Vivani Medical Files 8-K: Material Agreement, Equity Sales

Ticker: VANI · Form: 8-K · Filed: Oct 28, 2025 · CIK: 1266806

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

Related Tickers: VVNI

TL;DR

Vivani Medical (VVNI) filed an 8-K detailing a material agreement and equity sales on Oct 26th.

AI Summary

Vivani Medical, Inc. filed an 8-K on October 28, 2025, reporting on events that occurred on October 26, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and a Regulation FD disclosure. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate activity for Vivani Medical, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Vivani Medical, Inc.?

The filing indicates an entry into a material definitive agreement, but the specific details of the agreement are not provided in the summary information.

What type of equity securities were sold in the unregistered sales?

The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided summary.

What is the purpose of the Regulation FD Disclosure mentioned in the filing?

A Regulation FD Disclosure is typically made to ensure that material information is broadly disseminated to the public, preventing selective disclosure.

When was Vivani Medical, Inc. incorporated and in which state?

Vivani Medical, Inc. was incorporated in Delaware.

What are the primary business activities of Vivani Medical, Inc. based on its SIC code?

Based on its SIC code (3845), Vivani Medical, Inc. is involved in the ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS industry.

Filing Stats: 1,374 words · 5 min read · ~5 pages · Grade level 10.9 · Accepted 2025-10-28 06:03:13

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Private Placement Vivani Medical, Inc. (the "Company") entered into a Share Purchase Agreement, dated October 2 6 , 2025 (the "Purchase Agreement"), with an entity affiliated with Gregg Williams, Chairman of the Company's board of directors (the "Purchaser") for the purchase of an aggregate of 3,703,703 shares of common stock , par value of $0.0001 per share ("Common Stock") of the Company at a purchase price of $ 1.62 per share (the " Private Placement Shares"), the last reported sale price of the C ommon S tock on October 24 , 2025. This private placement of Common Stock resulted in gross proceeds of approximately $ 6 .0 million to the Company. No warrants or discounts were provided and no placement agent or investment banking fees were incurred in connection with the private placement . The Private Placement 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 Purchaser. 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. Registered Direct Offering Concurrent with the private placement, t he Company also entered into a Placement Agency Agreement , dated October 26, 2025 (the "Placement Agency Agreement") with ThinkEquity LLC (the "Agent") relating to the sale by the Company of 6,000,000 shares of the Company's Common Stock (the " Registered Shares ") in a registered direct offering (the " Registered Offering"). The gross proceeds from the Registered Offering will be approximately $ 9.7 million, before placement agent fees and other estimated offering expenses. The Registered Offering is being made pursuant to the shelf registration statement on Form S-3 (File N

02 Unregistered Sales of Equity Securities

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 Private Placement 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 Purchaser 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 Private Placement 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 2 6 , 2025 , the Company issued a press release titled " Vivani Medical, Inc. Announces Pricing of Common Stock Offering ." The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorp orated herein by reference. The information contained in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "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. The information contained in this Current Report on Form 8-K under Item 7.01, shall not be incorporated by reference into any filing under the Securities Act, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1* Opinion of Goodwin Procter LLP. 10.1 * Share Purchase Agreement, dated as of October 2 6 , 2025. 10.2 * Placement Agency Agreement dated October 2 6 , 2025. 23.1* Consent of Goodwin Procter LLP (included in Exhibit 5.1). 99.1 Press Release issued October 2 6 , 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.

SIGNATURES

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 28 , 2025 By: /s/ Donald Dwyer Name: Donald Dwyer Title: Chief Business Officer

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