Vivos Proxy Sets Dec 2 Vote on 1-for-20 to 1-for-40 Reverse Split and Massive Preferred Conversions
VVOS is trading near its 52-week low of $0.115 (5.5% above the low) on light trading volume (0.1× avg).
Summary
Vivos' definitive proxy sets a December 2, 2026 annual meeting to vote on a 1-for-20 to 1-for-40 reverse split, up to 18.5M shares for the Seneca vehicles, up to 80M shares on the SOD Series C conversion, a 4.9M-share plan increase and a move to Nevada.
Key Events · Corporate Governance and Compliance · VVOS
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Reverse Split on the Ballot
Proposal 5 seeks a 1-for-20 to 1-for-40 reverse split to cure the Nasdaq $1.00 bid-price deficiency flagged June 5, 2026, with the initial compliance period running to December 2, 2026. Authorized shares stay at 200,000,000, so authorized-but-unissued stock rises from 115,528,041 to as much as 197,888,201 at 1-for-40.
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SOD Series C Conversion Approved
Proposal 7 would allow up to 80,000,000 shares on conversion of 12,000 Series C preferred at a fixed $0.15, about 238% of the 33,609,393 shares outstanding; the filing states full conversion would be roughly 70.4% of post-issuance shares. The 4.99%/9.99% beneficial-ownership blocker is not amended.
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Seneca Warrant and Preferred Overhang
Proposal 6 covers up to 18,476,959 shares on conversion or exercise of Series A preferred, warrants and pre-funded warrants held by New Seneca Partners and the V-Co vehicles, about 55% of shares outstanding, and waives the Nasdaq 19.99% issuance cap.
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Equity Plan Reserve Increase
Proposal 8 raises the 2024 Omnibus Equity Incentive Plan reserve by 4,900,000 shares, from 4,100,000 to 9,000,000, about 15% of shares outstanding; pending awards of at least 2,227,000 already exceed the current reserve by 189,487 shares.
Analysis · VVOS · Industrial Applications And Services
This definitive proxy puts hard numbers on a capital structure that is already deeply distressed. Shareholders vote December 2 on a reverse split of 1-for-20 to 1-for-40 to cure the Nasdaq $1.00 bid-price deficiency (notice received June 5, 2026, compliance period running to December 2, 2026), on issuing up to 18,476,959 shares to the Seneca/V-Co vehicles, and on issuing up to 80,000,000 shares to SOD Sciences on conversion of the Series C preferred at a fixed $0.15. Against 33,609,393 shares outstanding, the SOD conversion alone would be roughly 238% of the current count if fully converted, and the filing itself says full conversion would leave SOD at about 70.4% of the post-issuance shares. Approval removes the Nasdaq 19.99% caps but does not lift the contractual 4.99%/9.99% beneficial-ownership blockers, so actual share issuance stays gated. The proxy also asks for 4,900,000 more plan shares (a 15% increase to the reserve) and a Delaware-to-Nevada reincorporation, which would extend Nevada's statutory officer liability shield to executives. The company remains under a going-concern warning with $1.8M of cash per the last 10-Q, so every one of these proposals is about keeping the listing and the funding pipeline alive.
How filings like this one have moved
In the 30 days to Oct 30, 2026, 38.6% of the 919 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.45%. 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 $0.12 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $4.1M. The 52-week trading range was $0.11 to $2.88. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.