Vivos Signs $12 Million Stock Deal for Stake in SOD Sciences and Joint Ownership of Experimental Test

Key Points

• Vivos Therapeutics agreed to acquire an 11% fully diluted stake in SOD Sciences and 50% co-ownership of its proprietary early-warning test.
• Vivos will pay with convertible preferred stock carrying a stated value of $12 million. No cash payment is required.
• The deal could create research and marketing opportunities involving Cleveland Clinic Weston and American Health Associates, but further agreements are needed.
• The transaction could support Vivos’ efforts to regain Nasdaq compliance, subject to accounting review and Nasdaq’s assessment.
• The preferred shares could convert into up to 80 million common shares, creating significant potential dilution.

Vivos Therapeutics (NASDAQ: VVOS) has signed an agreement to acquire an ownership stake in SOD Sciences and jointly own a test being developed to assess cellular responses associated with oxygen disruption.

The transaction combines a potential new commercial opportunity with an effort to strengthen Vivos’ reported stockholders’ equity. However, closing, clinical validation and future commercial arrangements remain important conditions.

Deal Adds Two Separate Ownership Interests

Vivos will receive an 11% fully diluted equity stake in SOD Sciences and a separate 50% ownership interest in the test and related intellectual property.

The test combines SOD’s genetic and biomarker panel with measurements of overnight oxygen decline and recovery. Its clinical usefulness still needs validation. The announcement does not establish that it predicts cancer or other chronic diseases, or that the related ReBalU program prevents them.

Vivos’ existing FDA clearances for its oral appliances do not cover this test.

Partnerships Offer Potential, Not Guaranteed Revenue

SOD has a memorandum of understanding with Cleveland Clinic Weston that contemplates a study comparing Vivos’ oral appliances with CPAP. The deal also creates a potential path to a marketing relationship with American Health Associates, which serves approximately 3,000 assisted living and nursing facilities across 25 states.

These opportunities require additional agreements and applicable clinical and regulatory requirements. No commercial activity is guaranteed.

Vivos would have a contractual right to 50% of the test’s contribution margin. The parties also contemplate Vivos retaining 80% of contribution margin on Vivos product sales through the proposed channels. Those figures are not equivalent to revenue or net profit.

Stock Payment Could Strengthen Equity but Dilute Shareholders

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

Conversion is subject to a 19.99% exchange cap unless shareholders approve issuance above that limit, along with ownership restrictions.

The company expects the transaction to increase reported stockholders’ equity and potentially help address Nasdaq’s minimum-equity requirement. That outcome depends on final valuation, auditor concurrence and Nasdaq review. The deal itself brings no cash into the business.

Investor Takeaway

The agreement offers Vivos a possible new testing business and access to potential research and distribution channels. But dilution, clinical validation and the need for additional funding remain central considerations.

Closing was expected around October 15, 2026, subject to conditions. Vivos also intends to seek additional capital if it clears the compliance milestone; its goal of positive cash flow and profitability in early 2027 remains a management objective, not an assured outcome.