Vivos Proxy Seeks Approval for ~98M Potential New Shares, Reverse Split and Nevada Move
VVOS is trading near its 52-week low of $0.124 (6.7% above the low) on light trading volume (0.3× avg).
Summary
Vivos' amended preliminary proxy asks shareholders to approve up to 18.5 million shares for the Seneca/V-Co securities, up to 80 million shares for the SOD Sciences Series C preferred, a 4.9 million-share equity plan increase, a 1-for-20 to 1-for-40 reverse split and a move to Nevada — a set of votes that would authorize dilution several times the current share count.
Key Events · Corporate Governance and Compliance · VVOS
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Seneca Approval Covers 18.5M Shares
Proposal 6 seeks approval for up to 18,476,959 shares on conversion of Series A preferred and exercise of warrants/pre-funded warrants held by New Seneca Partners and the V-Co vehicles — about 55% of the 33,609,393 shares outstanding on the October 9, 2026 record date.
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SOD Series C Could Convert to 80M Shares
Proposal 7 would lift the 6,718,517-share Exchange Cap on the 12,000 Series C preferred issued to SOD Sciences at a fixed $0.15 conversion price, permitting up to 80,000,000 shares — roughly 238% of current shares outstanding. A 4.99%/9.99% ownership blocker still limits actual conversion pace.
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Reverse Split to Fix Nasdaq Bid Price
Proposal 5 authorizes a 1-for-20 to 1-for-40 reverse split to cure the $1.00 minimum bid deficiency flagged June 5, 2026, with the compliance period running to December 2, 2026. Authorized shares stay at 200,000,000, so authorized-but-unissued shares rise sharply.
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Equity Plan Reserve Raised to 9M
Proposal 8 adds 4,900,000 shares to the 2024 Omnibus Equity Incentive Plan, taking the reserve from 4,100,000 to 9,000,000 — about 15% of current shares outstanding, with 2,227,000 shares of pending awards already queued.
Analysis · VVOS · Industrial Applications And Services
Shareholders are being asked to sign off on dilution far larger than the company itself. Proposal 6 covers up to 18,476,959 shares from the Seneca/V-Co preferred and warrants — about 55% of the 33,609,393 shares outstanding on the October 9 record date. Proposal 7 covers up to 80,000,000 shares on conversion of the Series C preferred issued to SOD Sciences at a fixed $0.15, roughly 238% of current shares outstanding, though a 4.99%/9.99% beneficial-ownership blocker caps how fast SOD can actually convert. Proposal 8 adds 4,900,000 shares to the equity plan. Against a $4.5 million market cap, a $5.5 million quarterly loss and a going-concern warning, these approvals are the difference between the company having room to keep issuing stock and running out of authorized capacity. The reverse split (1-for-20 to 1-for-40) is a Nasdaq bid-price fix, not a cure for the separate stockholders' equity deficiency, and the Nevada reincorporation mainly saves franchise tax while extending statutory liability protection to officers. All proposals are subject to the December 2, 2026 annual meeting; none of the shares have been issued yet.
How filings like this one have moved
In the 30 days to Oct 21, 2026, 37.2% of the 984 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.83%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, VVOS was trading at $0.13 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $4.5M. The 52-week trading range was $0.12 to $3.11. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.