Vivos Closes SOD Sciences Deal, Targeting Potential Access to More Than 325,000 Patients

Key Points

• Vivos acquired an 11% fully diluted stake in SOD Sciences and 50% co-ownership of its experimental pseudohypoxia test.
• The company paid with convertible preferred stock carrying a stated value of $12 million. No cash changed hands.
• A proposed marketing arrangement could create access to more than 325,000 patients served by American Health Associates, but definitive agreements and bankruptcy court approval are still required.
• Vivos expects the transaction to add approximately $10.38 million to stockholders’ equity, subject to final valuation and accounting review.
• Potential dilution, clinical validation and Nasdaq’s compliance assessment remain important considerations.

Vivos Therapeutics (NASDAQ: VVOS) has completed its previously announced transaction with SOD Sciences, adding a minority ownership stake and half-ownership of a test being developed to assess a cellular signature associated with oxygen disruption.

The closing moves the acquisition from an agreement to a completed transaction. However, the proposed commercial channels—and the test’s clinical usefulness—remain unproven.

Proposed AHA Arrangement Could Expand Patient Reach

Vivos hopes to market testing and treatment services through SOD’s relationship with American Health Associates, or AHA, which serves more than 325,000 patients at approximately 3,000 assisted living facilities and nursing homes.

That figure represents a potential patient pool, not patients enrolled for Vivos services. Access depends on negotiating definitive agreements and obtaining final bankruptcy court approval in AHA’s pending proceeding.

Management sees a possible multimillion-dollar sleep-testing revenue opportunity beginning in 2027 if the arrangement is completed and implemented. That is a conditional management expectation, not contracted revenue.

Vivos also plans discussions involving SOD’s relationship with Cleveland Clinic Weston. Commercial arrangements there remain subject to further agreements.

Test Ownership Adds an Opportunity That Still Requires Validation

Vivos now owns 50% of the pseudohypoxia test and related intellectual property, with a contractual right to half of the contribution margin from test sales through any channel.

The company also expects to negotiate arrangements under which it would retain sleep-testing revenue and 80% of the contribution margin on Vivos product sales through the proposed channels. Contribution margin is not the same as revenue, net income or cash flow.

Importantly, the announcement does not establish that the test predicts cancer, diabetes, cardiovascular disease or other conditions. Clinical validation and applicable regulatory requirements remain essential, and Vivos’ oral-appliance FDA clearances do not extend to the test.

Expected Equity Increase Comes With Potential Shareholder Dilution

Vivos issued 12,000 Series C Convertible Preferred shares with a total stated value of $12 million. At a fixed conversion price of $0.15, those shares could convert into up to 80 million common shares.

Conversion remains subject to a 19.99% exchange cap pending shareholder approval and additional ownership limits. The structure creates substantial potential dilution, even though no cash payment was required.

Vivos expects an approximately $10.38 million increase in reported stockholders’ equity, subject to final valuation and auditor review. This is an expected accounting benefit—not new cash available to fund operations.

Nasdaq Must Still Determine Whether Vivos Has Regained Compliance

Vivos believes the transaction brings its stockholders’ equity above Nasdaq’s $2.5 million minimum requirement.

However, Nasdaq has not confirmed that conclusion in this announcement. Continued listing depends on Nasdaq’s review and Vivos’ ability to maintain compliance, including in its next periodic report.

Investor Takeaway: Acquisition Complete, Commercial Execution Still Ahead

The deal gives Vivos ownership interests and a possible route to a larger patient market. It does not yet deliver confirmed access to AHA’s patients, validated predictive testing or guaranteed revenue.

The next milestones are definitive channel agreements, bankruptcy court approval, clinical validation, final accounting treatment and Nasdaq’s compliance decision.