|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|
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).
|
