Vivos Therapeutics 完成以1200万美元优先股换购SOD Sciences 11%股权及假性缺氧检测50%权益，盘后借新闻稿涨约20%

----- form8-k.htm -----
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
October 15, 2026
VIVOS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-39796
81-3224056
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
7921
Southpark Plaza
,
Suite 210
,
Littleton
,
Colorado
80120
(Address
of principal executive offices) (Zip Code)
(866)
908-4867
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.0001 per share
VVOS
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported in the Current Report on Form 8-K filed by Vivos Therapeutics, Inc. (the “
Company
”) with the Securities
and Exchange Commission (the “
SEC
”) on October 15, 2026 (the “
Prior 8-K
”), on October 14, 2026
the Company entered into a Mutual Stock Purchase and Asset Exchange Agreement (the “Agreement”) with SOD Sciences, Inc.,
a Nevada corporation (“SOD”), providing for the Company’s acquisition of a minority equity interest in SOD and an undivided
fifty percent (50%) co-ownership interest in SOD’s pseudohypoxia early-warning test and related intellectual property, in exchange
for the issuance to SOD of 12,000 shares of the Company’s Series C Convertible Preferred Stock. The material terms of the Agreement
are described in the Prior 8-K, which description is incorporated herein by reference, and the Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K by incorporation by reference to the Prior 8-K. Capitalized terms used but not defined herein have the
meanings given to them in the Prior 8-K.
On
October 15, 2026, the Company and SOD entered into a First Amendment to the Agreement (the “
First Amendment
”), which
extended the outside date under the Agreement from October 15, 2026 to October 16, 2026 and established October 16, 2026 as the Closing
Date. On October 16, 2026, the Company and SOD entered into Amendment No. 2 to the Agreement (“
Second Amendment
”),
which corrected a scrivener’s error in the Agreement and the related transaction documents that had described SOD as a Florida
corporation. The Amendments did not otherwise modify the Agreement.
On
October 16, 2026 (the “
Closing Date
”), at the closing under the Agreement (the “
Closing
”), the
Company and SOD entered into an Assignment and Co-Ownership Agreement (the “
Assignment Agreement
”), pursuant to which
SOD assigned to the Company an undivided fifty percent (50%) co-ownership interest in the pseudohypoxia early-warning test (the “
Test
Interest
”) and related intellectual property (the “
Test IP
”), free and clear of liens. The Company and SOD
hold the Test IP as tenants in common, share equally all revenue and consideration derived from its exploitation and the costs of patent
prosecution, maintenance and enforcement, and have mutual consent rights over licenses and settlements. The Assignment Agreement contains
customary representations and warranties of SOD regarding title, authority, the absence of liens and conflicting licenses, inventor assignments
and non-infringement, which survive for twelve (12) months after the Closing (and, as to title, liens and the completeness of the scheduled
patent rights, until sixty (60) days after expiration of the applicable statute of limitations), and provides for a right of first refusal
in favor of the Company on any transfer of SOD’s retained interest and a buy-sell exit mechanism at independently appraised fair
market value.
Other
than the Agreement, the Assignment Agreement and the transactions contemplated thereby, there is no material relationship between the
Company or its affiliates and SOD. The foregoing descriptions of the Agreement, the First Amendment, the Second Amendment and the Assignment
Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies
of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
the Closing Date, the Company completed the acquisition of (i) 3,057,879 shares of common stock of SOD (the “
SOD Shares
”),
representing at least eleven percent (11%) of SOD’s fully diluted capital stock immediately after the Closing (as adjusted, in
accordance with Section 1.1 of the Agreement, from the 2,907,338 shares reported in the Prior 8-K), and (ii) the Test Interest, in exchange
for the issuance to SOD of 12,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the
“
Series C Preferred
”), with a stated value of $1,000 per share and an aggregate stated value of $12,000,000. No cash
consideration was paid by either party. Under the Assignment Agreement, SOD is required to record the assignment of the Test Interest
with the United States Patent and Trademark Office, and with applicable foreign patent authorities with respect to the pending international
application, within thirty (30) days after the Closing Date. The consideration was determined by arm’s-length negotiation between
the Company and SOD. No placement agent, broker or finder was used in connection with the transaction, and, other than as described in
Item 1.01, there is no material relationship between the Company or any of its affiliates, directors or officers, on the one hand, and
SOD, on the other hand. The material terms of the Agreement are described in the Prior 8-K and are incorporated herein by reference.
2
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, the Company
issued 12,000 shares of Series C Preferred to SOD in exchange for the SOD Shares and the Test Interest. Each share of Series C Preferred
is convertible, at the option of the holder, into the number of shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), determined by dividing the $1,000 stated value by the conversion price of $0.15 per share, subject
to proportional adjustment for stock splits, reverse stock splits, combinations, stock dividends and similar events and to the Exchange
Cap and the Beneficial Ownership Limitation described in Item 5.03 below. At the $0.15 conversion price, the Series C Preferred is convertible
into up to 80,000,000 shares of Common Stock in the aggregate; until stockholder approval is obtained, no more than 6,718,517 shares
of Common Stock (based on 19.99% of the 33,609,393 shares of Common Stock outstanding prior to the signing of the Agreement) may be issued
upon conversion.
The
Series C Preferred was issued, and the shares of Common Stock issuable upon conversion thereof will be issued, in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). SOD represented
that it acquired the Series C Preferred for its own account for investment and not with a view to distribution. The Series C Preferred
and the shares of Common Stock issuable upon conversion thereof have not been registered under the Securities Act or any state securities
laws and may not be offered or sold absent registration or an applicable exemption. No underwriter or placement agent was involved in
the issuance.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series C Preferred ranks
pari passu with the Company’s Series A Convertible Preferred Stock and Series B Non-Convertible Preferred Stock and senior to the
Common Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up, participates on an as-converted
basis in any dividends declared on the Common Stock, and votes with the Common Stock on an as-converted basis, subject to the lesser
of the Beneficial Ownership Limitation and the Exchange Cap.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 15, 2026, the Company filed a Certificate of Designations of Series C Convertible Preferred Stock (the “
Certificate
of Designations
”) with the Secretary of State of the State of Delaware, which became effective upon filing and designated 12,000
shares of the Company’s authorized preferred stock as Series C Preferred, with a stated value of $1,000 per share. Under the Certificate
of Designations, the Series C Preferred (i) ranks pari passu with the Company’s Series A Convertible Preferred Stock and Series
B Non-Convertible Preferred Stock and senior to the Common Stock with respect to dividends and liquidation; (ii) bears no mandatory or
cumulative dividend and participates on an as-converted basis in any dividends declared on the Common Stock, payable at the Company’s
election in cash or in shares of Common Stock valued at the conversion price; (iii) is not redeemable and carries no holder put right
or cash-settlement feature; (iv) is convertible at the option of the holder at a conversion price of $0.15 per share, fixed as of the
signing of the Agreement and subject only to proportional adjustment for stock splits, reverse stock splits, combinations, stock dividends
and similar events; (v) may not be converted into more than 19.99% of the shares of Common Stock outstanding immediately prior to the
signing of the Agreement unless and until the Company’s stockholders approve the issuance of shares in excess of that cap for purposes
of Nasdaq Listing Rule 5635(a) (the “
Exchange Cap
”), which cap is not waivable by the Company or any holder; (vi)
may not be converted to the extent the holder, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding
Common Stock, which limitation the holder may increase to not more than 9.99% upon 61 days’ prior written notice (the “
Beneficial
Ownership Limitation
”); and (vii) votes with the Common Stock on an as-converted basis, subject to the lesser of the Beneficial
Ownership Limitation and the Exchange Cap, with no right to elect or designate directors. The Company is required to reserve sufficient
authorized but unissued shares of Common Stock to permit conversion of the Series C Preferred in full, subject to the Exchange Cap. The
Company obtained the consent of Streeterville Capital, LLC under the Company’s existing financing arrangements to the issuance
of the Series C Convertible Preferred Stock.
3
The
foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
October 19, 2026, the Company issued a press release announcing the Closing, a copy of which is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item
8.01 Other Events.
Nasdaq
Listing Rule 5550(b)(1) — Stockholders’ Equity
As
previously disclosed, on April 22, 2026, the Company received a notice from the Listing Qualifications staff of The Nasdaq Stock Market
LLC (“
Nasdaq
”) indicating that the Company did not satisfy the minimum stockholders’ equity requirement of $2,500,000
for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), and the Company thereafter submitted a plan
to regain compliance.
The
Prior 8-K included unaudited pro forma condensed balance sheet information of the Company as of June 30, 2026 giving effect to the transactions
contemplated by the Agreement, which is hereby updated. The unaudited pro forma condensed balance sheet information of the Company as
of June 30, 2026, giving effect to the closing of the transaction described in this Current Report, as if the transaction had been consummated
on that date, reflects pro forma stockholders’ equity of approximately $6.6 million, reflecting the Company’s initial purchase
price allocation, which shall remain subject to adjustment for 12 months from the date of closing.
The
Company believes that, giving effect to the Closing and as of the date of this Current Report on Form 8-K, its stockholders’ equity
exceeds the $2,500,000 minimum requirement of Nasdaq Listing Rule 5550(b)(1). The Company currently expects the Closing to increase its
stockholders’ equity by more than $10 million, subject to completion of the Company’s purchase price allocation and review
by the Company’s independent registered public accounting firm.
While
the Company believes it has regained compliance with the stockholders’ equity requirement as a result of the closing of the transaction
described herein, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement
and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
4
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of
the Exchange Act and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding: the anticipated
accounting treatment of the Series C Preferred and the acquired interests and the expected increase in the Company’s stockholders’
equity; the Company’s compliance with Nasdaq continued listing requirements; and the stockholder approval to be sought under Nasdaq
Listing Rule 5635(a). Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially,
including, without limitation, the risks that: (i) the Company’s independent registered public accounting firm or Nasdaq reaches
conclusions regarding the accounting treatment of the transaction or the Company’s stockholders’ equity that differ from
those anticipated; (ii) the Company does not regain or maintain compliance with Nasdaq’s continued listing requirements; (iii)
stockholder approval of the issuance of Common Stock in excess of the Exchange Cap is not obtained; and (iv) the other risks described
in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to
update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
3.1
Certificate of Designations of Series C Convertible Preferred Stock of Vivos Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on October 15, 2026
10.1
Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 14, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 15, 2026)*
10.2
First Amendment to Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 15, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc.
10.3
Amendment No. 2 to Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 16, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc.
10.4
Assignment
and Co-Ownership Agreement (Test Interest), dated as of October 16, 2026, by and between SOD Sciences, Inc. and Vivos Therapeutics,
Inc.*
99.1
Press Release of Vivos Therapeutics, Inc. dated October 19, 2026 (furnished, not filed)
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request.
5
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
VIVOS THERAPEUTICS, INC.
Dated:
October 19, 2026
By:
/s/
Roman Franklin
Name:
Roman Franklin
Title:
Chief Financial Officer
6

----- ex10-2.htm -----
EX-10.2
3
ex10-2.htm
EX-10.2
Exhibit 10.2
FIRST
AMENDMENT TO MUTUAL STOCK PURCHASE AND ASSET EXCHANGE AGREEMENT
This
First Amendment to Mutual Stock Purchase and Asset Exchange Agreement (this “
Amendment
”) is entered into as of October
15, 2026 (the “
Amendment Date
”), by and between
VIVOS THERAPEUTICS, INC.
, a Delaware corporation (“
Vivos
”),
and
SOD SCIENCES, INC.
, a Florida corporation (“
SOD
” and, together with Vivos, the “
Parties
”).
RECITALS
A.
The Parties are parties to that certain Mutual Stock Purchase and Asset Exchange Agreement dated as of October 14, 2026 (the “
Purchase
Agreement
”). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Purchase Agreement.
B.
The Parties desire to amend the Purchase Agreement solely to extend the Outside Date and to establish the Closing Date as October 16,
2026, in order to permit the Parties additional time to gather and deliver certain closing deliverables required under the Purchase Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
1.
Amendment to Outside Date and Closing Date.
Section
7.1(b) of the Purchase Agreement is hereby amended by deleting the date “October 15, 2026” and replacing it with the date
“October 16, 2026”. Accordingly, the Outside Date shall be October 16, 2026. Further, the Parties hereby agree that the Closing
Date under the Purchase Agreement shall be October 16, 2026, subject to the satisfaction or waiver of the conditions set forth in Article
III of the Purchase Agreement (other than those conditions that by their nature are to be satisfied at the Closing). Section 2.1 of the
Purchase Agreement is hereby amended to the extent necessary to give effect to the foregoing. The references to October 15, 2026 in Section
2.1 and Section 6.3(a) of the Purchase Agreement are each hereby amended to refer instead to October 16, 2026.
2.
No Other Amendments.
Except
as expressly amended by this Amendment, all terms, conditions, and provisions of the Purchase Agreement remain unchanged and in full
force and effect. Each Party confirms that it has not delivered, and hereby irrevocably waives any right to deliver, any notice of termination
under Section 7.1(b) of the Purchase Agreement with respect to any period prior to the Amendment Date. This Amendment shall be deemed
to form part of the Purchase Agreement for all purposes.
3.
Governing Law.
This
Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws
principles.
4.
Counterparts.
This
Amendment may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
[
Signature
Page Follows
]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.
VIVOS THERAPEUTICS,
INC.
By:
/s/
R. Kirk Huntsman
Name:
R.
Kirk Huntsman
Title:
Chairman
and Chief Executive Officer
SOD SCIENCES, INC.
By:
/s/
Joseph M. Salvani
Name:
Joseph M.
Salvani
Title:
Chief Executive Officer

----- ex10-3.htm -----
EX-10.3
4
ex10-3.htm
EX-10.3
Exhibit 10.3
AMENDMENT
NO. 2 TO
MUTUAL
STOCK PURCHASE AND ASSET EXCHANGE AGREEMENT
This
Amendment No. 2 to Mutual Stock Purchase and Asset Exchange Agreement (this “
Amendment
”) is entered into as of October
16, 2026, by and between VIVOS THERAPEUTICS, INC., a Delaware corporation (“
Vivos
”), and SOD SCIENCES, INC., a Nevada
corporation (“
SOD
” and, together with Vivos, the “
Parties
”), and amends the Mutual Stock Purchase
and Asset Exchange Agreement dated as of October 14, 2026 between the Parties, as amended by the First Amendment thereto dated as of
October 15, 2026 (as so amended, the “Purchase Agreement”).
1.
Correction
of State of Incorporation.
The Parties acknowledge that SOD is, and at all times relevant
to the Purchase Agreement has been, a corporation incorporated and existing under the laws
of the State of Nevada, and that the description of SOD in the preamble of the Purchase Agreement
and elsewhere in the Transaction Documents as “a Florida corporation” was a mutual
scrivener’s error. Each reference in the Purchase Agreement, and in each certificate,
consent, instrument, or other document executed or delivered in connection with the Purchase
Agreement, to SOD as a Florida corporation is hereby amended to refer to SOD as a Nevada
corporation, and each such document shall be read and given effect accordingly, including
the representation in Section 4.1 of the Purchase Agreement, which is deemed to refer to
the State of Nevada. The error does not affect, and shall not be construed to affect, the
identity of the Parties or the validity, enforceability, or binding effect of the Purchase
Agreement or any other Transaction Document, each of which remains the valid and binding
obligation of SOD Sciences, Inc., a Nevada corporation. Except as expressly amended by this
Amendment and the First Amendment, the Purchase Agreement remains unchanged and in full force
and effect, and this Amendment shall be deemed to form part of the Purchase Agreement for
all purposes. This Amendment is governed by the laws of the State of Delaware, without regard
to conflict-of-laws principles, and may be executed in counterparts, including by electronic
signature, each of which is an original.
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
VIVOS THERAPEUTICS,
INC.
By:
/s/
R. Kirk Huntsman
Name:
R.
Kirk Huntsman
Title:
Chairman
and Chief Executive Officer
SOD SCIENCES, INC.
By:
/s/
Joseph M. Salvani
Name:
Joseph
M. Salvani
Title:
Chief Executive
Officer

----- ex10-4.htm -----
EX-10.4
5
ex10-4.htm
EX-10.4
Exhibit
10.4
ASSIGNMENT
AND CO-OWNERSHIP AGREEMENT (TEST INTEREST)
Pseudohypoxia
Early-Warning Test
This
Assignment and Co-Ownership Agreement (this “Agreement”) is entered into as of the Closing Date under the Mutual Stock Purchase
and Asset Exchange Agreement dated as of October 14, 2026 (as subsequently amended on October 15, 2026 and October 16, 2026, the “Purchase
Agreement”), by and between SOD SCIENCES, INC., a Nevada corporation (“SOD” or “Assignor”) and VIVOS THERAPEUTICS,
INC., a Delaware corporation (“Vivos” or “Assignee”). SOD and Vivos are sometimes referred to individually as
a “Party” and collectively as the “Parties.”
Recitals
A.
SOD owns or controls certain intellectual property, know-how, protocols, data rights, and related assets comprising the pseudohypoxia
early-warning test (as more particularly described on Schedule A, the “Test IP”).
B.
Concurrently herewith, the Parties are entering into a transaction pursuant to which Vivos will issue shares of a new series of convertible
preferred stock to SOD in exchange for, among other consideration, a 11% equity interest in SOD and a 50% undivided interest in the Test
IP.
C.
The Parties desire to effect the assignment of a 50% undivided interest in the Test IP to Vivos and to set forth the terms of co-ownership
and joint exploitation of the Test IP.
Agreement
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the related transaction documents, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Assignment of Interest
Effective
as of the Closing Date under the Purchase Agreement, SOD hereby assigns, transfers, and conveys to Vivos, and Vivos hereby accepts, an
undivided fifty percent (50%) interest in and to the Test IP (the “Assigned Interest”), free and clear of all liens, claims,
and encumbrances except as disclosed on Schedule A. The Assigned Interest includes all right, title, and interest of SOD in and to the
Test IP to the extent of such 50% undivided interest, including without limitation all patent rights, patent applications, know-how,
trade secrets, protocols, data, improvements, and the right to claim priority therefrom.
SOD
retains the remaining undivided fifty percent (50%) interest in the Test IP. From and after the Closing Date, SOD and Vivos shall be
co-owners of the Test IP as tenants in common, each holding an undivided 50% interest.
For
purposes of this Agreement, “Test” and “Test IP” include all modified, rebranded, successor, and derivative versions
of the pseudohypoxia early-warning test and related intellectual property developed by SOD, or jointly by SOD and Vivos, to the extent
based on or derived from the Test IP described on Schedule A, all of which shall be jointly owned by the Parties as part of the Test
IP; provided, however, that Vivos shall solely own all right, title, and interest in and to all improvements, modifications, and derivative
works of the Test IP developed solely by or for Vivos (“Vivos Derivatives”), subject only to the license set forth in Section
2.E, and neither the Vivos Derivatives nor any Vivos Background IP shall constitute Test IP. “Vivos Background IP” means
all intellectual property, know-how, data, products, devices, and technology owned or controlled by Vivos as of the Closing Date or developed
by or for Vivos independently of the Test IP, including Vivos’s at-home oxygen desaturation and recovery testing technology, oral
appliances, and related devices and services, and all improvements thereto, whether or not used in connection with the Test.
2.
Co-Ownership and Exploitation Rights
Each
Party shall have the following rights with respect to the Test IP:
A.
Equal right to exploit and
commercialize the Test IP and to grant non-exclusive licenses and sublicenses under the Test IP, subject to the economic arrangements
set forth in Section 3 and the restrictions below; provided that neither Party shall grant any license or sublicense under the Test
IP to a third party (other than end-user rights incident to sales of the Test in the ordinary course) without the prior written consent
of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, and each Party shall provide the other
with a copy of any such license or sublicense promptly after execution.
B.
Equal right to enforce the
Test IP against third parties, provided that the enforcing Party shall notify the other Party in advance and the Parties shall reasonably
cooperate in any enforcement action. The enforcing Party shall bear all costs and expenses of any enforcement action it brings.
If,
and only if, such enforcement action results in a monetary recovery (whether by judgment, award, or settlement), such recovery shall
first be applied to reimburse the enforcing Party for one hundred percent (100%) of its enforcement costs and expenses (including reasonable
attorneys’ and expert fees), and any remainder shall be shared 50/50 by the Parties. Each Party covenants that, upon the written
request of the other Party (and at the requesting Party’s expense), it shall join as a party plaintiff in any infringement action
and shall not refuse to join. Neither Party may settle any enforcement action in a manner that impairs the other Party’s rights
in the Test IP without the prior written consent of the other Party. Without limiting the foregoing, the terms of any settlement, consent
judgment, or other compromise of any enforcement action or proceeding shall require the mutual written agreement of both Parties, and
neither Party shall, in connection with any such settlement or compromise, admit any fact, liability, invalidity, or unenforceability,
or make any statement against interest, that is binding upon or attributable to the other Party without the other Party’s prior
written consent. The foregoing applies equally to defense of validity challenges, including inter partes reviews and other post-grant
proceedings.
C.
Neither Party may grant an
exclusive license under the Test IP without the prior written consent of the other Party.
D.
Neither Party may assign,
transfer, or encumber its interest in the Test IP without the prior written consent of the other Party, except (a) to an affiliate
or (b) in connection with a sale of all or substantially all of its assets or equity, provided in each case that the transferee agrees
in writing to be bound by all terms of this Agreement. Vivos shall have a right of first refusal on any proposed transfer of SOD’s
retained interest in the Test IP, exercisable within thirty (30) days after written notice of the terms of the proposed transfer.
E.
Improvements and derivative
works to the Test IP developed solely by SOD or jointly by the Parties shall be co-owned by the Parties as part of the Test IP (subject
to the 50/50 economic
arrangements in Section 3). Improvements developed
solely by Vivos shall be owned by Vivos, subject to a non-exclusive, royalty-free, non-sublicensable license to SOD, transferable only
together with a permitted transfer of SOD’s interest under Section 2.D, solely for use in connection with the Test and subject
to the economic arrangements in Section 3. Each Party shall promptly disclose to the other in writing any improvement to the Test IP
that is co-owned under this Section 2.E.
3.
Economic Arrangements
The
Parties shall split fifty-fifty (50/50) all revenue and consideration from exploitation of the Test IP, including contribution margin
on every sale of the Test (and any modified, rebranded, or successor version) through any channel and all royalty, license, sublicense,
and other exploitation revenue, regardless of which Party makes the sale or grants the license. “Contribution margin” means
net revenue less direct costs of goods sold and direct channel costs attributable to the sale. For clarity, revenue from products or
services other than the Test (including Vivos’s oral appliances, devices, treatment services, and other products embodying Vivos
Background IP, even if sold together with or following the Test) is not subject to sharing, and only the portion of any bundled price
reasonably allocable to the Test shall be shared. The Parties shall reconcile all such amounts on a quarterly basis and settle any amounts
due within thirty (30) days after each quarter-end.
Costs
of patent prosecution, maintenance, and defense shall be shared equally by the Parties unless otherwise agreed in writing. Either Party
may, upon thirty (30) days’ prior written notice, elect to assume sole control and cost of prosecution or maintenance of any particular
application or patent in any jurisdiction if the other Party elects not to participate in the costs for that matter; in such case the
non-participating Party’s interest in that application or patent shall be assigned to the participating Party in that jurisdiction
only.
Neither
Party shall abandon, allow to lapse, or materially narrow the claims of any patent application or patent covering the Test IP without
at least thirty (30) days’ prior written notice to the other Party. The other Party shall have a step-in right to assume control
and cost of such application or patent (with corresponding ownership consequences in that jurisdiction as set forth above) if it so elects
within the notice period.
4.
Representations and Warranties of SOD
SOD
represents and warrants to Vivos that:
A.
SOD is the sole and exclusive
owner of the Test IP and has the full right and authority to assign the Assigned Interest.
B.
The Test IP is free and clear
of all liens, security interests, and encumbrances except as disclosed on Schedule A.
C.
SOD has not granted any exclusive
license or other right that would conflict with the Assigned Interest.
D.
The execution and performance
of this Agreement have been duly authorized by all necessary corporate action of SOD.
E.
Schedule A sets forth a complete
and accurate list of all patents and patent applications included in the Test IP, and each inventor and other person who contributed
to the conception or development of the Test IP has executed a valid and enforceable written assignment of all such person’s
rights therein to SOD.
F.
No government, university,
hospital, or other third party has any ownership interest in, license to, or other right in the Test IP, and none of the Test IP was
developed using funding, facilities, or personnel of any such party.
G.
To SOD’s knowledge,
the practice of the Test IP does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party;
SOD has taken reasonable measures to protect the confidentiality of the trade secrets included in the Test IP; and SOD has not made
any public disclosure of the Test IP that would reasonably be expected to bar or impair patentability.
H.
The representations and warranties
in Sections 4.A, 4.B, and 4.E shall survive until sixty (60) days after expiration of the applicable statute of limitations, and the
remaining representations and warranties in this Section 4 shall survive for the period set forth in Section 8.1 of the Purchase Agreement.
5.
Further Assurances; Technology Transfer; Confidentiality
Each
Party shall, from time to time after the Closing Date, upon the reasonable request of the other Party and at the requesting
Party’s expense (except as otherwise provided herein), promptly execute, acknowledge, and deliver all such further
instruments, documents, and assurances, and take all such further actions, as may be reasonably necessary or desirable to (a)
perfect, evidence, or protect the Assigned Interest, (b) carry out the intent and purposes of this Agreement, and (c) enable the
requesting Party to fully exercise and enjoy the rights and benefits of its interest in the Test IP. Without limiting the generality
of the foregoing, SOD shall, promptly upon Vivos’s request (and, with respect to clauses A, C, and E below and the Covenant to
Record, at SOD’s sole expense):
A.
Execute and deliver any confirmatory
assignments, short-form assignments suitable for recordation, or other instruments necessary to evidence or perfect Vivos’s undivided
50% interest in the Test IP;
B.
Cooperate in the preparation,
filing, and prosecution of any patent applications covering the Test IP, and execute all documents reasonably required to maintain,
defend, or enforce such applications and any resulting patents;
C.
Cause the Assigned Interest
to be recorded with the United States Patent and Trademark Office and any applicable foreign patent offices promptly after the filing
of any patent application covering the Test IP (or, if any such application has already been filed, within thirty (30) days after the
Closing Date), and provide Vivos with evidence of such recordation;
D.
Provide reasonable access
to inventors, technical personnel, and relevant records as needed to support patent prosecution, enforcement, or commercialization
of the Test IP; and
E.
Execute any documents and
take any actions reasonably necessary to correct any defect in title or to remove any undisclosed encumbrance on the Test IP.
Covenant
to Record: Promptly following the filing of any patent application (provisional or non-provisional) in the United States or any foreign
jurisdiction that covers or claims any portion of the Test IP, SOD shall prepare, execute, and cause to be recorded with the United States
Patent and Trademark Office (or the applicable foreign patent office) an assignment or confirmatory assignment reflecting Vivos’s
undivided 50% co-ownership interest in such patent application and any resulting patent, and shall provide Vivos with evidence of such
recordation within fifteen (15) business days after the recording is effected. If any patent application covering the Test IP has already
been filed as of the Closing Date, SOD shall effect such recordation within thirty (30) days after the Closing Date. SOD shall reasonably
cooperate with Vivos in the preparation and filing of all documents necessary to effect such recordation.
Technology
Transfer: Within thirty (30) days after the Closing Date, SOD shall deliver to Vivos complete copies of all protocols, validation data,
clinical protocols, regulatory files, laboratory records, and other know-how and data comprising the Test IP in SOD’s possession
or control. Thereafter, SOD shall provide Vivos with ongoing reasonable access to clinical and regulatory data relating to the Test IP
upon request.
Confidentiality
and Publication Controls: Each Party shall maintain in strict confidence all trade secrets, know-how, protocols, data, and other confidential
information comprising the Test IP, and shall not disclose such information to any third party except under written confidentiality obligations
no less restrictive than those herein or as required by law. Neither Party shall publish, present, or otherwise publicly disclose any
aspect of the Test IP (including unpublished data or know-how) without providing the other Party at least thirty (30) days’ prior
written notice and an opportunity to review and comment, and without obtaining the other Party’s prior written consent if such
disclosure would reasonably be expected to impair patentability or trade-secret status. Nothing in this Section 5 shall restrict either
Party from disclosing the existence and general terms of this Agreement, or a general description of the Test, in filings or public statements
required by law or the rules of the Securities and Exchange Commission or any securities exchange.
If
either Party fails to execute any such document or take any such action within ten (10) business days after written request, the other
Party is hereby irrevocably appointed as attorney-in-fact for the non-performing Party (coupled with an interest) to execute and deliver
such documents and take such actions in the non-performing Party’s name, solely to the extent necessary to perfect or evidence
the Assigned Interest or otherwise carry out the purposes of this Section 5. This power of attorney is coupled with an interest and shall
be irrevocable.
The
obligations under this Section 5 shall survive the Closing Date indefinitely.
6.
Term and Termination; Exit Mechanism
This
Agreement shall continue for so long as the Test IP remains in force. If either Party wishes to terminate co-ownership or exit, it may
deliver written notice of its desire to sell its interest. The other Party shall have thirty (30) days to elect to purchase the interest
at a price equal to the fair market value of the interest as determined by an independent appraiser mutually selected by the Parties
(or, if they cannot agree within ten (10) days, by an appraiser designated by the American Arbitration Association), the cost of which
shall be shared equally by the Parties. If the other Party does not elect to purchase, the initiating Party may, within one hundred eighty
(180) days thereafter, sell its interest to a third party at a price not less than such appraised fair market value and on other terms
no more favorable to the third party than
those offered to the other
Party, subject to the transfer restrictions in Section 2 (including the requirement that the transferee agree in writing to be bound
by all terms of this Agreement); provided that the other Party may withhold consent to any such sale to a direct competitor of the other
Party.
7.
Miscellaneous
This
Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles. This Agreement, together
with the related transaction documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and
supersedes all prior negotiations and agreements. This Agreement may be executed in counterparts, including by electronic signature.
Any amendment must be in writing and signed by both Parties.
IN
WITNESS WHEREOF, the Parties have executed this Assignment and Co-Ownership Agreement as of the Closing Date.
SOD SCIENCES, INC.
By:
/s/
Joseph M. Salvani
Name:
Joseph M.
Salvani
Title:
Chief Executive
Officer
VIVOS THERAPEUTICS,
INC.
By:
/s/
R. Kirk Huntsman
Name:
R. Kirk
Huntsman
Title:
Chairman
and Chief Executive Officer
Schedule
A
[Omitted pursuant to
Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedule to the Securities and
Exchange Commission or its staff upon request.]

----- ex3-1.htm -----
EX-3.1
2
ex3-1.htm
EX-3.1
Exhibit
3.1
CERTIFICATE
OF DESIGNATIONS
OF
SERIES
C CONVERTIBLE PREFERRED STOCK
OF
VIVOS
THERAPEUTICS, INC.
Pursuant
to Section 151 of the General Corporation Law of the State of Delaware
Vivos
Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in
accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby certify that, pursuant
to the authority conferred upon the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation, as
amended, the Board of Directors of the Corporation has duly adopted the following resolution:
RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions of the
Certificate of Incorporation of the Corporation, as amended, a series of preferred stock of the Corporation be, and it hereby is, created,
and that the designation and number of shares thereof and the voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, are as follows:
Section
1. Designation and Amount.
The
series of preferred stock shall be designated as “Series C Convertible Preferred Stock” (the “Preferred Stock”)
and the number of shares so designated shall be 12,000 shares, which number may be increased or decreased by resolution of the Board
of Directors; provided, however, that no decrease shall reduce the number of shares of Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, warrants or other
rights.
Section
2. Stated Value.
Each
share of Preferred Stock shall have a stated value of $1,000 per share (the “Stated Value”), such that the aggregate Stated
Value of all shares of Preferred Stock issued pursuant to the Mutual Stock Purchase and Asset Exchange Agreement dated as of October
14, 2026 (the “Purchase Agreement”) equals Twelve Million Dollars ($12,000,000).
Section
3. Rank.
The
Preferred Stock shall, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, rank
(a) pari passu with the Series A Convertible Preferred Stock of the Corporation and the Series B Non-Convertible Preferred Stock of the
Corporation and (b) senior to the Common Stock of the Corporation and to any other class or series of capital stock of the Corporation
the terms of which do not expressly provide that it ranks senior to or pari passu with the Preferred Stock.
Section
4. Dividends.
(a)
The
Preferred Stock shall not be entitled to any mandatory or cumulative dividends.
(b)
The
Preferred Stock shall participate with the Common Stock on an as-converted basis in any dividends
declared or paid on the Common Stock. Any such participating dividend may be paid, at the
election of the Corporation, in cash or in shares of Common Stock valued at the Conversion
Price then in effect.
Section
5. Liquidation.
Upon
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock shall rank pari passu with
the Series A Convertible Preferred Stock and the Series B Non-Convertible Preferred Stock and senior to the Common Stock. The holders
of Preferred Stock shall not be entitled to any further participation in the remaining assets of the Corporation beyond such ranking,
except as provided in Section 4 with respect to participating dividends.
Section
6. Conversion.
(a)
Optional
Conversion. Each share of Preferred Stock shall be convertible, at the option of the holder
thereof, at any time and from time to time, into that number of shares of Common Stock determined
by dividing the Stated Value by the Conversion Price then in effect.
(b)
Conversion
Price. The initial Conversion Price shall be $0.15 per share of Common Stock; provided that,
if Nasdaq’s Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) on the date of
signing of the Purchase Agreement is $0.15 or higher, the Conversion Price shall be $0.01
above such Minimum Price. The Conversion Price is fixed as of the date of signing of the
Purchase Agreement and shall not be subject to any price reset or other adjustment except
as provided in Section 6(c).
(c)
Adjustments.
The Conversion Price and the number of shares of Common Stock issuable upon conversion shall
be adjusted proportionally for any stock split, reverse stock split, stock combination, stock
dividend or similar event so that the percentage of the outstanding Common Stock represented
by the shares issuable upon conversion (subject to the Exchange Cap) is not increased as
a result of such event.
(d)
Mechanics.
Conversion shall be effected by surrender of the certificate or book-entry evidence representing
the shares to be converted, together with a written notice of conversion, at the principal
office of the Corporation or its transfer agent. The Corporation shall issue the Common Stock
issuable upon conversion within the time periods customarily required under applicable law
and the rules of Nasdaq.
Section
7. Exchange Cap.
Notwithstanding
anything to the contrary herein, the aggregate number of shares of Common Stock issuable upon conversion of the Preferred Stock shall
not exceed 19.99% of the number of shares of Common Stock outstanding immediately prior to the signing of the Purchase Agreement (the
“Exchange Cap”), unless and until the stockholders of the Corporation have approved the issuance of Common Stock upon conversion
of the Preferred Stock in excess of the Exchange Cap for purposes of Nasdaq Listing Rule 5635(a). The Exchange Cap shall not be waivable
by the Corporation or any holder and shall not lift except upon such prior stockholder approval. Any shares of Common Stock issued upon
conversion of the Preferred Stock under the Exchange Cap shall not be entitled to vote on any proposal to approve the issuance of shares
in excess of the Exchange Cap.
Section
8. Beneficial Ownership Limitation.
Notwithstanding
anything to the contrary herein, the Corporation shall not effect any conversion of Preferred Stock, and a holder shall not have the
right to convert any portion of Preferred Stock, to the extent that, after giving effect to such conversion, the holder (together with
the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates)
would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock issuable upon conversion of Preferred Stock (the “Beneficial Ownership Limitation”). The
Beneficial Ownership Limitation may be waived by a holder, upon not less than 61 days’ prior written notice to the Corporation,
to up to 9.99%. The provisions of this Section 8 shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 8 to correct this Section 8 (or any portion hereof) which may be defective or inconsistent with the intended
beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation.
Section
9. Voting Rights.
Except
as otherwise required by law, the holders of Preferred Stock shall be entitled to vote on an as-converted basis with the holders of Common
Stock on all matters submitted to a vote of the holders of Common Stock, subject to the lesser of the Beneficial Ownership Limitation
(as adjusted if waived) and the Exchange Cap. The Preferred Stock shall not entitle the holders thereof to any right to elect directors
or to any board observer rights.
Section
10. No Redemption or Cash Settlement.
The
Preferred Stock shall not be redeemable at the option of the Corporation or any holder. There shall be no holder put right, no mandatory
conversion into any cash-settleable instrument, and no cash-settlement feature of any kind with respect to the Preferred Stock or the
shares of Common Stock issuable upon conversion thereof.
Section
11. Reservation of Shares.
The
Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock a sufficient number
of shares to permit the conversion of all outstanding shares of Preferred Stock, subject to the Exchange Cap.
Section
12. Transferability.
The
Preferred Stock and the shares of Common Stock issuable upon conversion thereof shall be subject to restrictions on transfer under the
Securities Act of 1933, as amended, and applicable state securities laws.
Section
13. Miscellaneous.
The
Corporation may issue shares of Preferred Stock in fractional amounts. Any notice required or permitted hereunder shall be given in writing
in the manner provided in the Purchase Agreement.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by its duly authorized officer this 15 day
of October, 2026.
VIVOS THERAPEUTICS,
INC.
By:
/s/
R. Kirk Huntsman
Name:
R.
Kirk Huntsman
Title:
Chairman
and Chief Executive Officer

----- ex99-1.htm -----
EX-99.1
6
ex99-1.htm
EX-99.1
Exhibit 99.1
Vivos
Therapeutics Closes Acquisition of Stake in SOD Sciences and 50% Interest in Pseudohypoxia Test, Opening a Potential Path to Access More
Than 325,000 New Patients Through the AHA Channel
Transaction
Expected to Add More Than $10 Million to Stockholders’ Equity as Vivos Forms Strategic Alliances Offering Potential New Revenue
and Profit Opportunities
LITTLETON,
Colo., October 19, 2026
— Vivos Therapeutics, Inc. (Nasdaq: VVOS) (“Vivos” or the “Company”) today
announced that it has closed its acquisition of an 11% fully diluted equity interest in SOD Sciences, Inc. (“SOD Sciences”
or “SOD”) and a 50% undivided co-ownership interest in SOD’s pseudohypoxia early-warning test, the “Primed Cell
for Chronic Disease” test. In exchange, Vivos issued to SOD 12,000 shares of newly created Series C Convertible Preferred Stock
with an aggregate stated value of $12 million. No cash consideration was paid by either party. Through the joint marketing arrangement
to be negotiated with SOD following closing and SOD’s marketing relationship with Florida based CLIA-certified lab American Health
Associates (“AHA”), Vivos also expects to obtain the opportunity to test and treat AHA’s more than 325,000 existing
patients at approximately 3,000 assisted living facilities and nursing homes, many of whom are believed to be at elevated risk for OSA
and for chronic diseases such as diabetes, cancer, and cardiovascular disease, subject to the negotiation and execution of definitive
agreements and to final approval of the bankruptcy court in AHA’s pending bankruptcy proceeding.
“Today
Vivos became more than a healthcare company just treating sleep apnea,” said R. Kirk Huntsman, Chairman and Chief Executive Officer
of Vivos. “We expect this transaction to add more than $10 million to our stockholders’ equity, and we now own half of a
test designed to identify patients whose sleep apnea may be contributing to chronic disease. With more than 2,600 sleep centers in the
country and SOD’s channel partners behind us, we intend to take that test nationwide, and our FDA-cleared appliances treat the
obstructive sleep apnea that may be contributing to the condition the test is designed to identify.”
The
transaction at a glance
●
$10,380,000
of expected additional stockholders’ equity.
Vivos issued 12,000 shares of Series
C Convertible Preferred Stock with an aggregate stated value of $12,000,000, convertible
at a fixed conversion price of $0.15 per share into up to 80,000,000 shares of common stock,
subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership
limitation (which the holder may increase to 9.99% on 61 days’ notice). The conversion
price represented a premium to the closing price of Vivos’ common stock on the date
the agreement was signed. Vivos expects to record the SOD interest and the test interest
as assets at fair value and to classify the preferred stock in permanent stockholders’
equity, resulting in an expected increase in stockholders’ equity of more than $10
million, subject to completion of the final valuation and review by the Company’s independent
registered public accounting firm.
●
Half
of a new test.
Vivos owns an undivided 50% interest in the pseudohypoxia test and related
intellectual property and is entitled to 50% of the contribution margin on sales of the test
through any channel, by either company. Contribution margin should not be equated with revenue,
net income or cash flow.
●
A
potential national market.
Following closing, Vivos and SOD expect to negotiate a separate
agreement under which SOD’s ReBalU Protocol would be marketed to Vivos customers and
U.S. sleep-testing centers on a 50/50 economic sharing basis. The Company believes the pseudohypoxia
test could expand its diagnostic and therapeutic services offerings to the more than 2,600
sleep testing centers nationwide, to the more than 2,500 multi-location cardiology medical
practices in the U.S., and to the approximately 3,000 assisted living centers and nursing
homes currently serviced by AHA.
●
New
channels for Vivos products.
Under the joint marketing agreement to be negotiated following
closing, SOD would market Vivos’ testing and device products through its AHA marketing
relationship and its existing relationship with Cleveland Clinic Weston, with Vivos expected
to retain the revenue from its sleep testing services and 80% of the contribution margin
on sales of Vivos products through those channels (with SOD receiving 20%).
Management
believes the closing of this transaction has the potential to be a transformational event for Vivos that could reshape and expand the
Company’s market and services offerings to hundreds of thousands of new patients at high risk for OSA and related chronic diseases.
SOD Sciences is expected to provide Vivos with new diagnostic and therapy products that Vivos believes to be highly synergistic with
its core FDA-cleared and proprietary OSA treatment methods and technologies, subject to clinical validation and applicable regulatory
requirements.
In
addition, the close collaboration with SOD Sciences is expected to provide Vivos with access to established distribution channels, such
as Cleveland Clinic Weston (Florida) and AHA, subject to the negotiation and execution of definitive agreements. Vivos management expects
to meet later this week with senior clinical and administrative leadership at both the Cleveland Clinic (Florida) and AHA to begin working
through execution logistics and timelines.
Management
believes that, if definitive agreements with AHA are executed and the channel is implemented as contemplated, the AHA channel could represent
a meaningful, potentially multi-million dollar, OSA sleep testing revenue opportunity for Vivos beginning in 2027, with limited capital
and staffing outlays from Vivos. Management also sees potential additional revenue from Vivos oral appliance product sales and other
related treatments. Remote patient monitoring and patient turnover in the target facilities may represent further revenue and profit
opportunities that the Company would seek to quantify once the relationship is underway and further data is collected.
Any
potential revenue or margin from the pseudohypoxia test or related products will depend on clinical validation, regulatory status, channel
execution, testing volume, realized pricing, and the costs allocated under the definitive agreements. This release does not establish
that the test predicts any conditions. Vivos’ oral-appliance FDA clearances do not extend to the test. Any potential revenue or
margin from the AHA relationship remains subject to entry into definitive agreements and bankruptcy court approval.
Nasdaq
Stockholders’ Equity Requirement
As
previously disclosed, in April 2026 the Company received a notice from The Nasdaq Stock Market LLC that it did not satisfy the minimum
stockholders’ equity requirement of $2.5 million for continued listing under Nasdaq Listing Rule 5550(b)(1). The Company believes
that, giving effect to the transaction and the expected classification of the Series C Convertible Preferred Stock in permanent stockholders’
equity, its stockholders’ equity exceeds that requirement. Any determination that the Company has regained compliance is subject
to Nasdaq’s review, and no assurance can be given that Nasdaq will concur or that the Company will be able to maintain compliance
with this or any other continued listing requirement.
While
the Company believes it has regained compliance with the stockholders’ equity requirement as a result of the closing of the transaction
described herein, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement
and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.
About
Vivos Therapeutics
Vivos
Therapeutics, Inc. (Nasdaq: VVOS) is a medical technology and healthcare services company focused on developing and commercializing innovative
diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities
such as obstructive sleep apnea (OSA) and snoring in adults. Vivos’ devices have been cleared by the U.S. Food and Drug Administration
(FDA) for adult patients diagnosed with all severity levels of OSA and moderate-to-severe OSA in children ages 6 to 17. For more information,
visit www.vivos.com.
About
SOD Sciences
SOD
Sciences, Inc. is a precision-health company and the developer of the ReBalU Protocol, which combines genetic and biomarker testing with
a nutrition-based program and follow-up testing. SOD is also developing applications of its platform related to pseudohypoxia, including
the pseudohypoxia early-warning test.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, statements regarding: the expected increase in the Company’s stockholders’ equity and the anticipated
accounting treatment of the Series C Convertible Preferred Stock and the acquired interests; the Company’s compliance with Nasdaq
continued listing requirements; the negotiation and execution of the joint marketing agreement, the sleep-center agreement and definitive
agreements with AHA and Cleveland Clinic Weston; the Company’s ability to test and treat patients through the AHA channel, including
the outcome of AHA’s bankruptcy proceeding; the clinical utility, validation, regulatory status and commercial potential of the
pseudohypoxia test and the ReBalU Protocol; anticipated revenue, margin and profit opportunities; the stockholder approval to be sought
under Nasdaq Listing Rule 5635(a); and the expected benefits of the transaction. Words such as “expects,” “believes,”
“intends,” “potential,” “could,” “may,” “would,” “contemplated”
and similar expressions identify forward-looking statements.
These
statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results
to differ materially, including, without limitation, the risks that: (i) the Company’s independent registered public accounting
firm or Nasdaq reaches conclusions regarding the accounting treatment of the transaction or the Company’s stockholders’ equity
that differ from those anticipated; (ii) the Company does not regain or maintain compliance with Nasdaq’s continued listing requirements;
(iii) the joint marketing agreement, the sleep-center agreement and definitive agreements with AHA and Cleveland Clinic Weston are not
executed on the anticipated terms or at all; (iv) AHA does not emerge from bankruptcy, or the bankruptcy court does not approve the arrangements
contemplated, on the anticipated timetable or at all; (v) the pseudohypoxia test does not achieve clinical validation, regulatory clearance
or market acceptance; (vi) the anticipated revenue, margin and other benefits of the transaction are not realized; (vii) stockholder
approval of the issuance of common stock upon conversion of the Series C Convertible Preferred Stock in excess of the exchange cap is
not obtained; (viii) conversion of the Series C Convertible Preferred Stock results in dilution to existing stockholders; and (ix) the
other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q.
Forward-looking
statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by law.
Investor
and media contacts
Vivos
Therapeutics, Inc.: Investor Relations, investors@vivoslife.com
SOD
Sciences, Inc.: info@sodsciences.com