Form 4: Vivos Therapeutics: Director Skaff Reports Stock Transactions

Michael C. Skaff, a Director at Vivos Therapeutics, Inc., reported transactions involving the conversion of a promissory note and the acquisition of warrants, increasing his indirect beneficial ownership.

Summary

• Michael C. Skaff, a Director and 10% owner of Vivos Therapeutics, Inc. (VVOS), reported transactions on March 31, 2026.
• A bridge promissory note of $1,400,000 was converted into 1,044,777 shares of common stock at a price of $1.34 per share.
• This conversion was based on $1.09 per share plus an additional $0.25 per share to comply with Nasdaq minimum price rules.
• Additionally, 308,848 shares of common stock were acquired, bringing the total directly held common stock to 1,353,625 shares.
• The transactions also involved the acquisition of a Pre-Funded Warrant for 429,957 shares at $1.34, and Series A and Series B Common Stock Warrants for 1,783,582 shares each, also at $1.34.
• All acquired securities are beneficially owned indirectly through V-Co Investors 3 LLC, where Michael C. Skaff serves as Managing Director.
• Skaff and SP Manager LLC disclaim beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing. While the conversion of debt and acquisition of equity by an insider are generally positive signs of commitment, the specific price and the disclaimer of full beneficial ownership temper the enthusiasm.

Positives

• Conversion of a significant promissory note ($1,400,000) into equity, strengthening the company's balance sheet.
• Acquisition of substantial common stock and warrants by a key insider (Director and 10% owner), indicating confidence in the company's future.
• Compliance with Nasdaq minimum price rules through the transaction structure.

Negatives

• The conversion price of $1.34 per share, while compliant with Nasdaq rules, reflects a valuation that may be considered low by some investors.
• The nature of the transaction involves a promissory note conversion, which could imply prior funding challenges or a need for capital.

Risks

• The disclaimer of beneficial ownership by Michael C. Skaff and SP Manager LLC, except for pecuniary interest, could lead to questions about ultimate control and beneficial ownership.
• The reliance on Nasdaq minimum price rules suggests the stock price may have been trading below certain thresholds, indicating potential market pressure.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance. However, the acquisition of warrants suggests a long-term interest in the company's performance.

Management Comments

• Michael C. Skaff and SP Manager LLC disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
• The Pre-Funded Warrant has a term ending on the complete exercise of the Pre-Funded Warrant.

Industry Context

StockSavvy.ai notes that Form 4 filings by directors and significant shareholders are common in the biotechnology and therapeutics sector, often reflecting strategic capital adjustments or expressions of confidence. The conversion of debt to equity and the issuance of warrants are typical financial maneuvers in companies seeking to manage their capital structure and comply with exchange listing requirements.

Related Party Transactions

• The conversion of a bridge promissory note between V-Co Investors 3 LLC (beneficially owned by Michael C. Skaff) and Vivos Therapeutics, Inc. is a related party transaction.

Stakeholder Impact

• Shareholders: The conversion of debt to equity can dilute existing shareholders if the conversion price is below market value, but it also strengthens the company's financial position. The acquisition of warrants by an insider may signal confidence, potentially positively influencing investor sentiment.
• Creditors: The conversion of the promissory note reduces the company's debt obligations.
• Management/Insiders: Michael C. Skaff, as a director and significant owner, increases his direct and indirect stake in the company, aligning his interests with other shareholders.

Next Steps

• Potential exercise of the acquired warrants (Pre-Funded Warrant, Series A, Series B) in the future.
• Continued monitoring of Vivos Therapeutics, Inc. (VVOS) stock performance and further filings by insiders.

Key Dates

Recommendation

The filing indicates a significant transaction by a key insider, converting debt to equity and acquiring warrants. While this shows commitment, the specific price and the disclaimer of full beneficial ownership warrant a cautious 'hold' approach. Further analysis of the company's operational performance and market position is needed for a stronger recommendation.

Keywords

Vivos Therapeutics, VVOS, Form 4, Insider Transaction, Stock Acquisition, Warrants, Promissory Note Conversion, Beneficial Ownership, Michael C. Skaff, V-Co Investors 3 LLC, SEC Filing