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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 14, 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.
Mutual
Stock Purchase and Asset Exchange Agreement
On
October 14, 2026, Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Mutual Stock Purchase
and Asset Exchange Agreement (the “Agreement”) with SOD Sciences, Inc., a Florida corporation (“SOD”). SOD owns
the ReBalU Protocol, a test/treat/retest platform, the architecture and related patent filings for a pseudohypoxia early-warning test
(the “Test”), and has a marketing arrangement opportunity with American Health Associates (“AHA”), and a Memorandum
of Understanding with Cleveland Clinic Weston.
Pursuant
to the Agreement, at the closing under the Agreement (the “Closing”), which is expected to occur on October 15, 2026, the
Company will issue to SOD 12,000 shares of a newly created series of the Company’s preferred stock designated “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, in exchange for (i) 2,907,338 shares of SOD common stock (the “SOD Shares”), representing
at least eleven percent (11%) of SOD’s fully diluted capital stock immediately after the Closing, and (ii) an undivided fifty percent
(50%) co-ownership interest in the Test and related intellectual property (the “Test Interest”), to be conveyed pursuant
to an Assignment and Co-Ownership Agreement between the Company and SOD, in the form attached to the Agreement (the “Assignment
Agreement”), described below.
No
cash consideration will be paid by either party, and no placement agent, broker, or finder was used in connection with the transaction.
To the Company’s knowledge, no officer, director, or substantial shareholder of the Company has any interest in SOD or in the consideration
payable under the Agreement.
Terms
of the Series C Preferred
The
terms of the Series C Preferred are set forth in a Certificate of Designations of Series C Convertible Preferred Stock, in the form attached
to the Agreement (the “Certificate of Designations”), which the Company will file with the Secretary of State of the State
of Delaware at or before the Closing, creating a series of 12,000 authorized shares of Series C Preferred, par value $0.0001 per share.
Under the Certificate of Designations, the Series C Preferred will rank pari passu with the Company’s Series A Convertible Preferred
Stock and senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution, or winding
up; will bear no mandatory or cumulative dividend, with holders participating with the common stock 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 then in effect; and will not be redeemable, with no holder put right, no mandatory conversion into a cash-settleable instrument,
and no cash-settlement feature of any kind.
Each
share of Series C Preferred will be convertible, at the option of the holder, into the number of shares of common stock determined by
dividing the stated value by the conversion price. The conversion price was fixed at the signing of the Agreement at $0.15 per share
and is not subject to any price reset or other price-based adjustment; the conversion price and the number of shares issuable upon conversion
adjust proportionally only for stock splits (including the Company’s pending reverse stock split), reverse stock splits, combinations,
stock dividends, and similar events, so that the capped percentage of outstanding common stock issuable upon conversion is not increased
by any such event. 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.
The
Certificate of Designations contains (i) an exchange cap providing that the aggregate number of shares of common stock issuable upon
conversion of the Series C Preferred may not exceed 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 in excess of that cap for purposes of Nasdaq
Listing Rule 5635(a); the cap is not waivable by the Company or any holder, and shares of common stock issued upon conversion under the
cap are not entitled to vote on the approval proposal; and (ii) a beneficial ownership limitation prohibiting conversion to the extent
the holder, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding common stock, which the holder
may increase to not more than 9.99% upon 61 days’ prior written notice. The Series C Preferred will vote with the common stock
on an as-converted basis, subject to the lesser of the beneficial ownership limitation and the exchange cap, and carries no right to
elect or designate directors and no board observer right. The Company will be required to reserve sufficient authorized but unissued
shares of common stock to permit conversion in full, subject to the exchange cap.
Pursuant
to the Agreement, the Company will include in the proxy statement for its stockholder meeting relating to the Company’s pending
reverse stock split a proposal to approve, for purposes of Nasdaq Listing Rule 5635(a), the issuance of common stock upon conversion
of the Series C Preferred in excess of the exchange cap, and the Company’s board of directors will recommend that stockholders
approve the proposal. The Closing and the issuance of the Series C Preferred are not conditioned on stockholder approval.
The
Agreement contains customary representations, warranties, and covenants of the parties, including representations of SOD regarding its
capitalization, its title to the Test and related intellectual property, its financial condition, its channel relationships with AHA
and Cleveland Clinic Weston, and the accuracy of the information SOD supplied to the Company and its valuation advisors. The representations
and warranties survive the Closing for twelve months (with certain title and intellectual property representations in the Assignment
Agreement surviving longer).
Under
the Agreement, following the Closing the parties will negotiate and enter into (i) a joint marketing or distribution agreement (the “Joint
Marketing Agreement”) governing SOD’s marketing of the Company’s testing and device products through the AHA and Cleveland
Clinic Weston channels and the sharing of contribution margin on the Test, which must contain, at a minimum, agreed terms attached to
the Agreement, including retention by the Company of 80% of the contribution margin on sales of Company products through those channels
(with SOD receiving 20%) and a 50/50 sharing of contribution margin on all sales of the Test through any channel, and (ii) a separate
agreement addressing marketing of the ReBalU Protocol to U.S. sleep-testing centers. If the Joint Marketing Agreement is not executed
within 90 days after the Closing, either party may submit the unresolved terms to binding determination by an independent expert; pending
execution, the agreed minimum terms govern the covered activities. SOD also agreed to a standstill on issuances of additional SOD equity
through April 16, 2027 without the Company’s consent, coupled with a pro rata participation right designed to maintain the Company’s
fully diluted ownership of SOD at not less than 11%, subject to a carve-out for new-hire incentive equity. In addition, SOD agreed to
use reasonable best efforts to negotiate and enter into definitive agreements with American Health Associates and Cleveland Clinic Weston
containing terms consistent in all material respects with the rights and economic arrangements described in the Agreement, and not to
enter into any such definitive agreement on terms materially less favorable to the Company without the Company’s prior written
consent.
The
Company’s obligation to close is subject to, among other conditions: (a) receipt by the Company’s board of directors of an
independent valuation opinion from a firm selected by the board, supporting the recording of $12,000,000 of stated value of the Series
C Preferred in stockholders’ equity; (b) concurrence with management by the Company’s independent registered public
accounting firm that the Series C Preferred will be classified in permanent stockholders’ equity and that the acquired assets will
be recorded at fair value; (c) receipt of the written consent of Streeterville Capital, LLC, the holder of the Company’s Series
B Convertible Preferred Stock, to the creation and issuance of the Series C Preferred (the “Streeterville Consent”); (d)
submission by the Company of a Notification Form: Listing of Additional Shares to The Nasdaq Stock Market LLC (“Nasdaq”)
with no outstanding objection; and (e) receipt of SOD’s required consents and closing deliverables, including certified resolutions
of SOD’s board of directors and a shareholder confirmation letter confirming the Company’s record ownership of the SOD Shares,
accompanied by an extract of SOD’s capitalization table. The Agreement may be terminated before the Closing by mutual written consent,
by either party if the Closing has not occurred on or before October 15, 2026 (provided that this right is not available to a party whose
breach was a principal cause of the failure to close by that date), by either party upon a final, non-appealable order prohibiting the
Closing, or by either party upon a material breach by the other party that would cause a closing condition to fail. The Company will
report the completion of the transaction, the filing of the Certificate of Designations, and the related unregistered issuance of the
Series C Preferred in a subsequent Current Report on Form 8-K upon the Closing.
Assignment
and Co-Ownership Agreement
At
the Closing, the Company and SOD will enter into the Assignment Agreement, pursuant to which SOD will assign to the Company an undivided
50% interest in the Test and related intellectual property, including patent rights, patent applications, know-how, trade secrets, protocols,
and data, free and clear of liens. The Company and SOD will hold the Test intellectual property as tenants in common. The Assignment
Agreement provides for, among other things: a 50/50 sharing of all revenue and consideration from exploitation of the Test (including
contribution margin on sales and all license and other exploitation revenue), reconciled quarterly; mutual consent rights over licenses
and exclusive licenses; equal sharing of patent prosecution, maintenance, and defense costs, with step-in rights if a party elects not
to participate or proposes to abandon a filing; covenants requiring each party to join enforcement actions as a party plaintiff upon
request and mutual consent to settlements; recordation of the Company’s co-ownership interest with the U.S. Patent and Trademark
Office; delivery by SOD of the know-how, protocols, validation data, and regulatory files comprising the Test intellectual property within
30 days after the Closing; mutual confidentiality and publication controls; a right of first refusal in favor of the Company on any transfer
of SOD’s retained interest; and a buy-sell exit mechanism based on independently appraised fair market value. Improvements to the
Test developed by SOD, or jointly, will be co-owned as part of the Test intellectual property; improvements developed solely by the Company,
and the Company’s background intellectual property (including its at-home oxygen desaturation and recovery testing technology and
oral appliance devices), remain solely the Company’s.
Streeterville
Consent
Each
party’s obligation to close is conditioned on the Company’s receipt of the Streeterville Consent, under which Streeterville
Capital, LLC, in its capacities as holder of the Company’s Series B Convertible Preferred Stock and as lender under its outstanding
note documents with the Company, will consent to the creation and issuance of the Series C Preferred and the issuance of the shares of
common stock issuable upon conversion thereof, and will waive any default or other right that would otherwise arise solely by reason
of the transaction.
The
foregoing descriptions of the Agreement, the form of Assignment Agreement, and the form of Certificate of Designations are summaries,
do not purport to be complete, and are qualified in their entirety by reference to the full text of the Agreement (including the exhibits
thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement
has been included to provide investors with information regarding its terms; it is not intended to provide any other factual information
about the Company or SOD. The representations, warranties, and covenants contained in the Agreement were made only for purposes of that
agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by
the parties, including being qualified by confidential disclosure schedules, and may be subject to standards of materiality that differ
from those applicable to investors. Investors should not rely on the representations, warranties, and covenants, or any descriptions
thereof, as characterizations of the actual state of facts or condition of the Company, SOD, or any of their respective affiliates.
Item
7.01 Regulation FD Disclosure.
On
October 15, 2026, the Company issued a press release announcing its entry into the Agreement, a copy of which is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, as amended, 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 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
following unaudited pro forma condensed balance sheet information of the Company as of June 30, 2026, giving effect to the transaction
described in Item 1.01 of this Current Report (including the issuance of the Series C Preferred, which the Company will classify in permanent
stockholders’ equity, and the recording of the acquired assets), as if the transaction had been consummated on that date. The pro
forma balance sheet evidences pro forma stockholders’ equity of approximately $8 million, reflecting the $12 million stated value
all to investment in subsidiary and none to other assets pending completion of the purchase price allocation. The pro forma equity amount
exceeds the $2,500,000 minimum stockholders’ equity requirement of Nasdaq Listing Rule 5550(b)(1) by $5.5 million.
The
Company believes that, upon the Closing, it will have stockholders’ equity above the minimum requirement. No assurance can be given
that the Closing will occur on October 15, 2026, that Nasdaq will concur that the Company has regained compliance, or that the Company
will be able to maintain compliance with this or any other Nasdaq listing requirement.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including 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, 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). Forward-looking 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, and 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. The Company undertakes no obligation to update forward-looking
statements except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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. (including the forms of Assignment and Co-Ownership Agreement and Certificate of Designations of Series C Convertible Preferred Stock attached as exhibits thereto)* |
| 99.1 |
|
Press Release dated October 15, 2026 (furnished, not filed) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Certain exhibits and 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 exhibit or schedule to the Securities and Exchange Commission 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 15, 2026 |
By: |
/s/
Roman Franklin |
| |
Name: |
Roman Franklin |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1
Vivos
Therapeutics Agrees to Acquire Minority Stake in SOD Sciences and 50% Interest in Proprietary Pseudohypoxia Test
Transaction
Expected to Increase Stockholders’ Equity; Opens Potential Collaboration Opportunities From New Strategic Alliances
LITTLETON,
Colo., October 15, 2026 — 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
