Vivani Medical, Inc. (NASDAQ:VANI) ("Vivani"), a clinical-stage biopharmaceutical company developing miniature, ultra long-acting drug implants, announced today that it has entered into a definitive agreement and plan of merger (the "Agreement") among its wholly owned subsidiary Cortigent, Inc. ("Cortigent"), ClearOne, Inc. ("ClearOne"), a Nasdaq-listed company, and a wholly owned subsidiary of ClearOne ("MergerSub"), pursuant to which Cortigent will become a wholly owned subsidiary of ClearOne (the "Transaction") upon consummation.

In connection with the Transaction, ClearOne has agreed to file a registration statement on Form S-1 to raise a minimum of $10,000,000 and a maximum of $15,000,000 (the "Financing") concurrently with the closing of the Transaction (the "Closing").

"We are excited to announce the planned merger and financing of Cortigent, which represents the culmination of years of work to establish the neurostimulation technology acquired from Second Sight Medical Products as a separate publicly listed company," said Adam Mendelsohn, PhD, Vivani CEO. "We continue to have high confidence in our subsidiary's cutting-edge neurostimulation technology. In addition to providing meaningful funding for Cortigent to pursue development of its product portfolio, this transaction is expected to provide additional benefits, including: 1) reducing Vivani’s direct expenditures relating to Cortigent; 2) enabling our team to fully focus on advancing our portfolio of miniature, ultra long-acting drug implants; and 3) achieving Nasdaq-listing of Cortigent."

Cortigent CEO Jonathan Adams commented: "The planned financing will enable accelerated development of our innovative technology, including the Orion artificial vision device, which completed a successful Early Feasibility Study last year and a new device intended to speed recovery of arm and hand mobility following partial paralysis due to stroke."

The Transaction

As consideration for all of the issued and outstanding shares of common stock of Cortigent (the "Cortigent Common Stock"), Vivani will receive 12,500,000 shares (each, a "Consideration Share") of common stock of ClearOne. It is anticipated that Vivani will own 59.4% to 67.5% of the outstanding equity in the combined company (the "Combined Company") and the former shareholders of ClearOne will own 12.7% to 14.4% of the outstanding equity in the Combined Company. ClearOne will be renamed "Cortigent Holdings, Inc." (d/b/a Cortigent) and is expected to trade under Nasdaq ticker symbol "CRGT."

Upon Closing, the Combined Company will be majority-owned by Vivani and will operate independently under the oversight of the reconstituted board of directors.

The Transaction has been unanimously approved by the boards of directors of both Vivani and ClearOne and is expected to close in the third quarter of 2026, subject to customary closing conditions, including receipt of the required stockholder approvals, closing of the Financing, meeting the minimum net cash requirements set forth in the Agreement, and the continued listing of the Combined Company’s common stock on Nasdaq.