What happened
Vivos Therapeutics, Inc. (Nasdaq: VVOS) said Nasdaq's Listing Qualifications staff told it on October 20, 2026, that it now complies with Rule 5550(b)(1). The rule requires stockholders' equity of at least $2.5 million. The notice came after Vivos closed an 11% fully diluted equity interest in SOD Sciences, Inc. and a 50% undivided co-ownership interest in SOD's pseudohypoxia early-warning test.
As part of the transaction, Vivos issued 12,000 shares of Series C Convertible Preferred Stock with an aggregate stated value of $12 million. The preferred stock converts at $0.15 per share into up to 80 million common shares. That is subject to a 19.99% exchange cap until stockholders approve a higher cap, and an initial 4.99% beneficial ownership limit.
Vivos said the preferred stock is expected to increase stockholders' equity by more than $10 million. That depends on final purchase price accounting and review by its independent registered public accounting firm.
Key numbers
| Metric | Latest | Change | Source |
|---|---|---|---|
| Nasdaq stockholders' equity minimum | $2.5 million | SEC 8-K | |
| Series C Convertible Preferred Stock issued | 12,000 shares | SEC Exhibit 99.1 | |
| Aggregate stated value of the preferred stock | $12 million | SEC Exhibit 99.1 | |
| Expected increase in stockholders' equity | more than $10 million | SEC Exhibit 99.1 | |
| Fixed conversion price | $0.15 per share | SEC Exhibit 99.1 |
Read more: Vivos Therapeutics (VVOS) stock analysis and investment case
Why it matters
At stated value, the preferred stock is 4.8 times Nasdaq's $2.5 million equity minimum. That gives Vivos more room after an April 2026 deficiency notice. But the relief is not final and must be shown again in the next periodic report. Nasdaq said the company may be subject to delisting if it does not show compliance then.
The equity boost still depends on accounting review, so the balance sheet gain could be smaller than the stated value. The conversion terms could also add dilution if stockholders approve lifting the exchange cap.
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What's next
The next periodic report is the key test. If Vivos shows compliance again, the listing issue stays resolved. If it does not, Nasdaq said the company may be subject to delisting. That would weaken the company's listing position.
Vivos also needs stockholder approval if it wants to lift the 19.99% exchange cap and allow more common shares on conversion. The independent registered public accounting firm's review will help determine whether the expected equity increase stands.
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Sources
- SEC Exhibit 99.1 — Press release announcing Nasdaq compliance and the Series C preferred stock issuance.
- SEC Form 8-K — Current report stating Nasdaq said Vivos now complies with the stockholders' equity rule and warning about the next periodic report.
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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.
