SC 13G: Vivos Therapeutics, Inc.

AI Summary

SC 13G filing by Vivos Therapeutics, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• g084445_sc13g.htm (SC 13G) — 75KB
• 0001753926-24-001622.txt ( ) — 76KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Vivos Therapeutics, Inc. (the “ Issuer ”).

(b). Address of Issuer’s Principal

Item 1(b). Address of Issuer’s Principal Executive Offices: The Issuer’s principal executive office is located at 7921 Southpark Plaza, Suite 210, Littleton, CO 80120.

(a). Names of Persons Filing

Item 2(a). Names of Persons Filing: (i) Ionic Ventures LLC, a California limited liability company (“ Ionic ”); (ii) Ionic Management, LLC, a Delaware limited liability company (“ Ionic Management ”); (iii) Brendan O’Neil (“ Mr. O’Neil ”); and (iv) Keith Coulston (“ Mr. Coulston ”). The foregoing persons are hereinafter collectively referred to as the “ Reporting Persons ”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of the common stock reported herein.

(b). Address of Principal Business Office

Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123.

(c). Citizenship

Item 2(c). Citizenship: Ionic is a limited liability company organized under the laws of the State of California. Ionic Management is a limited liability company organized under the laws of the State of Delaware. Each of Mr. Coulston and Mr. O’Neil is a citizen of the United States.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: The title of the class of securities to which this Schedule 13G relates is the Issuer’s common stock, par value $0.0001 per share (the “ Common Stock ”). CUSIP No. 92859E207 13G Page 7 of 10 Pages

(e). CUSIP Number: 92859E207

Item 2(e). CUSIP Number: 92859E207

If This Statement is Filed Pursuant

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: Not applicable.

Ownership

Item 4. Ownership. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 4,765,300 shares of Common Stock outstanding, as reported in the prospectus supplement to the registration statement on Form S-3 (File No. 333-262554), filed by the Issuer with the U.S. Securities and Exchange Commission on September 20, 2024. As of September 24, 2024, Ionic is the beneficial the Shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O’Neil and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic and Ionic Management. Neither Mr. O’Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own the Shares which are beneficially owned by Ionic.

Ownership of Five Percent or Less of

Item 5. Ownership of Five Percent or Less of a Class. Not applicable.

Ownership of More than Five Percent

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. CUSIP No. 92859E207 13G Page 8 of 10 Pages

Identification and Classification of

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Identification and Classification of

Item 8. Identification and Classification of Members of the Group. See Exhibit 1 filed herewith.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. By signing below each of the Reporting Persons certify that, to the best of each of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. CUSIP No. 92859E207 13G Page 9 of 10 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: September 24, 2024 IONIC VENTURES, LLC By: Ionic Management, LLC, its Manager By: /s/ Keith Coulston Name: Keith Coulston Title: Manager IONIC MANAGEMENT, LLC By: /s/ Keith Coulston Name: Keith Coulston Title: Manager /s/ Brendan O’Neil Brendan O’Neil /s/ Keith Coulston Keith Coulston CUSIP No. 92859E207 13G Page 10 of 10 Pages EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may

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