Vivani Medical Inc

For the period ended Dec 31, 2023. Filed Mar 26, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 26, 2024

VANI$1.15+2.2%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

1.	The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this report.

2.	All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.

The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein. We have identified in the Exhibit Index each management contract and compensation plan filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(a)(3) of Form 10-K.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger by and among Second Sight Medical Products, Inc. and Nano Precision Medical, Inc., dated February 4, 2022 (incorporated by reference to Exhibit 2.1 in the Registrant’s Current Report on Form 8-K filed with the SEC on February 8, 2022).
2.2	Waiver of Available Cash Requirement to the Merger Agreement dated June 15, 2022 (incorporated by reference to Exhibit 2.1 in the Registrant’s Current Report on Form 8-K filed with the SEC on June 21, 2022).
2.3	Plan of Conversion of Vivani Medical, Inc. (a California corporation) to Vivani Medical, Inc. (a Delaware corporation), dated July 5, 2023 and effective July 5, 2023 (incorporated by reference to Appendix A in the Registrant’s revised definitive proxy statement filed with the SEC on May 1, 2023).
3.1	Certificate of Incorporation of Vivani Medical, Inc., filed with the Secretary of State of Delaware and effective, July 6, 2023 (incorporated by reference to Exhibit 3.1 in the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2023).
3.2	Bylaws of Vivani Medical, Inc. (a Delaware Corporation) effective July 6, 2023 (incorporated by reference to Exhibit 3.2 in the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2023).
4.1*	Form of the Registrant’s Common Stock Certificate.
4.2	Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.2 in the Registrant’s Registration Statement on Form S-1, File no. 333-198073, originally filed with the SEC on August 12, 2014, as amended).
4.3	Form of Warrant Agreement and Form of Warrant Certificate (incorporated by reference to Exhibit 4.4 in the Registrant’s Registration Statement on Form S-1, File no. 333-215463, originally filed with the SEC on January 9, 2017, as amended).
4.4	Form of Amendment No. 1 to Warrant Agreement (incorporated by reference to Exhibit 99.2 in the Registrant’s Current Report on Form 8-K filed with the SEC on February 22, 2019).
4.5*	Description of Capital Stock.
10.1	Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.15 in the Registrant’s Proxy Statement/Prospectus on Form S-4, (File no. 333-264959), originally filed with the SEC on May 13, 2022).
10.2	Registrant’s Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 in the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022)
10.3	Transition Funding, Support and Services Agreement by and between the Registrant and Cortigent, Inc., dated March 19, 2023 (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2023).
10.4*	Offer Letter by and between Jonathan Adams and Cortigent, Inc., dated March 11, 2023.
10.5	Lease Agreement Between 1350 South Loop LLC and the Registrant, dated November 21, 2022 (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed with the SEC on November 28, 2022).
10.6	Cost Reimbursement Consortium Research Agreement, by and between Registrant and Doheny Eye Institute, dated as of June 1, 2006 (incorporated by reference to Exhibit 10.12 in the Registrant’s Registration Statement on Form S-1 (File No. 333-198073) originally filed with the SEC on August 12, 2014, as amended).
10.7	SAFE Agreement, by and between Second Sight Medical Products, Inc. and Nano Precision Medical, Inc., dated February 4, 2022 (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed with the SEC on February 8, 2022).
10.8	Amendment 1 to the Transition Funding, Support and Services Agreement, by and between the Registrant and Cortigent, Inc., dated August 28, 2023 (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed with the SEC on August 28, 2023).

21.1*	List of Registrant’s Subsidiaries
23.1*	Consent of BPM LLP, Independent Registered Public Accounting Firm
24.1	Power of Attorney (included in the signature page to this report)
31.1*	Certification of Principal Executive Officer of Vivani Medical, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial and Accounting Officer of Vivani Medical, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certifications of Principal Executive Officer and Principal Financial and Accounting Officer of Vivani Medical, Inc. pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*	Compensation Recovery Policy
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herein.
**	This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
+	Indicates management contract or compensatory plan.

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