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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 15, 2026
VIVOS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39796 |
|
81-3224056 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
7921
Southpark Plaza, Suite 210, Littleton, Colorado 80120
(Address
of principal executive offices) (Zip Code)
(866)
908-4867
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
VVOS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported in the Current Report on Form 8-K filed by Vivos Therapeutics, Inc. (the “Company”) with the Securities
and Exchange Commission (the “SEC”) on October 15, 2026 (the “Prior 8-K”), on October 14, 2026
the Company entered into a Mutual Stock Purchase and Asset Exchange Agreement (the “Agreement”) with SOD Sciences, Inc.,
a Nevada corporation (“SOD”), providing for the Company’s acquisition of a minority equity interest in SOD and an undivided
fifty percent (50%) co-ownership interest in SOD’s pseudohypoxia early-warning test and related intellectual property, in exchange
for the issuance to SOD of 12,000 shares of the Company’s Series C Convertible Preferred Stock. The material terms of the Agreement
are described in the Prior 8-K, which description is incorporated herein by reference, and the Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K by incorporation by reference to the Prior 8-K. Capitalized terms used but not defined herein have the
meanings given to them in the Prior 8-K.
On
October 15, 2026, the Company and SOD entered into a First Amendment to the Agreement (the “First Amendment”), which
extended the outside date under the Agreement from October 15, 2026 to October 16, 2026 and established October 16, 2026 as the Closing
Date. On October 16, 2026, the Company and SOD entered into Amendment No. 2 to the Agreement (“Second Amendment”),
which corrected a scrivener’s error in the Agreement and the related transaction documents that had described SOD as a Florida
corporation. The Amendments did not otherwise modify the Agreement.
On
October 16, 2026 (the “Closing Date”), at the closing under the Agreement (the “Closing”), the
Company and SOD entered into an Assignment and Co-Ownership Agreement (the “Assignment Agreement”), pursuant to which
SOD assigned to the Company an undivided fifty percent (50%) co-ownership interest in the pseudohypoxia early-warning test (the “Test
Interest”) and related intellectual property (the “Test IP”), free and clear of liens. The Company and SOD
hold the Test IP as tenants in common, share equally all revenue and consideration derived from its exploitation and the costs of patent
prosecution, maintenance and enforcement, and have mutual consent rights over licenses and settlements. The Assignment Agreement contains
customary representations and warranties of SOD regarding title, authority, the absence of liens and conflicting licenses, inventor assignments
and non-infringement, which survive for twelve (12) months after the Closing (and, as to title, liens and the completeness of the scheduled
patent rights, until sixty (60) days after expiration of the applicable statute of limitations), and provides for a right of first refusal
in favor of the Company on any transfer of SOD’s retained interest and a buy-sell exit mechanism at independently appraised fair
market value.
Other
than the Agreement, the Assignment Agreement and the transactions contemplated thereby, there is no material relationship between the
Company or its affiliates and SOD. The foregoing descriptions of the Agreement, the First Amendment, the Second Amendment and the Assignment
Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies
of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
the Closing Date, the Company completed the acquisition of (i) 3,057,879 shares of common stock of SOD (the “SOD Shares”),
representing at least eleven percent (11%) of SOD’s fully diluted capital stock immediately after the Closing (as adjusted, in
accordance with Section 1.1 of the Agreement, from the 2,907,338 shares reported in the Prior 8-K), and (ii) the Test Interest, in exchange
for the issuance to SOD of 12,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the
“Series C Preferred”), with a stated value of $1,000 per share and an aggregate stated value of $12,000,000. No cash
consideration was paid by either party. Under the Assignment Agreement, SOD is required to record the assignment of the Test Interest
with the United States Patent and Trademark Office, and with applicable foreign patent authorities with respect to the pending international
application, within thirty (30) days after the Closing Date. The consideration was determined by arm’s-length negotiation between
the Company and SOD. No placement agent, broker or finder was used in connection with the transaction, and, other than as described in
Item 1.01, there is no material relationship between the Company or any of its affiliates, directors or officers, on the one hand, and
SOD, on the other hand. The material terms of the Agreement are described in the Prior 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, the Company
issued 12,000 shares of Series C Preferred to SOD in exchange for the SOD Shares and the Test Interest. Each share of Series C Preferred
is convertible, at the option of the holder, into the number of shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), determined by dividing the $1,000 stated value by the conversion price of $0.15 per share, subject
to proportional adjustment for stock splits, reverse stock splits, combinations, stock dividends and similar events and to the Exchange
Cap and the Beneficial Ownership Limitation described in Item 5.03 below. At the $0.15 conversion price, the Series C Preferred is convertible
into up to 80,000,000 shares of Common Stock in the aggregate; until stockholder approval is obtained, no more than 6,718,517 shares
of Common Stock (based on 19.99% of the 33,609,393 shares of Common Stock outstanding prior to the signing of the Agreement) may be issued
upon conversion.
The
Series C Preferred was issued, and the shares of Common Stock issuable upon conversion thereof will be issued, in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). SOD represented
that it acquired the Series C Preferred for its own account for investment and not with a view to distribution. The Series C Preferred
and the shares of Common Stock issuable upon conversion thereof have not been registered under the Securities Act or any state securities
laws and may not be offered or sold absent registration or an applicable exemption. No underwriter or placement agent was involved in
the issuance.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series C Preferred ranks
pari passu with the Company’s Series A Convertible Preferred Stock and Series B Non-Convertible Preferred Stock and senior to the
Common Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up, participates on an as-converted
basis in any dividends declared on the Common Stock, and votes with the Common Stock on an as-converted basis, subject to the lesser
of the Beneficial Ownership Limitation and the Exchange Cap.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 15, 2026, the Company filed a Certificate of Designations of Series C Convertible Preferred Stock (the “Certificate
of Designations”) with the Secretary of State of the State of Delaware, which became effective upon filing and designated 12,000
shares of the Company’s authorized preferred stock as Series C Preferred, with a stated value of $1,000 per share. Under the Certificate
of Designations, the Series C Preferred (i) ranks pari passu with the Company’s Series A Convertible Preferred Stock and Series
B Non-Convertible Preferred Stock and senior to the Common Stock with respect to dividends and liquidation; (ii) bears no mandatory or
cumulative dividend and participates on an as-converted basis in any dividends declared on the Common Stock, payable at the Company’s
election in cash or in shares of Common Stock valued at the conversion price; (iii) is not redeemable and carries no holder put right
or cash-settlement feature; (iv) is convertible at the option of the holder at a conversion price of $0.15 per share, fixed as of the
signing of the Agreement and subject only to proportional adjustment for stock splits, reverse stock splits, combinations, stock dividends
and similar events; (v) may not be converted into more than 19.99% of the shares of Common Stock outstanding immediately prior to the
signing of the Agreement unless and until the Company’s stockholders approve the issuance of shares in excess of that cap for purposes
of Nasdaq Listing Rule 5635(a) (the “Exchange Cap”), which cap is not waivable by the Company or any holder; (vi)
may not be converted to the extent the holder, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding
Common Stock, which limitation the holder may increase to not more than 9.99% upon 61 days’ prior written notice (the “Beneficial
Ownership Limitation”); and (vii) votes with the Common Stock on an as-converted basis, subject to the lesser of the Beneficial
Ownership Limitation and the Exchange Cap, with no right to elect or designate directors. The Company is required to reserve sufficient
authorized but unissued shares of Common Stock to permit conversion of the Series C Preferred in full, subject to the Exchange Cap. The
Company obtained the consent of Streeterville Capital, LLC under the Company’s existing financing arrangements to the issuance
of the Series C Convertible Preferred Stock.
The
foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
October 19, 2026, the Company issued a press release announcing the Closing, a copy of which is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item
8.01 Other Events.
Nasdaq
Listing Rule 5550(b)(1) — Stockholders’ Equity
As
previously disclosed, on April 22, 2026, the Company received a notice from the Listing Qualifications staff of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the Company did not satisfy the minimum stockholders’ equity requirement of $2,500,000
for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), and the Company thereafter submitted a plan
to regain compliance.
The
Prior 8-K included unaudited pro forma condensed balance sheet information of the Company as of June 30, 2026 giving effect to the transactions
contemplated by the Agreement, which is hereby updated. The unaudited pro forma condensed balance sheet information of the Company as
of June 30, 2026, giving effect to the closing of the transaction described in this Current Report, as if the transaction had been consummated
on that date, reflects pro forma stockholders’ equity of approximately $6.6 million, reflecting the Company’s initial purchase
price allocation, which shall remain subject to adjustment for 12 months from the date of closing.
The
Company believes that, giving effect to the Closing and as of the date of this Current Report on Form 8-K, its stockholders’ equity
exceeds the $2,500,000 minimum requirement of Nasdaq Listing Rule 5550(b)(1). The Company currently expects the Closing to increase its
stockholders’ equity by more than $10 million, subject to completion of the Company’s purchase price allocation and review
by the Company’s independent registered public accounting firm.
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, it may be subject to delisting.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of
the Exchange Act and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding: the anticipated
accounting treatment of the Series C Preferred and the acquired interests and the expected increase in the Company’s stockholders’
equity; the Company’s compliance with Nasdaq continued listing requirements; and the stockholder approval to be sought under Nasdaq
Listing Rule 5635(a). Forward-looking statements 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)
stockholder approval of the issuance of Common Stock in excess of the Exchange Cap is not obtained; and (iv) the other risks described
in the Company’s filings with the SEC, 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 Current Report on Form 8-K, 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designations of Series C Convertible Preferred Stock of Vivos Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on October 15, 2026 |
| 10.1 |
|
Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 14, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 15, 2026)* |
| 10.2 |
|
First Amendment to Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 15, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc. |
| 10.3 |
|
Amendment No. 2 to Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 16, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc. |
| 10.4 |
|
Assignment
and Co-Ownership Agreement (Test Interest), dated as of October 16, 2026, by and between SOD Sciences, Inc. and Vivos Therapeutics,
Inc.* |
| 99.1 |
|
Press Release of Vivos Therapeutics, Inc. dated October 19, 2026 (furnished, not filed) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
VIVOS THERAPEUTICS, INC. |
| |
|
|
Dated:
October 19, 2026 |
By: |
/s/
Roman Franklin |
| |
Name: |
Roman Franklin |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
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
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., October 19, 2026 — 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
