Opening the filing
8-K
As previously reported in the Current Report on Form 8-K filed by Vivos Therapeutics, Inc. (the “ Company ”) with the Securities and Exchange Commission (the “ SEC ”) on October 15, 2026 (the “ Prior 8-K ”), on October 14, 2026 the Company entered into a Mutual Stock Purchase and Asset Exchange Agreement (the “Agreement”) with SOD Sciences, Inc., a Nevada corporation (“SOD”), providing for the Company’s acquisition of a minority equity interest in SOD and an undivided fifty percent (50%) co-ownership interest in SOD’s pseudohypoxia early-warning test and related intellectual property, in exchange for the issuance to SOD of 12,000 shares of the Company’s Series C Convertible Preferred Stock. The material terms of the Agreement are described in the Prior 8-K, which description is incorporated herein by reference, and the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K by incorporation by reference to the Prior 8-K. Capitalized terms used but not defined herein have the meanings given to them in the Prior 8-K.
On October 15, 2026, the Company and SOD entered into a First Amendment to the Agreement (the “ First Amendment ”), which extended the outside date under the Agreement from October 15, 2026 to October 16, 2026 and established October 16, 2026 as the Closing Date. On October 16, 2026, the Company and SOD entered into Amendment No. 2 to the Agreement (“ Second Amendment ”), which corrected a scrivener’s error in the Agreement and the related transaction documents that had described SOD as a Florida corporation. The Amendments did not otherwise modify the Agreement.
On October 16, 2026 (the “ Closing Date ”), at the closing under the Agreement (the “ Closing ”), the Company and SOD entered into an Assignment and Co-Ownership Agreement (the “ Assignment Agreement ”), pursuant to which SOD assigned to the Company an undivided fifty percent (50%) co-ownership interest in the pseudohypoxia early-warning test (the “ Test Interest ”) and related intellectual property (the “ Test IP ”), free and clear of liens. The Company and SOD hold the Test IP as tenants in common, share equally all revenue and consideration derived from its exploitation and the costs of patent prosecution, maintenance and enforcement, and have mutual consent rights over licenses and settlements. The Assignment Agreement contains customary representations and warranties of SOD regarding title, authority, the absence of liens and conflicting licenses, inventor assignments and non-infringement, which survive for twelve (12) months after the Closing (and, as to title, liens and the completeness of the scheduled patent rights, until sixty (60) days after expiration of the applicable statute of limitations), and provides for a right of first refusal in favor of the Company on any transfer of SOD’s retained interest and a buy-sell exit mechanism at independently appraised fair market value.
Other than the Agreement, the Assignment Agreement and the transactions contemplated thereby, there is no material relationship between the Company or its affiliates and SOD. The foregoing descriptions of the Agreement, the First Amendment, the Second Amendment and the Assignment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Closing Date, the Company completed the acquisition of (i) 3,057,879 shares of common stock of SOD (the “ SOD Shares ”), representing at least eleven percent (11%) of SOD’s fully diluted capital stock immediately after the Closing (as adjusted, in accordance with Section 1.1 of the Agreement, from the 2,907,338 shares reported in the Prior 8-K), and (ii) the Test Interest, in exchange for the issuance to SOD of 12,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Series C Preferred ”), with a stated value of $1,000 per share and an aggregate stated value of $12,000,000. No cash consideration was paid by either party. Under the Assignment Agreement, SOD is required to record the assignment of the Test Interest with the United States Patent and Trademark Office, and with applicable foreign patent authorities with respect to the pending international application, within thirty (30) days after the Closing Date. The consideration was determined by arm’s-length negotiation between the Company and SOD. No placement agent, broker or finder was used in connection with the transaction, and, other than as described in
Item 1.01, there is no material relationship between the Company or any of its affiliates, directors or officers, on the one hand, and SOD, on the other hand. The material terms of the Agreement are described in the Prior 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, the Company issued 12,000 shares of Series C Preferred to SOD in exchange for the SOD Shares and the Test Interest. Each share of Series C Preferred is convertible, at the option of the holder, into the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), determined by dividing the $1,000 stated value by the conversion price of $0.15 per share, subject to proportional adjustment for stock splits, reverse stock splits, combinations, stock dividends and similar events and to the Exchange Cap and the Beneficial Ownership Limitation described in Item 5.03 below. At the $0.15 conversion price, the Series C Preferred is convertible into up to 80,000,000 shares of Common Stock in the aggregate; until stockholder approval is obtained, no more than 6,718,517 shares of Common Stock (based on 19.99% of the 33,609,393 shares of Common Stock outstanding prior to the signing of the Agreement) may be issued upon conversion.
The Series C Preferred was issued, and the shares of Common Stock issuable upon conversion thereof will be issued, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). SOD represented that it acquired the Series C Preferred for its own account for investment and not with a view to distribution. The Series C Preferred and the shares of Common Stock issuable upon conversion thereof have not been registered under the Securities Act or any state securities laws and may not be offered or sold absent registration or an applicable exemption. No underwriter or placement agent was involved in the issuance.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series C Preferred ranks pari passu with the Company’s Series A Convertible Preferred Stock and Series B Non-Convertible Preferred Stock and senior to the Common Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up, participates on an as-converted basis in any dividends declared on the Common Stock, and votes with the Common Stock on an as-converted basis, subject to the lesser of the Beneficial Ownership Limitation and the Exchange Cap.
The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 19, 2026, the Company issued a press release announcing the Closing, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Nasdaq Listing Rule 5550(b)(1) — Stockholders’ Equity As previously disclosed, on April 22, 2026, the Company received a notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company did not satisfy the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), and the Company thereafter submitted a plan to regain compliance.
The Prior 8-K included unaudited pro forma condensed balance sheet information of the Company as of June 30, 2026 giving effect to the transactions contemplated by the Agreement, which is hereby updated. The unaudited pro forma condensed balance sheet information of the Company as of June 30, 2026, giving effect to the closing of the transaction described in this Current Report, as if the transaction had been consummated on that date, reflects pro forma stockholders’ equity of approximately $6.6 million, reflecting the Company’s initial purchase price allocation, which shall remain subject to adjustment for 12 months from the date of closing.
The Company believes that, giving effect to the Closing and as of the date of this Current Report on Form 8-K, its stockholders’ equity exceeds the $2,500,000 minimum requirement of Nasdaq Listing Rule 5550(b)(1). The Company currently expects the Closing to increase its stockholders’ equity by more than $10 million, subject to completion of the Company’s purchase price allocation and review by the Company’s independent registered public accounting firm.
While the Company believes it has regained compliance with the stockholders’ equity requirement as a result of the closing of the transaction described herein, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
Forward-Looking