UNITED STATES OF AMERICA —Vivos Therapeutics has finalized a stock-for-stock exchange to secure an 11 percent fully diluted equity position in SOD Sciences, alongside a 50 percent undivided co-ownership interest in the Primed Cell for Chronic Disease diagnostic assay. In exchange for the equity and intellectual property rights, Vivos issued $12 million in newly created Series C convertible preferred stock to SOD Sciences, with no cash consideration changing hands. The transaction is projected to increase the company's stockholders' equity by more than $10 million, a capital adjustment that addresses previous compliance deficiencies regarding the minimum equity thresholds required for continued public listing on the Nasdaq exchange.
This strategic alignment extends the clinical utility of obstructive sleep apnea interventions into broader chronic disease management. Pseudohypoxia is increasingly recognized as a cellular mechanism linking sleep-disordered breathing to systemic conditions such as cardiovascular disease, diabetes, and oncology. By integrating this early-warning diagnostic assay, medical professionals can identify at-risk populations earlier, creating a unified care pathway that connects diagnostic screening directly with targeted oral appliance therapies. This integration primarily impacts the sleep medicine sector, specialized diagnostics, and long-term care facilities across the United States.
The diagnostic and medical device sectors are experiencing accelerated convergence as healthcare systems prioritize preventative and predictive medicine over reactive treatments. Regulatory and reimbursement frameworks are increasingly favoring comprehensive care models that demonstrate measurable improvements in chronic disease outcomes. This transaction reflects a broader industry shift where device manufacturers acquire stakes in biomarker testing platforms to secure proprietary patient identification channels. For long-term care and assisted living networks, access to specialized diagnostic tools could alter standard intake protocols, ensuring that residents with complex comorbidities receive targeted respiratory interventions.
For Vivos Therapeutics, a medical technology enterprise specializing in dentofacial abnormalities and sleep-disordered breathing, the acquisition provides immediate access to established distribution networks. Through pending joint marketing agreements, the company anticipates tapping into the patient base of American Health Associates, a clinical laboratory serving thousands of nursing homes, as well as regional health systems. The revenue-sharing framework grants Vivos an 80 percent contribution margin on its proprietary devices sold through these new channels, while splitting the economics of the newly acquired biomarker protocol. SOD Sciences, a precision health developer focused on genetic and nutritional biomarker platforms, gains immediate commercial scale and equity liquidity through this partnership.
