Vivos Therapeutics, Inc. — Form 8-K

Vivos issued 12,000 shares of Series C Convertible Preferred Stock (stated value $1,000/share, $12M aggregate) to SOD Sciences, Nevada corporation, in exchange for an 11% fully diluted equity stake in SOD and a 50% undivided co-ownership interest in SOD's pseudohypoxia early-warning test IP. The preferred stock converts at $0.15/share (subject to 19.99% exchange cap and 4.99% beneficial ownership limitation), with Vivos and SOD to split 50/50 all contribution margin on test sales and negotiate joint marketing agreements providing access to 325,000+ patients via American Health Associates (AHA) channel. Vivos expects to record ~$10M+ increase in stockholders' equity from this transaction, directly addressing a prior Nasdaq minimum stockholders' equity deficiency notice.