Vivani Medical delays Cortigent spin-off record date

Rhea-AI Filing Summary

Vivani Medical, Inc. reported that it has temporarily withdrawn the previously announced October 8, 2025 record date for the planned spin-off of its wholly owned subsidiary, Cortigent, Inc. The change was announced on October 3, 2025 and is attributed to delays arising from the current shutdown of the U.S. federal government.

Cortigent is developing brain implant devices using neuromodulation technology, and the spin-off remains proposed, but the timing of determining which shareholders would be eligible to receive shares is now on hold until a new record date is set.

Insights

Equity capital markets and corporate actions analyst

Vivani pauses the Cortigent spin-off record date because of the U.S. government shutdown, affecting timing rather than strategy.

Vivani Medical has put on hold the October 8, 2025 record date tied to the proposed spin-off of its neuromodulation subsidiary, Cortigent, Inc. The company links this step directly to delays from the ongoing U.S. federal government shutdown, indicating an external, procedural cause rather than a strategic reversal of the spin-off plan itself.

The record date determines which shareholders are entitled to receive spin-off shares, so withdrawing it mainly affects scheduling and near-term certainty for that distribution. The announcement does not provide a new date, so the ultimate execution of the spin-off will depend on when government operations resume sufficiently for required processes to move forward and for Vivani to reset the corporate timetable.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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, or exhibit attachments filed with this report.

FAQ

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

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

Why did Vivani Medical withdraw the October 8, 2025 spin-off record date?

The company cited delays arising from the current shutdown of the U.S. federal government as the reason for temporarily withdrawing the October 8, 2025 record date for the Cortigent spin-off.

What is Cortigent, the Vivani Medical subsidiary involved in the spin-off?

Cortigent, Inc. is a wholly owned subsidiary of Vivani Medical that is developing brain implant devices with cutting-edge neuromodulation technology.

Does Vivani Medical’s filing state that the Cortigent spin-off is cancelled?

No. The filing states that Vivani is temporarily withdrawing the record date for the proposed spin-off; it does not state that the spin-off itself has been cancelled.

What part of Vivani Medical’s disclosure discusses the spin-off timing change?

The timing change is described under Item 8.01 Other Events, which explains the withdrawal of the October 8, 2025 record date for the Cortigent spin-off.

How did Vivani Medical communicate this spin-off update to the market?

Vivani Medical issued a press release titled “Vivani Medical Withdraws Record Date for Cortigent Neuromodulation Subsidiary Spin-Off” on October 3, 2025, furnished as Exhibit 99.1.

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Accepted by SEC EDGAR 10/03/2025 - 08:41 AM Learn about SEC filing dates

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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): October 3, 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 7.01 Regulation FD Disclosure.

On October 3, 2025, Vivani Medical, Inc. (the “Company”) issued a press release titled “Vivani Medical Withdraws Record Date for Cortigent Neuromodulation Subsidiary Spin-Off.” A copy of the press release is attached as Exhibit 99.1 hereto.

The information set forth under Item 7.01 and in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Withdrawal of Record Date for Cortigent Spin-off

On October 3, 2025, the Company announced that it is temporarily withdrawing the previously-announced record date of October 8, 2025 for the proposed spinoff of its wholly-owned subsidiary, Cortigent, Inc., which is developing brain implant devices with cutting-edge neuromodulation technology, due to delays arising from the current shutdown of the U.S. federal government.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release issued by Vivani Medical, Inc. on October 3, 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:  October 3, 2025	By:	/s/ Donald Dwyer
	Name:	Donald Dwyer
	Title:	Chief Business Officer