Vivos Therapeutics Closes Acquisition of Stake in SOD Sciences and 50% Interest in Pseudohypoxia Test, Opening a Potential Path to Access More Than 325,000 New Patients Through the AHA Channel

The test interest carries rights to half its contribution margin, while planned distribution arrangements remain conditional.

Rhea-AI Summary

Vivos Therapeutics (Nasdaq: VVOS) closed its acquisition of an 11% fully diluted stake in SOD Sciences and co-ownership of its pseudohypoxia test. Vivos acquired a 50% undivided interest in the test and related intellectual property, with rights to half its contribution margin across sales channels. It issued 12,000 Series C preferred shares with a $12 million stated value; neither party paid cash. The preferred shares convert at $0.15 into up to 80 million common shares, subject to limits.

Vivos expects more than $10 million in additional stockholders’ equity, subject to valuation and auditor review; Nasdaq compliance remains subject to Nasdaq review. Planned marketing arrangements could provide access to AHA’s more than 325,000 patients, but require definitive agreements and bankruptcy court approval. Vivos sees potentially multi-million-dollar AHA sleep-testing revenue beginning in 2027 if agreements are executed and the channel is implemented.

12 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 · 10 points

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

Positive

• Major point11% fully diluted SOD stake acquired alongside 50% ownership of the pseudohypoxia test and related intellectual property.
• Moderate point. Forward-looking: it has not happened yet and may not happen.More than $10 million in additional stockholders’ equity expected from the transaction.
• Moderate point50% of test contribution margin belongs to Vivos on sales through any channel by either company.
• Moderate point. Forward-looking: it has not happened yet and may not happen.AHA channel could provide access to more than 325,000 existing patients, Vivos expects.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Potentially multi-million-dollar AHA sleep-testing revenue envisioned beginning in 2027, conditional on definitive agreements and channel implementation.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Planned joint marketing through SOD’s AHA and Cleveland Clinic Weston relationships would retain sleep-testing revenue for Vivos.
• Moderate point. Forward-looking: it has not happened yet and may not happen.ReBalU Protocol marketing agreement expected to be negotiated for Vivos customers and U.S. sleep-testing centers on 50/50 economics.

5 minor points

• Minor pointNo cash consideration was paid by either party for the acquisition.
• Minor point$0.15 conversion price represented a premium to Vivos’ closing share price when the agreement was signed.
• Minor point. Forward-looking: it has not happened yet and may not happen.Limited capital and staffing outlays anticipated by management for the potential AHA sleep-testing opportunity.
• Minor point. Forward-looking: it has not happened yet and may not happen.80% of Vivos product contribution margin would remain with Vivos under the planned joint marketing arrangement.
• Minor point. Forward-looking: it has not happened yet and may not happen.Nationwide test distribution is planned by Vivos, with potential additional oral-appliance and related-treatment revenue.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.12,000 Series C preferred shares, stated at $12 million, convert at $0.15 into up to 80,000,000 common shares. 4.5× market cap
• Moderate pointNasdaq compliance remains under review after April 2026 notice of failure to meet the $2.5 million equity requirement.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Delisting remains possible if Vivos does not evidence equity compliance in its next periodic report.
• Moderate pointAHA access and related revenue require definitive agreements and final bankruptcy court approval in AHA’s pending proceeding.
• Moderate pointCleveland Clinic Weston distribution access remains subject to negotiation and execution of definitive agreements.
• Moderate pointTest and related-product revenue or margin depend on clinical validation, regulatory status, execution, volume, pricing and allocated costs.
• Moderate pointTest predictive capability is not established; Vivos’ oral-appliance FDA clearances do not extend to the test.

3 minor points

• Minor point19.99% exchange cap applies pending stockholder approval; beneficial ownership is limited to 4.99%, increaseable to 9.99% on 61 days’ notice.
• Minor point. Forward-looking: it has not happened yet and may not happen.Expected equity increase remains subject to final valuation and independent auditor review.
• Minor point. Forward-looking: it has not happened yet and may not happen.20% of Vivos product contribution margin would go to SOD through the planned marketing channels.

News Explained

Separate channel terms remain prospective: under an agreement still to be negotiated, SOD would market Vivos products through its AHA relationship, with Vivos retaining sleep-testing service revenue and 80% of product contribution margin (SOD: 20%), subject to definitive agreements and bankruptcy-court approval.

Argus 15 min delay 51 alerts

+28.09% vs previous close $0.17 last price 16.9x rel. volume Open Argus

Details

Market move: VVOS +28.09% vs previous close. SOD stake acquisition

$0.12 – $0.18 Day Range

$3.38M Mkt Cap at Last Price

On Oct 19, the day this news came out, the latest delayed price for VVOS is 28.09% above the previous close. Our momentum scanner has recorded 51 alerts for this stock so far that day. The latest delayed price is $0.17. Relative volume is exceptionally heavy at 16.9x the average.

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

Key Figures

SOD equity interest: 11% Pseudohypoxia test interest: 50% Preferred stock stated value: $12 million +5 more

SOD equity interest

11%

Fully diluted interest acquired

Pseudohypoxia test interest

50%

Undivided co-ownership interest

Preferred stock stated value

$12 million

Aggregate stated value issued as consideration

Conversion price

$0.15 per share

Fixed price for conversion to common stock

Potential common shares

Up to 80,000,000 shares

Subject to exchange cap and ownership limitations

Exchange cap

19.99%

Pending stockholder approval

Expected equity increase

$10,380,000

Expected additional stockholders’ equity, subject to final valuation and review

Potential AHA patient channel

More than 325,000 patients

Opportunity remains subject to definitive agreements and bankruptcy court approval

Previous Acquisition Reports

1 past event · Latest: Oct 15

Same Type 1 event

1. Oct 15

   Acquisition agreement

   24h Move

   +6.6%

   Initial agreement set an 11% SOD stake and 50% test interest for $12 million in preferred stock.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

fully diluted, convertible preferred stock, clia-certified, contribution margin, +1 more

5 terms

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.

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.

clia-certified regulatory

"Florida based CLIA-certified lab American Health Associates"

CLIA-certified means a laboratory has passed U.S. federal standards for performing tests on human samples, showing its results are accurate, reliable and timely. For investors this matters because certification is often required to sell clinical test services, bill insurers, win hospital or physician partnerships and avoid regulatory penalties — much like a restaurant passing a health inspection or a car getting a safety sticker before it can be sold.

contribution margin financial

"entitled to 50% of the contribution margin on sales of the test"

Contribution margin is the amount of money left from a product’s sale after paying the costs that rise with each unit sold (like materials or hourly labor); it can be shown per unit or as a percentage of the sale price. Investors care because it shows how much each sale contributes to covering fixed expenses and generating profit — think of each sale as a slice of pie where the contribution margin is the slice available to pay the rent and add to earnings.

osa medical

"many of whom are believed to be at elevated risk for OSA"

Obstructive sleep apnea (OSA) is a common sleep disorder where the upper airway repeatedly narrows or collapses during sleep, causing brief breathing stoppages that fragment rest and raise daytime tiredness and health risks. For investors, OSA creates sustained demand for diagnostic tests, therapy devices, drugs and monitoring services, so changes in clinical data, approvals, or reimbursement can materially affect revenue prospects for companies in the sleep-health sector.

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

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Transaction Expected to Add More Than $10 Million to Stockholders' Equity as Vivos Forms Strategic Alliances Offering Potential New Revenue and Profit Opportunities

LITTLETON, Colo., Oct. 19, 2026 (GLOBE NEWSWIRE) -- Vivos Therapeutics, Inc. (Nasdaq: VVOS) (“Vivos” or the “Company”) today announced that it has closed its acquisition of an 11% fully diluted equity interest in SOD Sciences, Inc. (“SOD Sciences” or “SOD”) and a 50% undivided co-ownership interest in SOD's pseudohypoxia early‑warning test, the "Primed Cell for Chronic Disease" test. In exchange, Vivos issued to SOD 12,000 shares of newly created Series C Convertible Preferred Stock with an aggregate stated value of $12 million. No cash consideration was paid by either party. Through the joint marketing arrangement to be negotiated with SOD following closing and SOD’s marketing relationship with Florida based CLIA-certified lab American Health Associates (“AHA”), Vivos also expects to obtain the opportunity to test and treat AHA’s more than 325,000 existing patients at approximately 3,000 assisted living facilities and nursing homes, many of whom are believed to be at elevated risk for OSA and for chronic diseases such as diabetes, cancer, and cardiovascular disease, subject to the negotiation and execution of definitive agreements and to final approval of the bankruptcy court in AHA’s pending bankruptcy proceeding.

"Today Vivos became more than a healthcare company just treating sleep apnea," said R. Kirk Huntsman, Chairman and Chief Executive Officer of Vivos. "We expect this transaction to add more than $10 million to our stockholders’ equity, and we now own half of a test designed to identify patients whose sleep apnea may be contributing to chronic disease. With more than 2,600 sleep centers in the country and SOD's channel partners behind us, we intend to take that test nationwide, and our FDA-cleared appliances treat the obstructive sleep apnea that may be contributing to the condition the test is designed to identify."

The transaction at a glance

• $10,380,000 of expected additional stockholders’ equity. Vivos issued 12,000 shares of Series C Convertible Preferred Stock with an aggregate stated value of $12,000,000, convertible at a fixed conversion price of $0.15 per share into up to 80,000,000 shares of common stock, subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership limitation (which the holder may increase to 9.99% on 61 days’ notice). The conversion price represented a premium to the closing price of Vivos’ common stock on the date the agreement was signed. Vivos expects to record the SOD interest and the test interest as assets at fair value and to classify the preferred stock in permanent stockholders’ equity, resulting in an expected increase in stockholders’ equity of more than $10 million, subject to completion of the final valuation and review by the Company’s independent registered public accounting firm.
• Half of a new test. Vivos owns an undivided 50% interest in the pseudohypoxia test and related intellectual property and is entitled to 50% of the contribution margin on sales of the test through any channel, by either company. Contribution margin should not be equated with revenue, net income or cash flow.
• A potential national market. Following closing, Vivos and SOD expect to negotiate a separate agreement under which SOD’s ReBalU Protocol would be marketed to Vivos customers and U.S. sleep-testing centers on a 50/50 economic sharing basis. The Company believes the pseudohypoxia test could expand its diagnostic and therapeutic services offerings to the more than 2,600 sleep testing centers nationwide, to the more than 2,500 multi-location cardiology medical practices in the U.S., and to the approximately 3,000 assisted living centers and nursing homes currently serviced by AHA.
• New channels for Vivos products. Under the joint marketing agreement to be negotiated following closing, SOD would market Vivos’ testing and device products through its AHA marketing relationship and its existing relationship with Cleveland Clinic Weston, with Vivos expected to retain the revenue from its sleep testing services and 80% of the contribution margin on sales of Vivos products through those channels (with SOD receiving 20%).

Management believes the closing of this transaction has the potential to be a transformational event for Vivos that could reshape and expand the Company’s market and services offerings to hundreds of thousands of new patients at high risk for OSA and related chronic diseases. SOD Sciences is expected to provide Vivos with new diagnostic and therapy products that Vivos believes to be highly synergistic with its core FDA-cleared and proprietary OSA treatment methods and technologies, subject to clinical validation and applicable regulatory requirements.

In addition, the close collaboration with SOD Sciences is expected to provide Vivos with access to established distribution channels, such as Cleveland Clinic Weston (Florida) and AHA, subject to the negotiation and execution of definitive agreements. Vivos management expects to meet later this week with senior clinical and administrative leadership at both the Cleveland Clinic (Florida) and AHA to begin working through execution logistics and timelines.

Management believes that, if definitive agreements with AHA are executed and the channel is implemented as contemplated, the AHA channel could represent a meaningful, potentially multi-million dollar, OSA sleep testing revenue opportunity for Vivos beginning in 2027, with limited capital and staffing outlays from Vivos. Management also sees potential additional revenue from Vivos oral appliance product sales and other related treatments. Remote patient monitoring and patient turnover in the target facilities may represent further revenue and profit opportunities that the Company would seek to quantify once the relationship is underway and further data is collected.

Any potential revenue or margin from the pseudohypoxia test or related products will depend on clinical validation, regulatory status, channel execution, testing volume, realized pricing, and the costs allocated under the definitive agreements. This release does not establish that the test predicts any conditions. Vivos’ oral-appliance FDA clearances do not extend to the test.  Any potential revenue or margin from the AHA relationship remains subject to entry into definitive agreements and bankruptcy court approval.

Nasdaq Stockholders’ Equity Requirement

As previously disclosed, in April 2026 the Company received a notice from The Nasdaq Stock Market LLC that it did not satisfy the minimum stockholders’ equity requirement of $2.5 million for continued listing under Nasdaq Listing Rule 5550(b)(1). The Company believes that, giving effect to the transaction and the expected classification of the Series C Convertible Preferred Stock in permanent stockholders’ equity, its stockholders’ equity exceeds that requirement. Any determination that the Company has regained compliance is subject to Nasdaq’s review, and no assurance can be given that Nasdaq will concur or that the Company will be able to maintain compliance with this or any other continued listing requirement.  

While the Company believes it has regained compliance with the stockholders’ equity requirement as a result of the closing of the transaction described herein, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

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, including the pseudohypoxia early-warning test.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding: the expected increase in the Company’s stockholders’ equity and the anticipated accounting treatment of the Series C Convertible Preferred Stock and the acquired interests; the Company’s compliance with Nasdaq continued listing requirements; the negotiation and execution of the joint marketing agreement, the sleep-center agreement and definitive agreements with AHA and Cleveland Clinic Weston; the Company’s ability to test and treat patients through the AHA channel, including the outcome of AHA’s bankruptcy proceeding; the clinical utility, validation, regulatory status and commercial potential of the pseudohypoxia test and the ReBalU Protocol; anticipated revenue, margin and profit opportunities; the stockholder approval to be sought under Nasdaq Listing Rule 5635(a); and the expected benefits of the transaction. Words such as “expects,” “believes,” “intends,” “potential,” “could,” “may,” “would,” “contemplated” and similar expressions identify forward-looking statements.

These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, the risks that: (i) the Company’s independent registered public accounting firm or Nasdaq reaches conclusions regarding the accounting treatment of the transaction or the Company’s stockholders’ equity that differ from those anticipated; (ii) the Company does not regain or maintain compliance with Nasdaq’s continued listing requirements; (iii) the joint marketing agreement, the sleep-center agreement and definitive agreements with AHA and Cleveland Clinic Weston are not executed on the anticipated terms or at all; (iv) AHA does not emerge from bankruptcy, or the bankruptcy court does not approve the arrangements contemplated, on the anticipated timetable or at all; (v) the pseudohypoxia test does not achieve clinical validation, regulatory clearance or market acceptance; (vi) the anticipated revenue, margin and other benefits of the transaction are not realized; (vii) stockholder approval of the issuance of common stock upon conversion of the Series C Convertible Preferred Stock in excess of the exchange cap is not obtained; (viii) conversion of the Series C Convertible Preferred Stock results in dilution to existing stockholders; and (ix) the other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Investor and media contacts

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

SOD Sciences, Inc.: info@sodsciences.com

FAQ

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

What did Vivos acquire from SOD Sciences, and what did it pay?

Vivos acquired an 11% fully diluted equity interest in SOD Sciences and a 50% undivided co-ownership interest in its pseudohypoxia test and related intellectual property. Vivos issued 12,000 Series C Convertible Preferred shares with an aggregate stated value of $12 million. Neither party paid cash consideration.

Does Vivos’ SOD acquisition restore Nasdaq listing compliance?

Vivos believes the transaction brings its stockholders’ equity above Nasdaq’s $2.5 million minimum, but Nasdaq has not determined that compliance has been regained. The expected equity treatment remains subject to final valuation and auditor review. Vivos may face delisting if its next periodic report does not evidence compliance.

Is Vivos’ share of pseudohypoxia test contribution margin the same as revenue or profit?

Contribution margin is not equivalent to revenue, net income or cash flow. Vivos is entitled to 50% of contribution margin from test sales through any channel by either company. Potential revenue or margin depends on clinical validation, regulatory status, channel execution, testing volume, realized pricing and costs allocated under definitive agreements.