Vivos Closes SOD Deal, Claims Nasdaq Equity Compliance on $10.4M Booked Gain

summarizeSummary

Vivos closed its no-cash SOD Sciences deal, issuing $12M of Series C preferred for an 11% SOD stake and 50% of its pseudohypoxia test IP. The company expects the accounting to add over $10M to stockholders' equity and restore Nasdaq compliance, while conversion could eventually add up to 80 million shares, capped at 19.99% until a shareholder vote.

check_boxKey Events · M&A and Partnerships · VVOS

• SOD Acquisition Closes

  Vivos acquired 3,057,879 SOD shares (at least 11% fully diluted) and a 50% undivided interest in the pseudohypoxia test IP for 12,000 Series C preferred shares with $12M aggregate stated value. No cash was paid by either side.

• Equity Boost and Nasdaq Compliance

  Pro forma stockholders' equity is ~$6.6M as of June 30, 2026, and the company expects the closing to add more than $10 million ($10,380,000 cited), which it says clears Nasdaq's $2.5M minimum. The purchase price allocation remains subject to adjustment for 12 months and auditor review.

• Conversion Terms and Dilution Cap

  Series C converts at a fixed $0.15 per share into up to 80,000,000 common shares, versus 33,609,393 shares outstanding before signing. Until stockholder approval, issuance is capped at 6,718,517 shares (19.99%), with a 4.99% beneficial ownership limit (raisable to 9.99%).

• Commercial Upside Still Uncontracted

  The press release cites potential access to AHA's 325,000+ patients across ~3,000 facilities and Cleveland Clinic Weston, but all of it depends on definitive agreements not yet signed and on bankruptcy court approval in AHA's pending case.

auto_awesomeAnalysis · VVOS · Industrial Applications And Services

Vivos completed the SOD Sciences exchange it announced four days ago: 12,000 Series C preferred shares (stated value $12M) bought an 11% stake in SOD plus half of its pseudohypoxia test IP, with no cash changing hands. The accounting is the real story — booking the acquired interests at fair value is expected to add more than $10 million to stockholders' equity, which the company says lifts it back above Nasdaq's $2.5 million minimum after an April 2026 deficiency notice. That compliance claim rests on a purchase price allocation still subject to adjustment for 12 months and review by the new auditor, so a different conclusion from Haynie or Nasdaq would put delisting back on the table. The preferred converts at a fixed $0.15 into up to 80 million common shares — enormous relative to the 33.6 million shares outstanding — but is capped at 19.99% (6,718,517 shares) until stockholders approve more, so the near-term dilution is bounded and the vote is the next gate. Commercial upside (AHA's 325,000 patients, Cleveland Clinic Weston) is aspirational: no definitive agreements exist and AHA is in bankruptcy.