| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Vivos Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
7921 SOUTHPARK PLAZA, SUITE 210, LITTLETON,
COLORADO
, 80120. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D, is filed by the following reporting persons (collectively, the "Reporting Persons"): (1) V-CO Investors LLC ("V-CO"); (2) V-Co Investors 2 LLC ("V-Co 2"); (3) V-Co Investors 3 LLC ("V-Co 3"); (4) SP Manager LLC (the "Manager"); and (5) Michael C. Skaff. The Manager is the investment manager of V-CO, V-Co 2 and V-Co 3. Mr. Skaff is the managing director of the Manager. The Manager and Mr. Skaff may be deemed to beneficially own the Common Stock, par value $0.0001 per share (the "Shares") directly beneficially owned by each V-CO, V-Co 2 and V-Co 3. Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares directly beneficially owned by such Reporting Person. |
| (b) | The principal business office of the Reporting Persons is 18000 Mack Ave, Grosse Pointe, MI 48230. |
| (c) | The principal businesses of V-CO, V-Co 2 and V-Co 3 is to invest in certain companies, including the Issuer. The principal business of the Manager is to provide investment and management services to investment funds and other entities, including V-CO, V-Co 2 and V-Co 3. The principal occupation or employment of Mr. Skaff is serving as the managing director of certain investment management entities, including the Manager. See Item 2(b) for the principal business office of each of the Reporting Persons. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | V-CO Investors LLC - Wyoming
V-Co Investors 2 LLC - Wyoming
V-Co Investors 3 LLC - Wyoming
SP Manager LLC - Wyoming
Michael C. Skaff - United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Available net assets were used to purchase the shares referred to in this Schedule 13D. The total amount of the funds used to make the purchases described in Item 4 was $2,390,000 (the "Subscription Amount"). The Subscription Amount included the conversion and satisfaction in full of $1,400,000 pursuant to a Convertible Promissory Note, dated January 15, 2026, between the Issuer and V-Co 3 (the "Convertible Promissory Note"). The Convertible Promissory Note included an original issue discount of $140,000. |
| Item 4. | Purpose of Transaction |
| | The Reporting Person's purpose of acquiring these securities is for investment purposes. The Reporting Person intends to engage, or has 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. On March 31, 2026, the Issuer and V-Co 3 entered into a Securities Purchase Agreement where the Issuer sold to V-Co 3 in a private placement: (i) 1,353,625 shares of Common Stock ("PIPE Common Stock"), (ii) a Series A Common Stock Purchase Warrant ("Series A Warrant") to purchase up to 1,783,582 shares of Common Stock ("Warrant Shares"), (iii) a Series B Common Stock Purchase Warrant ("Series B Purchase Warrant" and together with the Series A Warrant, the "Common Stock Warrants") to purchase up to 1,783,582 Warrant Shares and (iv) a Pre-Funded Warrant ("Pre-Funded Warrant") to purchase up to 429,957 shares of Common Stock ("PFW Shares," together with the PIPE Common Stock and Warrant Shares, the "Shares"). In compliance with the listing rules of the Nasdaq Stock Market LLC, V-Co 3 purchased the Shares at a purchase price of $1.34 per share. The Series A Warrant is immediately exercisable with a two-year term from the date of purchase and has an exercise price of $1.09 per share. The Series B Warrant is immediately exercisable with a five-year term from the date of purchase and has an exercise price of $1.09 per share. Similarly, the Pre-Funded Warrant is immediately exercisable and has an exercise price of $0.0001 per share. V-Co 3 is prohibited from exercising such Common Stock Warrants and Pre-Funded Warrant if it results in V-Co 3 or its affiliates owning in excess of 19.99% of the then outstanding Common Stock of the Issuer. The purpose of the private placement was for general working capital purposes.
Other than as described above, the Reporting Persons do not have any current plans or proposals which relate to, or would result in, (a) any acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;(c) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) any change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | V-CO directly holds 514,498 shares, which represents 3.8% of Common Stock of the Issuer; V-Co 2 directly holds 828,000 shares, which represents 6.1% of the Common Stock of the Issuer; V-Co 3 directly holds 1,353,625 shares, which represents 10.0% of the Common Stock of the Issuer; the Manager may be deemed to beneficially own an aggregate of 2,696,123 shares, which represents 19.9% of Common Stock of the Issuer by virtue of its capacity as manager of V-CO, V-Co 2 and V-Co 3; and Mr. Skaff may be deemed to beneficially own 2,696,123 shares, which represents 19.9% of Common Stock of the Issuer by virtue of his capacity as managing director of the Manager.
The percentage of class of securities identified is calculated based upon (i) 12,132,381 shares of Common Stock issued and outstanding as of March 31, 2026, as reported by the Issuer, plus (ii) 1,353,625 shares of Common Stock issued to V-Co Investors 3 LLC on March 31, 2026, in connection with a private financing between V-Co Investors 3 LLC and the Issuer. The foregoing excludes (i) 3,220,266 shares of Common Stock issuable to V-CO upon the exercise of certain common stock warrants; and (ii) 2,705,768 shares issuable to V-CO upon the exercise of certain pre-funded warrants. The foregoing also excludes (i) 2,329,886 shares of Common Stock issuable to V-Co 2 upon the exercise of certain common stock warrants; and (ii) 725,258 shares of Common Stock issuable to V-Co 2 upon the exercise of certain pre-funded warrants. The foregoing further excludes (i) 429,957 shares of Common Stock issuable to V-Co 3 upon exercise of the Pre-Funded Warrant; (ii) 1,783,582 shares of Common Stock issuable to V-Co 3 upon exercise of the Series A Warrant; and (iii) 1,783,582 shares of Common Stock issuable to V-Co 3 upon exercise of the Series B Warrant. Each of these are excluded due to a blocker provision under which the holder thereof does not have the right to exercise any of the foregoing to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 19.99% of the Common Stock. Without such blocker provisions, V-CO may be deemed to have beneficial ownership of an additional 5,926,034 shares; V-Co 2 may be deemed to have beneficial ownership of an additional 3,055,144 shares; V-Co 3 may be deemed to have beneficial ownership over an additional 3,997,121 shares; and SP Manager LLC, and Michael C. Skaff may have been deemed to have beneficial ownership of an additional 12,978,299 shares. |
| (b) | V-CO has shared voting power and dispositive power over 514,498 shares of Common Stock of the Issuer. V-Co 2 has shared voting power and dispositive power over 828,000 shares of Common Stock of the Issuer. V-Co 3 has shared voting power and dispositive power over 1,353,625 shares of Common Stock of the Issuer. Both the Manager and Mr. Skaff have shared voting power and dispositive power over 2,696,123 shares of Common Stock of the Issuer. The Manager and Mr. Skaff disclaim beneficial ownership over the shares of Common Stock directly held by V-CO, V-Co 2 and V-Co 3, except to the extent of their respective pecuniary interest therein. |
| (c) | Other than as described in Item 4 above, none of the other Reporting Persons effected any transactions in shares of Common Stock of the Issuer during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | To the knowledge, of the Reporting Persons, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 - Joint Filing Agreement. |
