Form 8-K

8-K — Vivos Therapeutics, Inc.

Accession: 0001493152-26-047158

Filed: 2026-10-15

Period: 2026-10-14

CIK: 0001716166

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001716166

2026-10-14

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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 14, 2026

VIVOS

THERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-39796

81-3224056

(State

or other jurisdiction

of 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.

Mutual

Stock Purchase and Asset Exchange Agreement

October 14, 2026, Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Mutual Stock Purchase

and Asset Exchange Agreement (the “Agreement”) with SOD Sciences, Inc., a Florida corporation (“SOD”). SOD owns

the ReBalU Protocol, a test/treat/retest platform, the architecture and related patent filings for a pseudohypoxia early-warning test

(the “Test”), and has a marketing arrangement opportunity with American Health Associates (“AHA”), and a Memorandum

of Understanding with Cleveland Clinic Weston.

Pursuant

to the Agreement, at the closing under the Agreement (the “Closing”), which is expected to occur on October 15, 2026, the

Company will issue to SOD 12,000 shares of a newly created series of the Company’s preferred stock designated “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, in exchange for (i) 2,907,338 shares of SOD common stock (the “SOD Shares”), representing

at least eleven percent (11%) of SOD’s fully diluted capital stock immediately after the Closing, and (ii) an undivided fifty percent

(50%) co-ownership interest in the Test and related intellectual property (the “Test Interest”), to be conveyed pursuant

to an Assignment and Co-Ownership Agreement between the Company and SOD, in the form attached to the Agreement (the “Assignment

Agreement”), described below.

cash consideration will be paid by either party, and no placement agent, broker, or finder was used in connection with the transaction.

To the Company’s knowledge, no officer, director, or substantial shareholder of the Company has any interest in SOD or in the consideration

payable under the Agreement.

Terms

of the Series C Preferred

The

terms of the Series C Preferred are set forth in a Certificate of Designations of Series C Convertible Preferred Stock, in the form attached

to the Agreement (the “Certificate of Designations”), which the Company will file with the Secretary of State of the State

of Delaware at or before the Closing, creating a series of 12,000 authorized shares of Series C Preferred, par value $0.0001 per share.

Under the Certificate of Designations, the Series C Preferred will rank pari passu with the Company’s Series A Convertible Preferred

Stock and senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution, or winding

up; will bear no mandatory or cumulative dividend, with holders participating with the common stock 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 then in effect; and will not be redeemable, with no holder put right, no mandatory conversion into a cash-settleable instrument,

and no cash-settlement feature of any kind.

Each

share of Series C Preferred will be convertible, at the option of the holder, into the number of shares of common stock determined by

dividing the stated value by the conversion price. The conversion price was fixed at the signing of the Agreement at $0.15 per share

and is not subject to any price reset or other price-based adjustment; the conversion price and the number of shares issuable upon conversion

adjust proportionally only for stock splits (including the Company’s pending reverse stock split), reverse stock splits, combinations,

stock dividends, and similar events, so that the capped percentage of outstanding common stock issuable upon conversion is not increased

by any such event. 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.

The

Certificate of Designations contains (i) an exchange cap providing that the aggregate number of shares of common stock issuable upon

conversion of the Series C Preferred may not exceed 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 in excess of that cap for purposes of Nasdaq

Listing Rule 5635(a); the cap is not waivable by the Company or any holder, and shares of common stock issued upon conversion under the

cap are not entitled to vote on the approval proposal; and (ii) a beneficial ownership limitation prohibiting conversion to the extent

the holder, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding common stock, which the holder

may increase to not more than 9.99% upon 61 days’ prior written notice. The Series C Preferred will vote with the common stock

on an as-converted basis, subject to the lesser of the beneficial ownership limitation and the exchange cap, and carries no right to

elect or designate directors and no board observer right. The Company will be required to reserve sufficient authorized but unissued

shares of common stock to permit conversion in full, subject to the exchange cap.

Pursuant

to the Agreement, the Company will include in the proxy statement for its stockholder meeting relating to the Company’s pending

reverse stock split a proposal to approve, for purposes of Nasdaq Listing Rule 5635(a), the issuance of common stock upon conversion

of the Series C Preferred in excess of the exchange cap, and the Company’s board of directors will recommend that stockholders

approve the proposal. The Closing and the issuance of the Series C Preferred are not conditioned on stockholder approval.

The

Agreement contains customary representations, warranties, and covenants of the parties, including representations of SOD regarding its

capitalization, its title to the Test and related intellectual property, its financial condition, its channel relationships with AHA

and Cleveland Clinic Weston, and the accuracy of the information SOD supplied to the Company and its valuation advisors. The representations

and warranties survive the Closing for twelve months (with certain title and intellectual property representations in the Assignment

Agreement surviving longer).

Under

the Agreement, following the Closing the parties will negotiate and enter into (i) a joint marketing or distribution agreement (the “Joint

Marketing Agreement”) governing SOD’s marketing of the Company’s testing and device products through the AHA and Cleveland

Clinic Weston channels and the sharing of contribution margin on the Test, which must contain, at a minimum, agreed terms attached to

the Agreement, including retention by the Company of 80% of the contribution margin on sales of Company products through those channels

(with SOD receiving 20%) and a 50/50 sharing of contribution margin on all sales of the Test through any channel, and (ii) a separate

agreement addressing marketing of the ReBalU Protocol to U.S. sleep-testing centers. If the Joint Marketing Agreement is not executed

within 90 days after the Closing, either party may submit the unresolved terms to binding determination by an independent expert; pending

execution, the agreed minimum terms govern the covered activities. SOD also agreed to a standstill on issuances of additional SOD equity

through April 16, 2027 without the Company’s consent, coupled with a pro rata participation right designed to maintain the Company’s

fully diluted ownership of SOD at not less than 11%, subject to a carve-out for new-hire incentive equity. In addition, SOD agreed to

use reasonable best efforts to negotiate and enter into definitive agreements with American Health Associates and Cleveland Clinic Weston

containing terms consistent in all material respects with the rights and economic arrangements described in the Agreement, and not to

enter into any such definitive agreement on terms materially less favorable to the Company without the Company’s prior written

consent.

The

Company’s obligation to close is subject to, among other conditions: (a) receipt by the Company’s board of directors of an

independent valuation opinion from a firm selected by the board, supporting the recording of $12,000,000 of stated value of the Series

C Preferred in stockholders’ equity; (b) concurrence with management by the Company’s independent registered public

accounting firm that the Series C Preferred will be classified in permanent stockholders’ equity and that the acquired assets will

be recorded at fair value; (c) receipt of the written consent of Streeterville Capital, LLC, the holder of the Company’s Series

B Convertible Preferred Stock, to the creation and issuance of the Series C Preferred (the “Streeterville Consent”); (d)

submission by the Company of a Notification Form: Listing of Additional Shares to The Nasdaq Stock Market LLC (“Nasdaq”)

with no outstanding objection; and (e) receipt of SOD’s required consents and closing deliverables, including certified resolutions

of SOD’s board of directors and a shareholder confirmation letter confirming the Company’s record ownership of the SOD Shares,

accompanied by an extract of SOD’s capitalization table. The Agreement may be terminated before the Closing by mutual written consent,

by either party if the Closing has not occurred on or before October 15, 2026 (provided that this right is not available to a party whose

breach was a principal cause of the failure to close by that date), by either party upon a final, non-appealable order prohibiting the

Closing, or by either party upon a material breach by the other party that would cause a closing condition to fail. The Company will

report the completion of the transaction, the filing of the Certificate of Designations, and the related unregistered issuance of the

Series C Preferred in a subsequent Current Report on Form 8-K upon the Closing.

Assignment

and Co-Ownership Agreement

the Closing, the Company and SOD will enter into the Assignment Agreement, pursuant to which SOD will assign to the Company an undivided

50% interest in the Test and related intellectual property, including patent rights, patent applications, know-how, trade secrets, protocols,

and data, free and clear of liens. The Company and SOD will hold the Test intellectual property as tenants in common. The Assignment

Agreement provides for, among other things: a 50/50 sharing of all revenue and consideration from exploitation of the Test (including

contribution margin on sales and all license and other exploitation revenue), reconciled quarterly; mutual consent rights over licenses

and exclusive licenses; equal sharing of patent prosecution, maintenance, and defense costs, with step-in rights if a party elects not

to participate or proposes to abandon a filing; covenants requiring each party to join enforcement actions as a party plaintiff upon

request and mutual consent to settlements; recordation of the Company’s co-ownership interest with the U.S. Patent and Trademark

Office; delivery by SOD of the know-how, protocols, validation data, and regulatory files comprising the Test intellectual property within

30 days after the Closing; mutual confidentiality and publication controls; a right of first refusal in favor of the Company on any transfer

of SOD’s retained interest; and a buy-sell exit mechanism based on independently appraised fair market value. Improvements to the

Test developed by SOD, or jointly, will be co-owned as part of the Test intellectual property; improvements developed solely by the Company,

and the Company’s background intellectual property (including its at-home oxygen desaturation and recovery testing technology and

oral appliance devices), remain solely the Company’s.

Streeterville

Consent

Each

party’s obligation to close is conditioned on the Company’s receipt of the Streeterville Consent, under which Streeterville

Capital, LLC, in its capacities as holder of the Company’s Series B Convertible Preferred Stock and as lender under its outstanding

note documents with the Company, will consent to the creation and issuance of the Series C Preferred and the issuance of the shares of

common stock issuable upon conversion thereof, and will waive any default or other right that would otherwise arise solely by reason

of the transaction.

The

foregoing descriptions of the Agreement, the form of Assignment Agreement, and the form of Certificate of Designations are summaries,

do not purport to be complete, and are qualified in their entirety by reference to the full text of the Agreement (including the exhibits

thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement

has been included to provide investors with information regarding its terms; it is not intended to provide any other factual information

about the Company or SOD. The representations, warranties, and covenants contained in the Agreement were made only for purposes of that

agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by

the parties, including being qualified by confidential disclosure schedules, and may be subject to standards of materiality that differ

from those applicable to investors. Investors should not rely on the representations, warranties, and covenants, or any descriptions

thereof, as characterizations of the actual state of facts or condition of the Company, SOD, or any of their respective affiliates.

Item

7.01 Regulation FD Disclosure.

October 15, 2026, the Company issued a press release announcing its entry into the Agreement, a copy of which is attached as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, as amended, 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 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

following unaudited pro forma condensed balance sheet information of the Company as of June 30, 2026, giving effect to the transaction

described in Item 1.01 of this Current Report (including the issuance of the Series C Preferred, which the Company will classify in permanent

stockholders’ equity, and the recording of the acquired assets), as if the transaction had been consummated on that date. The pro

forma balance sheet evidences pro forma stockholders’ equity of approximately $8 million, reflecting the $12 million stated value

all to investment in subsidiary and none to other assets pending completion of the purchase price allocation. The pro forma equity amount

exceeds the $2,500,000 minimum stockholders’ equity requirement of Nasdaq Listing Rule 5550(b)(1) by $5.5 million.

The

Company believes that, upon the Closing, it will have stockholders’ equity above the minimum requirement. No assurance can be given

that the Closing will occur on October 15, 2026, that Nasdaq will concur that the Company has regained compliance, or that the Company

will be able to maintain compliance with this or any other Nasdaq listing requirement.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, including statements regarding the satisfaction of the closing conditions and the timing and occurrence of the Closing, the expected

benefits of the transaction with SOD, the negotiation and execution of the Joint Marketing Agreement, the Sleep Center Agreement and

the definitive channel agreements, the anticipated accounting treatment of the transaction, the Company’s compliance with Nasdaq

continued listing requirements, the proposed reverse stock split, 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

the risk that the closing conditions are not satisfied and the transaction does not close, that the anticipated benefits of the transaction

are not realized, that the definitive post-closing agreements are not executed on the anticipated terms or at all, that the Company’s

independent registered public accounting firm or Nasdaq reaches conclusions different from those anticipated, that stockholder approval

is not obtained, and 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. The Company undertakes no obligation to update forward-looking

statements except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

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. (including the forms of Assignment and Co-Ownership Agreement and Certificate of Designations of Series C Convertible Preferred Stock attached as exhibits thereto)*

99.1

Press Release dated October 15, 2026 (furnished, not filed)

104

Cover

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

Certain exhibits and 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 exhibit or schedule to the Securities and Exchange Commission 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 15, 2026

By:

/s/

Roman Franklin

Name:

Roman Franklin

Title:

Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Certain

exhibits and schedules to this Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish

supplementally a copy of any omitted exhibit or schedule to the U.S. Securities and Exchange Commission upon request.

MUTUAL

STOCK PURCHASE AND ASSET EXCHANGE AGREEMENT

This

Mutual Stock Purchase and Asset Exchange Agreement (this “Agreement”) is entered into as of October 14, 2026 (the “Effective

Date”), by and between VIVOS THERAPEUTICS, INC., a Delaware corporation (“Vivos” or the “Purchaser”) and

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

RECITALS

SOD owns the ReBalU Protocol, the test/treat/retest platform, the pseudohypoxia early-warning test architecture and related patent filings,

a marketing agreement with American Health Associates (“AHA”), and a Memorandum of Understanding with Cleveland Clinic Weston.

SOD desires to sell and transfer to Vivos, and Vivos desires to purchase and acquire from SOD, (i) shares of capital stock of SOD representing

eleven percent (11%) of the post-closing fully diluted equity of SOD and (ii) a fifty percent (50%) undivided interest in the pseudohypoxia

early-warning test and related intellectual property, in each case on the terms set forth herein and in the Assignment and Co-Ownership

Agreement attached as Exhibit A hereto.

As the sole consideration for such purchase, Vivos will issue to SOD a new series of convertible preferred stock of Vivos with an aggregate

stated value of $12,000,000, having the terms set forth in the Certificate of Designations attached as Exhibit B hereto.

Following the Closing, the Parties will negotiate and enter into (i) a joint marketing or distribution agreement (the “Joint Marketing

Agreement”) governing SOD’s marketing of Vivos products through the AHA and Cleveland Clinic channels and the sharing of

contribution margin on the pseudohypoxia test, containing at a minimum the terms set forth in Exhibit C hereto, and (ii) a separate agreement

addressing marketing of the ReBalU Protocol to U.S. sleep-testing centers (the “Sleep Center Agreement”), to be negotiated

in good faith after the Closing.

NOW,

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

which are acknowledged, the Parties agree as follows:

ARTICLE

PURCHASE

AND SALE; CONSIDERATION

1.1

Purchase and Sale of the SOD Shares.

Upon

the terms and subject to the conditions of this Agreement, at the Closing, SOD shall issue, sell, transfer and deliver to Vivos, and

Vivos shall purchase and acquire from SOD, such number of shares of common stock of SOD as equals at least eleven percent (11%) of the

fully diluted equity of SOD (and of both voting and economic equity interests in SOD) immediately after the Closing, after giving effect

to the issuance of such shares (calculated on a fully diluted, as-converted basis, including all outstanding options, warrants and convertible

securities) (the “SOD Shares”), free and clear of all liens, claims and encumbrances (“Liens”). Based on fully

diluted capital stock outstanding immediately before Closing of 23,523,000 shares of common stock, Vivos will receive 2,907,338 shares

of SOD common stock at Closing.

1.2

Purchase and Sale of the Test Interest.

Upon

the terms and subject to the conditions of this Agreement, at the Closing, SOD shall sell, assign, transfer and convey to Vivos, and

Vivos shall purchase and acquire from SOD, a fifty percent (50%) undivided co-ownership interest in the pseudohypoxia early-warning test

and related intellectual property (the “Test Interest”), free and clear of all Liens, on the terms and conditions set forth

in the Assignment and Co-Ownership Agreement in the form attached as Exhibit A (the “Assignment Agreement”). The Test Interest,

together with the SOD Shares, are referred to as the “Purchased Interests.” The transfer of the Test Interest shall be effected

at the Closing by the execution and delivery of the Assignment Agreement.

1.3

Consideration; Issuance of the Preferred Shares.

the sole consideration for the Purchased Interests, at the Closing, Vivos shall issue and deliver to SOD shares of a newly created series

of convertible preferred stock of Vivos, designated “Series C Convertible Preferred Stock” (the “Preferred Shares”),

with an aggregate stated value of $12,000,000, having the rights, preferences and limitations set forth in the Certificate of Designations

in the form attached as Exhibit B hereto (the “Certificate of Designations”).

1.4

Contribution Margin on the Test.

From

and after the Closing, the Parties shall share equally (50/50) the contribution margin on every sale of the Test through any channel,

whichever Party makes the sale, as to be further documented in the Joint Marketing Agreement contemplated by Section 6.2.

ARTICLE

CLOSING

2.1

Closing.

The

closing of the purchase and sale of the Purchased Interests and the issuance of the Preferred Shares (the “Closing”) shall

take place remotely by exchange of electronic signatures and documents immediately upon the satisfaction or waiver of the conditions

set forth in Article III (other than those conditions that by their nature are to be satisfied at the Closing), or on such other date

as the Parties mutually agree in writing (the “Closing Date”). The Parties intend that this Agreement be executed, and that

Vivos file a Current Report on Form 8-K with a pro forma condensed balance sheet, on or before October 15, 2026.

2.2

Seller Closing Deliverables.

the Closing, SOD shall deliver to Vivos:

a counterpart of this Agreement, duly executed by SOD;

certificates or book-entry evidence representing the SOD Shares, registered in the name of Vivos;

a shareholder confirmation letter, duly executed by SOD, substantially in the form of Exhibit D, confirming that Vivos is the record

holder of the SOD Shares as of the Closing Date and that the SOD Shares are fully paid and non-assessable, together with an extract of

SOD’s updated capitalization table as of the Closing Date reflecting that record ownership;

certified copies of the resolutions of SOD’s board of directors approving this Agreement, the issuance and sale of the SOD Shares

and the transfer of the Test Interest;

the Assignment Agreement, duly executed by SOD;

a certificate of an officer of SOD certifying SOD’s organizational documents, authorizing resolutions and incumbency; and

a certificate of an officer of SOD certifying the satisfaction of the conditions set forth in Sections 3.1(F) and 3.1(G).

2.3

Purchaser Closing Deliverables.

the Closing, Vivos shall deliver to SOD:

evidence of the filing of the Certificate of Designations with the Secretary of State of the State of Delaware;

book-entry evidence representing the Preferred Shares, registered in the name of SOD; and

a certificate of an officer of Vivos certifying Vivos’s authorizing resolutions and the satisfaction of the conditions set forth

in Section 3.2.

ARTICLE

III

CONDITIONS

TO CLOSING

3.1

Conditions to the Obligations of Vivos.

The

obligation of Vivos to consummate the Closing is subject to the satisfaction (or waiver by Vivos in writing) of each of the following

conditions:

Valuation opinion. Vivos shall have received an independent valuation opinion, from a firm selected by the Vivos board of directors or

a committee thereof, addressed to the Vivos board, covering the SOD Shares and supporting the recording of at least $12,000,000 stated

value of the Preferred Shares in stockholders’ equity, in form and substance reasonably satisfactory to the Vivos board.

Auditor concurrence. Vivos shall have received concurrence from its independent registered public accounting firm that (i) the Preferred

Shares will be classified in permanent stockholders’ equity and (ii) the Purchased Interests will be recorded at the fair value

thereof as determined by Vivos board of directors or $12,000,000, whichever is higher.

Series B consent. Vivos shall have received the written consent of the holder of the Series B Convertible Preferred Stock held by Streeterville

Capital, LLC to the creation and issuance of the Preferred Shares, and such consent shall remain in full force and effect.

Nasdaq. Vivos shall have submitted a Listing of Additional Shares notification to Nasdaq with respect to the common stock issuable on

conversion of the Preferred Shares, and no objection from Nasdaq shall be outstanding.

Delivery of the Purchased Interests. SOD shall have delivered, or shall stand ready to deliver at the Closing, the SOD Shares and the

Test Interest, free and clear of all Liens, together with each item described in Section 2.2, including SOD’s executed counterpart

of this Agreement, certified resolutions of SOD’s board of directors approving the transactions contemplated hereby, and the shareholder

confirmation letter substantially in the form of Exhibit D, with an updated capitalization table extract.

Representations; covenants; no injunction. The representations and warranties of SOD in Article IV shall be true and correct in all material

respects as of the Closing Date; SOD shall have performed in all material respects its obligations hereunder required to be performed

at or before the Closing; and no law, order or injunction shall prohibit the Closing.

SOD Consents. All consents and approvals required to be obtained by SOD for the consummation of the transactions contemplated hereby,

including those set forth on Schedule 4.5, shall have been obtained and shall be in full force and effect.

3.2

Conditions to the Obligations of SOD.

The

obligation of SOD to consummate the Closing is subject to the satisfaction (or waiver by SOD in writing) of each of the following conditions:

the Certificate of Designations shall have been duly approved by Vivos board of directors and filed with the Secretary of State of the

State of Delaware;

Vivos shall stand ready to issue and deliver the Preferred Shares and each item described in Section 2.3;

Vivos shall have received the written consent of the holder of the Series B Convertible Preferred Stock held by Streeterville Capital,

LLC to the creation and issuance of the Preferred Shares, and such consent shall remain in full force and effect;

the representations and warranties of Vivos in Article V shall be true and correct in all material respects as of the Closing Date, and

Vivos shall have performed in all material respects its obligations hereunder required to be performed at or before the Closing; and

no law, order or injunction shall prohibit the Closing.

3.3

Closing Efforts.

Each

Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things

reasonably necessary, proper or advisable to cause the conditions set forth in this Article III to be satisfied as promptly as practicable

and in any event prior to the Outside Date, including, in the case of Vivos, using commercially reasonable efforts to (a) engage the

independent valuation firm and obtain the fairness and valuation opinion described in Section 3.1(A), (b) obtain the Series B holder

consent described in Section 3.1(C), (c) obtain the auditor concurrence described in Section 3.1(B), (d) make the Nasdaq notification

described in Section 3.1(D); and, in the case of SOD, using commercially reasonable efforts to deliver the Purchased Interests and all

instruments and consents required for their transfer and to cooperate with the valuation firm, the auditors and Nasdaq, including by

furnishing financial, patent and channel information reasonably requested.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF SOD

SOD

represents and warrants to Vivos, as of the Effective Date and as of the Closing Date, as follows:

4.1

Organization; Authority.

SOD

is duly organized, validly existing, and in good standing under the laws of the State of Florida. SOD has full corporate power and authority

to own its assets, conduct its business as currently conducted, and to execute, deliver, and perform this Agreement and the other transaction

documents. SOD has duly authorized the execution, delivery, and performance of this Agreement by all necessary corporate action. This

Agreement constitutes SOD’s valid and binding obligation, enforceable against SOD in accordance with its terms, subject to bankruptcy

and other customary equitable limitations. The execution, delivery, and performance of this Agreement do not conflict with SOD’s

organizational documents, any material agreement to which SOD is a party, or applicable law, except as would not reasonably be expected

to be material.

4.2

Capitalization; the SOD Shares.

Schedule

4.2 sets forth the fully diluted capitalization of SOD prior to Closing, including all outstanding shares (by class and series), options,

warrants, convertible securities, SAFEs, promises to issue equity, and any other rights to acquire equity interests. All outstanding

equity interests of SOD are validly issued, fully paid, and nonassessable. There are no preemptive rights, anti-dilution rights, voting

agreements, or other arrangements that would dilute, prefer, or otherwise adversely affect the percentage or economic rights represented

by the SOD Shares, except as set forth on Schedule 4.2. The SOD Shares, when issued and delivered at the Closing, will represent at least

eleven percent (11%) of the fully diluted equity of SOD immediately after Closing, will be duly authorized, validly issued, fully paid

and nonassessable, and will be delivered free and clear of all Liens, preemptive rights, and transfer restrictions other than those arising

under applicable securities laws or as set forth on Schedule 4.2.

4.3

Title to the Test Interest; Intellectual Property.

SOD

is the sole and exclusive owner of the Test and of all patent applications and other intellectual property rights included in the Test

Interest, free and clear of all Liens and licenses. The patent filings and related intellectual property comprising the Test IP are as

described in Exhibit A and Schedule A thereto. SOD has not received notice of any claim challenging its ownership of, or the validity

of, such rights. Except as set forth on Schedule 4.3, the Test Interest is free and clear of Liens and of any licenses that would materially

impair the co-ownership interest being transferred. Upon the Closing, Vivos will hold a 50% undivided co-ownership interest in the Test

Interest, free and clear of all Liens.

4.4

Channel Agreements.

SOD

has delivered to Vivos true, correct, and complete copies of the American Health Associates (“AHA”) marketing term sheet

and the Memorandum of Understanding with Cleveland Clinic Weston (including all amendments and related writings) (the “Cleveland

MOU”).

The

AHA marketing term sheet and the Cleveland MOU are a term sheet and a memorandum of understanding, respectively, and not definitive agreements.

SOD has no information that would lead it to believe that the rights and economic arrangements described in the AHA marketing term sheet

and the Cleveland MOU will not be reflected in the definitive agreements contemplated thereby, and SOD expects that such definitive agreements,

when executed, will contain terms consistent in all material respects with the rights and arrangements set forth in the AHA marketing

term sheet (such definitive agreement with AHA, the “AHA Agreement”) and the Cleveland MOU (such definitive agreement with

Cleveland Clinic Weston, the “CCW Agreement”).

The

AHA Agreement will provide SOD with the right to market testing and device products (including Vivos products) to clinics and patient

populations identified through the AHA network, on terms consistent with those described in the proposal dated October 13, 2026 (Vivos

retaining 80% of contribution margin on sales of Vivos products, SOD receiving 20%), subject only to the express terms of the AHA Agreement

and any ordinary-course operational requirements. The residual qualified patient access described in the materials provided to Vivos

and its valuation advisors is consistent in all material respects with the rights that will actually be conferred by the AHA Agreement.

SOD has not received notice of any restructuring, termination, or material limitation that would reduce that access below the levels

reflected in those materials.

The

Cleveland MOU covers, and the CCW Agreement will cover, an IRB-approved study comparing Vivos’s FDA-cleared appliances with CPAP

for intermittent hypoxia and a commercial program to transition more than 2,000 existing CPAP patients to Vivos devices, including the

commitment of the Clinic’s chief medical officer (as reflected in the MOU or related writings) to direct physicians to begin that

transition without waiting for study results. The Cleveland MOU provides, and the CCW Agreement will provide, SOD with the right to market

Vivos testing and device products into the Cleveland Clinic Weston and related South Florida cardiac channel on terms consistent with

those described in the proposal dated October 13, 2026 (Vivos retaining 80% of contribution margin on sales of Vivos products, SOD receiving

20%), subject only to the express terms of the Cleveland MOU and any ordinary-course operational requirements. SOD has not received notice

of any termination, material limitation, or failure of the commercial program or study arrangements that would materially impair the

access or economics described in the materials provided to Vivos and its valuation advisors.

SOD

has the legal right and authority to perform the marketing and channel commitments contemplated by this Agreement and the related joint

arrangements, and to deliver the patient access and economic rights relied upon in the valuation materials.

4.5

No Conflicts; Consents.

The

execution, delivery and performance of this Agreement do not conflict with SOD’s organizational documents, any material agreement

to which SOD is a party, or any applicable law. The only consents and approvals required to be obtained by SOD in connection with the

transactions contemplated hereby are those set forth on Schedule 4.5.

4.6

Financial Condition

SOD

has delivered to Vivos a certificate signed by its chief executive officer presenting its most recent balance sheet information as of

October 14, 2026. Such balance sheet information fairly presents, in all material respects, the financial position of SOD as of such

date, prepared on a consistent basis. SOD has no material liabilities (absolute, contingent, or otherwise) that are not reflected or

reserved against and presented in that certificate or incurred in the ordinary course since the balance-sheet date, except as set forth

on Schedule 4.6. SOD has no material indebtedness, preferred claims, or other senior obligations except as disclosed in the certificate

attached to Schedule 4.6. Net debt (calculated consistently with ordinary valuation practice) is as set forth in the certificate attached

to Schedule 4.6; there are no material undisclosed senior claims or other equity adjustments that would reduce the enterprise value attributable

to SOD.

4.7

Accuracy of Information Supplied.

All

information, materials, forecasts, patient counts, conversion assumptions, pricing data, and other materials that SOD has provided to

Vivos or to the valuation firm (including investor summaries, patient guides, protocol materials, and channel analyses) are true, accurate,

and complete in all material respects and do not omit any material fact necessary to make the information not misleading. Key operational

facts relied upon in those materials (including residual qualified patient pools, conversion gates, and recheck assumptions) are accurate

in all material respects to SOD’s knowledge

4.8

Litigation.

There

is no action, suit or proceeding pending or, to SOD’s knowledge, threatened against SOD that would reasonably be expected to prevent

or materially delay the Closing or materially impair the value of the Purchased Interests.

4.9

No Material Adverse Change.

SOD

has delivered to Vivos a certificate of its chief executive officer which fairly presents, as of October 14, 2026, the financial condition

of SOD. Since the date of the certificate delivered to Vivos, there has been no material adverse change in the business, assets, liabilities,

channels, or prospects of SOD, and SOD has conducted its business in the ordinary course.

4.10

Investment Representations.

SOD

is acquiring the Preferred Shares for its own account, for investment and not with a view to distribution; SOD is an “accredited

investor” within the meaning of Regulation D under the Securities Act of 1933; and SOD understands that the Preferred Shares and

the underlying common stock are restricted securities that may not be transferred absent registration or an available exemption, and

acknowledges the 4.99% blocker, the 19.99% exchange cap, and the absence of any redemption or cash-settlement right.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF VIVOS

Vivos

represents and warrants to SOD, as of the Effective Date and as of the Closing Date, as follows:

5.1

Organization; Authority.

Vivos

is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has full corporate power

and authority to execute, deliver and perform this Agreement and the Certificate of Designations, and has duly authorized the same by

all necessary corporate action. This Agreement constitutes Vivos’ valid and binding obligation, enforceable in accordance with

its terms.

5.2

The Preferred Shares.

The

Preferred Shares, when issued at the Closing against delivery of the Purchased Interests and following the filing of the Certificate

of Designations, will be duly authorized, validly issued, fully paid and nonassessable, free of preemptive rights, and will have the

rights, preferences and limitations set forth in the Certificate of Designations, including ranking pari passu with the Series A Convertible

Preferred Stock as to dividends and liquidation. The shares of common stock issuable on conversion, when issued in accordance with the

Certificate of Designations, will be duly authorized, validly issued, fully paid and nonassessable, and a sufficient number of shares

of common stock will be reserved for issuance on conversion, subject to the 19.99% exchange cap set forth in the Certificate of Designations.

5.3

No Conflicts; Consents.

Subject

to receipt of the Series B holder consent described in Section 3.1(C) and the filing of the Certificate of Designations, the execution,

delivery and performance of this Agreement do not conflict with Vivos’ certificate of incorporation or bylaws, the certificates

of designations of any outstanding series of preferred stock, any material agreement to which Vivos is a party, or any applicable law

or Nasdaq rule.

5.4

SEC Reports; Nasdaq.

Vivos’

reports filed with the Securities and Exchange Commission, as of their respective dates, complied in all material respects with applicable

requirements and did not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein

not misleading. Vivos has disclosed to SOD the notice received from Nasdaq under Listing Rule 5550(b)(1) and the related compliance plan

period.

5.5

Investment Representations.

Vivos

is acquiring the SOD Shares for its own account, for investment purposes, and not with a view to distribution in violation of the Securities

Act of 1933. Vivos has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and

risks of the investment, and understands that the SOD Shares will be restricted securities that may not be transferred absent registration

or an available exemption.

ARTICLE

COVENANTS

6.1

Efforts.

The

Parties’ obligations under Section 3.3 apply from the Effective Date through the Closing or earlier termination of this Agreement.

6.2

Post-Closing Agreements.

Following

the Closing, the Parties shall use reasonable best efforts to negotiate, agree and execute, as promptly as practicable after the Closing,

(a) the Joint Marketing Agreement, which shall contain, at a minimum, the terms set forth in Exhibit C hereto, and (b) the Sleep Center

Agreement addressing marketing of the ReBalU Protocol to U.S. sleep-testing centers.

The

Joint Marketing Agreement shall contain, at a minimum, the terms set forth in Exhibit C. The Parties shall negotiate in good faith

the remaining terms of the Joint Marketing Agreement. If the Parties have not executed the Joint Marketing Agreement within ninety (90)

days after the Closing Date, then either Party may submit the remaining unresolved terms to an independent expert mutually selected by

the Parties (or, if they cannot agree within ten (10) days, designated by the American Arbitration Association) for binding determination.

The expert shall be instructed to adopt terms that (a) include all of the minimum terms set forth in Exhibit C and (b) are consistent

with customary commercial practice for similar marketing and distribution arrangements. The expert’s determination shall be final

and binding, and the Parties shall execute an agreement reflecting such determination within ten (10) days after it is issued. Pending

execution of the Joint Marketing Agreement, the terms set forth in Exhibit C and in Section 1.4 shall govern the Parties’

conduct of the covered activities.

6.3

Nasdaq and SEC Matters.

Vivos

shall (a) file a Current Report on Form 8-K announcing this Agreement, including a pro forma condensed balance sheet evidencing stockholders’

equity above $2.5 million, on or as promptly as possible after the Closing Date (and in any event on or before October 15, 2026 if Closing

occurs on or before that date); and (b) submit a Listing of Additional Shares notification to Nasdaq. SOD shall furnish information reasonably

required for those filings.

6.4

Shareholder Approval.

Vivos

shall include in its proxy statement for the pending reverse stock split a proposal to approve, for purposes of Nasdaq Listing Rule 5635(a),

the issuance of common stock on conversion of the Preferred Shares in excess of the 19.99% exchange cap, and the Vivos board shall recommend

that stockholders approve the proposal. For the avoidance of doubt, any shares of common stock issued on conversion under the cap shall

not be voted on the proposal. The exchange cap remains in effect unless and until such approval is obtained. The Closing and the issuance

of the Preferred Shares are not conditioned on stockholder approval.

6.5

Conduct Before Closing.

Between

the Effective Date and the Closing, SOD shall not sell, license, encumber or abandon any of the Purchased Interests, amend the AHA agreement

or Cleveland Clinic MOU in a manner adverse to the transactions contemplated hereby, or take any action that would make the Closing conditions

incapable of satisfaction; and Vivos shall not amend its certificate of incorporation or the terms of any outstanding preferred stock

in a manner adverse to the Preferred Shares.

6.6

Further Assurances.

Each

Party shall execute such further instruments as reasonably requested to effect the transactions contemplated hereby.

6.7

Public Announcements.

Neither

Party shall issue any press release or public statement concerning this Agreement without the prior written consent of the other, except

as required by law, SEC rule or Nasdaq rule, in which case the disclosing Party shall give the other a reasonable opportunity to review.

6.8

Channel Definitive Agreements.

SOD

shall use reasonable best efforts to negotiate, finalize, and enter into, as promptly as practicable after the Closing:

(a)

the AHA Agreement containing terms consistent in all material respects with the rights and economic arrangements described in the AHA

marketing term sheet and in Section 4.4; and

(b)

a CCW Agreement that contains terms consistent in all material respects with the rights and economic arrangements described in the Cleveland

MOU and in Section 4.4.

SOD

shall keep Vivos reasonably informed of the status of such negotiations and shall provide Vivos with copies of the material drafts of

the AHA Agreement and CCW Agreement for review and comment prior to execution. SOD shall not enter into any definitive agreement with

AHA or Cleveland Clinic Weston that is materially less favorable to the rights and economics described in Section 4.4 without the prior

written consent of Vivos.

6.9

SOD Anti-Dilution Covenant.

From

the Closing Date through April 16, 2027 (the “Anti-Dilution Period”), SOD shall not, without the prior written consent of

Vivos:

(a)

issue, sell, grant, or otherwise dispose of any shares of its capital stock or any options, warrants, convertible securities, SAFEs,

rights to acquire equity, or other equity or equity-linked securities of any kind (collectively, “Additional Equity”);

(b)

amend, modify, or waive any terms of any outstanding Additional Equity in a manner that increases the number of shares issuable thereunder

or reduces the price or other consideration required for issuance; or

(c)

take any other action that would result in the SOD Shares representing less than eleven percent (11%) of the fully diluted equity of

SOD (calculated on a fully diluted, as-converted basis, including all outstanding options, warrants, and convertible securities).

Any

issuance of Additional Equity during the Anti-Dilution Period that is consented to by Vivos shall be structured so that Vivos is offered

the right to participate on a pro rata basis (or such other basis as Vivos may elect) sufficient to maintain its fully diluted ownership

percentage at not less than eleven percent (11%), unless Vivos elects in writing to waive such right with respect to that issuance.

Notwithstanding

the foregoing, SOD may, without the prior written consent of Vivos, grant incentive equity (including options, restricted stock, restricted

stock units, or other equity or equity-linked awards) solely to new employees hired after the Closing Date in an aggregate amount not

to exceed ten percent (10%) of the fully diluted equity of SOD outstanding immediately after the Closing as set forth in this Agreement.

SOD

shall promptly notify Vivos in writing of any proposed issuance or action that would otherwise be restricted by this Section 6.9, including

the material terms thereof, at least ten (10) business days prior to the proposed issuance or action.

This

Section 6.9 shall survive the Closing and remain in full force and effect through the end of the Anti-Dilution Period.

ARTICLE

VII

TERMINATION

7.1

Termination.

This

Agreement may be terminated at any time before the Closing: (a) by mutual written consent of the Parties; (b) by either Party, by written

notice, if the Closing has not occurred on or before October 15, 2026 (the “Outside Date”), provided that the right to terminate

under this clause is not available to a Party whose breach of this Agreement (including Section 3.3) has been a principal cause of the

failure of the Closing to occur by the Outside Date; (c) by either Party if a governmental authority of competent jurisdiction has issued

a final, non-appealable order permanently prohibiting the Closing; or (d) by either Party upon a material breach by the other Party of

any representation, warranty or covenant that would cause a condition in Article III to fail.

7.2

Effect of Termination.

Upon

termination, this Agreement shall become void and of no further effect, without liability of either Party, except that (a) this Section

7.2 and Article VIII survive, and (b) no termination relieves a Party of liability for fraud or willful breach occurring before termination.

ARTICLE

VIII

MISCELLANEOUS

8.1

Survival.

The

representations and warranties in Articles IV and V survive the Closing for twelve (12) months; covenants survive in accordance with

their terms.

8.2

Governing Law; Jurisdiction.

This

Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Each Party submits to the

exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if it lacks jurisdiction, the state and federal courts

located in Delaware) and waives trial by jury.

8.3

Specific Performance.

The

Parties agree that irreparable damage would occur if this Agreement were not performed in accordance with its terms, and each Party is

entitled to specific performance in addition to any other remedy.

8.4

Notices.

Notices

must be in writing and are effective on delivery by hand, e-mail (with confirmation) or nationally recognized overnight courier to the

addresses set forth on the signature pages.

8.5

Entire Agreement; Amendment; Waiver.

This

Agreement, the Certificate of Designations, the Exhibits and the Schedules constitute the entire agreement of the Parties concerning

the subject matter and supersede the October 3, 2026 proposal (as revised October 9 and October 13, 2026) and all other prior agreements

and understandings. Amendments and waivers must be in a writing signed by both Parties.

8.6

Assignment; No Third-Party Beneficiaries.

Neither

Party may assign this Agreement without the other’s prior written consent. This Agreement is for the sole benefit of the Parties.

8.7

Expenses.

Each

Party bears its own costs and expenses, including fees of counsel, accountants and the valuation firm engaged by it.

8.8

Severability; Counterparts.

any provision is held invalid, the remainder continues in effect, and the Parties shall negotiate a valid substitute that most closely

reflects their intent. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original.

[Signature

Page Follows]

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

VIVOS

THERAPEUTICS, INC.

By:

/s/

R. Kirk Huntsman

Name:

Kirk Huntsman

Title:

Chairman

and Chief Executive Officer

SOD

SCIENCES, INC.

By:

/s/

Joseph M. Salvani

Name:

Joseph

M. Salvani

Title:

Chief

Executive Officer

EXHIBITS

AND SCHEDULES

The

following Exhibits and Schedules are attached to and form part of this Agreement:

Document

Contents

Exhibit

Assignment

and Co-Ownership Agreement (Test Interest)

Exhibit

Certificate

of Designations — Series C Convertible Preferred Stock

Exhibit

Joint

Marketing — Minimum Terms

Exhibit

Form

of Shareholder Confirmation Letter

Schedule

4.2

SOD

fully diluted capitalization

Schedule

4.3

SOD

encumbrances

Schedule

4.5

SOD

required consents

Schedule

4.6

SOD

Financial Condition

EXHIBIT

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 (the “Purchase Agreement”), by and between SOD SCIENCES, INC.,

a Florida 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:

A. 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.

B. 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.

C. Neither

Party may grant an exclusive license under the Test IP without the prior written consent

of the other Party.

D. 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.

E. 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:

A. SOD

is the sole and exclusive owner of the Test IP and has the full right and authority to assign

the Assigned Interest.

B. The

Test IP is free and clear of all liens, security interests, and encumbrances except as disclosed

on Schedule A.

C. SOD

has not granted any exclusive license or other right that would conflict with the Assigned

Interest.

D. The

execution and performance of this Agreement have been duly authorized by all necessary corporate

action of SOD.

E. 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.

F. 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.

G. 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.

H. 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):

A. 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;

B. 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;

C. 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;

D. Provide

reasonable access to inventors, technical personnel, and relevant records as needed to support

patent prosecution, enforcement, or commercialization of the Test IP; and

E. 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:

Kirk Huntsman

Title:

Chairman

and Chief Executive Officer

Schedule

Description

of Test IP

The

“Test IP” means all intellectual property, know-how, protocols, data rights, and related assets owned or controlled by SOD

(including through any affiliate, founder, officer, employee, or contractor) comprising or relating to the pseudohypoxia early-warning

test, including without limitation:

All patent applications (provisional or non-provisional) and patents, whether filed or to be filed, covering identification of individuals

whose cells are primed for further chronic disease (including cancer) through the pseudohypoxia signature, and related methods, compositions,

and systems, including the patent filings listed below and SOD’s test/treat/retest protocol filings to the extent covering the

Test, together with all continuations, continuations-in-part, divisionals, reissues, reexaminations, extensions, and foreign counterparts

thereof and all patents issuing therefrom, and all rights to sue for past, present, and future infringement thereof.

The ReBalU genotype and biomarker panel, protocols for pairing such panel with measures of nocturnal oxygen desaturation and recovery,

and related know-how and data.

All trade secrets, confidential information, clinical protocols, validation data, and improvements relating to the foregoing.

Any other intellectual property rights expressly identified in writing by the Parties as comprising the Test IP.

Patent

and Trademark Filings: The following patent and trademark filings and applications are part of the Test IP and are owned by SOD on the

terms set forth in the Agreement:

Docket

No.

Title

Status

7346-0101PUS1

Method for Treating Patients with Superoxide Dismutase (SOD2) and a Kit For Performing Such a Method

Provisional

filed 4/28/2025

Appln.

No. 63/795,986

Converted

with PCT Appln.

7346-0101PWO1

Compositions

and Methods for the Treatment of Oxidative Stress, and Methods for Identifying Subjects in Need of Such Treatment

Int.

Appln. PCT/US2026/025425

Filed

4/27/2026

7346-0101PUS2

Compositions

and Methods for the Treatment of Oxidative Stress, and Methods for Identifying Subjects in Need of Such Treatment

(CIP

of -0101PUS1 and -101PWO1)

be filed by 10/27/2026

Draft

with Client for Comments (See email of 09/21/2026)

7346-0102US1

Trademark

Application for REBALU

Filed

7/25/2025

Allowed

3/10/2026

7346-0103PUS1

Compositions

comprising tagatose for the treatment of oxidative stress, and methods for the treatment thereof

Prov.

Filed 9/15/2025

Appln.

No. 63/882,104

Converted

with PCT Appln.

7346-0101PWO1

7346-0104PUS1

Compositions

comprising tagatose and pectin for the treatment of oxidative stress, and methods for the treatment thereof

Changed

Docket No. to

7346-0101PWO1

7346-0105PUS1

Compositions

comprising tagatose for the treatment of oxidative stress in plants, and methods for the treatment thereof

Prov.

Appln. No. 64/150,224

Filed

9/8/2026

Convert

by 9/08/2027

7346-0106US1

Trademark

Application for REBALU Rebalancing the Anti-Oxidative System (&Design)

Filed

6/11/2026

7346-0107PUS1

System,

Apparatus and Method for Coupon Token & Super Coupon Token

Preparation

7346-0108X

Opinions

Regarding Patent Coverage

7346-0109PUS1

Methods

for Diagnosing the Risk of and Presence of Neurodegenerative Diseases, Such as Alzheimer’s Disease, and Methods

be filed by 10/27/2026

Draft

with Client for Comments

(See

email of 09/28/2026)

7346-0110PUS1

Methods

for assessing risk and treating oxidative-stress-related associated Pseudohypoxia and related medical conditions and compositions

and kits for use therein.

be filed by 10/27/2026

Draft

With Client for Comments

(See

email of 10/06/2026)

7346-0111PUS1

Multi-Modal

Longitudinal Systems and Methods for Cancer-Precondition Surveillance Using Antioxidant-Genotype Priors, Redox and Pseudohypoxia

Biomarkers and Multi-site Ultrasound Imaging, and Closed Loop Intervention

be filed by 10/27/2026

Draft

with Client for Comments

(See

email of 10/08/2026)

Excluded

Assets: The Test IP does not include any Vivos Background IP (as defined in Section 1 of the Agreement).

Disclosed

Encumbrances: None.

EXHIBIT

CERTIFICATE

OF DESIGNATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK

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 (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 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).

(c)

Adjustments. 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 ___ day

of October, 2026.

VIVOS

THERAPEUTICS, INC.

By:

/s/

R. Kirk Huntsman

Name:

Kirk Huntsman

Title:

Chairman

and Chief Executive Officer

EXHIBIT

JOINT

MARKETING — MINIMUM TERMS

[Omitted

pursuant to Item 601(a)(5) of Regulation S-K.]

EXHIBIT

FORM

OF SHAREHOLDER CONFIRMATION LETTER

[Omitted

pursuant to Item 601(a)(5) of Regulation S-K.]

SCHEDULE

4.2

SOD

FULLY DILUTED CAPITALIZATION

[Omitted

pursuant to Item 601(a)(5) of Regulation S-K.]

SCHEDULE

4.3

SOD

ENCUMBRANCES

[Omitted

pursuant to Item 601(a)(5) of Regulation S-K.]

Schedule

4.5

SOD

REQUIRED CONSENTS AND APPROVALS

[Omitted

pursuant to Item 601(a)(5) of Regulation S-K.]

Schedule

4.6

SOD

FINANCIAL CONDITION

[Omitted

pursuant to Item 601(a)(5) of Regulation S-K.]

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Vivos

Therapeutics Agrees to Acquire Minority Stake in SOD Sciences and 50% Interest in Proprietary Pseudohypoxia Test

Transaction

Expected to Increase Stockholders’ Equity; Opens Potential Collaboration Opportunities From New Strategic Alliances

LITTLETON,

Colo., October 15, 2026 — Vivos Therapeutics, Inc. (“Vivos” or the “Company”) (Nasdaq: VVOS), a medical

device and healthcare services company focused on developing and commercializing diagnostic and treatment methods for patients with obstructive

sleep apnea (“OSA”) and other health conditions related to breathing and sleep disorders, today announced that it has entered

into a definitive Mutual Stock Purchase and Asset Exchange Agreement to acquire an 11% fully diluted equity interest in SOD Sciences,

Inc. and a 50% undivided co-ownership interest in SOD’s proprietary pseudohypoxia early-warning test, in exchange for 12,000 shares

of newly created Series C Convertible Preferred Stock with an aggregate stated value of $12 million. Closing is subject to customary

conditions, including auditor concurrence, consent of the holder of the Company’s Series B Non-Convertible Preferred Stock, and

Nasdaq notification, and is expected to occur on or about October 15, 2026. The agreement opens the door for potentially important collaboration

and research opportunities with the Cleveland Clinic in Weston, Florida, and a marketing relationship with American Health Associates

(AHA), a national medical services provider to patients housed in approximately 3,000 assisted living and nursing home facilities across

25 states.

cash consideration is payable under the agreement. The Company believes the transaction, if closed and if the preferred stock is classified

in permanent stockholders’ equity as anticipated, would increase reported stockholders’ equity and support the Company’s

efforts to regain compliance with Nasdaq rules. In the event the Company clears that milestone, management intends to seek to raise sufficient

capital to continue expanding operations in its efforts to achieve its near-term objectives of positive cash flow and profitability in

early 2027. Any determination of compliance remains subject to Nasdaq’s assessment.

Vivos

Chairman and CEO R. Kirk Huntsman stated, “We have been working on this transaction for months and believe the total value accretion

to Vivos has the potential to far exceed the immediate dilution from the issuance of the preferred shares. Upon closing, we expect to

pursue collaboration efforts contemplated by SOD’s existing relationship with Cleveland Clinic Weston and with American Health

Associates, subject to negotiation and execution of definitive agreements and satisfaction of applicable regulatory and clinical requirements.

It is contemplated that Vivos will retain 80% of the contribution margin on sales of Vivos products through those channels, and that

the parties will share contribution margin 50/50 on sales of the jointly owned test. That relationship is expected to be solidified in

the coming weeks and underway in early 2027, potentially leading to significant new and recurring revenue and high margins opportunities.”

“Sleep

apnea is not just a breathing problem. It is a cellular oxygen problem, and the cell remembers,” said Joseph M. Salvani, Chief

Executive Officer of SOD Sciences. “The pseudohypoxia signature tells a patient that their cells have been primed for chronic disease,

and ReBalU potentially gives them a way to measure it, treat it, and assess change. Vivos has the patients, the FDA-cleared devices,

and the home oxygen test. We have the protocol, the channels, and the science. Together we believe we can turn sleep medicine into an

early warning system for chronic disease in America.”

Channel

Relationships

SOD

holds a Memorandum of Understanding with Cleveland Clinic Weston that contemplates an IRB-approved study comparing Vivos’ FDA-cleared

CARE oral appliances with CPAP for intermittent hypoxia and a potential commercial program relating to existing CPAP patients. This agreement

potentially brings that channel, and the AHA national network directly to Vivos. No assurance can be given that definitive agreements

will be executed or that any commercial activity will result.

Economics

of the Test

The

test pairs SOD’s ReBalU genotype and biomarker panel with a measurement of nocturnal oxygen desaturation and recovery. Vivos’

at-home oxygen desaturation and re-emergence test is a potentially synergistic instrument for that measurement. The result identifies

individuals whose cells carry the pseudohypoxia signature of priming for further chronic disease, including cancer, while there is still

time to act.

The

agreement gives Vivos a 50% undivided co-ownership interest in the test and related intellectual property and a contractual right to

50% of the contribution margin on sales of the jointly owned test through any channel. Separately, Vivos will hold at least an 11% fully

diluted equity interest in SOD Sciences. These interests are distinct: the test participation is governed by the commercial arrangements,

while the minority stake represents ownership in SOD.

Following

closing, the parties will negotiate a joint marketing or distribution agreement and a separate agreement addressing marketing of the

ReBalU Protocol to U.S. sleep-testing centers. Sleep testing services are expected to remain outside the joint marketing arrangements,

and Vivos would retain the associated revenue. Contribution margin should not be equated with consolidated revenue, net income or cash

flow.

Any

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

volume, realized pricing, and the costs allocated under the agreements. Establishing the clinical utility of the test is a central requirement

for the opportunity. The announcement does not establish that the test predicts cancer or future chronic disease, or that ReBalU prevents

those conditions. Vivos’ oral-appliance FDA clearances do not extend to this test.

“Our

aim is to build a commercial program whose clinical usefulness and operating performance can be measured,” said Joseph M. Salvani,

Chief Executive Officer of SOD Sciences. “Combining our platform with Vivos’ capabilities creates a potential opportunity;

validation and disciplined implementation will determine the results.”

Transaction

Terms and Closing

Vivos

will issue 12,000 shares of Series C Convertible Preferred Stock with an aggregate stated value of $12 million. The preferred stock is

convertible into shares of common stock at a fixed conversion price of $0.15 per share, representing up to 80 million shares in the aggregate,

subject to a 19.99% exchange cap pending stockholder approval and a 4.99% beneficial ownership limitation (waivable to 9.99%). Conversion

above the exchange cap requires stockholder approval, which the Company intends to seek in connection with its next annual general meeting.

The preferred stock has no redemption right, cash-settlement requirement or price-reset provision. No warrants are being issued, and

no cash consideration is payable at closing.

The

Company expects the preferred stock to be classified in permanent stockholders’ equity and the acquired interests to be recorded

at fair value, subject to completion of a final valuation and concurrence of the Company’s independent registered public accounting

firm. The Company expects an increase in reported stockholders’ equity that could support its efforts to regain compliance with

Nasdaq’s minimum stockholders’ equity requirement. The amount of that increase and any determination of compliance remain

subject to the applicable accounting review and Nasdaq’s assessment.

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.

Cautionary

Note Regarding Forward-Looking Statements

This

release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include

statements regarding the satisfaction of the closing conditions and the timing and occurrence of the Closing; the expected benefits of

the transaction with SOD; the negotiation and execution of the Joint Marketing Agreement, the Sleep Center Agreement and the definitive

channel agreements with American Health Associates and Cleveland Clinic Weston; the anticipated accounting treatment of the transaction;

the Company’s compliance with Nasdaq continued listing requirements; the proposed reverse stock split; and the stockholder approval

to be sought under Nasdaq Listing Rule 5635(a). Words such as “expects,” “intends,” “believes,” “potential,”

“contemplates” and similar expressions identify these statements.

These

statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the closing

conditions are not satisfied and the transaction does not close; that the anticipated benefits of the transaction are not realized; that

the definitive post-closing agreements are not executed on the anticipated terms or at all; that the Company’s independent registered

public accounting firm or Nasdaq reaches conclusions different from those anticipated; that stockholder approval is not obtained; that

clinical or regulatory requirements are not met; that dilution from conversion exceeds expectations; that the Company does not regain

or maintain Nasdaq compliance; and the other risks described in the Company’s SEC filings, including its most recent Annual Report

on Form 10-K and Quarterly Reports on Form 10-Q and its other SEC filings. No assurance can be given that any anticipated commercial

or financial benefits will be realized. Vivos undertakes no obligation to update forward-looking statements except as required by law.

Investor

and Media Contacts

Vivos

Therapeutics, Inc.

Investor

Relations: investors@vivoslife.com

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dei_EntityAddressAddressLine1

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- Definition

Address Line 2 such as Street or Suite number

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Name of the City or Town

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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dei_EntityAddressStateOrProvince

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- 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

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- 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.

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No definition available.

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- Definition

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

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No definition available.

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- Definition

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- 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

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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.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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Balance Type:

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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

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- 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

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