Vivani Medical, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Organization and Business Operations

Vivani Medical, Inc. (“Vivani” or the “Company” or similar terms) is a clinical stage biopharmaceutical company that develops miniature, ultra long-acting subdermal drug implant candidates utilizing its proprietary NanoPortal™ technology, which is designed to enable reversible, ultra long-acting, near constant-rate delivery of a broad range of medicines to treat chronic diseases. Vivani uses this platform technology to develop, and potentially commercialize, drug implant candidates, alone or in collaboration with pharmaceutical company partners, to address leading causes of poor clinical outcomes in the treatment of chronic diseases, including medication non-adherence, drug tolerability and administration challenges faced by certain patients.

Vivani resulted from the business combination of Second Sight Medical Products, Inc. (“Second Sight”) and Nano Precision Medical, Inc. (“NPM”). On August 30, 2022, Second Sight and NPM completed their merger pursuant to which NPM became a wholly owned subsidiary of Second Sight and the combined company of NPM and Second Sight was renamed Vivani Medical, Inc. Vivani’s main priority is the further development of its miniature, ultra long-acting drug implant candidate programs. In parallel, Vivani’s management team remains committed to enabling further development of its pioneering neurostimulation systems from legacy company Second Sight which are aimed at helping patients recover critical body functions. Vivani subsequently contributed its Second Sight assets and certain liabilities to Cortigent, Inc. (“Cortigent”), its wholly owned subsidiary to advance its pioneering neurostimulation technology. The Company entered into a merger agreement between Cortigent and a wholly-owned subsidiary of Nasdaq-listed ClearOne, Inc. (Nasdaq: CLRO) dated July 1, 2026. In connection with that transaction, ClearOne is pursuing a financing which aims to raise $10 million to $15 million concurrently with the merger’s closing.

Liquidity, Capital Resources and Going Concern

Since inception, we have funded our operations primarily through sales of our common stock and warrants. We are not a revenue-generating organization, and we have incurred recurring operating losses and negative operating cash flows since inception. We expect to continue to incur operating losses and negative operating cash flows for the foreseeable future. As a company that does not generate revenue and that develops novel biopharmaceutical products, we are subject to the risks and uncertainties associated with such a business, including limitations on our operating capital resources. We estimate that our existing cash and cash equivalents will be sufficient to fund our currently planned operations only through the second quarter of 2027, which is before the end of the one‑year evaluation period described below, and we will require additional capital to continue operating thereafter.

These conditions and events raise substantial doubt about our ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued.

To address these conditions, in March 2025, May 2025, and August 2025, we entered into three equity purchase agreements providing for up to $21.2 million of aggregate gross proceeds through 19 tranche closings occurring from August 13, 2025 through July 15, 2026. The final tranche closed on July 15, 2026, and as of that date all shares issuable under these agreements had been issued, with no further proceeds available thereunder. For additional information, refer to Note 7, Equity Securities, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10‑Q.

Management's plans to fund operations beyond the second quarter of 2027 include transitioning Cortigent to a separate reporting company by the end of the third quarter of 2026 and raising additional capital. If the Cortigent transition is not completed in the third quarter of 2026 and we are unable to secure additional funding, we would need to discontinue Cortigent's operations to preserve liquidity through the second quarter of 2027. There can be no assurance that we will complete the Cortigent transition or that additional financing will be available to us on acceptable terms, or at all.

Because these plans are not fully within our control and their successful execution cannot be considered certain, management has concluded that its plans do not alleviate the substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In the Company’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of its financial position and its results of operations and cash flows for periods presented. These condensed consolidated financial statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2025, included within its Annual Report on Form 10-K filed with the SEC on March 26, 2026 (the “2025 Form 10-K”). The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.

Principles of Consolidation

The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Significant estimates include those related to assumptions used in valuing equity instruments and stock-based compensation, and the realization of deferred tax assets. Actual results could differ materially from those estimates.

Operating Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision-maker, its Chief Executive Officer, reviews financial information presented for each of its segments. The Company hastwo reporting segments, specifically the Biopharm Division and Neurostimulation Division. Neither division is revenue producing. The Biopharm Division includes activities from NPM and Vivani Medical Australia Pty Ltd. The Neurostimulation Division includes activities from Cortigent and Cortigent’s subsidiary in Switzerland, effectively closed in 2025.

The Company’s long-term assets are located in the United States.

Significant Accounting Policies

The Company’s significant accounting policies are set forth in our audited consolidated financial statements for the year ended December 31, 2025, included within the 2025 Form 10-K.

The Company is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (“R&D”) expenditures under the Australian Research and Development Tax Incentive program. The Company recognizes the incentive when there is reasonable assurance that the eligible expenditures have been incurred, the amount can be reliably measured, and the Company will comply with all conditions of the program. Amounts earned under the program are recognized as a component of other income, net, in the condensed consolidated statements of operations in the period the eligible expenditures are incurred. Amounts recognized but not yet received are presented as an R&D tax credit incentive receivable in the condensed consolidated balance sheets.

Recently Issued Accounting Pronouncements Not Yet Adopted as of June 30, 2026

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU No. 2024-03”), which will improve the disclosures about a public business entity’s expenses and requires detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions such as cost of sales, selling, general and administrative, and research and development on the face of the income statement. ASU 2024-03 is effective for the Company for fiscal years beginning on January 1, 2027, and for interim periods within fiscal years beginning on January 1, 2028. Early adoption is permitted. The guidance may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU provides authoritative guidance for the recognition, measurement and presentation of government grants received by a business entity. This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim periods within those annual periods. The guidance can be applied on a modified prospective, modified retrospective, or retrospective approach; early adoption is permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements. This ASU clarifies interim disclosure requirements; it does not attempt to expand or reduce disclosures. ASU 2025-11 also includes a disclosure principle to help entities determine which events since the end of the last annual reporting period are material for disclosure. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The guidance can be applied on a prospective basis, or a retrospective basis for all or any prior periods, and early adoption is permitted. The Company is currently evaluating the impact of this ASU; however, it is not anticipated to have a material impact on its condensed consolidated financial statements.

Note 3. Concentration of Risk

Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and money market funds. The Company maintains cash and money market funds with financial institutions that management deems credit worthy, and at times, cash balances may be in excess of FDIC and SIPC insurance limits of $250,000 and $500,000 (including cash of $250,000), respectively.

Foreign Operations

The accompanying interim unaudited condensed consolidated financial statements as of June 30, 2026 and December 31, 2025 include assets amounting to approximately $794,000 and $700,000, respectively, relating to the Company’s operations in Australia. Unanticipated events in foreign countries could disrupt the Company’s operations and impair the value of these assets.

Note 4. Fair Value Measurements

The authoritative guidance with respect to fair value establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability that requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

Cash equivalents, which include certificates of deposit and money market funds, are the only financial instruments measured and recorded at fair value on the condensed consolidated balance sheets, and are valued using Level 1 inputs. As of June 30, 2026 and December 31, 2025, the Company did not have any Level 1 and Level 2 financial liabilities or Level 3 financial assets or liabilities measured at fair value on a recurring basis. The Company did not have any transfers between Level 1 and Level 2 or transfers in or out of Level 3 during the three orsix months ended June 30, 2026 and 2025.

The following table summarizes assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

Note 5. Insurance Premium Financing

In September 2025, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance premiums for its professional liability policies. The amount financed was approximately $355,000 and incurs interest at an annual rate of 7.2%. The Company is required to maketen monthly payments of approximately $36,000 through July 2026. There was an outstanding balance of $36,000 as of June 30, 2026.

In September 2024, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance premiums for its professional liability policies. The amount financed is approximately $426,000 and incurs interest at a rate of 7.2%. The Company was required to make nine monthly payments of approximately $47,000 through July 2025. The amount had been fully repaid as of December 31, 2025.

Note 6. Selected Balance Sheet Detail

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

Contract Liabilities

Contract liabilities of $335,000 as of December 31, 2025 were included in accrued expenses on the condensed consolidated balance sheet. This balance represented a reserve established in connection with a legacy Program Participation Agreement (the "PPA") originally entered into by Second Sight Medical Products, Inc., a predecessor entity, with a customer relating to the Company's discontinued Argus II retinal prosthesis. Under the PPA, the Company could have been required to refund the purchase price of the product to the extent the customer did not obtain third-party insurance reimbursement.

During the quarter ended June 30, 2026, the Company determined, based on the assessment of legal counsel, that the applicable contractual claim period and statute of limitations had expired and that the Company was no longer legally obligated under the PPA. Accordingly, the Company concluded that the obligation was no longer enforceable and derecognized the liability. Because the arrangement relates to a discontinued legacy product line and does not reflect revenue from the Company's current operations, the Company recorded the $335,000 derecognition as a gain within other income, net in the condensed consolidated statement of operations, rather than as product revenue or as a reduction of operating expenses. There wasno balance of contract liabilities as of June 30, 2026.

Note 7. Equity Securities

The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share, with 89,409,706 issued and outstanding as of June 30, 2026. In addition, the Company is authorized to issue 10,000,000 shares of preferred stock with none issued as of June 30, 2026.

Open Market Sales Agreement

On April 22, 2024, the Company entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $75.0 million through Jefferies as its sales agent. Also on April 22, 2024, the Company filed a Registration Statement on Form S-3, which was declared effective on May 3, 2024, including a sales agreement prospectus relating to the offering of up to $75.0 million shares of its common stock in accordance with the Sales Agreement. The Company will pay Jefferies a commission of up to three percent (3.0%) of the gross sales proceeds of any common stock sold through Jefferies under the Sales Agreement.

During thesix months ended June 30, 2026, the Company did not issue any shares of common stock pursuant to the Sales Agreement. During thesix months ended June 30, 2025, the Company issued 9,215 shares of common stock for gross proceeds of $10,000 pursuant to the Sales Agreement. The Company paid expenses of $37,000, resulting in negative net proceeds of $28,000.

2025 Private Sale Transactions

During 2025, the Company entered into multiple share purchase agreements with a related party entity affiliated with one of its independent directors and one share purchase agreement with one of its investors (collectively, the “2025 Private Sales Transactions”) pursuant to which the Company agreed to sell shares of its common stock in multiple tranche closings at prices equal to the closing price of the Company’s common stock on Nasdaq on the respective agreement dates, subject to customary adjustments for reverse and forward stock splits, stock dividends, stock combinations, and similar transactions.

On March 26, 2025, the Company entered into a share purchase agreement with an entity affiliated with one of its independent directors to sell an aggregate of 7,366,071 shares of common stock infive tranche closings at a price of $1.12 per share, representing the closing price of the Company’s common stock on Nasdaq on that date. Gross proceeds from this transaction were approximately $8.25 million.

On May 12, 2025, the Company entered into an additional share purchase agreement with an entity affiliated with one of its independent directors to sell an aggregate of 2,912,621 shares of common stock intwo tranche closings at a price of $1.03 per share, representing the closing price of the Company’s common stock on Nasdaq on that date. Gross proceeds from this transaction were approximately $3.0 million.

On August 11, 2025, the Company entered into a share purchase agreement with an entity affiliated with one of its independent directors, and with another investor, to sell an aggregate of 7,936,507 shares of common stock in 12 tranche closings at a price of $1.26 per share, representing the closing price of the Company’s common stock on Nasdaq on that date. Gross proceeds from this transaction are expected to be approximately $10.0 million. As of June 30, 2026,11 of the 12 closings have occurred, at which an aggregate of 7,142,857 shares of common stock (out of the total 7,936,507) have been sold, for gross proceeds of approximately $9.0 million.

During thesix months ended June 30, 2026, the Company issued 9,941,391 shares of common stock pursuant to the 2025 Private Sales Transactions, generating net proceeds of $11.6 million. The remaining shares issuable after June 30, 2026 under these agreements were issued upon completion of the final remaining tranche closing, which brought gross proceeds of approximately $1.0 million into the Company on July 15, 2026.

2026 Private Placement and Registered Direct Offering

On January 25, 2026, the Company entered into a share purchase agreement with a related party entity affiliated with one of its independent directors for the purchase of an aggregate of 1,351,351 shares of common stock of the Company at a purchase price of $1.48 per share, the last reported sale price of the common stock on January 23, 2026 (the “2026 Private Placement”). This private placement of common stock resulted in gross proceeds of approximately $2.0 million to the Company.

Concurrent with the private placement, the Company also entered into a placement agency agreement with ThinkEquity, LLC relating to the sale by the Company of 1,689,200 shares of the Company’s common stock in a registered direct offering, also at a purchase price of $1.48 per share (the “2026 Registered Direct Offering”). Net proceeds were $2.2 million after giving effect to $325,000 in issuance expenses.

Note 8. Warrants

NPM, prior to the merger with Second Sight, issued common stock and equity classified warrants (collectively, the “unit” or “units”) in 2019, 2020 and 2021 for $3.15 per unit. Outstanding warrants to purchase common stock are shown in the table below and generally expire five years from the date of issuance at $3.15 per share exercise price, split adjusted, are transferable into one share of common stock and may be exercised on a cashless basis. The remaining warrants outstanding that were issued at $3.15 per unit prior to the merger with Second Sight will expire in December 2026, if not exercised sooner.

In connection with a securities purchase agreement entered on March 1, 2024, the Company issued equity classified warrants to purchase 3,947,368 shares of common stock at an exercise price of $3.80 per share. These warrants are exercisable immediately upon issuance and will expire three years following the date of issuance. The warrants are exercisable for cash at an exercise price of $3.80 per share and, if exercised in full, could result in aggregate proceeds to the Company of approximately $15.0 million. In the absence of an effective registration statement covering the issuance of the shares underlying the warrants, the warrants may be exercised on a cashless basis in accordance with their terms.

The warrants outstanding as of June 30, 2026 have no intrinsic value.

A summary of warrant activity for thesix months ended June 30, 2026 is presented below (in thousands, except per share and contractual life data).

Note 9. Stock-Based Compensation

Equity Incentive Plan

The Vivani Medical, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”) became effective on August 30, 2022. Under the 2022 Plan,10,033,333 shares were authorized for issuance at its effective date. On March 25, 2026, the Company’s board of directors adopted and approved an amendment and restatement of the 2022 Plan (the “2022 Amended Plan”). The 2022 Amended Plan was approved by the Company’s stockholders at the Annual Meeting on June 24, 2026, increasing the maximum number of shares authorized for issuance under the 2022 Amended Plan to 21,033,333 shares. No other provisions of the 2022 Plan were amended in the 2022 Amended Plan. The maximum number of shares with respect to which stock awards could be granted is offset and reduced by stock awards previously granted under the 2022 Plan. As of June 30, 2026,11,204,893 shares of common stock were available for future issuance under the 2022 Amended Plan pursuant to stock awards that had not previously been granted.

For stock option grants, the option price is determined by the Board of Directors, but cannot be less than the fair value of the shares at the grant date. Generally, the options vest ratably over four years and expireten years from the grant date. The 2022 Amended Plan provides for accelerated vesting if there is a change of control, as defined in the 2022 Amended Plan.

Stock Options

A summary of stock option activity is presented below (in thousands, except per share and contractual life data).

The estimated aggregate intrinsic value of stock options exercisable as of June 30, 2026 was less than $0.1 million.

Restricted Stock Units (RSUs)

A summary of restricted stock activity and related information (in thousands, except per share data):

During thesix months ended June 30, 2026 the Company did not grant any RSUs. During the six months ended 2025 the Company granted 292,500 RSUs. Outstanding RSU are subject to market conditions which required our closing stock price to exceed $3.15 per share forthree consecutive days in thefour years from grant date for the RSUs to vest. Upon achievement of the market condition, one-third of the award will vest, and thereafter, one-third of the award will vest on the first and second anniversary of the achievement date, subject to the recipient’s continued service through each applicable vesting date.

Stock-Based Compensation Expense

The following table summarizes total stock-based compensation expense for stock options and RSUs, which is included in the condensed consolidated statements of operations (in thousands):

As of June 30, 2026, there was $1.8 million of total unrecognized stock-based compensation expense related to outstanding stock options that will be recognized over a weighted average period of 1.2 years. As of June 30, 2026, there was $0.1 million of total unrecognized stock-based compensation expense related to outstanding RSUs that will be recognized over a weighted average period of 1.3 years.

Fair Value Assumptions

Stock Options (Service Vesting)

The weighted-average grant-date fair value of options granted during thesix months ended June 30, 2026 and 2025 were $0.95 and $0.89, respectively. The assumptions used in the Black-Scholes model for stock options are as follows:

Note 10. Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of shares of common stock outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include common stock options, RSUs and warrants issued and outstanding.

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts):

Because the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods presented, as the inclusion of all potential common stock equivalents outstanding would have been antidilutive.

During the periods ended June 30, 2026 and 2025, the following common stock equivalents were excluded from the computation of diluted net loss per share because including them would have been antidilutive (in thousands).

Note 11. Right-of-use Assets and Operating Lease Liabilities

The Company leases certain office, laboratory, research and development space for its use. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. Operating lease cost for the operating lease is recognized on a straight-line basis over the lease term and is included in operating expenses on the condensed consolidated statements of operations. The lease agreements do not contain any material residual value guarantees or restrictive covenants. As most of the leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

On November 21, 2022, Vivani entered into a triple net lease agreement for a single building with 43,645 square feet of space in Alameda, California. The stated term of the lease commenced on June 1, 2023 and terminates on September 30, 2033, ten years and four months. The lease term is based on the non-cancellable period in the lease agreement. There are two options to extend the lease, each for a term of five years; however, the extension options were not included in the measurement of the right-of-use asset and lease liability because it is not reasonably certain that the Company will exercise such extension options. Payments increase annually from $2,676,311 to $3,596,784, or 124 monthly payments less the first four which are abated, totaling approximately $31.0 million. Vivani is responsible for insurance, property taxes and common area maintenance charges. Vivani deposited $1.3 million to guarantee a letter of credit to secure the lease. During the period ended June 30, 2026, $0.4 million of previously restricted cash was released upon a reduction in the collateral requirements under the letter of credit. Restricted cash was $0.9 million and $1.3 million on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.

The Company also maintains short-term leases for offices and storage space that are not material, individually or in the aggregate, and are not recorded on the condensed consolidated balance sheets.

On October 1, 2025, the Company entered into a long-term sublease agreement to lease a manufacturing facility that will support, among other activities, Good Manufacturing Practices with the Company's clinical study test article. The stated term of the sublease commenced on October 1, 2025 and terminates on April 30, 2028. The Company's rental payment amounts to $35,000 per month plus operating expenses.

The following table summarizes supplemental balance sheet information related to the Company’s operating leases (in thousands):

Operating lease cost was $0.8 million and $0.8 million during thethree months ended June 30, 2026 and 2025, respectively, and $1.6 million and $1.6 million during the six months ended June 30, 2026 and 2025, respectively.

Variable lease cost, comprising primarily of common area maintenance charges and taxes, for the operating lease was $0.2 million and $0.2 million during thethree months ended June 30, 2026 and 2025, respectively, and $0.3 million and $0.4 million during the six months ended June 30, 2026 and 2025, respectively.

The following table summarizes a maturity analysis of the Company’s lease liabilities showing the aggregate lease payments as of June 30, 2026 (in thousands except weighted average data):

Other information related to leases are as follows (in thousands):

Note 12. Commitments and Contingencies

Indemnification Agreements

The Company maintains indemnification agreements with its directors and officers that may require it to indemnify them against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by applicable law.

Clinical Trial Agreements

Based upon FDA approval of Argus II, which was obtained in February 2013, the Company was required to collect follow-up data from subjects enrolled in its pre-approval trial for a period of up to ten years post-implant. This requirement to collect follow-up data was halted in 2020 with FDA approval. In addition, the Company conducted three post-market studies to comply with FDA, French, and European post-market surveillance regulations and requirements and is conducting an early feasibility clinical study of Orion. The Company has contracted with various universities, hospitals, and medical practices to provide these services. Payments are based on procedures performed for each subject and are charged to clinical and regulatory expense as incurred. Total amounts expensed during thethree months ended June 30, 2026 and 2025 were $43,000 and $1,000, respectively and during thesix months ended June 30, 2026 and 2025 were $226,000 and $35,000, respectively.

Litigation, Claims and Assessments

One opposition filed by Pixium Vision SA (“Pixium”) was pending in the European Patent Office (“EPO”) challenging the validity of a European patent owned by Cortigent. The Company decided to allow the patent to be abandoned by the EPO, which occurred in February 2025. As a result, this opposition is no longer pending. While this abandonment could impact the Company’s ability to protect Cortigent’s neurostimulation technology in Europe related to this patent, the Company does not believe that it will have a material effect on its ability to manufacture and sell its products, or otherwise have a material effect on Cortigent’s operations.

Pixium

As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company had entered into a Memorandum of Understanding (“MOU”) for a proposed business combination with Pixium. In response to a press release by Pixium dated March 24, 2021, and subsequent communications between the Company and Pixium, the Company’s Board of Directors determined that the business combination with Pixium was not in the best interest of its stockholders. On April 1, 2021, the Company gave notice to Pixium that it was terminating the MOU between the parties and seeking an amicable resolution of termination amounts that may be due, however no assurance can be given that an amicable resolution will be reached. The Company accrued $1,000,000 of liquidated damages as contemplated by the MOU in accounts payable as of March 31, 2021 and remitted that amount to Pixium in April 2021. Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $1,000,000 payment. On May 19, 2021, Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. The Company believes it has fulfilled its obligations to Pixium with the liquidated damages payment of $1,000,000. On December 8, 2022, the Company received notice that the Paris Commercial Court has rendered its judgment, including finding that the Company’s termination of the MOU was not valid. In the judgment, the Company was ordered to pay to Pixium the amount of €2,500,000 minus a €947,780 credit for the $1,000,000 already paid for, a net amount payable of approximately €1,552,220. On May 24, 2023, the Company filed an appeal against the judgment from the Paris Commercial Court except in so far as such prior judgment dismissed (i) Pixium’s claim for the Company to pay it a sum of €480,693 relating to the alleged time spent by its teams, (ii) Pixium’s application to order the Company to pay it a sum of €1,500,000 in respect to alleged loss of opportunity and (iii) deducted the sum of $1,000,000 that the Company already paid Pixium and which Pixium retained converted into euros at the date of the judgment. Thereafter Pixium filed its brief with Paris Court of Appeal and filed a cross-appeal on January 18, 2024. Meanwhile, the Company received notice that the Paris Commercial Court had opened safeguard proceedings against Pixium by judgment dated October 9, 2023, then in its judgment dated November 13, 2023, converted safeguard proceedings into receivership, and in its judgment dated January 31, 2024, converted Pixium’s receivership proceedings to liquidation proceedings, the transfer plan being rejected. As a result, Pixium’s liquidator intervened on behalf of Pixium in the pending proceedings before the Paris Court of Appeal and filed its brief on March 21, 2024. The Company filed its brief in reply with the Paris Court of Appeal on April 17, 2024. Proceedings before the Paris Court of Appeal are pending. In parallel, because the Company has failed to enforce the judgment, Pixium has requested the pre-trial judge to strike out the Company's appeal for failure to enforce the judgment. The hearing took place on June 4, 2024 and on October 23, 2024, the pre-trial judge issued his order, striking out Vivani's appeal for failure to enforce the decision. Within two years of October 23, 2024, Vivani will have to request that the case be reinstated on the court's docket, providing evidence that the judgment has been fully enforced or, at the very least, that an agreement has been reached. Failing this, the appeal proceedings will lapse.

The Company recorded a charge of $1,675,000 for the year ended December 31, 2022, related to this matter but plans to continue its appeal against the preliminary judgment.

Oppenheimer

On January 26, 2024, Oppenheimer & Co. Inc. (“Oppenheimer”) filed a complaint asserting breach of contract and other claims against the Company and a party unrelated to the Company with respect to this matter, ThinkEquity LLC (the “Third Party”), arising from a placement agent agreement dated November 5, 2020, executed by and between the Company and Pixium in connection with a proposed business combination transaction with Pixium. The complaint, filed in the Supreme Court of the State of New York, County of New York, Index No. 650421/2024, seeks recovery of no less than $1,625,000 in damages, plus costs and fees. On April 3, 2024, the Company filed a motion to dismiss the complaint. On May 3, 2024, the Third Party filed its own motion to dismiss. On June 12, 2025, the Court granted the Company’s motion in part and denied it in part, dismissing all claims except the first cause of action for breach of contract (the “Claim”), and the Court dismissed the complaint as against the Third Party. Oppenheimer and the Company are now commencing discovery on the Claim, which seeks the monetary damages referenced above. Each of the Company and Oppenheimer have filed notices of appeal. The Company has defenses to the Claim and intends to defend itself vigorously, but there can be no assurance as to the outcome of the litigation.

The Company is party to litigation arising in the ordinary course of business. It is the Company’s opinion that the outcome of such matters will not have a material effect on its results of operations, however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, diversion of management resources and other factors.

Note 13. Segment Information

Operating segments are defined as components of an enterprise for which separate financial information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company hastwo operating and reporting segments, the Biopharm Division and the Neurostimulation Division. The Company’s CODM is its Chief Executive Officer who reviews the Company between Biopharm and Neurostimulation divisions. The Company’s primary focus is the Biopharm Division. The Company is working to spin off the Neurostimulation Division. The measure of segment loss is reported on the condensed consolidated statements of operations as net loss. The measure of segment assets is reported on the consolidated balance sheets as total assets.

The Company has not generated any product revenue since the merger of NPM and Second Sight. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it is a clinical stage biopharmaceutical company.

During the three months ended June 30, 2026, the Biopharm Division and Neurostimulation Division incurred operating expenses of $6.2 million and $0.2 million, respectively.

During thesix months ended June 30, 2026, the Biopharm Division and Neurostimulation Division incurred operating expenses of $12.2 million and $0.9 million, respectively.

As of June 30, 2026, total assets for the Biopharm Division and the Neurostimulation Division were $41.1 million and $0.5 million, respectively.

The following table provides information related to the Company’s operating segments based upon the Company's net loss for thethree and six months ended June 30, 2026 and 2025 (in thousands):

Note 14. Subsequent Event

The Company evaluated subsequent events for recognition and disclosure through the date the condensed consolidated financial statements were issued or filed. Nothing has occurred outside normal operations that required recognition or disclosure in these financial statements except as follows:

Merger Agreement

On July 1, 2026, the Company entered into a merger agreement proposing to merge Cortigent with a wholly-owned subsidiary of Nasdaq-listed ClearOne, Inc. (Nasdaq: CLRO). In connection with that merger, ClearOne is pursuing a financing which aims to raise $10 million to $15 million concurrently with the merger’s closing.

As consideration for all of the issued and outstanding shares of common stock of Cortigent, the Company will receive 12,500,000 shares of common stock of ClearOne. It is anticipated that Vivani will be the majority owner of the combined company. ClearOne will be renamed “Cortigent Holdings, Inc.” (d/b/a Cortigent) and is expected to trade under Nasdaq ticker symbol CRGT.

The transactions have been unanimously approved by the boards of directors of Vivani and ClearOne, respectively, and are expected to close in the third quarter of 2026, subject to certain closing conditions.

SLIM-1 Dosing Completed

On August 8, 2026, the Company announced dosing had been completed for all participants in the SLIM-1 trial of NPM-139 (semaglutide) implant and that topline data for the trial is anticipated to be available in November, 2026.