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Investor group takes 19.9% position in Vivos Therapeutics (VVOS)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Investment entities V-CO Investors LLC, V-Co Investors 2, 3 and 4 LLCs, SP Manager LLC and Michael C. Skaff together report beneficial ownership of 2,783,102 Vivos Therapeutics, Inc. common shares, representing 19.9% of the class. This percentage is based on 13,894,600 shares outstanding as of May 20, 2026, plus 86,979 underlying shares counted under ownership limits.

On June 30, 2026, V-Co 4 purchased 2,749,330 shares of Series A Convertible Preferred Stock and a matching Common Stock Purchase Warrant for up to 2,749,330 shares in a $1,600,000 subscription that included conversion of a $1,100,000 Convertible Promissory Note with a $100,000 original issue discount. The preferred shares were priced at $0.582 per share; the five-year warrant is immediately exercisable at $0.456 per share but subject to a 19.99% beneficial ownership cap, so only 86,979 underlying shares are currently counted. The group states an investment purpose and anticipates engaging with Vivos on financial performance, strategic direction, operations and governance, while stating no present plans for mergers, major asset sales, board changes or other control transactions.

Positive

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Aggregate beneficial ownership 2,783,102 shares Common shares of Vivos Therapeutics beneficially owned by SP Manager LLC and Michael C. Skaff
Ownership percentage 19.9% Percentage of Vivos Therapeutics common stock beneficially owned by the reporting group
Shares outstanding baseline 13,894,600 shares Vivos Therapeutics common shares outstanding as of May 20, 2026
Subscription Amount $1,600,000 Total funds used by V-Co 4 to purchase Series A Convertible Preferred Stock and warrant
Convertible Promissory Note $1,100,000 Principal amount of note converted into equity in the June 30, 2026 transaction
Series A Preferred and warrant size 2,749,330 shares Number of Series A Convertible Preferred shares and Warrant Shares purchased by V-Co 4
Beneficial ownership cap 19.99% Maximum ownership before V-Co 4 is blocked from further conversions or warrant exercises
beneficially own financial
"may be deemed to beneficially own the Common Stock, par value $0.0001"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Series A Convertible Preferred Stock financial
"2,749,330 shares of Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Common Stock Purchase Warrant financial
"a Common Stock Purchase Warrant ("Common Stock Warrant") to purchase up to 2,749,330 shares"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
Pre-Funded Warrant financial
"shares of Common Stock issuable to V-Co 2 upon the exercise of certain pre-funded warrants"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
original issue discount financial
"The Convertible Promissory Note included an original issue discount of $100,000"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
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FAQ

How much of Vivos Therapeutics (VVOS) does the Skaff-affiliated group own?

The reporting group beneficially owns 2,783,102 Vivos Therapeutics common shares, or 19.9% of the class. This percentage is calculated from 13,894,600 shares outstanding as of May 20, 2026, plus 86,979 underlying shares counted under the ownership limitation.

What transaction led to the new VVOS ownership disclosure?

On June 30, 2026, V-Co 4 purchased 2,749,330 shares of Series A Convertible Preferred Stock and a Common Stock Purchase Warrant for up to 2,749,330 shares. The preferred shares were priced at $0.582 per share and the warrant is immediately exercisable at $0.456 per share.

What was the total investment amount and structure for VVOS?

The reported Subscription Amount was $1,600,000. It included conversion and full satisfaction of a $1,100,000 Convertible Promissory Note dated May 7, 2026, which carried a $100,000 original issue discount, along with additional available net assets used to fund the equity purchase.

How does the 19.99% beneficial ownership cap affect V-Co 4’s VVOS stake?

V-Co 4 cannot convert preferred shares or exercise warrants if doing so would raise its ownership above 19.99% of outstanding common stock. Because of this cap, only 86,979 underlying shares are currently treated as beneficially owned for reporting purposes.

Could the reporting group gain exposure to more VVOS shares?

Yes. Without blocker provisions, the entities may be deemed to have beneficial ownership of an additional 18,389,979 shares through warrants and convertible securities. These potential shares are currently excluded from reported ownership because exercising them would breach the 19.99% beneficial ownership limitation.

What strategic intentions did the VVOS investors describe?

The investors acquired VVOS securities for investment purposes and plan discussions with management and the board on performance, strategy, operations and governance. They expressly state no current plans for mergers, major asset sales, board changes, recapitalizations or other control-related corporate transactions.





92859E207

(CUSIP Number)
Bradley J. Wyatt
Greenberg Traurig LLP, 2375 E Camelback Road, Suite 800
Phoenix, AZ, 85016
(602) 445-8057

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/30/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage is calculated based upon (i) 13,894,600 shares of Common Stock as of May 20, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the SEC on May 20, 2026, plus (ii) 86,979 shares of Common Stock issuable upon conversion or exercise of securities held by V-Co Investors 4 LLC in light of the beneficial ownership limitation described in Item 5 below.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage is calculated based upon (i) 13,894,600 shares of Common Stock as of May 20, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the SEC on May 20, 2026, plus (ii) 86,979 shares of Common Stock issuable upon conversion or exercise of securities held by V-Co Investors 4 LLC in light of the beneficial ownership limitation described in Item 5 below.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage is calculated based upon (i) 13,894,600 shares of Common Stock as of May 20, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the SEC on May 20, 2026, plus (ii) 86,979 shares of Common Stock issuable upon conversion or exercise of securities held by V-Co Investors 4 LLC in light of the beneficial ownership limitation described in Item 5 below.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage is calculated based upon (i) 13,894,600 shares of Common Stock as of May 20, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the SEC on May 20, 2026, plus (ii) 86,979 shares of Common Stock issuable upon conversion or exercise of securities held by V-Co Investors 4 LLC in light of the beneficial ownership limitation described in Item 5 below.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage is calculated based upon (i) 13,894,600 shares of Common Stock as of May 20, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the SEC on May 20, 2026, plus (ii) 86,979 shares of Common Stock issuable upon conversion or exercise of securities held by V-Co Investors 4 LLC in light of the beneficial ownership limitation described in Item 5 below.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage is calculated based upon (i) 13,894,600 shares of Common Stock as of May 20, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the SEC on May 20, 2026, plus (ii) 86,979 shares of Common Stock issuable upon conversion or exercise of securities held by V-Co Investors 4 LLC in light of the beneficial ownership limitation described in Item 5 below.


SCHEDULE 13D


V-CO Investors LLC
Signature:Michael C. Skaff
Name/Title:Michael C. Skaff, Managing Director of SP Manager LLC, its Manager
Date:07/15/2026
V-Co Investors 2 LLC
Signature:Michael C. Skaff
Name/Title:Michael C. Skaff, Managing Director of SP Manager LLC, its Manager
Date:07/15/2026
V-Co Investors 3 LLC
Signature:Michael C. Skaff
Name/Title:Michael C. Skaff, Managing Director of SP Manager LLC, its Manager
Date:07/15/2026
V-Co Investors 4 LLC
Signature:Michael C. Skaff
Name/Title:Michael C. Skaff, Managing Director of SP Manager LLC, its Manager
Date:07/15/2026
SP Manager LLC
Signature:Michael C. Skaff*
Name/Title:Michael C. Skaff, Managing Director
Date:07/15/2026
Michael C. Skaff
Signature:Michael C. Skaff*
Name/Title:Michael C. Skaff, Individual
Date:07/15/2026
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.