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

Rhea-AI Filing Summary

Vivani Medical entered a Share Purchase Agreement effective August 11, 2025 to sell 7,936,507 shares of common stock at $1.26 per share, the last reported sale price on that date. The placement is expected to generate approximately $10.0 million in gross proceeds to the Company, with issuances occurring over multiple closings through July 15, 2026, each subject to closing conditions.

The Company stated that no warrants or discounts were provided and that no placement agent or investment banking fees were incurred. The Shares will be issued in reliance on exemptions under Section 4(a)(2) and Rule 506 of Regulation D and have not been registered for resale. The filing attaches a Share Purchase Agreement and a press release and corporate slide presentation as exhibits.

Positive

• Approximately $10.0 million in expected gross proceeds to the Company
• No placement agent or investment banking fees incurred
• No warrants or discounts were issued with the placement
• Shares priced at the last reported sale price ($1.26 per share)

Negative

• One purchaser is affiliated with a company director, creating a related-party transaction
• Issuance of 7,936,507 shares will dilute existing shareholders if fully issued
• Shares are unregistered and subject to resale restrictions under the Securities Act
• Placement occurs over multiple closings through July 15, 2026, subject to closing conditions, creating timing uncertainty

Insights

Financial Analyst

TL;DR: A roughly $10M private placement provides capital but will dilute existing shareholders; terms are straightforward with no placement fees.

The Share Purchase Agreement contemplates sale of 7,936,507 shares at $1.26, producing approximately $10.0 million of gross proceeds if fully subscribed by July 15, 2026. Pricing at the last reported sale price and absence of warrants or placement fees preserves simplicity of the financing and avoids layering on additional obligations. The multi-closing structure ties proceeds to satisfaction of closing conditions, which can create timing risk for cash needs. Shares are issued under Rule 506/Section 4(a)(2) and are unregistered, limiting liquidity for purchasers until registration or an exemption applies.

Corporate Governance Expert

TL;DR: Participation by an entity affiliated with a director creates a related-party dimension that warrants disclosure and governance scrutiny.

The filing explicitly states that one purchaser is an entity affiliated with one of the company’s directors. Related-party participation in a material financing is a governance consideration because it may affect perceived fairness and requires clear disclosure of terms and approvals. The agreement’s staged closings through July 15, 2026 and the use of private-exemption mechanics underscore the need for the board to document conflict-of-interest processes and investor representations cited in the filing.

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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): August 11, 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 1.01 Entry into a Material Definitive Agreement.

Vivani Medical, Inc. (the “Company”) entered into a Share Purchase Agreement, effective August 11, 2025 (the “Purchase Agreement”), with an entity  affiliated with one of its directors and another investor listed in the Purchase Agreement (collectively, the “Purchasers”) for the purchase of an aggregate of  7,936,507 shares of common stock of the Company priced at $1.26 per share (the “Shares”), the last reported sale price of the common stock on August 11, 2025. This placement of common stock is expected to result in gross proceeds of approximately $10.0 million to the Company by July 15, 2026.

The placement is expected to occur over a number of closing dates through July 15, 2026, each subject to the satisfaction or waiver of closing conditions. Subject to the satisfaction of closing conditions, at each closing date, the Company will issue and sell a set number of shares of common stock for a determined purchase price to the Purchasers, as provided for in the Purchase Agreement. No warrants or discounts were provided and no placement agent or investment banking fees were incurred in connection with this transaction.

The Shares will be issued pursuant to an exemption from registration under Rule 506 of Regulation D, which is promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration based in part on representations made by the Purchasers.

The Shares have not been registered under the Securities Act or any state securities laws. The Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto are an offer to sell or the solicitation of an offer to buy the Shares described herein. The above description of principal terms of the Purchase Agreement is qualified in its entirety by reference to that agreement attached hereto as Exhibit 10.1.

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2025, the Company issued a press release entitled “Vivani Medical Provides Business Update Including $10M Equity Financing and Reports Second Quarter 2025 Financial Results,” which is attached to this Current Report as Exhibit 99.1.

The information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by reference in such a filing.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the private placement described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, the Company has agreed to sell the Shares to “accredited investors,” as that term is defined in the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The investors represented that they are acquiring the Shares for investment only and not with a view towards, or for, resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.  

Item 7.01. Regulation FD Disclosure

The Company from time to time presents and/or distributes to the investment community at various industry and other conferences slide presentations to provide updates and summaries of its business. These slides are attached to this Current Report on Form 8-K as Exhibit 99.2 and are incorporated by reference herein. The Company is also posting to the “Investors” portion of its website a copy of its current corporate slide presentation. The slides speak as of the date of this Current Report on Form 8-K. While the Company may elect to update the slides in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so.

The information contained in this Item 7.01 and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act, whether made before or after the date hereof, or the Exchange Act, except as shall be expressly set forth by reference in such a filing.

Item 8.01 Other Events.

On August 13, 2025, the Company issued a press release titled “Vivani Medical Provides Business Update Including $10M Equity Financing and Reports Second Quarter 2025 Financial Results,” which included information relating to the private placement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Share Purchase Agreement, dated as of August 11, 2025.
99.1		Press Release issued August 13, 2025.
99.2		Corporate Slides as of August 13, 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: August 13, 2025	By:	/s/ Donald Dwyer
	Name:	Donald Dwyer
	Title:	Chief Business Officer

FAQ

What financing did Vivani Medical (VANI) announce?

The Company entered a Share Purchase Agreement to sell 7,936,507 shares at $1.26 per share, expected to generate approximately $10.0 million in gross proceeds.

Who are the purchasers in the VANI private placement?

Purchasers include an entity affiliated with one of the company's directors and another investor named in the Purchase Agreement.

When will Vivani receive the proceeds from the private placement?

The placement is expected to occur over multiple closings through July 15, 2026, with each closing subject to satisfaction or waiver of closing conditions.

Were any placement fees or warrants issued in the VANI financing?

No; the Company stated that no warrants or discounts were provided and no placement agent or investment banking fees were incurred.

Are the shares offered in the VANI placement registered?

No; the Shares will be issued in reliance on exemptions under Section 4(a)(2) and Rule 506 of Regulation D and have not been registered under the Securities Act.