Vivos Therapeutics Agrees to Acquire Minority Stake in SOD Sciences and 50% Interest in Proprietary Pseudohypoxia Test

Vivos targets positive cash flow and profitability in early 2027, with further fundraising intended after the Nasdaq compliance milestone.

Rhea-AI Summary

Vivos Therapeutics (VVOS) agreed to acquire an 11% fully diluted equity stake in SOD Sciences and co-ownership of its pseudohypoxia test. The deal includes a 50% undivided interest in the test and related intellectual property for 12,000 Series C Convertible Preferred shares with $12 million aggregate stated value, with no cash consideration. Conversion at $0.15 per common share represents up to 80 million shares, subject to ownership and exchange caps.

Closing is expected on or about October 15, 2026, subject to auditor concurrence, Series B holder consent and Nasdaq notification. Vivos expects an equity increase that could support Nasdaq compliance, subject to accounting review and Nasdaq assessment. The test interest carries a contractual right to 50% of contribution margin across all channels. Potential Cleveland Clinic Weston and American Health Associates collaborations require definitive agreements; test clinical utility remains to be established.

10 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 7 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.11% fully diluted SOD stake and 50% test co-ownership would add equity and intellectual-property interests.
• Moderate point50% of test contribution margin is contractually allocated to Vivos across all sales channels.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Reported stockholders’ equity is expected to increase, potentially supporting efforts to regain Nasdaq compliance.
• Moderate point. Forward-looking: it has not happened yet and may not happen.80% of contribution margin on Vivos product sales through contemplated channels would be retained by Vivos.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Cleveland Clinic Weston and American Health Associates collaborations are planned, with activity expected underway in early 2027.

5 minor points

• Minor pointNo cash consideration is payable for the acquisition.
• Minor point. Forward-looking: it has not happened yet and may not happen.Sleep-testing revenue would remain with Vivos, with those services expected outside joint marketing arrangements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Further capital raising is intended after the Nasdaq compliance milestone to support expansion.
• Minor point. Forward-looking: it has not happened yet and may not happen.Positive cash flow and profitability remain management’s near-term objectives for early 2027.
• Minor pointSeries C preferred stock has no redemption right, cash-settlement requirement or price-reset provision; no warrants are issued.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.12,000 Series C preferred shares, with $12 million stated value, convert at $0.15 into up to 80 million common shares. 4.5× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Equity classification and valuation require final accounting review; Nasdaq compliance remains subject to Nasdaq’s assessment.
• Moderate pointChannel collaborations require definitive agreements and applicable regulatory and clinical requirements; Cleveland Clinic Weston arrangements currently involve an MOU.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Test revenue and margin depend on validation, regulatory status, channel execution, testing volume, realized pricing and allocated costs.
• Minor point19.99% exchange cap limits conversion pending stockholder approval, which Vivos intends to seek at its next annual meeting.

2 minor points

• Minor pointClosing remains subject to auditor concurrence, Series B preferred holder consent and Nasdaq notification.
• Minor pointTest clinical utility remains to be established; Vivos’ oral-appliance FDA clearances do not cover the test.

News Explained

Vivos would retain eighty percent of product contribution margin through contemplated channels, while sleep-testing service revenue would remain outside the joint marketing arrangements.

The Series C preferred stock has no redemption right, cash-settlement requirement, or price-reset provision, so its stated terms do not include a contractual cash-settlement or conversion-price reset mechanism.

For contemplated channel sales, Vivos would retain 80% of contribution margin on its products; sleep-testing services are expected to remain outside the joint marketing arrangements, with Vivos retaining the associated revenue.

If it clears the Nasdaq equity-compliance milestone, management intends to seek enough capital to continue expanding operations; that is a conditional future plan, not a capital raise committed by this agreement.

Argus 15 min delay 10 alerts

-4.03% vs previous close $0.13 last price 42.1x rel. volume Open Argus

Details

Market move: VVOS -4.03% vs previous close. minority-stake acquisition

+16.9% Peak in 0 min

$0.13 – $0.17 Day Range

$2.59M Market Cap

On Oct 15, the day this news came out, the latest delayed price for VVOS is 4.03% below the previous close. Argus tracked a peak move of +16.9% during the session. Our momentum scanner has recorded 10 alerts for this stock so far that day. The latest delayed price is $0.13. Relative volume is exceptionally heavy at 42.1x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Preferred stock stated value: $12 million Preferred shares: 12,000 shares SOD equity interest: 11% +5 more

Preferred stock stated value

$12 million

Aggregate stated value issued under the agreement

Preferred shares

12,000 shares

Newly created Series C Convertible Preferred Stock

SOD equity interest

11%

Fully diluted equity interest

Test co-ownership interest

50%

Undivided interest in the pseudohypoxia test

Fixed conversion price

$0.15 per share

Series C preferred stock conversion

Aggregate conversion shares

Up to 80 million shares

Subject to the stated exchange cap and ownership limitation

Exchange cap

19.99%

Conversion above the cap requires stockholder approval

Test contribution margin share

50%

Contractual right on sales of the jointly owned test

Key Terms

convertible preferred stock, fully diluted, beneficial ownership limitation, irb-approved, +1 more

5 terms

convertible preferred stock financial

"12,000 shares of newly created Series C Convertible Preferred Stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

fully diluted financial

"an 11% fully diluted equity interest in SOD Sciences"

Fully diluted is the total number of a company's shares that would exist if every potential share from stock options, warrants, convertible debt and other claims were converted into common stock — like counting every reserved pizza slice as if everyone who could request one already had it. Investors use the fully diluted share count to see the realistic ownership picture and how those future claims could lower each shareholder’s percentage, earnings per share and implied valuation.

beneficial ownership limitation financial

"a 4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

irb-approved regulatory

"an IRB-approved study comparing Vivos' FDA-cleared CARE oral appliances with CPAP"

IRB-approved means a research study involving people has been reviewed and given permission by an independent committee that checks for participant safety, ethical treatment, and clear consent — like a safety inspector signing off on a building plan. For investors, this signals that the study meets basic regulatory and ethical standards, lowering the chance of regulatory setbacks and increasing confidence that results can be collected and reported as planned.

cpap medical

"an IRB-approved study comparing Vivos' FDA-cleared CARE oral appliances with CPAP"

A CPAP (continuous positive airway pressure) device is a machine that gently blows a steady stream of air through a mask to keep a person’s breathing passages open during sleep, commonly used to treat sleep apnea. For investors, CPAPs matter because they represent a medical-device market with recurring sales of equipment and disposable supplies, subject to safety reviews, insurance reimbursement rules and regulatory approvals that can affect a maker’s revenue and reputation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Transaction Expected to Increase Stockholders’ Equity; Opens Potential Collaboration Opportunities From New Strategic Alliances

LITTLETON, Colo., Oct. 15, 2026 (GLOBE NEWSWIRE) -- Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (Nasdaq: VVOS), a medical device and healthcare services company focused on developing and commercializing diagnostic and treatment methods for patients with obstructive sleep apnea ("OSA") and other health conditions related to breathing and sleep disorders, today announced that it has entered into a definitive Mutual Stock Purchase and Asset Exchange Agreement to acquire an 11% fully diluted equity interest in SOD Sciences, Inc. and a 50% undivided co-ownership interest in SOD’s proprietary pseudohypoxia early-warning test, in exchange for 12,000 shares of newly created Series C Convertible Preferred Stock with an aggregate stated value of $12 million. Closing is subject to customary conditions, including auditor concurrence, consent of the holder of the Company’s Series B Non-Convertible Preferred Stock, and Nasdaq notification, and is expected to occur on or about October 15, 2026. The agreement opens the door for potentially important collaboration and research opportunities with the Cleveland Clinic in Weston, Florida, and a marketing relationship with American Health Associates (AHA), a national medical services provider to patients housed in approximately 3,000 assisted living and nursing home facilities across 25 states.

No cash consideration is payable under the agreement. The Company believes the transaction, if closed and if the preferred stock is classified in permanent stockholders’ equity as anticipated, would increase reported stockholders’ equity and support the Company’s efforts to regain compliance with Nasdaq rules. In the event the Company clears that milestone, management intends to seek to raise sufficient capital to continue expanding operations in its efforts to achieve its near-term objectives of positive cash flow and profitability in early 2027. Any determination of compliance remains subject to Nasdaq’s assessment.

Vivos Chairman and CEO R. Kirk Huntsman stated, “We have been working on this transaction for months and believe the total value accretion to Vivos has the potential to far exceed the immediate dilution from the issuance of the preferred shares. Upon closing, we expect to pursue collaboration efforts contemplated by SOD’s existing relationship with Cleveland Clinic Weston and with American Health Associates, subject to negotiation and execution of definitive agreements and satisfaction of applicable regulatory and clinical requirements. It is contemplated that Vivos will retain 80% of the contribution margin on sales of Vivos products through those channels, and that the parties will share contribution margin 50/50 on sales of the jointly owned test. That relationship is expected to be solidified in the coming weeks and underway in early 2027, potentially leading to significant new and recurring revenue and high margins opportunities.”

"Sleep apnea is not just a breathing problem. It is a cellular oxygen problem, and the cell remembers," said Joseph M. Salvani, Chief Executive Officer of SOD Sciences. "The pseudohypoxia signature tells a patient that their cells have been primed for chronic disease, and ReBalU potentially gives them a way to measure it, treat it, and assess change. Vivos has the patients, the FDA‑cleared devices, and the home oxygen test. We have the protocol, the channels, and the science. Together we believe we can turn sleep medicine into an early warning system for chronic disease in America."

Channel Relationships

SOD holds a Memorandum of Understanding with Cleveland Clinic Weston that contemplates an IRB-approved study comparing Vivos' FDA‑cleared CARE oral appliances with CPAP for intermittent hypoxia and a potential commercial program relating to existing CPAP patients. This agreement potentially brings that channel, and the AHA national network directly to Vivos. No assurance can be given that definitive agreements will be executed or that any commercial activity will result.

Economics of the Test

The test pairs SOD's ReBalU genotype and biomarker panel with a measurement of nocturnal oxygen desaturation and recovery. Vivos' at‑home oxygen desaturation and re‑emergence test is a potentially synergistic instrument for that measurement. The result identifies individuals whose cells carry the pseudohypoxia signature of priming for further chronic disease, including cancer, while there is still time to act.

The agreement gives Vivos a 50% undivided co-ownership interest in the test and related intellectual property and a contractual right to 50% of the contribution margin on sales of the jointly owned test through any channel. Separately, Vivos will hold at least an 11% fully diluted equity interest in SOD Sciences. These interests are distinct: the test participation is governed by the commercial arrangements, while the minority stake represents ownership in SOD.

Following closing, the parties will negotiate a joint marketing or distribution agreement and a separate agreement addressing marketing of the ReBalU Protocol to U.S. sleep-testing centers. Sleep testing services are expected to remain outside the joint marketing arrangements, and Vivos would retain the associated revenue. Contribution margin should not be equated with consolidated revenue, net income or cash flow.

Any revenue or margin from the test or related products will depend on clinical validation, regulatory status, channel execution, testing volume, realized pricing, and the costs allocated under the agreements. Establishing the clinical utility of the test is a central requirement for the opportunity. The announcement does not establish that the test predicts cancer or future chronic disease, or that ReBalU prevents those conditions. Vivos’ oral-appliance FDA clearances do not extend to this test.

“Our aim is to build a commercial program whose clinical usefulness and operating performance can be measured,” said Joseph M. Salvani, Chief Executive Officer of SOD Sciences. “Combining our platform with Vivos’ capabilities creates a potential opportunity; validation and disciplined implementation will determine the results.”

Transaction Terms and Closing

Vivos will issue 12,000 shares of Series C Convertible Preferred Stock with an aggregate stated value of $12 million. The preferred stock is convertible into shares of common stock at a fixed conversion price of $0.15 per share, representing up to 80 million shares in the aggregate, subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership limitation (waivable to 9.99%). Conversion above the exchange cap requires stockholder approval, which the Company intends to seek in connection with its next annual general meeting. The preferred stock has no redemption right, cash-settlement requirement or price-reset provision. No warrants are being issued, and no cash consideration is payable at closing.

The Company expects the preferred stock to be classified in permanent stockholders’ equity and the acquired interests to be recorded at fair value, subject to completion of a final valuation and concurrence of the Company’s independent registered public accounting firm. The Company expects an increase in reported stockholders’ equity that could support its efforts to regain compliance with Nasdaq’s minimum stockholders’ equity requirement. The amount of that increase and any determination of compliance remain subject to the applicable accounting review and Nasdaq’s assessment.

About Vivos Therapeutics

Vivos Therapeutics, Inc. (Nasdaq: VVOS) is a medical technology and healthcare services company focused on developing and commercializing innovative diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities such as obstructive sleep apnea (OSA) and snoring in adults. Vivos’ devices have been cleared by the U.S. Food and Drug Administration (FDA) for adult patients diagnosed with all severity levels of OSA and moderate-to-severe OSA in children ages 6 to 17. For more information, visit www.vivos.com.

About SOD Sciences

SOD Sciences, Inc. is a precision-health company and the developer of the ReBalU Protocol, which combines genetic and biomarker testing with a nutrition-based program and follow-up testing. SOD is also developing applications of its platform related to pseudohypoxia.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding the satisfaction of the closing conditions and the timing and occurrence of the Closing; the expected benefits of the transaction with SOD; the negotiation and execution of the Joint Marketing Agreement, the Sleep Center Agreement and the definitive channel agreements with American Health Associates and Cleveland Clinic Weston; the anticipated accounting treatment of the transaction; the Company’s compliance with Nasdaq continued listing requirements; the proposed reverse stock split; and the stockholder approval to be sought under Nasdaq Listing Rule 5635(a). Words such as “expects,” “intends,” “believes,” “potential,” “contemplates” and similar expressions identify these statements.

These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the closing conditions are not satisfied and the transaction does not close; that the anticipated benefits of the transaction are not realized; that the definitive post-closing agreements are not executed on the anticipated terms or at all; that the Company’s independent registered public accounting firm or Nasdaq reaches conclusions different from those anticipated; that stockholder approval is not obtained; that clinical or regulatory requirements are not met; that dilution from conversion exceeds expectations; that the Company does not regain or maintain Nasdaq compliance; and the other risks described in the Company’s SEC filings, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and its other SEC filings. No assurance can be given that any anticipated commercial or financial benefits will be realized. Vivos undertakes no obligation to update forward-looking statements except as required by law.

Investor and Media Contacts
Vivos Therapeutics, Inc.
Investor Relations: investors@vivoslife.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Vivos acquiring from SOD Sciences, and what will it pay?

Vivos agreed to acquire an 11% fully diluted equity interest in SOD Sciences and a 50% undivided co-ownership interest in its pseudohypoxia test and related intellectual property. Consideration consists of 12,000 Series C Convertible Preferred shares with an aggregate stated value of $12 million. No cash consideration is payable.

What limits apply to conversion of Vivos’ Series C preferred stock?

Conversion is subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership limitation, waivable to 9.99%. The fixed conversion price is $0.15 per common share, representing up to 80 million shares in aggregate. Vivos intends to seek approval for conversion above the exchange cap at its next annual general meeting.

What study does SOD’s Cleveland Clinic Weston memorandum contemplate for Vivos?

SOD’s memorandum of understanding with Cleveland Clinic Weston contemplates an IRB-approved study comparing Vivos’ FDA-cleared CARE oral appliances with CPAP for intermittent hypoxia. It also contemplates a potential commercial program relating to existing CPAP patients. Definitive agreements and applicable regulatory and clinical requirements remain necessary.

Does the Vivos–SOD announcement establish that the pseudohypoxia test predicts cancer?

The announcement does not establish that the test predicts cancer or future chronic disease, or that ReBalU prevents those conditions. Establishing the test’s clinical utility remains a central requirement. Vivos’ FDA clearances for its oral appliances do not extend to this test.

Does Vivos’ share of test contribution margin equal revenue or profit?

The 50% contribution-margin entitlement is not equivalent to consolidated revenue, net income or cash flow. Revenue or margin from the test and related products depends on clinical validation, regulatory status, channel execution, testing volume, realized pricing and costs allocated under the agreements.