Vivani Medical Inc — Current Report (Form 8-K)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2026

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (415) 506-8462

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Amended and Restated Vivani Medical, Inc. 2022 Omnibus Incentive Plan

On March 25, 2026, the board of directors (the “Board”), of Vivani Medical, Inc. (“Vivani”), adopted and approved, subject to stockholder approval, an amendment and restatement of the Vivani Medical, Inc. 2022 Omnibus Incentive Plan, (the “2022 Plan”, as so amended and restated, the “2022 Amended Plan”), all as described in Vivani’s definitive proxy statement (the “Proxy Statement”) for its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), as filed with the U.S. Securities and Exchange Commission on April 29, 2026.

The 2022 Amended Plan, which was approved by the Vivani’s stockholders at the Annual Meeting as described under Item 5.07 below, increases the number of shares of Vivani’s common stock reserved under the 2022 Amended Plan by 11,000,000 shares, from 10,033,333 to 21,033,333 shares. No other provisions of the 2022 Plan were amended in the 2022 Amended Plan.

A summary of the principal features of the 2022 Amended Plan is included in the Proxy Statement. The foregoing description is qualified in its entirety by reference to the full text of the 2022 Amended Plan, a copy of which is filed as exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 24, 2026. Holders of 62,071,530 of 86,235,104 shares of Vivani’s common stock were represented at the meeting in person or by proxy, constituting a quorum. The following are the voting results on each matter submitted to the stockholders of Vivani at the Annual Meeting.

Proposal 1: The stockholders elected each of the six director nominees to the Board to serve until Vivani’s 2027 annual meeting of stockholders or until their earlier death, resignation or removal, or until their successors have been duly elected and qualified, as set forth below:

Proposal 2: The stockholders approved, on a non-binding advisory basis, the compensation of Vivani’s named executive officers, as set forth below:

Proposal 3: The stockholders approved the adoption of the 2022 Amended Plan, as set forth below:

Proposal 4: The stockholders ratified the appointment of BPM LLP by the Audit Committee of the Board to serve as Vivani’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

Item 8.01. Other Events.

On June 25, 2026, Vivani announced that it received regulatory approval from Bellberry, a human research ethics committee in Australia to initiate SLIM-1™, a Phase 1 clinical trial of NPM-139, a semaglutide implant. A copy of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 # Indicates a management contract or any compensatory plan, contract or arrangement.

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 hereunto duly authorized.