Vivos Issues $12M Series C Preferred for 11% SOD Stake and 50% Test IP, Targeting Nasdaq Equity Cure

summarizeSummary

Vivos agreed to issue $12 million of new Series C convertible preferred stock to acquire an 11% stake in SOD Sciences and 50% of its pseudohypoxia test IP. If it closes and is booked as permanent equity, pro forma stockholders' equity of about $8 million would exceed Nasdaq's $2.5 million minimum, though conversion could eventually add up to 80 million shares.

check_boxKey Events · M&A and Partnerships · VVOS

• Vivos Buys SOD Stake With Preferred Stock

  Vivos will issue 12,000 shares of Series C Convertible Preferred Stock with a $12,000,000 aggregate stated value for 2,907,338 SOD common shares (at least 11% of SOD's fully diluted equity) and a 50% undivided interest in SOD's pseudohypoxia early-warning test IP. No cash changes hands.

• Conversion Could Add Up to 80 Million Shares

  The Series C converts at a fixed $0.15 per share — above today's $0.1357 — into as many as 80,000,000 common shares. A 19.99% exchange cap applies until stockholders approve more under Nasdaq Listing Rule 5635(a), and a 4.99% beneficial ownership blocker (waivable to 9.99%) limits the holder. There is no price reset, redemption, or cash-settlement feature.

• Pro Forma Equity Would Clear Nasdaq Minimum

  Vivos has been out of compliance with Nasdaq Listing Rule 5550(b)(1)'s $2,500,000 minimum stockholders' equity since an April 22, 2026 notice. Pro forma equity of approximately $8 million would exceed that minimum by $5.5 million, assuming the preferred is classified in permanent equity.

• Closing Hinges on Four Conditions

  Closing requires an independent valuation opinion supporting the $12 million equity recording, auditor concurrence on permanent equity classification and fair-value accounting, written consent from Streeterville Capital as Series B holder and lender, and a Nasdaq Listing of Additional Shares notification with no objection. The outside date is October 15, 2026.

auto_awesomeAnalysis · VVOS · Industrial Applications And Services

Vivos is paying with paper, not cash: 12,000 Series C preferred shares with a $12 million stated value buy an 11% fully diluted stake in SOD Sciences plus half-ownership of SOD's pseudohypoxia early-warning test and its patent portfolio. The stated value is expected to land in permanent stockholders' equity, which on a pro forma basis lifts equity to roughly $8 million — about $5.5 million above the $2.5 million Nasdaq minimum the company has been out of compliance with since April 22, 2026. That is the real point of the deal: it is a balance-sheet repair that also buys a channel story (an AHA network spanning roughly 3,000 assisted living and nursing facilities across 25 states, plus a Cleveland Clinic Weston MOU). The cost is severe potential dilution. The preferred converts at a fixed $0.15 per share — above today's $0.1357 — into as many as 80 million common shares, but conversion is capped at 19.99% of pre-signing shares outstanding until stockholders approve more, and the holder cannot exceed 4.99% beneficial ownership (waivable to 9.99%). There is no price reset, no redemption, and no cash settlement, so this is not a death-spiral structure. Closing is not assured: it hinges on an independent valuation opinion, auditor concurrence that the preferred is permanent equity, Streeterville's Series B consent, and a clean Nasdaq listing notification, with an outside date of October 15, 2026. The company itself says it will need to raise more capital after clearing the Nasdaq hurdle to reach its stated goal of positive cash flow in early 2027.