Form 8-K

8-K — Vivos Therapeutics, Inc.

Accession: 0001493152-26-047601

Filed: 2026-10-19

Period: 2026-10-15

CIK: 0001716166

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001716166

2026-10-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 15, 2026

VIVOS

THERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-39796

81-3224056

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

7921

Southpark Plaza, Suite 210, Littleton, Colorado 80120

(Address

of principal executive offices) (Zip Code)

(866)

908-4867

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

VVOS

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

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.

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.

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.

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.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

October 15, 2026, the Company filed a Certificate of Designations of Series C Convertible Preferred Stock (the “Certificate

of Designations”) with the Secretary of State of the State of Delaware, which became effective upon filing and designated 12,000

shares of the Company’s authorized preferred stock as Series C Preferred, with a stated value of $1,000 per share. Under the Certificate

of Designations, the Series C Preferred (i) 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 dividends and liquidation; (ii) bears no mandatory or

cumulative dividend and participates on an as-converted basis in any dividends declared on the Common Stock, payable at the Company’s

election in cash or in shares of Common Stock valued at the conversion price; (iii) is not redeemable and carries no holder put right

or cash-settlement feature; (iv) is convertible at the option of the holder at a conversion price of $0.15 per share, fixed as of the

signing of the Agreement and subject only to proportional adjustment for stock splits, reverse stock splits, combinations, stock dividends

and similar events; (v) may not be converted into more than 19.99% of the shares of Common Stock outstanding immediately prior to the

signing of the Agreement unless and until the Company’s stockholders approve the issuance of shares in excess of that cap for purposes

of Nasdaq Listing Rule 5635(a) (the “Exchange Cap”), which cap is not waivable by the Company or any holder; (vi)

may not be converted to the extent the holder, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding

Common Stock, which limitation the holder may increase to not more than 9.99% upon 61 days’ prior written notice (the “Beneficial

Ownership Limitation”); and (vii) votes with the Common Stock on an as-converted basis, subject to the lesser of the Beneficial

Ownership Limitation and the Exchange Cap, with no right to elect or designate directors. The Company is required to reserve sufficient

authorized but unissued shares of Common Stock to permit conversion of the Series C Preferred in full, subject to the Exchange Cap. The

Company obtained the consent of Streeterville Capital, LLC under the Company’s existing financing arrangements to the issuance

of the Series C Convertible Preferred Stock.

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.

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

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

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of

the Exchange Act and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding: the anticipated

accounting treatment of the Series C Preferred and the acquired interests and the expected increase in the Company’s stockholders’

equity; the Company’s compliance with Nasdaq continued listing requirements; and the stockholder approval to be sought under Nasdaq

Listing Rule 5635(a). Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially,

including, without limitation, the risks that: (i) the Company’s independent registered public accounting firm or Nasdaq reaches

conclusions regarding the accounting treatment of the transaction or the Company’s stockholders’ equity that differ from

those anticipated; (ii) the Company does not regain or maintain compliance with Nasdaq’s continued listing requirements; (iii)

stockholder approval of the issuance of Common Stock in excess of the Exchange Cap is not obtained; and (iv) the other risks described

in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to

update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required

by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Designations of Series C Convertible Preferred Stock of Vivos Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on October 15, 2026

10.1

Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 14, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 15, 2026)*

10.2

First Amendment to Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 15, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc.

10.3

Amendment No. 2 to Mutual Stock Purchase and Asset Exchange Agreement, dated as of October 16, 2026, by and between Vivos Therapeutics, Inc. and SOD Sciences, Inc.

10.4

Assignment

and Co-Ownership Agreement (Test Interest), dated as of October 16, 2026, by and between SOD Sciences, Inc. and Vivos Therapeutics,

Inc.*

99.1

Press Release of Vivos Therapeutics, Inc. dated October 19, 2026 (furnished, not filed)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy

of any omitted schedule to the SEC upon request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

VIVOS THERAPEUTICS, INC.

Dated:

October 19, 2026

By:

/s/

Roman Franklin

Name:

Roman Franklin

Title:

Chief Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF DESIGNATIONS

SERIES

C CONVERTIBLE PREFERRED STOCK

VIVOS

THERAPEUTICS, INC.

Pursuant

to Section 151 of the General Corporation Law of the State of Delaware

Vivos

Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in

accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby certify that, pursuant

to the authority conferred upon the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation, as

amended, the Board of Directors of the Corporation has duly adopted the following resolution:

RESOLVED,

that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions of the

Certificate of Incorporation of the Corporation, as amended, a series of preferred stock of the Corporation be, and it hereby is, created,

and that the designation and number of shares thereof and the voting powers, preferences and relative, participating, optional and other

special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, are as follows:

Section

1. Designation and Amount.

The

series of preferred stock shall be designated as “Series C Convertible Preferred Stock” (the “Preferred Stock”)

and the number of shares so designated shall be 12,000 shares, which number may be increased or decreased by resolution of the Board

of Directors; provided, however, that no decrease shall reduce the number of shares of Preferred Stock to a number less than the number

of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, warrants or other

rights.

Section

2. Stated Value.

Each

share of Preferred Stock shall have a stated value of $1,000 per share (the “Stated Value”), such that the aggregate Stated

Value of all shares of Preferred Stock issued pursuant to the Mutual Stock Purchase and Asset Exchange Agreement dated as of October

14, 2026 (the “Purchase Agreement”) equals Twelve Million Dollars ($12,000,000).

Section

3. Rank.

The

Preferred Stock shall, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, rank

(a) pari passu with the Series A Convertible Preferred Stock of the Corporation and the Series B Non-Convertible Preferred Stock of the

Corporation and (b) senior to the Common Stock of the Corporation and to any other class or series of capital stock of the Corporation

the terms of which do not expressly provide that it ranks senior to or pari passu with the Preferred Stock.

Section

4. Dividends.

(a) The

Preferred Stock shall not be entitled to any mandatory or cumulative dividends.

(b) The

Preferred Stock shall participate with the Common Stock on an as-converted basis in any dividends

declared or paid on the Common Stock. Any such participating dividend may be paid, at the

election of the Corporation, in cash or in shares of Common Stock valued at the Conversion

Price then in effect.

Section

5. Liquidation.

Upon

any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock shall rank pari passu with

the Series A Convertible Preferred Stock and the Series B Non-Convertible Preferred Stock and senior to the Common Stock. The holders

of Preferred Stock shall not be entitled to any further participation in the remaining assets of the Corporation beyond such ranking,

except as provided in Section 4 with respect to participating dividends.

Section

6. Conversion.

(a) Optional

Conversion. Each share of Preferred Stock shall be convertible, at the option of the holder

thereof, at any time and from time to time, into that number of shares of Common Stock determined

by dividing the Stated Value by the Conversion Price then in effect.

(b) Conversion

Price. The initial Conversion Price shall be $0.15 per share of Common Stock; provided that,

if Nasdaq’s Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) on the date of

signing of the Purchase Agreement is $0.15 or higher, the Conversion Price shall be $0.01

above such Minimum Price. The Conversion Price is fixed as of the date of signing of the

Purchase Agreement and shall not be subject to any price reset or other adjustment except

as provided in Section 6(c).

The Conversion Price and the number of shares of Common Stock issuable upon conversion shall

be adjusted proportionally for any stock split, reverse stock split, stock combination, stock

dividend or similar event so that the percentage of the outstanding Common Stock represented

by the shares issuable upon conversion (subject to the Exchange Cap) is not increased as

a result of such event.

(d) Mechanics.

Conversion shall be effected by surrender of the certificate or book-entry evidence representing

the shares to be converted, together with a written notice of conversion, at the principal

office of the Corporation or its transfer agent. The Corporation shall issue the Common Stock

issuable upon conversion within the time periods customarily required under applicable law

and the rules of Nasdaq.

Section

7. Exchange Cap.

Notwithstanding

anything to the contrary herein, the aggregate number of shares of Common Stock issuable upon conversion of the Preferred Stock shall

not exceed 19.99% of the number of shares of Common Stock outstanding immediately prior to the signing of the Purchase Agreement (the

“Exchange Cap”), unless and until the stockholders of the Corporation have approved the issuance of Common Stock upon conversion

of the Preferred Stock in excess of the Exchange Cap for purposes of Nasdaq Listing Rule 5635(a). The Exchange Cap shall not be waivable

by the Corporation or any holder and shall not lift except upon such prior stockholder approval. Any shares of Common Stock issued upon

conversion of the Preferred Stock under the Exchange Cap shall not be entitled to vote on any proposal to approve the issuance of shares

in excess of the Exchange Cap.

Section

8. Beneficial Ownership Limitation.

Notwithstanding

anything to the contrary herein, the Corporation shall not effect any conversion of Preferred Stock, and a holder shall not have the

right to convert any portion of Preferred Stock, to the extent that, after giving effect to such conversion, the holder (together with

the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates)

would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the

issuance of shares of Common Stock issuable upon conversion of Preferred Stock (the “Beneficial Ownership Limitation”). The

Beneficial Ownership Limitation may be waived by a holder, upon not less than 61 days’ prior written notice to the Corporation,

to up to 9.99%. The provisions of this Section 8 shall be construed and implemented in a manner otherwise than in strict conformity with

the terms of this Section 8 to correct this Section 8 (or any portion hereof) which may be defective or inconsistent with the intended

beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to

such limitation.

Section

9. Voting Rights.

Except

as otherwise required by law, the holders of Preferred Stock shall be entitled to vote on an as-converted basis with the holders of Common

Stock on all matters submitted to a vote of the holders of Common Stock, subject to the lesser of the Beneficial Ownership Limitation

(as adjusted if waived) and the Exchange Cap. The Preferred Stock shall not entitle the holders thereof to any right to elect directors

or to any board observer rights.

Section

10. No Redemption or Cash Settlement.

The

Preferred Stock shall not be redeemable at the option of the Corporation or any holder. There shall be no holder put right, no mandatory

conversion into any cash-settleable instrument, and no cash-settlement feature of any kind with respect to the Preferred Stock or the

shares of Common Stock issuable upon conversion thereof.

Section

11. Reservation of Shares.

The

Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock a sufficient number

of shares to permit the conversion of all outstanding shares of Preferred Stock, subject to the Exchange Cap.

Section

12. Transferability.

The

Preferred Stock and the shares of Common Stock issuable upon conversion thereof shall be subject to restrictions on transfer under the

Securities Act of 1933, as amended, and applicable state securities laws.

Section

13. Miscellaneous.

The

Corporation may issue shares of Preferred Stock in fractional amounts. Any notice required or permitted hereunder shall be given in writing

in the manner provided in the Purchase Agreement.

WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by its duly authorized officer this 15 day

of October, 2026.

VIVOS THERAPEUTICS,

INC.

By: /s/

R. Kirk Huntsman

Name: R.

Kirk Huntsman

Title: Chairman

and Chief Executive Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

FIRST

AMENDMENT TO MUTUAL STOCK PURCHASE AND ASSET EXCHANGE AGREEMENT

This

First Amendment to Mutual Stock Purchase and Asset Exchange Agreement (this “Amendment”) is entered into as of October

15, 2026 (the “Amendment Date”), by and between VIVOS THERAPEUTICS, INC., a Delaware corporation (“Vivos”),

and SOD SCIENCES, INC., a Florida corporation (“SOD” and, together with Vivos, the “Parties”).

RECITALS

The Parties are parties to that certain Mutual Stock Purchase and Asset Exchange Agreement dated as of October 14, 2026 (the “Purchase

Agreement”). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Purchase Agreement.

The Parties desire to amend the Purchase Agreement solely to extend the Outside Date and to establish the Closing Date as October 16,

2026, in order to permit the Parties additional time to gather and deliver certain closing deliverables required under the Purchase Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Parties agree as follows:

Amendment to Outside Date and Closing Date.

Section

7.1(b) of the Purchase Agreement is hereby amended by deleting the date “October 15, 2026” and replacing it with the date

“October 16, 2026”. Accordingly, the Outside Date shall be October 16, 2026. Further, the Parties hereby agree that the Closing

Date under the Purchase Agreement shall be October 16, 2026, subject to the satisfaction or waiver of the conditions set forth in Article

III of the Purchase Agreement (other than those conditions that by their nature are to be satisfied at the Closing). Section 2.1 of the

Purchase Agreement is hereby amended to the extent necessary to give effect to the foregoing. The references to October 15, 2026 in Section

2.1 and Section 6.3(a) of the Purchase Agreement are each hereby amended to refer instead to October 16, 2026.

No Other Amendments.

Except

as expressly amended by this Amendment, all terms, conditions, and provisions of the Purchase Agreement remain unchanged and in full

force and effect. Each Party confirms that it has not delivered, and hereby irrevocably waives any right to deliver, any notice of termination

under Section 7.1(b) of the Purchase Agreement with respect to any period prior to the Amendment Date. This Amendment shall be deemed

to form part of the Purchase Agreement for all purposes.

Governing Law.

This

Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws

principles.

Counterparts.

This

Amendment may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which

together shall constitute one and the same instrument.

[Signature

Page Follows]

WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.

VIVOS THERAPEUTICS,

INC.

By: /s/

R. Kirk Huntsman

Name: R.

Kirk Huntsman

Title: Chairman

and Chief Executive Officer

SOD SCIENCES, INC.

By: /s/

Joseph M. Salvani

Name: Joseph M.

Salvani

Title:

Chief Executive Officer

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit 10.3

AMENDMENT

NO. 2 TO

MUTUAL

STOCK PURCHASE AND ASSET EXCHANGE AGREEMENT

This

Amendment No. 2 to Mutual Stock Purchase and Asset Exchange Agreement (this “Amendment”) is entered into as of October

16, 2026, by and between VIVOS THERAPEUTICS, INC., a Delaware corporation (“Vivos”), and SOD SCIENCES, INC., a Nevada

corporation (“SOD” and, together with Vivos, the “Parties”), and amends the Mutual Stock Purchase

and Asset Exchange Agreement dated as of October 14, 2026 between the Parties, as amended by the First Amendment thereto dated as of

October 15, 2026 (as so amended, the “Purchase Agreement”).

1. Correction

of State of Incorporation. The Parties acknowledge that SOD is, and at all times relevant

to the Purchase Agreement has been, a corporation incorporated and existing under the laws

of the State of Nevada, and that the description of SOD in the preamble of the Purchase Agreement

and elsewhere in the Transaction Documents as “a Florida corporation” was a mutual

scrivener’s error. Each reference in the Purchase Agreement, and in each certificate,

consent, instrument, or other document executed or delivered in connection with the Purchase

Agreement, to SOD as a Florida corporation is hereby amended to refer to SOD as a Nevada

corporation, and each such document shall be read and given effect accordingly, including

the representation in Section 4.1 of the Purchase Agreement, which is deemed to refer to

the State of Nevada. The error does not affect, and shall not be construed to affect, the

identity of the Parties or the validity, enforceability, or binding effect of the Purchase

Agreement or any other Transaction Document, each of which remains the valid and binding

obligation of SOD Sciences, Inc., a Nevada corporation. Except as expressly amended by this

Amendment and the First Amendment, the Purchase Agreement remains unchanged and in full force

and effect, and this Amendment shall be deemed to form part of the Purchase Agreement for

all purposes. This Amendment is governed by the laws of the State of Delaware, without regard

to conflict-of-laws principles, and may be executed in counterparts, including by electronic

signature, each of which is an original.

WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

VIVOS THERAPEUTICS,

INC.

By: /s/

R. Kirk Huntsman

Name: R.

Kirk Huntsman

Title: Chairman

and Chief Executive Officer

SOD SCIENCES, INC.

By: /s/

Joseph M. Salvani

Name: Joseph

M. Salvani

Title: Chief Executive

Officer

EX-10.4

Filename: ex10-4.htm · Sequence: 5

Exhibit

10.4

ASSIGNMENT

AND CO-OWNERSHIP AGREEMENT (TEST INTEREST)

Pseudohypoxia

Early-Warning Test

This

Assignment and Co-Ownership Agreement (this “Agreement”) is entered into as of the Closing Date under the Mutual Stock Purchase

and Asset Exchange Agreement dated as of October 14, 2026 (as subsequently amended on October 15, 2026 and October 16, 2026, the “Purchase

Agreement”), by and between SOD SCIENCES, INC., a Nevada corporation (“SOD” or “Assignor”) and VIVOS THERAPEUTICS,

INC., a Delaware corporation (“Vivos” or “Assignee”). SOD and Vivos are sometimes referred to individually as

a “Party” and collectively as the “Parties.”

Recitals

SOD owns or controls certain intellectual property, know-how, protocols, data rights, and related assets comprising the pseudohypoxia

early-warning test (as more particularly described on Schedule A, the “Test IP”).

Concurrently herewith, the Parties are entering into a transaction pursuant to which Vivos will issue shares of a new series of convertible

preferred stock to SOD in exchange for, among other consideration, a 11% equity interest in SOD and a 50% undivided interest in the Test

IP.

The Parties desire to effect the assignment of a 50% undivided interest in the Test IP to Vivos and to set forth the terms of co-ownership

and joint exploitation of the Test IP.

Agreement

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the related transaction documents, and for

other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Assignment of Interest

Effective

as of the Closing Date under the Purchase Agreement, SOD hereby assigns, transfers, and conveys to Vivos, and Vivos hereby accepts, an

undivided fifty percent (50%) interest in and to the Test IP (the “Assigned Interest”), free and clear of all liens, claims,

and encumbrances except as disclosed on Schedule A. The Assigned Interest includes all right, title, and interest of SOD in and to the

Test IP to the extent of such 50% undivided interest, including without limitation all patent rights, patent applications, know-how,

trade secrets, protocols, data, improvements, and the right to claim priority therefrom.

SOD

retains the remaining undivided fifty percent (50%) interest in the Test IP. From and after the Closing Date, SOD and Vivos shall be

co-owners of the Test IP as tenants in common, each holding an undivided 50% interest.

For

purposes of this Agreement, “Test” and “Test IP” include all modified, rebranded, successor, and derivative versions

of the pseudohypoxia early-warning test and related intellectual property developed by SOD, or jointly by SOD and Vivos, to the extent

based on or derived from the Test IP described on Schedule A, all of which shall be jointly owned by the Parties as part of the Test

IP; provided, however, that Vivos shall solely own all right, title, and interest in and to all improvements, modifications, and derivative

works of the Test IP developed solely by or for Vivos (“Vivos Derivatives”), subject only to the license set forth in Section

2.E, and neither the Vivos Derivatives nor any Vivos Background IP shall constitute Test IP. “Vivos Background IP” means

all intellectual property, know-how, data, products, devices, and technology owned or controlled by Vivos as of the Closing Date or developed

by or for Vivos independently of the Test IP, including Vivos’s at-home oxygen desaturation and recovery testing technology, oral

appliances, and related devices and services, and all improvements thereto, whether or not used in connection with the Test.

Co-Ownership and Exploitation Rights

Each

Party shall have the following rights with respect to the Test IP:

Equal right to exploit and

commercialize the Test IP and to grant non-exclusive licenses and sublicenses under the Test IP, subject to the economic arrangements

set forth in Section 3 and the restrictions below; provided that neither Party shall grant any license or sublicense under the Test

IP to a third party (other than end-user rights incident to sales of the Test in the ordinary course) without the prior written consent

of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, and each Party shall provide the other

with a copy of any such license or sublicense promptly after execution.

Equal right to enforce the

Test IP against third parties, provided that the enforcing Party shall notify the other Party in advance and the Parties shall reasonably

cooperate in any enforcement action. The enforcing Party shall bear all costs and expenses of any enforcement action it brings. If,

and only if, such enforcement action results in a monetary recovery (whether by judgment, award, or settlement), such recovery shall

first be applied to reimburse the enforcing Party for one hundred percent (100%) of its enforcement costs and expenses (including reasonable

attorneys’ and expert fees), and any remainder shall be shared 50/50 by the Parties. Each Party covenants that, upon the written

request of the other Party (and at the requesting Party’s expense), it shall join as a party plaintiff in any infringement action

and shall not refuse to join. Neither Party may settle any enforcement action in a manner that impairs the other Party’s rights

in the Test IP without the prior written consent of the other Party. Without limiting the foregoing, the terms of any settlement, consent

judgment, or other compromise of any enforcement action or proceeding shall require the mutual written agreement of both Parties, and

neither Party shall, in connection with any such settlement or compromise, admit any fact, liability, invalidity, or unenforceability,

or make any statement against interest, that is binding upon or attributable to the other Party without the other Party’s prior

written consent. The foregoing applies equally to defense of validity challenges, including inter partes reviews and other post-grant

proceedings.

Neither Party may grant an

exclusive license under the Test IP without the prior written consent of the other Party.

Neither Party may assign,

transfer, or encumber its interest in the Test IP without the prior written consent of the other Party, except (a) to an affiliate

or (b) in connection with a sale of all or substantially all of its assets or equity, provided in each case that the transferee agrees

in writing to be bound by all terms of this Agreement. Vivos shall have a right of first refusal on any proposed transfer of SOD’s

retained interest in the Test IP, exercisable within thirty (30) days after written notice of the terms of the proposed transfer.

Improvements and derivative

works to the Test IP developed solely by SOD or jointly by the Parties shall be co-owned by the Parties as part of the Test IP (subject

to the 50/50 economic arrangements in Section 3). Improvements developed

solely by Vivos shall be owned by Vivos, subject to a non-exclusive, royalty-free, non-sublicensable license to SOD, transferable only

together with a permitted transfer of SOD’s interest under Section 2.D, solely for use in connection with the Test and subject

to the economic arrangements in Section 3. Each Party shall promptly disclose to the other in writing any improvement to the Test IP

that is co-owned under this Section 2.E.

Economic Arrangements

The

Parties shall split fifty-fifty (50/50) all revenue and consideration from exploitation of the Test IP, including contribution margin

on every sale of the Test (and any modified, rebranded, or successor version) through any channel and all royalty, license, sublicense,

and other exploitation revenue, regardless of which Party makes the sale or grants the license. “Contribution margin” means

net revenue less direct costs of goods sold and direct channel costs attributable to the sale. For clarity, revenue from products or

services other than the Test (including Vivos’s oral appliances, devices, treatment services, and other products embodying Vivos

Background IP, even if sold together with or following the Test) is not subject to sharing, and only the portion of any bundled price

reasonably allocable to the Test shall be shared. The Parties shall reconcile all such amounts on a quarterly basis and settle any amounts

due within thirty (30) days after each quarter-end.

Costs

of patent prosecution, maintenance, and defense shall be shared equally by the Parties unless otherwise agreed in writing. Either Party

may, upon thirty (30) days’ prior written notice, elect to assume sole control and cost of prosecution or maintenance of any particular

application or patent in any jurisdiction if the other Party elects not to participate in the costs for that matter; in such case the

non-participating Party’s interest in that application or patent shall be assigned to the participating Party in that jurisdiction

only.

Neither

Party shall abandon, allow to lapse, or materially narrow the claims of any patent application or patent covering the Test IP without

at least thirty (30) days’ prior written notice to the other Party. The other Party shall have a step-in right to assume control

and cost of such application or patent (with corresponding ownership consequences in that jurisdiction as set forth above) if it so elects

within the notice period.

Representations and Warranties of SOD

SOD

represents and warrants to Vivos that:

SOD is the sole and exclusive

owner of the Test IP and has the full right and authority to assign the Assigned Interest.

The Test IP is free and clear

of all liens, security interests, and encumbrances except as disclosed on Schedule A.

SOD has not granted any exclusive

license or other right that would conflict with the Assigned Interest.

The execution and performance

of this Agreement have been duly authorized by all necessary corporate action of SOD.

Schedule A sets forth a complete

and accurate list of all patents and patent applications included in the Test IP, and each inventor and other person who contributed

to the conception or development of the Test IP has executed a valid and enforceable written assignment of all such person’s

rights therein to SOD.

No government, university,

hospital, or other third party has any ownership interest in, license to, or other right in the Test IP, and none of the Test IP was

developed using funding, facilities, or personnel of any such party.

To SOD’s knowledge,

the practice of the Test IP does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party;

SOD has taken reasonable measures to protect the confidentiality of the trade secrets included in the Test IP; and SOD has not made

any public disclosure of the Test IP that would reasonably be expected to bar or impair patentability.

The representations and warranties

in Sections 4.A, 4.B, and 4.E shall survive until sixty (60) days after expiration of the applicable statute of limitations, and the

remaining representations and warranties in this Section 4 shall survive for the period set forth in Section 8.1 of the Purchase Agreement.

Further Assurances; Technology Transfer; Confidentiality

Each

Party shall, from time to time after the Closing Date, upon the reasonable request of the other Party and at the requesting

Party’s expense (except as otherwise provided herein), promptly execute, acknowledge, and deliver all such further

instruments, documents, and assurances, and take all such further actions, as may be reasonably necessary or desirable to (a)

perfect, evidence, or protect the Assigned Interest, (b) carry out the intent and purposes of this Agreement, and (c) enable the

requesting Party to fully exercise and enjoy the rights and benefits of its interest in the Test IP. Without limiting the generality

of the foregoing, SOD shall, promptly upon Vivos’s request (and, with respect to clauses A, C, and E below and the Covenant to

Record, at SOD’s sole expense):

Execute and deliver any confirmatory

assignments, short-form assignments suitable for recordation, or other instruments necessary to evidence or perfect Vivos’s undivided

50% interest in the Test IP;

Cooperate in the preparation,

filing, and prosecution of any patent applications covering the Test IP, and execute all documents reasonably required to maintain,

defend, or enforce such applications and any resulting patents;

Cause the Assigned Interest

to be recorded with the United States Patent and Trademark Office and any applicable foreign patent offices promptly after the filing

of any patent application covering the Test IP (or, if any such application has already been filed, within thirty (30) days after the

Closing Date), and provide Vivos with evidence of such recordation;

Provide reasonable access

to inventors, technical personnel, and relevant records as needed to support patent prosecution, enforcement, or commercialization

of the Test IP; and

Execute any documents and

take any actions reasonably necessary to correct any defect in title or to remove any undisclosed encumbrance on the Test IP.

Covenant

to Record: Promptly following the filing of any patent application (provisional or non-provisional) in the United States or any foreign

jurisdiction that covers or claims any portion of the Test IP, SOD shall prepare, execute, and cause to be recorded with the United States

Patent and Trademark Office (or the applicable foreign patent office) an assignment or confirmatory assignment reflecting Vivos’s

undivided 50% co-ownership interest in such patent application and any resulting patent, and shall provide Vivos with evidence of such

recordation within fifteen (15) business days after the recording is effected. If any patent application covering the Test IP has already

been filed as of the Closing Date, SOD shall effect such recordation within thirty (30) days after the Closing Date. SOD shall reasonably

cooperate with Vivos in the preparation and filing of all documents necessary to effect such recordation.

Technology

Transfer: Within thirty (30) days after the Closing Date, SOD shall deliver to Vivos complete copies of all protocols, validation data,

clinical protocols, regulatory files, laboratory records, and other know-how and data comprising the Test IP in SOD’s possession

or control. Thereafter, SOD shall provide Vivos with ongoing reasonable access to clinical and regulatory data relating to the Test IP

upon request.

Confidentiality

and Publication Controls: Each Party shall maintain in strict confidence all trade secrets, know-how, protocols, data, and other confidential

information comprising the Test IP, and shall not disclose such information to any third party except under written confidentiality obligations

no less restrictive than those herein or as required by law. Neither Party shall publish, present, or otherwise publicly disclose any

aspect of the Test IP (including unpublished data or know-how) without providing the other Party at least thirty (30) days’ prior

written notice and an opportunity to review and comment, and without obtaining the other Party’s prior written consent if such

disclosure would reasonably be expected to impair patentability or trade-secret status. Nothing in this Section 5 shall restrict either

Party from disclosing the existence and general terms of this Agreement, or a general description of the Test, in filings or public statements

required by law or the rules of the Securities and Exchange Commission or any securities exchange.

either Party fails to execute any such document or take any such action within ten (10) business days after written request, the other

Party is hereby irrevocably appointed as attorney-in-fact for the non-performing Party (coupled with an interest) to execute and deliver

such documents and take such actions in the non-performing Party’s name, solely to the extent necessary to perfect or evidence

the Assigned Interest or otherwise carry out the purposes of this Section 5. This power of attorney is coupled with an interest and shall

be irrevocable.

The

obligations under this Section 5 shall survive the Closing Date indefinitely.

Term and Termination; Exit Mechanism

This

Agreement shall continue for so long as the Test IP remains in force. If either Party wishes to terminate co-ownership or exit, it may

deliver written notice of its desire to sell its interest. The other Party shall have thirty (30) days to elect to purchase the interest

at a price equal to the fair market value of the interest as determined by an independent appraiser mutually selected by the Parties

(or, if they cannot agree within ten (10) days, by an appraiser designated by the American Arbitration Association), the cost of which

shall be shared equally by the Parties. If the other Party does not elect to purchase, the initiating Party may, within one hundred eighty

(180) days thereafter, sell its interest to a third party at a price not less than such appraised fair market value and on other terms

no more favorable to the third party than those offered to the other

Party, subject to the transfer restrictions in Section 2 (including the requirement that the transferee agree in writing to be bound

by all terms of this Agreement); provided that the other Party may withhold consent to any such sale to a direct competitor of the other

Party.

Miscellaneous

This

Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles. This Agreement, together

with the related transaction documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and

supersedes all prior negotiations and agreements. This Agreement may be executed in counterparts, including by electronic signature.

Any amendment must be in writing and signed by both Parties.

WITNESS WHEREOF, the Parties have executed this Assignment and Co-Ownership Agreement as of the Closing Date.

SOD SCIENCES, INC.

By: /s/

Joseph M. Salvani

Name: Joseph M.

Salvani

Title: Chief Executive

Officer

VIVOS THERAPEUTICS,

INC.

By: /s/

R. Kirk Huntsman

Name: R. Kirk

Huntsman

Title: Chairman

and Chief Executive Officer

Schedule

[Omitted pursuant to

Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedule to the Securities and

Exchange Commission or its staff upon request.]

EX-99.1

Filename: ex99-1.htm · Sequence: 6

Exhibit 99.1

Vivos

Therapeutics Closes Acquisition of Stake in SOD Sciences and 50% Interest in Pseudohypoxia Test, Opening a Potential Path to Access More

Than 325,000 New Patients Through the AHA Channel

Transaction

Expected to Add More Than $10 Million to Stockholders’ Equity as Vivos Forms Strategic Alliances Offering Potential New Revenue

and Profit Opportunities

LITTLETON,

Colo., October 19, 2026 — Vivos Therapeutics, Inc. (Nasdaq: VVOS) (“Vivos” or the “Company”) today

announced that it has closed its acquisition of an 11% fully diluted equity interest in SOD Sciences, Inc. (“SOD Sciences”

or “SOD”) and a 50% undivided co-ownership interest in SOD’s pseudohypoxia early-warning test, the “Primed Cell

for Chronic Disease” test. In exchange, Vivos issued to SOD 12,000 shares of newly created Series C Convertible Preferred Stock

with an aggregate stated value of $12 million. No cash consideration was paid by either party. Through the joint marketing arrangement

to be negotiated with SOD following closing and SOD’s marketing relationship with Florida based CLIA-certified lab American Health

Associates (“AHA”), Vivos also expects to obtain the opportunity to test and treat AHA’s more than 325,000 existing

patients at approximately 3,000 assisted living facilities and nursing homes, many of whom are believed to be at elevated risk for OSA

and for chronic diseases such as diabetes, cancer, and cardiovascular disease, subject to the negotiation and execution of definitive

agreements and to final approval of the bankruptcy court in AHA’s pending bankruptcy proceeding.

“Today

Vivos became more than a healthcare company just treating sleep apnea,” said R. Kirk Huntsman, Chairman and Chief Executive Officer

of Vivos. “We expect this transaction to add more than $10 million to our stockholders’ equity, and we now own half of a

test designed to identify patients whose sleep apnea may be contributing to chronic disease. With more than 2,600 sleep centers in the

country and SOD’s channel partners behind us, we intend to take that test nationwide, and our FDA-cleared appliances treat the

obstructive sleep apnea that may be contributing to the condition the test is designed to identify.”

The

transaction at a glance

● $10,380,000

of expected additional stockholders’ equity. Vivos issued 12,000 shares of Series

C Convertible Preferred Stock with an aggregate stated value of $12,000,000, convertible

at a fixed conversion price of $0.15 per share into up to 80,000,000 shares of common stock,

subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership

limitation (which the holder may increase to 9.99% on 61 days’ notice). The conversion

price represented a premium to the closing price of Vivos’ common stock on the date

the agreement was signed. Vivos expects to record the SOD interest and the test interest

as assets at fair value and to classify the preferred stock in permanent stockholders’

equity, resulting in an expected increase in stockholders’ equity of more than $10

million, subject to completion of the final valuation and review by the Company’s independent

registered public accounting firm.

● Half

of a new test. Vivos owns an undivided 50% interest in the pseudohypoxia test and related

intellectual property and is entitled to 50% of the contribution margin on sales of the test

through any channel, by either company. Contribution margin should not be equated with revenue,

net income or cash flow.

● A

potential national market. Following closing, Vivos and SOD expect to negotiate a separate

agreement under which SOD’s ReBalU Protocol would be marketed to Vivos customers and

U.S. sleep-testing centers on a 50/50 economic sharing basis. The Company believes the pseudohypoxia

test could expand its diagnostic and therapeutic services offerings to the more than 2,600

sleep testing centers nationwide, to the more than 2,500 multi-location cardiology medical

practices in the U.S., and to the approximately 3,000 assisted living centers and nursing

homes currently serviced by AHA.

● New

channels for Vivos products. Under the joint marketing agreement to be negotiated following

closing, SOD would market Vivos’ testing and device products through its AHA marketing

relationship and its existing relationship with Cleveland Clinic Weston, with Vivos expected

to retain the revenue from its sleep testing services and 80% of the contribution margin

on sales of Vivos products through those channels (with SOD receiving 20%).

Management

believes the closing of this transaction has the potential to be a transformational event for Vivos that could reshape and expand the

Company’s market and services offerings to hundreds of thousands of new patients at high risk for OSA and related chronic diseases.

SOD Sciences is expected to provide Vivos with new diagnostic and therapy products that Vivos believes to be highly synergistic with

its core FDA-cleared and proprietary OSA treatment methods and technologies, subject to clinical validation and applicable regulatory

requirements.

addition, the close collaboration with SOD Sciences is expected to provide Vivos with access to established distribution channels, such

as Cleveland Clinic Weston (Florida) and AHA, subject to the negotiation and execution of definitive agreements. Vivos management expects

to meet later this week with senior clinical and administrative leadership at both the Cleveland Clinic (Florida) and AHA to begin working

through execution logistics and timelines.

Management

believes that, if definitive agreements with AHA are executed and the channel is implemented as contemplated, the AHA channel could represent

a meaningful, potentially multi-million dollar, OSA sleep testing revenue opportunity for Vivos beginning in 2027, with limited capital

and staffing outlays from Vivos. Management also sees potential additional revenue from Vivos oral appliance product sales and other

related treatments. Remote patient monitoring and patient turnover in the target facilities may represent further revenue and profit

opportunities that the Company would seek to quantify once the relationship is underway and further data is collected.

Any

potential revenue or margin from the pseudohypoxia test or related products will depend on clinical validation, regulatory status, channel

execution, testing volume, realized pricing, and the costs allocated under the definitive agreements. This release does not establish

that the test predicts any conditions. Vivos’ oral-appliance FDA clearances do not extend to the test. Any potential revenue or

margin from the AHA relationship remains subject to entry into definitive agreements and bankruptcy court approval.

Nasdaq

Stockholders’ Equity Requirement

previously disclosed, in April 2026 the Company received a notice from The Nasdaq Stock Market LLC that it did not satisfy the minimum

stockholders’ equity requirement of $2.5 million for continued listing under Nasdaq Listing Rule 5550(b)(1). The Company believes

that, giving effect to the transaction and the expected classification of the Series C Convertible Preferred Stock in permanent stockholders’

equity, its stockholders’ equity exceeds that requirement. Any determination that the Company has regained compliance is subject

to Nasdaq’s review, and no assurance can be given that Nasdaq will concur or that the Company will be able to maintain compliance

with this or any other continued listing requirement.

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, that it may be subject to delisting.

About

Vivos Therapeutics

Vivos

Therapeutics, Inc. (Nasdaq: VVOS) is a medical technology and healthcare services company focused on developing and commercializing innovative

diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities

such as obstructive sleep apnea (OSA) and snoring in adults. Vivos’ devices have been cleared by the U.S. Food and Drug Administration

(FDA) for adult patients diagnosed with all severity levels of OSA and moderate-to-severe OSA in children ages 6 to 17. For more information,

visit www.vivos.com.

About

SOD Sciences

SOD

Sciences, Inc. is a precision-health company and the developer of the ReBalU Protocol, which combines genetic and biomarker testing with

a nutrition-based program and follow-up testing. SOD is also developing applications of its platform related to pseudohypoxia, including

the pseudohypoxia early-warning test.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section

21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements

include, without limitation, statements regarding: the expected increase in the Company’s stockholders’ equity and the anticipated

accounting treatment of the Series C Convertible Preferred Stock and the acquired interests; the Company’s compliance with Nasdaq

continued listing requirements; the negotiation and execution of the joint marketing agreement, the sleep-center agreement and definitive

agreements with AHA and Cleveland Clinic Weston; the Company’s ability to test and treat patients through the AHA channel, including

the outcome of AHA’s bankruptcy proceeding; the clinical utility, validation, regulatory status and commercial potential of the

pseudohypoxia test and the ReBalU Protocol; anticipated revenue, margin and profit opportunities; the stockholder approval to be sought

under Nasdaq Listing Rule 5635(a); and the expected benefits of the transaction. Words such as “expects,” “believes,”

“intends,” “potential,” “could,” “may,” “would,” “contemplated”

and similar expressions identify forward-looking statements.

These

statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results

to differ materially, including, without limitation, the risks that: (i) the Company’s independent registered public accounting

firm or Nasdaq reaches conclusions regarding the accounting treatment of the transaction or the Company’s stockholders’ equity

that differ from those anticipated; (ii) the Company does not regain or maintain compliance with Nasdaq’s continued listing requirements;

(iii) the joint marketing agreement, the sleep-center agreement and definitive agreements with AHA and Cleveland Clinic Weston are not

executed on the anticipated terms or at all; (iv) AHA does not emerge from bankruptcy, or the bankruptcy court does not approve the arrangements

contemplated, on the anticipated timetable or at all; (v) the pseudohypoxia test does not achieve clinical validation, regulatory clearance

or market acceptance; (vi) the anticipated revenue, margin and other benefits of the transaction are not realized; (vii) stockholder

approval of the issuance of common stock upon conversion of the Series C Convertible Preferred Stock in excess of the exchange cap is

not obtained; (viii) conversion of the Series C Convertible Preferred Stock results in dilution to existing stockholders; and (ix) the

other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report

on Form 10-K and Quarterly Reports on Form 10-Q.

Forward-looking

statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking

statement, whether as a result of new information, future events or otherwise, except as required by law.

Investor

and media contacts

Vivos

Therapeutics, Inc.: Investor Relations, investors@vivoslife.com

SOD

Sciences, Inc.: info@sodsciences.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 11

v3.26.3

Cover

Oct. 15, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 15, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-39796

Entity Registrant Name

VIVOS

THERAPEUTICS, INC.

Entity Central Index Key

0001716166

Entity Tax Identification Number

81-3224056

Entity Incorporation, State or Country Code

Entity Address, Address Line One

7921

Southpark Plaza

Entity Address, Address Line Two

Suite 210

Entity Address, City or Town

Littleton

Entity Address, State or Province

Entity Address, Postal Zip Code

80120

City Area Code

(866)

Local Phone Number

908-4867

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.0001 per share

Trading Symbol

VVOS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration