Vivos Therapeutics acquires 11% stake in SOD Sciences
VVOS•Vivos Therapeutics closed its acquisition of an 11% fully diluted stake in SOD Sciences and 50% ownership of its pseudohypoxia test, using preferred stock with a stated value of $12 million and no cash. The transaction is expected to add $10.38 million to stockholders’ equity, potentially restoring compliance with Nasdaq’s $2.5 million minimum requirement.
1. Transaction terms
Vivos Therapeutics received an 11% fully diluted stake in SOD Sciences and 50% ownership of its pseudohypoxia test. Consideration was 12,000 Series C convertible preferred shares with an aggregate stated value of $12 million; no cash changed hands. The preferred shares convert at $0.15 into up to 80 million common shares, subject to a 19.99% exchange cap pending stockholder approval.
2. Test revenue and equity
Vivos is entitled to 50% of the contribution margin on test sales through either company’s channels. The transaction is expected to add $10.38 million to stockholders’ equity, potentially restoring compliance with Nasdaq’s $2.5 million minimum requirement.
