Vivos Therapeutics: acquires 11% of SOD Sciences and co-owns test IP

What happened

• Vivos Therapeutics, Inc. reported that on Oct 16, 2026 it completed the Closing under a Mutual Stock Purchase and Asset Exchange Agreement with SOD Sciences, Inc. The Company acquired 3,057,879 shares of SOD common stock (at least 11% of SOD’s fully diluted capital stock) and an undivided 50% co-ownership interest in SOD’s pseudohypoxia early-warning test and related intellectual property, in exchange for issuing 12,000 shares of the Company’s Series C Convertible Preferred Stock.

Key details

• Closing date: Oct 16, 2026; First Amendment extended the outside date to Oct 16, 2026 and Amendment No. 2 corrected a scrivener’s error regarding SOD’s state of incorporation.
• Consideration: 12,000 shares of Series C Convertible Preferred Stock, par value $0.0001, stated value $1,000 per share, aggregate stated value $12,000,000; no cash was paid.
• Conversion terms and limits: conversion price $0.15, 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 may be issued upon conversion (based on 19.99% of 33,609,393 common shares outstanding prior to signing).
• Securities treatment: the Series C Preferred and the common shares issuable on conversion were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act; SOD represented it acquired the Series C Preferred for its own account for investment and not for distribution.
• Co-ownership terms: Company and SOD hold the Test IP as tenants in common, share equally all revenue and consideration and the costs of patent prosecution, maintenance and enforcement, have mutual consent rights over licenses and settlements, a right of first refusal on transfers of SOD’s retained interest, and a buy-sell exit mechanism at independently appraised fair market value. SOD must record the assignment of the Test Interest with the U.S. Patent and Trademark Office and applicable foreign authorities within 30 days after Closing.
• Disclosure and filing items: press release announcing the Closing was furnished on Oct 19, 2026; the filing updates unaudited pro forma stockholders’ equity to approximately $6,600,000 as of Jun 30, 2026 giving effect to the transaction and states the Company believes its stockholders’ equity exceeds Nasdaq’s $2,500,000 minimum requirement as of the date of the Current Report.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) and Item 2.01 (completion of acquisition or disposition of assets), and it includes information under Item 3.02/3.03 (unregistered sale of equity securities and modification of rights) regarding the issuance and conversion limits of the Series C Preferred. The filing also includes Item 7.01 (Regulation FD disclosure via press release) and Item 8.01 (other events) discussing Nasdaq Listing Rule 5550(b)(1) compliance and pro forma stockholders’ equity. A filing does not show why the insider traded or why the company acted.