| Item 1. | |
| (a) | Name of issuer:
Vivos Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
7921 SOUTHPARK PLAZA,, SUITE 210, LITTLETON, COLORADO, 80120 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is filed by the following (the "Reporting Persons"): (1) V-CO Investors LLC (the "Fund"); (2) SP Manager LLC (the "Manager"); and (3) Michael Skaff. The Manager is the investment manager of the Fund. Michael Skaff is the managing director of the Manager. The Manager and Michael Skaff may be deemed to beneficially own the Common Stock, par value $0.0001 per share (the "Shares") directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares directly beneficially owned by such Reporting Person. |
| (b) | Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons is Two Towne Square, Suite 810, Southfield, MI 48076. |
| (c) | Citizenship:
V-CO Investors LLC- Wyoming
SP Manager LLC- Wyoming
Michael Skaff- United States of America
|
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
92859E207 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
V-CO Investors LLC- 514,498
SP Manager LLC- 514,498
Michael Skaff- 514,498
|
| (b) | Percent of class:
V-CO Investors LLC- 9.9%
SP Manager LLC- 9.9%
Michael Skaff- 9.9%
%
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
V-CO Investors LLC- 0
SP Manager LLC- 0
Michael Skaff- 0
|
| | (ii) Shared power to vote or to direct the vote:
V-CO Investors LLC- 514,498
SP Manager LLC- 514,498
Michael Skaff- 514,498
|
| | (iii) Sole power to dispose or to direct the disposition of:
V-CO Investors LLC- 0
SP Manager LLC- 0
Michael Skaff- 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
V-CO Investors LLC- 514,498
SP Manager LLC- 514,498
Michael Skaff- 514,498
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)