Vivos Therapeutics (NASDAQ: VVOS) shares rose 4.23% to close at $0.1406 in Tuesday’s regular session after the medical technology company announced it had completed its acquisition of interests in SOD Sciences.
The stock recovered from a new 52-week low of $0.1240 reached earlier in the session but remained far below its 52-week high of $3.1050.
The transaction gave Vivos an 11% fully diluted equity stake in SOD Sciences Inc. and a 50% co-ownership interest in SOD’s pseudohypoxia early-warning test, known as the Primed Cell for Chronic Disease test.
Vivos completed the transaction on October 16 and announced it on October 19. The company issued 12,000 shares of newly created Series C Convertible Preferred Stock with a total stated value of $12 million in exchange for the interests. Neither party paid cash.
Acquisition Expected to Add $10.38 Million to Stockholders’ Equity
Vivos expects the acquisition to increase its stockholders’ equity by approximately $10.38 million, subject to final valuation and independent accounting review.
Nasdaq notified Vivos in April that its stockholders’ equity as reported for December 31, 2025, fell below the exchange’s $2.5 million minimum. The company believes the acquisition would bring it above that threshold, subject to Nasdaq’s independent review.
The preferred shares carry a fixed conversion price of $0.15 per common share, representing up to 80 million common shares if fully converted. That potential issuance equals approximately 238% of the 33,609,393 common shares outstanding as of October 9.
Vivos’ preliminary proxy proposes a November 18 shareholder vote to authorize issuance above the 19.99% exchange cap. Separate restrictions on the holder’s ownership percentage would remain in place.
The projected equity increase would not resolve Vivos’ separate deficiency under Nasdaq’s $1 minimum bid-price requirement, while future conversion of the preferred shares could dilute existing shareholders.
SOD Test Rights and Proposed Distribution Agreements
The acquisition gives Vivos joint ownership of the test and related intellectual property, plus an entitlement to 50% of the contribution margin from test sales through any channel, whether sold by Vivos or SOD. Contribution margin represents sales revenue after specified associated costs, rather than net profit or cash flow.
The test is intended to identify patterns associated with pseudohypoxia, a cellular response resembling insufficient oxygen availability. The test has not yet been clinically validated as a predictor of chronic diseases and remains subject to applicable regulatory requirements. Vivos’ existing FDA clearances for obstructive sleep apnea treatment devices do not extend to the test.
The transaction also creates a potential route to patients served by American Health Associates (AHA), a clinical laboratory with more than 325,000 patients across approximately 3,000 assisted-living facilities and nursing homes.
Vivos and SOD must still negotiate definitive commercial agreements, and the proposed AHA arrangement requires bankruptcy court approval because AHA is undergoing bankruptcy proceedings. The acquisition itself does not guarantee Vivos access to those patients.
Under a separate proposed marketing arrangement, SOD would distribute Vivos’ sleep-testing and device products through its relationships with AHA and Cleveland Clinic Weston. Vivos expects to retain revenue from its sleep-testing services and 80% of the contribution margin from its product sales through those channels, with SOD receiving the remaining 20%. Those arrangements have not been finalized.
Vivos management believes the AHA relationship could generate multimillion-dollar sleep-testing revenue beginning in 2027 if the necessary agreements are completed and the proposed distribution channel becomes operational.
