Vivos Therapeutics to take 11% stake in SOD Sciences for convertible preferred stock
Vivos Therapeutics agreed to issue 12,000 shares of a new Series C Convertible Preferred Stock, with a $12 million aggregate stated value and no cash paid, to acquire at least an 11% fully diluted stake in SOD Sciences and a 50% co-ownership interest in SOD's pseudohypoxia test. The preferred converts at a fixed $0.15 per share into up to 80 million common shares, which could dilute existing stockholders, while the company says the deal could raise reported stockholders' equity and help its Nasdaq compliance efforts. Closing is expected on October 15, 2026, subject to conditions including auditor concurrence and a consent from Streeterville Capital.
Key points
- Vivos will issue 12,000 Series C Convertible Preferred shares with a $12 million aggregate stated value; no cash is paid by either party.
- In exchange, Vivos receives 2,907,338 SOD common shares (at least 11% fully diluted) and an undivided 50% co-ownership interest in the test.
- Preferred converts at a fixed $0.15 per share into up to 80,000,000 common shares; a 19.99% exchange cap applies pending stockholder approval.
- Closing is expected on or about October 15, 2026, subject to conditions including Streeterville Capital's consent and Nasdaq notification.
The filing
Written by AI on Nov 9, 2026, 8:53 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 15, 2026.
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