Vivos Therapeutics, Inc. (Nasdaq: VVOS) has closed a transaction with SOD Sciences, Inc. that grants the company a 50% co-ownership interest in a pseudohypoxia early-warning test and an 11% equity stake in SOD Sciences. The deal was executed on October 16, 2026, with no cash changing hands. In exchange, Vivos issued 12,000 shares of newly authorized Series C Convertible Preferred Stock to SOD Sciences. The preferred stock carries a stated value of $1,000 per share, resulting in an aggregate stated value of $12 million.
The Series C Preferred Stock is convertible into common stock at a fixed price of $0.15 per share, subject to specific limitations. At this conversion rate, the preferred shares could theoretically convert into up to 80 million shares of common stock. However, the issuance is capped at 19.99% of the outstanding common stock prior to the agreement's signing, pending stockholder approval. Additionally, a beneficial ownership limitation prevents the holder from converting shares that would result in ownership exceeding 4.99% of the common stock, though this limit can be increased to 9.99% with 61 days' notice.
Under the terms of the Assignment and Co-Ownership Agreement, Vivos and SOD Sciences hold the intellectual property for the test as tenants in common. The partners will share equally in the revenue and costs associated with the test's exploitation. Vivos also acquired 3,057,879 shares of SOD Sciences' common stock, representing at least 11% of its fully diluted capital stock. The company stated that the consideration was determined through arm's-length negotiation and that the Series C Preferred Stock was issued pursuant to an exemption from registration under the Securities Act of 1933.
Vivos management indicated that the transaction is expected to add more than $10 million to the company's stockholders' equity. The company believes this addition will help it regain compliance with Nasdaq's minimum stockholders' equity requirement of $2.5 million, which was previously missed. The preferred stock is classified in permanent stockholders' equity, and the company has reserved sufficient authorized shares to accommodate the potential conversion. The company noted that the transaction is subject to clinical validation, regulatory requirements, and the execution of definitive agreements with partners, including American Health Associates (AHA).
