Vivos (NASDAQ: VVOS) agrees to swap $12 million preferred for SOD stake

Posted by Latisha Jones on Oct 15th, 2026

What happened

On October 14, 2026, Vivos Therapeutics, Inc. (NASDAQ: VVOS) agreed to issue 12,000 Series C shares for an 11% SOD stake and a 50% test interest. The company will issue the shares as Series C Convertible Preferred Stock with an aggregate stated value of $12 million. No cash consideration is payable.

The preferred converts at $0.15 a share into up to 80 million common shares. That conversion is subject to a 19.99% exchange cap and a 4.99% beneficial ownership limit. The ownership limit can rise to 9.99% with 61 days' notice. Closing is expected on or about October 15, 2026, and still depends on auditor concurrence, Streeterville Capital consent and Nasdaq notification.

The agreement also says Vivos would keep 80% of contribution margin on sales of its products through the AHA and Cleveland Clinic Weston channels. Vivos and SOD would split contribution margin 50/50 on sales of the jointly owned test.

Key numbers

Metric	Latest	Source
Series C preferred shares to be issued	12,000 shares	SEC 8-K
Aggregate stated value	$12 million	SEC 8-K
SOD fully diluted equity interest	at least 11%	SEC 8-K
Test co-ownership interest	50%	SEC 8-K
Pro forma stockholders equity	approximately $8 million	SEC 8-K
Nasdaq minimum stockholders equity requirement	$2.5 million	SEC 8-K

Why it matters

If the transaction closes and the preferred stock is classified in permanent stockholders equity, Vivos says pro forma stockholders equity would be approximately $8 million. That is $5.5 million above Nasdaq's $2.5 million minimum. That is the clearest immediate balance-sheet benefit in the filing. OptimistFi's case is that VVOS is a high-risk commercialization and financing bet, and this filing improves the financing side.

The deal also gives Vivos a 50% undivided co-ownership interest in the test and related intellectual property, along with at least an 11% fully diluted equity interest in SOD Sciences, Inc. If post-closing agreements are signed, Vivos says it would retain 80% of contribution margin on sales of its products through the AHA and Cleveland Clinic Weston channels and split test margin 50/50.

The filing says those benefits still depend on clinical validation, regulatory status, channel execution and accounting treatment. Nasdaq may still reach a different compliance conclusion.

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What's next

The company says closing is expected on or about October 15, 2026, but the deal is not automatic. If Vivos closes, it plans to seek stockholder approval at its next annual general meeting for any conversion above the 19.99% exchange cap.

If the Joint Marketing Agreement is not signed within 90 days after closing, either party may submit the unresolved terms to an independent expert. A timely closing and signed channel agreements would strengthen the equity case. A missed close or delayed agreements would leave the filing as a conditional step.