Vivos Therapeutics To Acquire 11% Stake In SOD Sciences And A 50% Interest In SOD’s Proprietary Pseudohypoxia Early-Warning Test For 12K Shares Of Newly Created Convertible Prefs Worth $12M

 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.

No cash consideration is payable under the agreement. The Company believes the transaction, if closed and if the preferred stock is classified in permanent stockholders’ equity as anticipated, would increase reported stockholders’ equity and support the Company’s efforts to regain compliance with Nasdaq rules. In the event the Company clears that milestone, management intends to seek to raise sufficient capital to continue expanding operations in its efforts to achieve its near-term objectives of positive cash flow and profitability in early 2027. Any determination of compliance remains subject to Nasdaq’s assessment.