Vivos Therapeutics以1200万美元优先股换取SOD Sciences 11%股权及假性缺氧测试50%共有权，潜在摊薄高达8000万股

On Thursday, Vivos Therapeutics, Inc. (VVOS), a medical device and healthcare services company focused on obstructive sleep apnea (OSA) and sleep-related breathing disorders, announced a definitive agreement to acquire an 11% fully diluted equity interest in SOD Sciences, Inc. and a 50% co-ownership interest in SOD's proprietary pseudohypoxia test.
The transaction involves the issuance of 12,000 shares of newly created Series C Convertible Preferred Stock with an aggregate stated value of $12 million. No cash consideration will be paid. Closing is subject to customary conditions, including accounting review, consent from the holder of Vivos' Series B preferred stock and Nasdaq notification.
SOD Sciences develops the ReBalU Protocol, which combines genetic and biomarker testing with a nutrition-based program and follow-up testing. Its pseudohypoxia test combines a genotype and biomarker panel with measurements of nighttime oxygen desaturation and recovery.
Pseudohypoxia refers to a state in which cells exhibit features of oxygen deprivation signaling even when oxygen availability may not be consistently low.
SOD is developing its platform to identify biological patterns that may be associated with chronic disease risk. The clinical utility of the test remains to be established.
Under the agreement, Vivos will hold a 50% undivided co-ownership interest in the test and related intellectual property, along with a contractual right to 50% of the contribution margin from sales of the jointly owned test through any channel. Vivos will separately hold at least an 11% fully diluted equity interest in SOD Sciences.
Following closing, the companies plan to negotiate joint marketing or distribution arrangements and a separate agreement covering marketing of the ReBalU Protocol to U.S. sleep-testing centers. Vivos expects to retain 80% of the contribution margin on sales of its products through the contemplated channels, while the companies would share contribution margin equally on sales of the jointly owned test.
The proposed collaboration could open channels through Cleveland Clinic Weston and AHA, which serves around 3,000 care facilities across 25 states. SOD's MOU with Cleveland Clinic Weston includes a potential study comparing Vivos' CARE oral appliances with CPAP and a possible commercial program for existing CPAP patients.
The parties have not yet finalized the contemplated commercial agreements, and there is no assurance that the collaboration will lead to commercial activity or revenue.
Vivos said the transaction could increase reported stockholders' equity if the preferred shares are classified as permanent equity, potentially supporting its efforts to regain compliance with Nasdaq's minimum stockholders' equity requirement. The accounting treatment and any determination of compliance remain subject to review by the company's independent auditor and Nasdaq's assessment.
The preferred shares are convertible into common stock at a fixed conversion price of $0.15 per share, representing up to 80 million shares, subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership limitation, which may be waived to 9.99%. Vivos intends to seek stockholder approval for conversions exceeding the exchange cap at its next annual general meeting.
Management said that, if the transaction closes and the company achieves the relevant Nasdaq compliance milestone, it intends to seek additional capital to support operations, with a goal of reaching positive cash flow and profitability in early 2027.
The announcement does not establish that the pseudohypoxia test can predict cancer or other future chronic diseases, or that the ReBalU Protocol prevents those conditions. Vivos' existing FDA clearances for its oral appliances do not extend to the pseudohypoxia test.
Currently, VVOS is trading at $0.14, up 6.71%.
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