SCHEDULE: Vivos Therapeutics: Investors Disclose Stake, Private Placement Details
Schedule 13D Filing
Vivos Therapeutics, Inc. (VVOS) has filed a Schedule 13D detailing significant shareholdings and a recent private placement involving V-CO Investors LLC and its affiliates.
Summary
- V-CO Investors LLC, V-Co Investors 2 LLC, V-Co Investors 3 LLC, SP Manager LLC, and Michael C. Skaff have jointly filed a Schedule 13D regarding their beneficial ownership of Vivos Therapeutics, Inc. common stock.
- As of March 31, 2026, the reporting persons collectively beneficially own 2,696,123 shares, representing 19.9% of the outstanding common stock.
- This filing follows a private placement on March 31, 2026, where V-Co Investors 3 LLC purchased 1,353,625 shares of common stock, a Series A Warrant, a Series B Warrant, and a Pre-Funded Warrant for $1.34 per share, totaling $2,390,000.
- The private placement also included the conversion of a $1,400,000 Convertible Promissory Note held by V-Co Investors 3 LLC, which had an original issue discount of $140,000.
- The reporting persons acquired these securities for investment purposes and intend to engage in discussions with Vivos Therapeutics' management regarding financial performance, strategic direction, and corporate governance.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral to slightly positive, indicating strategic investment and capital infusion, but also potential for increased investor influence and scrutiny.
Positives
- The company secured $2,390,000 in funding through a private placement, including the conversion of a convertible note.
- V-Co Investors 3 LLC received warrants (Series A and Series B) and a pre-funded warrant, providing potential for future share acquisition.
- The reporting persons are actively engaging with the company's management, indicating a vested interest in its success.
Negatives
- The filing indicates a significant ownership stake by a group of investors, which could lead to increased scrutiny or influence on company decisions.
- The conversion of a convertible note with an original issue discount suggests potential prior financial strain or favorable terms for the noteholder.
Risks
- The exercise of warrants by V-Co Investors 3 LLC could lead to significant dilution if not managed carefully.
- The reporting persons' intention to discuss corporate governance practices could signal potential disagreements or pressure for changes within the company.
- A blocker provision prevents any single reporting person from exercising warrants if it results in beneficial ownership exceeding 19.99% of the outstanding common stock, which could limit their ability to increase their stake beyond this threshold.
Future Outlook
The reporting persons intend to engage in discussions with Vivos Therapeutics regarding its financial performance, strategic direction, operational matters, and corporate governance practices. No other specific future plans or proposals regarding acquisitions, extraordinary corporate transactions, asset sales, management changes, capitalization changes, or business structure changes are disclosed at this time.
Management Comments
- The reporting persons intend to engage, or have engaged, in discussions with the Issuer and its management and/or board of directors regarding the Issuer's financial performance, strategic direction, operational matters, and corporate governance practices.
Industry Context
StockSavvy.ai notes that Schedule 13D filings often signal a significant shift in investor interest or a potential for activist involvement. The private placement and subsequent disclosure by V-CO Investors LLC and its affiliates suggest a strategic investment in Vivos Therapeutics, Inc., potentially aimed at influencing the company's future direction.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Discussion Focus | Reporting persons intend to discuss corporate governance practices with the Issuer's management and/or board of directors. | Ongoing | Potential for future changes or recommendations regarding the company's governance structure. |
Related Party Transactions
- The filing details a private placement transaction between Vivos Therapeutics, Inc. and V-Co Investors 3 LLC, where V-Co Investors 3 LLC purchased shares, warrants, and a pre-funded warrant. This transaction also involved the conversion of a Convertible Promissory Note previously held by V-Co Investors 3 LLC.
Stakeholder Impact
- Shareholders: Potential for increased investor influence and possible future strategic shifts in the company. Dilution risk exists if warrants are exercised.
- Management/Board: Will likely engage in discussions regarding financial performance, strategy, and governance, potentially leading to changes or recommendations.
- Creditors: The capital raise provides working capital, which could improve the company's ability to meet its obligations.
Next Steps
- Reporting persons intend to engage in discussions with Vivos Therapeutics' management and board regarding financial performance, strategic direction, operational matters, and corporate governance practices.
Key Dates
| Date | Description |
|---|---|
| 2026-01-15 | Date of Convertible Promissory Note between Vivos Therapeutics, Inc. and V-Co Investors 3 LLC. |
| 2026-03-31 | Date of private financing between V-Co Investors 3 LLC and Vivos Therapeutics, Inc., including the issuance of PIPE Common Stock, Series A Warrant, Series B Warrant, and Pre-Funded Warrant. |
| 2026-03-31 | Date as of which shares of Common Stock issued and outstanding are reported by the Issuer. |
| 2026-04-02 | Date of Joint Filing Agreement and signatures on the Schedule 13D. |
Recommendation
holdThe filing indicates a significant investment and potential for strategic discussions, but without clear financial performance data or specific strategic proposals, a 'hold' recommendation is prudent. Investors should monitor future communications and company performance closely.
Keywords
Schedule 13D, Vivos Therapeutics, V-CO Investors LLC, Private Placement, Securities Purchase Agreement, Convertible Promissory Note, Warrants, Beneficial Ownership, Corporate Governance, Vivos Therapeutics Inc.
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