[8-K] Vivani Medical, Inc. Reports Material Event

Rhea-AI Filing Summary

Vivani Medical, Inc. (Nasdaq: VANI) filed a Form 8-K to disclose the voting results of its 24 June 2025 Annual Meeting of Stockholders. A quorum was achieved with 37.1 million of 59.2 million outstanding shares represented. All six director nominees—Gregg Williams, Aaron Mendelsohn, Dean Baker, Alexandra Popoff, Adam Mendelsohn and Daniel Bradbury—were elected, each receiving roughly 25 million votes in favor versus approximately 0.4-0.6 million withheld, and 11.8 million broker non-votes. Stockholders also (1) ratified BPM LLP as independent auditor for fiscal 2025 with 36.5 million votes in favor and minimal opposition, and (2) approved, on a non-binding basis, executive compensation with 23.1 million votes for, 0.6 million against, 1.7 million abstentions and 11.8 million broker non-votes. No other matters were presented.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting matters passed easily; no immediate valuation impact.

The 2025 AGM produced conventional results: directors re-elected, auditor ratified and say-on-pay affirmed. Support levels were high—over 97% of votes cast backed each director and 98% approved the auditor. While this signals shareholder confidence in governance and management, none of the items alter strategic direction, capital structure or near-term earnings. Broker non-votes of 11.8 million suggest sizable retail or inactive holdings but are typical under discretionary voting rules. Overall, the filing fulfills disclosure requirements without introducing new risks or catalysts.

Portfolio Manager

TL;DR: Neutral event; maintain focus on pipeline milestones rather than AGM outcomes.

From a portfolio perspective, the vote confirms status quo oversight and compensation practices at Vivani Medical. No director faced meaningful opposition and the auditor’s re-appointment removes a potential overhang regarding financial statement reliability. However, these decisions do not influence revenue outlook, cash runway or clinical timelines—key drivers for a small-cap med-tech firm like VANI. Consequently, the disclosure is administratively important but not trading-relevant; position sizing should continue to hinge on upcoming trial data and funding events, not this procedural vote.

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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): June 24, 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 5.07 Submission of Matters to a Vote of Security Holders.  

The 2025 Annual Meeting of Stockholders of Vivani Medical, Inc. (“Vivani” or the “Company”) was held on June 24, 2025 (the “Annual Meeting”). Holders of 37,097,099 of 59,243,903 shares of Vivani’s common stock were represented at the meeting in person or by proxy, constituting a quorum. The following are the voting results on each matter submitted to the stockholders of Vivani at the Annual Meeting.

Proposal 1: The stockholders elected each of the six director nominees to the Board of Directors of the Company (the “Board”) to serve until the 2026 Annual Meeting of Stockholders or until their successors have been duly elected and qualified, as set forth below:

Director Name	Votes For	Votes Withheld	Broker Non-Votes
Gregg Williams	24,759,124	561,720	11,776,254
Aaron Mendelsohn	24,814,324	506,520	11,776,254
Dean Baker	24,920,589	400,255	11,776,254
Alexandra Popoff	24,915,413	405,431	11,776,254
Adam Mendelsohn	24,913,524	407,320	11,776,254
Daniel Bradbury	24,950,672	370,172	11,776,254

Proposal 2: The stockholders ratified the appointment by the Audit Committee of the Board of BPM LLP as Vivani’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
36,538,077	98,316	460,706	0

Proposal 3: The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth below:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
23,052,944	594,065	1,673,835	11,776,254

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: June 25, 2025	By:	/s/ Donald Dwyer
	Name:	Donald Dwyer
	Title:	Chief Business Officer

FAQ

How many shares were present at Vivani Medical's 2025 Annual Meeting?

37,097,099 shares of the 59,243,903 outstanding common shares were represented, establishing a quorum.

Were all Vivani Medical (VANI) director nominees elected in 2025?

Yes. All six nominees received strong majority support, with votes in favor ranging around 24.8 million-25.0 million each.

Which audit firm was ratified for Vivani Medical's 2025 fiscal year?

Stockholders ratified BPM LLP as the company’s independent registered public accounting firm.

What was the outcome of the 2025 say-on-pay vote for Vivani Medical?

The advisory vote on executive compensation passed with 23,052,944 votes for, 594,065 against and 1,673,835 abstentions.

Does the 8-K announce any mergers, financings or product updates?

No. The filing is limited to shareholder voting results; it contains no information on transactions, financings or clinical developments.