Vivani Medical prices $4.5 million stock offering; chairman's affiliate to buy $2.0 million

Vivani Medical, Inc. (Nasdaq: VANI) agreed on January 25, 2026 to sell 1,689,200 shares of common stock in a registered direct offering and 1,351,351 shares in a concurrent private placement, both at $1.48 per share. The company expects gross proceeds of approximately $4.5 million before placement agent fees and estimated offering expenses. The buyer of the private placement shares is an entity affiliated with Gregg Williams, the chairman of the board. The 8-K says both sales are expected to close on or about January 27, 2026.

The registered direct offering

The registered portion brings gross proceeds of approximately $2.5 million and is sold under Vivani's shelf registration statement on Form S-3 (File No. 333-278869). Vivani signed a placement agency agreement dated January 25, 2026 with ThinkEquity LLC, which acts as sole placement agent on a best-efforts basis. The 8-K says Vivani agreed to pay ThinkEquity a cash fee of 7.0% of the aggregate proceeds from the shares. It also agreed to reimburse the agent for up to $125,000 of legal and other reimbursable expenses.

The company's directors and officers signed lock-up agreements with ThinkEquity. Each agreed not to sell or otherwise dispose of Vivani securities for 60 days after the closing, subject to exceptions. The 8-K names Goodwin Procter LLP as counsel giving the legal opinion on the shares in the registered offering. It names no counsel for ThinkEquity.

The chairman's affiliate buys in

The private placement was signed under a share purchase agreement dated January 25, 2026. The purchaser is the Gregg G Williams 2006 Irrevocable Trust, according to the purchase agreement. The 8-K says the trust is buying 1,351,351 shares at $1.48, which it describes as the last reported sale price of the common stock on January 23, 2026. The gross proceeds from that sale are about $2.0 million.

The 8-K says the private placement carries no warrants and no discount, and that no placement agent or investment banking fee was paid on it. The shares are issued under Rule 506 of Regulation D, and the purchaser represented that it is buying for investment and not for resale. The press release calls both sales priced "at-the-market" under Nasdaq rules. The trust is an affiliate of the company's own chairman.

Losses, cash and a going-concern basis

The 2024 annual report, filed March 31, 2025, shows net cash used in operating activities of $20,786 thousand in 2024, compared with $23,699 thousand in 2023. Cash, cash equivalents and restricted cash ended 2024 at $19,690 thousand, down from $21,992 thousand a year earlier. Financing activities provided $19,054 thousand in 2024.

The report says the financial statements are prepared on a going-concern basis. It says the company's ability to continue depends on raising additional capital or developing profitable operations, with no assurance it can do so. At that time the company estimated that available cash would fund its planned obligations for at least the next twelve months. It also says it expects to meet its capital requirements through the recurring sale of equity securities. The 8-K does not give the company's cash balance as of its date.

Programs and the next step

Vivani describes itself as a clinical-stage biopharmaceutical company developing miniature, ultra long-acting drug implants. Its NanoPortal platform is designed to deliver medicines steadily over long periods. Its lead programs are NPM-115, a six-month exenatide implant for chronic weight management, and NPM-139, a semaglutide implant. The first-in-human study of NPM-115, called LIBERATE-1, is being conducted in Australia, and the 2024 annual report said top-line data were expected in mid-2025.

The company says the net proceeds from both sales will fund research and clinical development of its product candidates, along with working capital and general corporate purposes. The 8-K does not say how much of the proceeds goes to each program. Chief Business Officer Donald Dwyer signed the 8-K. The 2024 annual report was signed by Adam Mendelsohn, chief executive officer and director, and by Brigid A. Makes, chief financial officer, with Gregg Williams signing as chairman.

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