Vivos Therapeutics has agreed to acquire an 11% fully diluted stake in SOD Sciences and a 50% co-ownership interest in SOD’s pseudohypoxia early-warning test. The transaction involves 12,000 newly created Series C convertible preferred shares valued at $12 million, with no cash payment at closing.
The proposed arrangement could give Vivos access to collaboration opportunities connected to Cleveland Clinic Weston and marketing through American Health Associates, which serves residents of about 3,000 assisted-living and nursing-home facilities across 25 states. Any channel agreements remain subject to further negotiation, regulatory and clinical requirements, and execution of definitive contracts.
Under the contemplated economics, Vivos would retain 80% of the contribution margin from sales of its products through those channels and receive half of the contribution margin from sales of the jointly owned test. Those figures are not equivalent to consolidated revenue, net income or cash flow, and the commercial opportunity depends on validation, regulatory status, sales volume, pricing and allocated costs.
Vivos expects the preferred stock to be classified in permanent stockholders’ equity and the acquired interests to be recorded at fair value, subject to valuation and accounting review. The company said the transaction could increase reported stockholders’ equity and support its effort to regain compliance with Nasdaq’s minimum-equity rules, although both the accounting treatment and Nasdaq’s determination remain unresolved.
If it regains compliance, Vivos plans to seek additional capital and is targeting positive cash flow and profitability in early 2027. The transaction does not establish that the pseudohypoxia test predicts cancer or other chronic disease, and Vivos’ existing FDA clearances for oral appliances do not extend to the test.