Vivos Therapeutics has struck a $12 million stock-based deal to acquire a minority stake in SOD Sciences and co-ownership rights to its proprietary pseudohypoxia early-warning test.
The move the company says could open new commercial channels, strengthen its balance sheet and support its push toward profitability.
Under a definitive agreement, Vivos will acquire an 11% fully diluted equity interest in SOD Sciences and a 50% undivided co-ownership interest in the test in exchange for 12,000 newly created Series C Convertible Preferred Stock shares with an aggregate stated value of $12 million. No cash consideration is required.
The deal also positions Vivos to pursue potential collaborations involving Cleveland Clinic Weston in Florida and American Health Associates (AHA), a national medical services provider serving patients across approximately 3,000 assisted living and nursing home facilities in 25 states.
Any commercial relationship will depend on the negotiation and execution of definitive agreements and satisfaction of applicable clinical and regulatory requirements.
Vivos Chairman and CEO R Kirk Huntsman said the company sees the deal as an opportunity to create value beyond the immediate dilution associated with issuing preferred shares.
“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.”
Vivos expects the transaction to increase reported stockholders’ equity if the preferred shares receive the anticipated permanent-equity accounting classification. The company said the increase could help it regain compliance with Nasdaq’s minimum stockholders’ equity requirement.
The companies aim to identify individuals whose cells exhibit a pseudohypoxia signature associated with a state of cellular stress that may be relevant to chronic disease. The announcement identifies cancer among the conditions of interest, but it does not establish that the test can predict cancer or future chronic disease, or that the ReBalU Protocol can prevent those conditions.
Joseph M. Salvani, chief executive officer of SOD Sciences, said the companies believe their respective capabilities could complement each other.
"Sleep apnea is not just a breathing problem. It is a cellular oxygen problem, and the cell remembers," said 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."
