Filing Details
- Accession Number:
- 0002049575-24-000001
- Form Type:
- 13G Filing
- Publication Date:
- 2024-12-19 19:00:00
- Filed By:
- V-CO Investors LLC
- Company:
- Vivos Therapeutics Inc.
- Filing Date:
- 2024-12-20
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| V-CO Investors LLC | 0 | 514,498 | 9.9% |
| SP Manager LLC | 0 | 514,498 | 9.9% |
| Michael Skaff | 0 | 514,498 | 9.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Vivos Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92859E207 (CUSIP Number) |
12/17/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 92859E207 |
| 1 | Names of Reporting Persons
V-CO Investors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
514,498.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage is calculated based upon the sum of (i) 4,835,300 shares of Common Stock issued and outstanding as of November 14, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on November 14, 2024, plus (ii) 345,000 shares of Common Stock issued upon the partial exercise of a certain pre-funded warrant held by V-CO Investors LLC.
SCHEDULE 13G
|
| CUSIP No. | 92859E207 |
| 1 | Names of Reporting Persons
SP Manager LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
514,498.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage is calculated based upon the sum of (i) 4,835,300 shares of Common Stock issued and outstanding as of November 14, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on November 14, 2024, plus (ii) 345,000 shares of Common Stock issued upon the partial exercise of a certain pre-funded warrant held by V-CO Investors LLC.
SCHEDULE 13G
|
| CUSIP No. | 92859E207 |
| 1 | Names of Reporting Persons
Michael Skaff | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
514,498.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentage is calculated based upon the sum of (i) 4,835,300 shares of Common Stock issued and outstanding as of November 14, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on November 14, 2024, plus (ii) 345,000 shares of Common Stock issued upon the partial exercise of a certain pre-funded warrant held by V-CO Investors LLC.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Vivos Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
7921 SOUTHPARK PLAZA,, SUITE 210, LITTLETON, COLORADO, 80120 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by the following (the "Reporting Persons"): (1) V-CO Investors LLC (the "Fund"); (2) SP Manager LLC (the "Manager"); and (3) Michael Skaff. The Manager is the investment manager of the Fund. Michael Skaff is the managing director of the Manager. The Manager and Michael Skaff may be deemed to beneficially own the Common Stock, par value $0.0001 per share (the "Shares") directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares directly beneficially owned by such Reporting Person. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons is Two Towne Square, Suite 810, Southfield, MI 48076. | |
| (c) | Citizenship:
V-CO Investors LLC- Wyoming
SP Manager LLC- Wyoming
Michael Skaff- United States of America
| |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
92859E207 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
V-CO Investors LLC- 514,498
SP Manager LLC- 514,498
Michael Skaff- 514,498
| |
| (b) | Percent of class:
V-CO Investors LLC- 9.9%
SP Manager LLC- 9.9%
Michael Skaff- 9.9%
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
V-CO Investors LLC- 0
SP Manager LLC- 0
Michael Skaff- 0
| ||
| (ii) Shared power to vote or to direct the vote:
V-CO Investors LLC- 514,498
SP Manager LLC- 514,498
Michael Skaff- 514,498
| ||
| (iii) Sole power to dispose or to direct the disposition of:
V-CO Investors LLC- 0
SP Manager LLC- 0
Michael Skaff- 0
| ||
| (iv) Shared power to dispose or to direct the disposition of:
V-CO Investors LLC- 514,498
SP Manager LLC- 514,498
Michael Skaff- 514,498
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * This Reporting Person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.