Vivos Therapeutics to issue $12M Series C preferred for 11% SOD Sciences stake and 50% test co-ownership

Vivos Therapeutics, Inc.

• Vivos will issue 12,000 Series C Convertible Preferred shares with $1,000 stated value each, totaling $12 million, to SOD Sciences.
• Consideration includes 2,907,338 SOD common shares, at least 11% fully diluted, and a 50% undivided interest in SOD's pseudohypoxia test IP.
• Series C preferred is convertible at fixed $0.15 per share into up to 80 million common shares, subject to a 19.99% exchange cap.
• Nasdaq minimum $2.5 million stockholders' equity compliance: pro forma equity of about $8 million exceeds requirement by $5.5 million after the deal.
• Closing expected October 15, 2026, subject to independent valuation, auditor concurrence, Streeterville Capital consent, Nasdaq notification, and SOD consents.