Vivos Therapeutics, Inc. has entered into a definitive agreement to acquire an 11% equity stake in SOD Sciences, Inc. and a 50% co-ownership interest in SOD's proprietary pseudohypoxia early-warning test. The transaction, valued at $12 million, is structured as an exchange of 12,000 shares of newly created Series C Convertible Preferred Stock with an aggregate stated value of $12 million. No cash consideration is being paid by either party.
The agreement, signed on October 14, 2026, is expected to close on October 15, 2026. In exchange for the preferred stock, Vivos will receive 2,907,338 shares of SOD common stock and a 50% undivided interest in the Test and related intellectual property. The Series C Preferred Stock is convertible into common stock at a fixed price of $0.15 per share, with an aggregate conversion potential of up to 80 million shares. However, the issuance is subject to an exchange cap of 19.99% of outstanding common stock and a beneficial ownership limitation of 4.99% (waivable to 9.99%).
The transaction includes strategic commercial arrangements. Vivos will negotiate a joint marketing agreement with SOD, which is expected to allow SOD to market Vivos testing and device products through channels managed by American Health Associates (AHA) and Cleveland Clinic Weston. Under these arrangements, Vivos intends to retain 80% of the contribution margin on sales of its products through those channels and share contribution margin 50/50 on sales of the jointly owned test.
The closing of the transaction is contingent upon several conditions, including the receipt of an independent valuation opinion, consent from the holder of Vivos' Series B Convertible Preferred Stock, and Nasdaq notification regarding the listing of additional shares. Vivos stated that the transaction is intended to increase reported stockholders' equity and support its efforts to regain compliance with Nasdaq listing requirements.
