices it receives from third parties specific to us. As we
have added employees to our marketing and sales staff and administrative staff
following the consummation of initial public offering, our reliance on the use
of the management services of ADM has been reduced.

We also use office, manufacturing and storage space in a building located in
Northvale, NJ, currently leased by ADM, pursuant to the terms of the management
services agreement to which we, ADM and two of ADM's subsidiaries are parties.
Pursuant to the management services agreement, ADM determines, on a monthly
basis, the portion of space utilized by us during such month, which may vary
from month to month based upon the amount of inventory being stored by us and
areas used by us for research and development, and we reimburse ADM for our
portion of the lease costs, real property taxes and related costs based upon the
portion of space utilized by us. We have incurred $28,782 and $42,360 for the
use of such space during the fiscal years ended March 31, 2009 and 2008,
respectively.

ADM determines the portion of space allocated to us and each subsidiary on a
monthly basis, and we and the other subsidiaries are required to reimburse ADM
for our respective portions of the lease costs, real property taxes and related
costs.

We have incurred $68,934 and $198,246 for management services and the use of
real property provided to us by ADM pursuant to the management services
agreement during the fiscal years ended March 31, 2009 and March 31, 2008,
respectively.

                             MANUFACTURING AGREEMENT

We, ADM and one subsidiary of ADM, Sonotron Medical Systems, Inc., are parties
to a second amended and restated manufacturing agreement. Under the terms of the
agreement, ADM has agreed to serve as the exclusive manufacturer of all current
and future medical and non-medical electronic and other devices or products to
be sold or rented by us. For each product that ADM manufactures for us, we pay
ADM an amount equal to 120% of the sum of (i) the actual, invoiced cost for raw
materials, parts, components or other physical items that are used in the
manufacture of the product and actually purchased for us by ADM, if any, plus
(ii) a labor charge based on ADM's standard hourly manufacturing labor rate,
which we believe is more favorable than could be attained from unaffiliated
third-parties. We generally purchase and provide ADM with all of the raw
materials, parts and components necessary to manufacture our products and as a
result, the manufacturing fee we pay to ADM generally is 120% of the labor rate
charged by ADM. On April 1, 2007, we instituted a procedure whereby ADM invoices
us for finished goods at ADM's costs plus 20%.


                                       28


<PAGE>

Under the terms of the agreement, if ADM is unable to perform its obligations
under our manufacturing agreement or is otherwise in breach of any provision of
our manufacturing agreement, we have the right, without penalty, to engage third
parties to manufacture some or all of our products. In addition, if we elect to
utilize a third-party manufacturer to supplement the manufacturing being
completed by ADM, we have the right to require ADM to accept delivery of our
products from these third-party manufacturers, finalize the manufacture of the
products to the extent necessary and ensure that the design, testing, control,
documentation and other quality assurance procedures during all aspects of the
manufacturing process have been met. Although we believe that there are a number
of third-party manufacturers available to us, we cannot assure you that we would
be able to secure another manufacturer on terms favorable to us or at all or how
long it will take us to secure such manufacturing. The initial term of the
agreement expires on March 31, 2009, subject to automatic renewals for
additional one-year periods, and which was renewed through March 31, 2010,
unless either party provides three months' prior written notice to the other
prior to the end of the relevant term of its desire to terminate the agreement.

We purchased $546,874 and $906,827 of finished goods and certain components from
ADM at contracted rates during the fiscal years ended March 31, 2009 and 2008,
respectively.


                               SERVICES AGREEMENT


Effective February 1, 2008, we entered into an agreement to share certain
information technology (IT) costs with ADM. During the fiscal years ended March
31, 2009 and 2008, there have been no cost reimbursements under this agreement.
Effective August 1, 2009, we will enter into an agreement with ADM to provide
the following services which will cancel the IT services agreement dated
February 1, 2008:

1.       ADM will provide us with engineering services, including quality
         control and quality assurance services along with regulatory compliance
         services warehouse fulfillment services and network administration
         services including hardware and software services.

2.       ADM will be paid at the rate of $26,000 per month by us for these
         services and the four full time engineers and three part time engineers
         currently employed by us will be terminated by us. It is expected that
         these four full time engineers will be employed by ADM.

3.       The services agreement may be cancelled by either party upon sixty days
         notice.

STOCK ISSUANCES AND VOTING AGREEMENT

In January 2004, we issued an aggregate of 186,875 and 398,125 shares of our
common stock to Andre' DiMino, our Vice Chairman and Co-Chief Executive Officer,
and David Saloff, our President and Co-Chief Executive Officer, respectively. Of
the shares of our common stock issued to Mr. Saloff, 211,575 of the shares are
subject to forfeiture and vest in equal yearly installments on January 5 of each
year through January 5, 2009. In addition, all of the shares issued to Mr.
Saloff are subject to a voting agreement among Mr. DiMino, Mr. Saloff, Edward
Hammel, our Executive Vice President, Sean Hagberg, Ph.D., our Chief Science
Officer, Arthur Pilla, Ph.D., one of our consultants, our Science Director and
the Chairman of our Scientific Advisory Board, Berish Strauch, M.D., one of our
consultants and a member of our Medical Advisory Board, and Fifth Avenue Capital
Partners, one of our shareholders. Under the voting agreement, in addition to
the shares of common stock beneficially owned by Mr. DiMino, Mr. DiMino has the
right to vote the shares of common stock held by such shareholders,
representing, as of August 15, 2007, an aggregate of 1,772,225 additional shares
of our common stock (including shares underlying options held by such
shareholders that are exercisable within 60 days of the date hereof). The voting
agreement, with respect to shares of common stock, and shares of common stock
underlying options, held by all of the shareholders party thereto, will expire
on October 24, 2009. Mr. DiMino shall continue to have the right to vote an
additional 349,375 shares of our common stock held by Fifth Avenue Capital
Partners indefinitely unless otherwise agreed to by Mr. DiMino and such
shareholder.


                                       29


<PAGE>

SHARE PURCHASE AGREEMENT

On November 8, 2005, each of Andre' DiMino, David Saloff, Edward Hammel, Sean
Hagberg, Ph.D. and Arthur Pilla, Ph.D., granted Steven Gluckstern, our Chairman
of the Board, the right to purchase up to 16,250, 30,875, 8,125, 8,125 and
17,875 shares of common stock, respectively, at an exercise price per share
equal to the lesser of (i) the initial public offering price per share and (ii)
$5.11 (subject to adjustment for any recapitalization, stock-split or other
similar event); provided, however, that if an initial public offering of our
common stock was not consummated on or before May 8, 2006, the exercise price
per share would be $4.31 and be decreased by $.31 each month after May 8, 2006
until the earlier to occur of (i) November 8, 2006 and (ii) the date a
registration statement with respect to an initial public offering of our common
stock was declared effective by the Securities and Exchange Commission; provided
further, however, that in no event would the exercise price be less than $1.00
per share. Since the consummation of our initial public offering occurred on
October 24, 2006, the exercise price is $2.76 per share. These purchase rights
are exercisable at any time and from time to time during the period from
November 8, 2005 to November 8, 2010.

We believe that all of the transactions set forth above were made on terms no
less favorable to us than could have been obtained from unaffiliated third
parties. At the time of the above referenced transactions, we did not have
sufficient disinterested directors to approve or ratify such transactions.
However, all such transactions have been reviewed by the audit committee of our
Board of Directors and ratified by them. All future transactions between us and
our officers, directors and principal shareholders and their affiliates will be
on terms no less favorable than could be obtained from unaffiliated third
parties and will be approved by our audit committee or another independent
committee of our Board of Directors.

FINANCING

On April 7, 2009, we closed on a $2.5 million loan (the "Financing") with
Emigrant Capital Corp. (the "Lender"). Under the terms of the loan agreement
between us and the Lender (the "Loan Agreement"), we borrowed $1.0 million at
closing and borrowed $500,000 on May 1, 2009, $500,000 on June 1, 2009 and
$500,000 on July 1, 2009. Borrowings under the Financing are evidenced by a note
(the "Note") and shall bear interest at a rate of 12% per annum (which would
increase to 18% in the event of a default) and shall mature on the earlier of
(i) a subsequent financing of equity (or debt that is convertible into equity)
by us of at least $5.0 million, where at least $3.5 million is from
non-affiliates of the Company and for this purpose, the Lender is deemed to be a
non-affiliate (a "Qualified Financing") and (ii) July 31, 2009 (the "Maturity
Date"); provided that we shall have the right to extend such maturity date for
an additional 30 days if it has cash and cash equivalents of at least $1.0
million on the date of such requested extension. In the event we complete a
Qualified Financing prior to the Maturity Date, then the holder of the Note
shall have the right to elect to either (i) have the principal and interest on
the Note repaid by the Company or (ii) convert the principal amount of and all
accrued interest on the Note into the securities sold by the Company in such
Qualified Financing at the lowest price per share paid by purchasers in the
Qualified Financing. In the event the Company is unable to complete a Qualified
Financing by the Maturity Date, then the holder shall have the right to convert
the Note into shares of the Company's common stock, without par value (the
"Common Stock"), at an initial conversion price equal to $0.23 per share (the
"Conversion Price"). In addition, if (a) an event of default occurs under the
Note or (b) on or prior to the Maturity Date, the Company (i) merges or
consolidates with another person (other than a merger effected solely for the
purpose of changing its jurisdiction of incorporation), (ii) issues, sells or
transfers shares of its capital stock (or any holder of such shares issues,
sells or transfers shares of its capital stock) which results in the holders of
its capital stock immediately prior to such issuance, selling, transferring or
ceasing to continue to hold at least 51% by voting power of its capital stock,
(iii) sells, leases, abandons, transfers or otherwise disposes of all or
substantially all its assets or (iv) liquidates, dissolves or winds up the
Company's business, whether voluntarily or involuntarily, then the holder shall
have the right to convert the Note into shares of the Common Stock at the
Conversion Price.

The Loan Agreement and the Note contain customary affirmative and negative
covenants and events of default. Borrowings under the Note are secured by a
first lien on all of our assets. Proceeds from the Financing are being used for
working capital. In connection with the Financing, we issued warrants to the
lender (the "Warrants"). In the event we are unable to complete the Qualified
Financing prior to the Maturity Date, then the Lender has the right to exercise
such Warrants into that number of shares of Common Stock equal to the portion of
the $2.5 million principal amount of the loan then outstanding divided by the
Conversion Price and the Warrants would be exercisable at the Conversion Price;
provided, however that in the event we complete a Qualified Financing, then the
holder of the Warrants will thereafter have the right to exercise the Warrants
for such number of securities sold by us in such Qualified Financing that could
have been acquired by the lender based on the $2.5 million principal amount of
the loan at an exercise price equal to the price of the securities sold in the
Qualified Financing. In the event that we extend the Maturity Date as set forth
above, then the Warrants will be exercisable for an additional $500,000 worth of
securities. The Warrants also provide for cashless exercise.

                                       30


<PAGE>

In addition to customary mechanical adjustments with respect to stock splits,
reverse stock splits, recapitalizations, stock dividends, stock combinations and
similar events, the Note and the Warrants provide for certain "weighted average
anti-dilution" adjustments whereby if shares of the Common Stock or other
securities convertible into or exercisable or exchangeable for shares of the
Common Stock (such other securities, including, without limitation, convertible
notes, options, stock purchase rights and warrants, "Convertible Securities")
are issued by the Company other than in connection with certain excluded
securities (as defined in the Note and the Warrant and which include a Qualified
Financing and stock awards under our 2009 Equity Incentive Stock Plan), the
conversion price of the Note and the Warrants will be reduced to reflect the
"dilutive" effect of each such issuance (or deemed issuance upon conversion,
exercise or exchange of such Convertible Securities) of the Common Stock
relative to the holders of the Note and the Warrants.

In connection with "dilutive" issuances (as described above) other than certain
excluded securities, the conversion price of the Note and exercise price of the
Warrants in effect immediately prior to a dilutive issuance will be reduced to
an amount equal to the quotient determined by dividing (A) the sum of (i)(a) the
product derived by multiplying the conversion price in effect immediately prior
to such dilutive issuance and (b) the sum of the number of shares of the Common
Stock outstanding immediately prior to such dilutive issuance plus the number of
shares of the Common Stock deemed to be outstanding assuming the exercise,
exchange and conversion of all of our outstanding Convertible Securities for the
maximum number of shares underlying such securities immediately prior to such
dilutive issuance (collectively, the "Deemed Outstanding Share Amount"), plus
(ii) the consideration, if any, received by us upon such dilutive issuance, by
(B) the Deemed Outstanding Share Amount immediately after such dilutive
issuance.

In connection with the closing of the transactions contemplated by the Loan
Agreement, we incurred expenses which included legal and accounting fees and
other miscellaneous expenses of approximately $160,000, including legal fees for
counsel to the Lender in the amount of $65,000. In addition, we are required to
pay a placement agent, 5% of the total dollar amount that we borrow under the
Note. We expensed approximately $95,000 of these expenses in our financial
statements at March 31, 2009, of which approximately $44,000 was paid during the
year ended March 31, 2009 and approximately $51,000 was accrued at March 31,
2009.

In accordance with the Marketplace Rules of The Nasdaq Stock Market, we received
shareholder approval at its annual meeting of shareholders held on March 31,
2009 for the right to issue shares of Common Stock in certain events under the
terms of the Note and the Warrants.

In connection with the Financing, Steven Gluckstern, the Company's Chairman,
President and Chief Executive Officer, and Kathryn Clubb, a principal of WH
West, Inc. and a consultant of the Company and an employee of Ajax Capital LLC,
a company controlled by Steven Gluckstern, entered into a participation
arrangement with the Lender whereby Mr. Gluckstern and the consultant invested
$425,000 and $100,000, respectively, with the Lender and shall have a right to
participate with the Lender in the Note and the Warrant. As a result of such
relationship, the Company's Board of Directors, including its independent
members, approved the transactions contemplated by the Loan Agreement. During
our fiscal years ended March 31, 2009 and 2008 we paid $24,000 and $0 to WH
West, Inc. for consulting services rendered.

We have been in discussions with our Lender regarding an extension on the Loan
and certain other terms which may require us to issue additional securities to
the Lender. As a result, we continue to seek to raise additional capital in
order to (i) repay our outstanding obligations under the Loan of $2.5 million,
plus interest, and (ii) continue our operations. In the event we are unable to
raise additional capital or extend the term of the loan, we will not be able
to meet our obligations under the Loan and the Lender will have the right to
foreclose on the Loan and, as a result, we may have to cease our operations.

DIRECTOR INDEPENDENCE

We have six directors, Steven M. Gluckstern, Andre' A. DiMino, David Saloff,
Kenneth S. Abramowitz, Pamela J. Newman, Ph.D. and Jeffrey A. Tischler. Our
Board of Directors has determined that each of Kenneth S. Abramowitz, Pamela J.
Newman, Ph.D. and Jeffrey A. Tischler are "independent" as defined under the
NASDAQ listing standards. Mrs. Waxman resigned from our Board of Directors on
July 20, 2009.


                                       31


<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Raiche Ende Malter & Co. LLP served as the independent registered public
accounting firm that audited our financial statements for the fiscal years ended
March 31, 2009 and 2008.

AUDIT AND AUDIT RELATED FEES

The aggregate fees billed by Raiche Ende Malter & Co. LLP for professional
services rendered for the audit of our annual financial statements for the
fiscal years ended March 31, 2009 and 2008, and for the review of the financial
statements included in our Quarterly Reports on Form 10-Q for the fiscal years
ended March 31, 2009 and 2008 were as follows:

--------------------------------------------------------------------------------
                                           March 31, 2009       March 31, 2008
--------------------------------------------------------------------------------
Audit fees including quarterly reviews       $120,928            $126,792
Audit related fees                                 --                  --
Tax fees                                       $8,943             $15,762
All other fees including Registration
   Statements                                      --                 --
--------------------------------------------------------------------------------
Total fees                                   $129,871           $142,554
--------------------------------------------------------------------------------

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee pre-approves all services, including both audit and
non-audit services, provided by our independent accountants. For audit services,
each year the independent registered public accounting firm provides the Audit
Committee with an engagement letter outlining the scope of the audit services
proposed to be performed during the year, which must be formally accepted by the
Audit Committee before the audit commences. The independent registered public
accounting firm also submits an audit services fee proposal, which also must be
approved by the Audit Committee before the audit commences.


PART IV

ITEM 15. EXHIBITS

Exhibit No.      Description
-----------      -----------

3.1      Restated Certificate of Incorporation of Ivivi Technologies, Inc. (1)

3.2      Amended and Restated By-Laws of Ivivi Technologies, Inc. (1)

4.1      Form of Stock Certificate of Ivivi Technologies, Inc. (2)

4.2      Warrant issued to certain investors (one in a series of warrants with
         identical terms) (3)

4.3      Form of Warrant issued to Placement Agent (3)

4.4      Warrant issued to certain investors (one in a series of warrants with
         identical terms) (4)

4.5      Registration Rights Agreement among Ivivi Technologies, Inc. and
         certain investors (included as Exhibit E to form of Subscription
         Agreement filed as Exhibit 10.19)

4.6      Registration Rights Agreement among Ivivi Technologies, Inc. and
         certain investors (included as Exhibit C to form of Subscription
         Agreement filed as Exhibit 10.20)

4.7      Registration Rights Agreement among Ivivi Technologies, Inc. and
         certain investors (2)

4.8      Form of Warrant issued to consultants (2)

4.9      Form of Warrant issued to certain advisors (2)

4.10     Registration Rights Agreement, dated as of October 15, 2007, between
         Ivivi Technologies, Inc. and the investor named therein (11)

10.1     2004 Amended and Restated Stock Option Plan, as amended(1)


                                       32


<PAGE>

10.2     Second Amended and Restated Manufacturing Agreement, dated as of June
         15, 2006, among Ivivi Technologies, Inc., ADM Tronics Unlimited, Inc.,
         and certain subsidiaries of ADM Tronics Unlimited, Inc. (6)

10.3     Management Services Agreement, dated August 15, 2001, among Ivivi
         Technologies, Inc., ADM Tronics Unlimited, Inc. and certain
         subsidiaries of ADM Tronics Unlimited, Inc., as amended (7)

10.4     Form of Indemnification Agreement between Ivivi Technologies, Inc. and
         each of its directors and officers (9)

10.5     Amended and Restated Voting Agreement among the parties named therein
         (9)

10.6     Agreement, effective as of February 10, 2005, between Ivivi
         Technologies, Inc. and ADM Tronics Unlimited, Inc. (5)

10.7     Master Clinical Trial Agreement, dated as of January 9, 2006, between
         Ivivi Technologies, Inc. and Cleveland Clinic Florida (6)

10.8     Form of Distribution Agreement (5)

10.9     Employment Agreement, dated October 18, 2007, between Ivivi
         Technologies, Inc. and Andre' DiMino (12)

10.10    Employment Agreement, dated October 18, 2007, between Ivivi
         Technologies, Inc. and David Saloff (12)

10.11    Employment Agreement, dated as of July 13, 2006, between Ivivi
         Technologies, Inc. and Alan Gallantar (7)

10.12    Employment Agreement, dated October 18, 2007, between Ivivi
         Technologies, Inc. and Edward Hammel (12)

10.13    Option Agreement, dated as of June 16, 2006, between Ivivi
         Technologies, Inc. and Steven M. Gluckstern (6)

10.14    Share Purchase Right Agreement, dated as of November 8, 2005, between
         Ivivi Technologies, Inc. and Steven Gluckstern (6)

10.15    Subscription Agreement between Ivivi Technologies, Inc. and certain
         investors (2)

10.16    Subscription Agreement between Ivivi Technologies, Inc. and certain
         investors (2)

10.17    Exclusive Distribution Agreement, dated as of November 9, 2006, between
         Ivivi Technologies, Inc. and Inamed Medical Products Corporation (10) +

10.19    Lease Agreement, dated as of June 18, 2007, between Ivivi Technologies,
         Inc. and Mack-Cali East Lakemont LLC (12)

10.20    Employment Agreement as of December 31, 2008 between Steven M.
         Gluckstern and Ivivi Technologies, Inc.(13)

10.21    Amendment to Employment Agreement dated April 2, 2009 between Steven M.
         Gluckstern and Ivivi Technologies, Inc.(14)

10.22    Amendment to Employment Agreement dated April 2, 2009 between Alan
         Gallantar and Ivivi Technologies, Inc.(14)

10.23    Amendment to Employment Agreement dated April 2, 2009 between Andre'
         DiMino and Ivivi Technologies, Inc.(14)

10.24    Amendment to Employment Agreement dated April 2, 2009 between David
         Saloff and Ivivi Technologies, Inc.(14)

10.25    Loan Agreement dated April 7, 2009 between Emigrant Capital Corp. and
         Ivivi Technologies, Inc.(14)

14.1     Ivivi Technologies, Inc. Code of Ethics for Senior Financial Officers,
         Executive Officers and Directors (2)

23.1     Consent of Raiche Ende Malter & Co. LLP * Previously Filed

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002 *

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002 *


                                       33


<PAGE>

32       Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 *

99.1     Audit Committee charter (2)
-----------------

* Filed herewith.

+ Portions of this document have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request or confidential
treatment in accordance with Rule 406 of the Securities Act.

(1) Incorporated by reference to Ivivi Technologies, Inc.'s Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on
February 13, 2007.

(2) Incorporated by reference to Amendment No. 7 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on October 13, 2006.

(3) Incorporated by reference to Ivivi Technologies, Inc.'s Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission on
February 11, 2005.

(4) Incorporated by reference to Amendment No. 3 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on April 20, 2006.

(5) Incorporated by reference to Amendment No. 2 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on May 13, 2005.

(6) Incorporated by reference to Amendment No. 4 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on June 19, 2006. (7) Incorporated by reference to Amendment No. 5 to
Ivivi Technologies, Inc.'s Registration Statement on Form SB-2, filed with the
Securities and Exchange Commission on August 29, 2006.

(8) Incorporated by reference to Amendment No. 1 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on March 3, 2005.

(9) Incorporated by reference to Amendment No. 6 to Ivivi Technologies, Inc.'s
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on September 14, 2006.

(10) Incorporated by reference to Ivivi Technologies, Inc.'s Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2006, filed with the Securities
and Exchange Commission on December 4, 2006.

(11) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 16, 2007.

(12) Incorporated by reference to Ivivi Technologies, Inc.'s Annual Report on
Form 10-KSB filed with the Securities and Exchange Commission on June 29, 2007.

(13) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 2, 2009.

(14) Incorporated by reference to Ivivi Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 8, 2009.


                                       34



<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Annual Report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized on July 29, 2009.


                                        IVIVI TECHNOLOGIES, INC.


                                        By: /s/ Steven M. Gluckstern
                                            ------------------------------------
                                            Steven M. Gluckstern
                                            Chief Executive Officer and
                                            Chairman of the Board of Directors


In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated,
on July 29, 2009.

<TABLE>
<S>            <C>
         SIGNATURE                               CAPACITIES                               DATE
---------------------------             -----------------------------------           -------------

/s/ Steven M. Gluckstern                Chief Executive Officer and                   July 29, 2009
--------------------------              Chairman of the Board of Directors
Steven M. Gluckstern                    (Principal Executive Officer)

/s/ Andre' A. DiMino                    Executive Vice President,                     July 29, 2009
--------------------------              Chief Technical Officer and
Andre' A. DiMino                        Director

/s/ David Saloff                        Executive Vice President,                     July 29, 2009
--------------------------              Chief Business Development
David Saloff                            Officer and Director

/s/ Alan V. Gallantar                   Senior Vice President,                        July 29, 2009
--------------------------              Chief Financial Officer,
Alan V. Gallantar                       Principal Financial Officer
                                        and (Principal Accounting Officer)

/s/ Kenneth S. Abramowitz               Director                                      July 29, 2009
--------------------------
Kenneth S. Abramowitz

/s/ Pamela J. Newman, Ph.D.             Director                                      July 29, 2009
--------------------------
Pamela J. Newman, Ph.D.

/s/ Jeffrey A. Tischler                 Director                                      July 29, 2009
--------------------------
Jeffrey A. Tischler

</TABLE>

                                       35