Vivani Medical (NASDAQ: VANI) sets Cortigent spin-off record date

Rhea-AI Filing Summary

Vivani Medical, Inc. is moving forward with its previously announced spin-off of its wholly owned subsidiary, Cortigent, Inc., which develops brain implant devices using neuromodulation technology. The company has set October 8, 2025 as the record date for the transaction. Stockholders who hold Vivani common stock as of that date will be entitled to receive Cortigent common stock when the spin-off is completed. The company stated that the distribution date and the share dividend ratio for Cortigent stock will be announced at a later time. Vivani also issued a press release on September 17, 2025, describing this update.

Insights

Equity & Corporate Actions Analyst

Vivani advances Cortigent spin-off by setting the shareholder record date.

Vivani Medical has taken a concrete step in separating its neuromodulation business by fixing October 8, 2025 as the record date for the Cortigent spin-off. This means holders of Vivani common stock on that date will be eligible to receive Cortigent shares when the distribution occurs.

The transaction focuses on Cortigent’s brain implant devices with neuromodulation technology, indicating a clearer structural separation between Vivani’s existing operations and this specialized platform. However, the filing does not yet detail the share dividend ratio or the distribution date, so the economic terms for Vivani stockholders remain open.

From an investor perspective, the key next milestones will be the later announcements of the Cortigent share distribution ratio and the final distribution date, which will determine how many Cortigent shares Vivani stockholders receive and when the spin-off formally closes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2025

Vivani Medical, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-36747		02-0692322
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1350 S. Loop Road

Alameda, California 94502

(Address of principal executive offices, including zip code)

(415) 506-8462

(Telephone number, including area code, of agent for service)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		VANI		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01  Other Events.

Record Date for Cortigent Spin-off

On September 17, 2025, Vivani Medical, Inc. (the “Company”) announced that the record date for the previously announced spin-off of Cortigent, Inc. (“Cortigent”), the Company’s wholly-owned subsidiary, is set for October 8, 2025 (the “Record Date”). Cortigent is developing brain implant devices with neuromodulation technology. The Company’s stockholders holding common stock of the Company as of the Record Date will receive common stock in Cortigent upon completion of the spin-off. The distribution date and share dividend ratio will be announced at a later date. A copy of the press release issued in connection with this announcement is being attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release issued by Vivani Medical, Inc. on September 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		VIVANI MEDICAL, INC.
Date: September 17, 2025	By:	/s/ Donald Dwyer
	Name:	Donald Dwyer
	Title:	Chief Business Officer

FAQ

What did Vivani Medical (VANI) announce regarding the Cortigent spin-off?

Vivani Medical announced that the record date for the previously announced spin-off of its wholly owned subsidiary Cortigent, Inc. is set for October 8, 2025.

Who will receive Cortigent shares in the Vivani Medical spin-off?

Stockholders who hold Vivani Medical common stock as of the October 8, 2025 record date will receive Cortigent common stock upon completion of the spin-off.

What does Cortigent, Inc. do within the Vivani Medical group?

Cortigent, Inc. is Vivani Medical’s wholly owned subsidiary that is developing brain implant devices using neuromodulation technology.

Has Vivani Medical disclosed the distribution date for the Cortigent spin-off?

Vivani Medical stated that the distribution date for the Cortigent spin-off will be announced at a later date.

Has the share dividend ratio for Cortigent stock been announced by Vivani Medical?

Vivani Medical indicated that the share dividend ratio for Cortigent common stock will be announced at a later time.

Did Vivani Medical issue a press release about the Cortigent spin-off record date?

Yes. Vivani Medical issued a press release on September 17, 2025, which is attached as Exhibit 99.1 and describes the Cortigent spin-off record date.