Vivos Therapeutics Agrees to Acquire Minority Stake in SOD Sciences and 50% Interest in Proprietary Pseudohypoxia Test
Key Highlights
- ➤Vivos to acquire 11% of SOD Sciences and 50% test ownership for $12 million preferred stock
- ➤Deal includes 12,000 Series C preferred shares convertible at $0.15, up to 80 million shares
- ➤Transaction could increase equity and support Vivos’ efforts to regain Nasdaq compliance
- ➤Vivos expects to retain 80% product contribution margins through Cleveland Clinic and AHA channels
- ➤Closing requires customary conditions, including auditor concurrence, Series B consent, and Nasdaq notification
Expert Statements
R. Kirk Huntsman, Chairman and CEO of Vivos Therapeutics
“We have been working on this transaction for months and believe the total value accretion to Vivos has the potential to far exceed the immediate dilution from the issuance of the preferred shares. Upon closing, we expect to pursue collaboration efforts contemplated by SOD’s existing relationship with Cleveland Clinic Weston and with American Health Associates, subject to negotiation and execution of definitive agreements and satisfaction of applicable regulatory and clinical requirements. It is contemplated that Vivos will retain 80% of the contribution margin on sales of Vivos products through those channels, and that the parties will share contribution margin 50/50 on sales of the jointly owned test. That relationship is expected to be solidified in the coming weeks and underway in early 2027, potentially leading to significant new and recurring revenue and high margins opportunities.”
Joseph M. Salvani, Chief Executive Officer of SOD Sciences
“Sleep apnea is not just a breathing problem. It is a cellular oxygen problem, and the cell remembers”
Joseph M. Salvani, Chief Executive Officer of SOD Sciences
“The pseudohypoxia signature tells a patient that their cells have been primed for chronic disease, and ReBalU potentially gives them a way to measure it, treat it, and assess change. Vivos has the patients, the FDA‑cleared devices, and the home oxygen test. We have the protocol, the channels, and the science. Together we believe we can turn sleep medicine into an early warning system for chronic disease in America.”
Joseph M. Salvani, Chief Executive Officer of SOD Sciences
“Our aim is to build a commercial program whose clinical usefulness and operating performance can be measured. Combining our platform with Vivos’ capabilities creates a potential opportunity; validation and disciplined implementation will determine the results.”
LITTLETON, Colo., Oct. 15, 2026 (GLOBE NEWSWIRE) -- Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (Nasdaq: VVOS), a medical device and healthcare services company focused on developing and commercializing diagnostic and treatment methods for patients with obstructive sleep apnea ("OSA") and other health conditions related to breathing and sleep disorders, today announced that it has entered into a definitive Mutual Stock Purchase and Asset Exchange Agreement to acquire an 11% fully diluted equity interest in SOD Sciences, Inc. and a 50% undivided co-ownership interest in SOD’s proprietary pseudohypoxia early-warning test, in exchange for 12,000 shares of newly created Series C Convertible Preferred Stock with an aggregate stated value of $12 million. Closing is subject to customary conditions, including auditor concurrence, consent of the holder of the Company’s Series B Non-Convertible Preferred Stock, and Nasdaq notification, and is expected to occur on or about October 15, 2026. The agreement opens the door for potentially important collaboration and research opportunities with the Cleveland Clinic in Weston, Florida, and a marketing relationship with American Health Associates (AHA), a national medical services provider to patients housed in approximately 3,000 assisted living and nursing home facilities across 25 states.
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