Vivos Therapeutics: enters stock purchase and asset exchange agreement

What happened

• Vivos Therapeutics, Inc. announced that on Oct 14, 2026 it entered into a Mutual Stock Purchase and Asset Exchange Agreement with SOD Sciences, Inc. Under the agreement, at the expected closing on Oct 15, 2026, the company will issue to SOD 12,000 shares of newly created Series C Convertible Preferred Stock with an aggregate stated value of $12,000,000 in exchange for 2,907,338 shares of SOD common stock and a 50% co-ownership interest in the ReBalU Protocol pseudohypoxia early-warning test and related intellectual property (the Test).

Key details

• Series C Convertible Preferred Stock: 12,000 shares, par value $0.0001 per share, stated value $1,000 per share, aggregate stated value $12,000,000.
• Conversion terms: conversion price fixed at $0.15 per share; at $0.15 convertible into up to 80,000,000 shares of common stock in the aggregate; exchange cap limits common shares issuable on conversion to 19.99% of outstanding common stock immediately prior to signing; beneficial ownership limit of 4.99%, which may be increased to 9.99% after 61 days’ notice.
• Asset and commercial terms: SOD will convey a 50% undivided interest in the Test to Vivos; the parties will hold Test intellectual property as tenants in common and split revenue 50/50 on exploitation of the Test; minimum commercial terms in the agreement require the company to retain 80% of contribution margin on sales of company products through certain channels with SOD receiving 20%, and a 50/50 split of contribution margin on Test sales.
• Closing conditions and other items: closing conditioned on an independent valuation supporting $12,000,000 equity recording, accounting concurrence on equity classification, written consent from Streeterville Capital, LLC, submission of a Nasdaq notification with no objection, and receipt of SOD closing deliverables; SOD agreed to a standstill on additional equity issuances through Apr 16, 2027 and a pro rata participation right to maintain the company’s at least 11% fully diluted ownership of SOD.

Why it may matter

• Item reported: this Form 8-K reports an Item 1.01 entry into a material definitive agreement (the Mutual Stock Purchase and Asset Exchange Agreement and an Assignment and Co-Ownership Agreement for the Test), Item 7.01 furnishing of a press release, and Item 8.01 disclosure relating to Nasdaq Listing Rule 5550(b)(1) and unaudited pro forma condensed balance sheet information as of Jun 30, 2026 giving effect to the transaction. The filing describes the securities to be issued, the intellectual property co-ownership, conversion limits, and closing conditions. The filing does not show why the insider traded or why the company acted.