Vivos Buys 11% of SOD Sciences, 50% of Pseudohypoxia Test for $12M in Preferred

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Vivos is issuing 12,000 shares of new Series C convertible preferred with a $12M stated value to acquire an 11% fully diluted stake in SOD Sciences and 50% co-ownership of SOD's pseudohypoxia early-warning test. No cash changes hands. The preferred converts at a fixed $0.15 per share, up to 80 million common shares, subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership limit. Management expects the preferred to be classified in permanent equity, which would lift reported stockholders' equity and support its push to regain Nasdaq compliance — a critical issue given the going concern warning and $1.8M cash balance in the Q2 10-Q. Pro forma stockholders' equity is approximately $8 million, exceeding Nasdaq's $2.5 million minimum by $5.5 million. The deal also opens potential channels through Cleveland Clinic Weston and American Health Associates' 3,000 assisted living and nursing home facilities, with Vivos retaining 80% of contribution margin on its product sales and splitting test margin 50/50. Closing is expected on or about October 15, 2026, subject to an independent valuation opinion, auditor concurrence, Streeterville consent, Series B holder consent, and Nasdaq notification.

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