SCHEDULE 13D: Investment Group Acquires Significant Stake in Vivos Therapeutics, Citing Strategic Investment and Funding for Acquisition

A group of investors led by SP Manager LLC and Michael C. Skaff has acquired a 19.9% beneficial ownership stake in Vivos Therapeutics, Inc. through a private placement, providing capital for the company's acquisition of The Sleep Center of Nevada and general working capital.

Summary

• V-CO Investors LLC, V-Co Investors 2 LLC, SP Manager LLC, and Michael C. Skaff (collectively, "Reporting Persons") have acquired a significant stake in Vivos Therapeutics, Inc.
• The Reporting Persons collectively beneficially own 1,342,498 shares of Common Stock, representing 19.9% of the Issuer's outstanding shares.
• This stake includes 514,498 shares held by V-CO Investors LLC (7.7%) and 828,000 shares held by V-Co Investors 2 LLC (12.3%).
• The acquisition was for investment purposes, with the Reporting Persons intending to engage in discussions with Vivos Therapeutics' management and board regarding financial performance, strategic direction, operations, and corporate governance.
• On June 9, 2025, V-Co Investors 2 LLC participated in a private placement, purchasing 828,000 shares of Common Stock, a Common Stock Purchase Warrant for up to 2,329,886 shares, and a Pre-Funded Warrant for up to 725,258 shares.
• The total funds used for these purchases amounted to $3,755,000, which included the conversion of a $1,100,000 Convertible Promissory Note (dated May 20, 2025) with a $100,000 original issue discount.
• The private placement shares were purchased at $2.42 per share.
• The Common Stock Purchase Warrant has an exercise price of $2.23 per share and a five-year term, while the Pre-Funded Warrant has an exercise price of $0.0001 per share.
• The private placement's purpose for Vivos Therapeutics was to partially fund its acquisition of The Sleep Center of Nevada and provide general working capital.

Sentiment

Score: 7

Explanation: The document indicates a significant strategic investment and capital injection for Vivos Therapeutics, supporting an acquisition and working capital. While there is dilution, the funding addresses immediate corporate needs and brings in an engaged investor group. The investor's intent to engage with management suggests potential for positive strategic influence.

Positives

• Vivos Therapeutics secured $3,755,000 in funding, partially through a private placement and conversion of a convertible note.
• The capital raised is earmarked for the acquisition of The Sleep Center of Nevada and for general working capital purposes, which can support the company's growth and operational stability.
• The investment group's stated intent to engage in discussions with Vivos Therapeutics' management and the board suggests potential for constructive oversight and strategic input.

Negatives

• The issuance of 828,000 new shares of Common Stock in the private placement, along with warrants for additional shares, will result in dilution for existing shareholders.
• The $1,100,000 Convertible Promissory Note included a $100,000 original issue discount, which represents a cost to the Issuer.

Risks

• V-Co 2 is prohibited from exercising its Common Stock Purchase Warrant and Pre-Funded Warrant if it results in V-Co 2 or its affiliates owning in excess of 19.99% of the then outstanding Common Stock of the Issuer, which could limit the investor's ability to fully convert their potential stake.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and intend to engage in discussions with Vivos Therapeutics' management and board regarding the Issuer's financial performance, strategic direction, operational matters, and corporate governance practices. The private placement partially funds the Issuer's acquisition of The Sleep Center of Nevada and provides general working capital.

Industry Context

This filing indicates a strategic investment in Vivos Therapeutics, a company likely operating in the healthcare or medical device sector, specifically related to sleep disorders given the acquisition of 'The Sleep Center of Nevada'. Such private placements are common for companies seeking capital for growth initiatives like acquisitions or to bolster working capital, especially in sectors requiring significant R&D or market expansion.

Stakeholder Impact

• Shareholders: Existing shareholders will experience dilution due to the issuance of new shares and potential future warrant exercises. However, the capital raise could strengthen the company's financial position and support growth initiatives, potentially benefiting long-term shareholder value.
• Company (Vivos Therapeutics): The company gains significant capital for strategic acquisition and working capital, improving its liquidity and enabling expansion.
• Employees: The acquisition of The Sleep Center of Nevada could lead to integration efforts and potential changes for employees of both entities, but also potentially new opportunities within an expanded company.
• Customers: The acquisition of The Sleep Center of Nevada could expand Vivos Therapeutics' service offerings or geographic reach, potentially benefiting customers.

Next Steps

• Reporting Persons intend to engage in discussions with Vivos Therapeutics' management and/or board of directors regarding the Issuer's financial performance, strategic direction, operational matters, and corporate governance practices.
• Vivos Therapeutics will proceed with the acquisition of The Sleep Center of Nevada, partially funded by this private placement.
• Vivos Therapeutics will utilize the raised capital for general working capital purposes.

Key Dates

Recommendation

Keywords

Vivos Therapeutics, SEC Filing, Schedule 13D, Private Placement, Common Stock, Warrants, Convertible Note, Investment, Shareholder, Corporate Governance, Capital Raise, The Sleep Center of Nevada, SP Manager LLC, Michael C. Skaff