8-K
Vivani Medical, Inc. (VANI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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 28, 2024
VIVANI
MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36747 | 02-0692322 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 1350 S. Loop Road<br><br> <br>Alameda, California | 94502 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (415) 506-8462
(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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value<br> $0.0001 per share | VANI | The Nasdaq Capital Market |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
The 2024 Annual Meeting of Stockholders of Vivani Medical, Inc. (“Vivani” or the “Company”) was held on June 27, 2024 (the “Annual Meeting”). Holders of 35,232,561 of 54,978,465 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 of Directors of the Company (the “Board”) to serve until the 2025 Annual Meeting of Stockholders or until their successors have been duly elected and qualified, as set forth below:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Gregg<br> Williams | 24,143,432 | 190,883 | 10,898,246 |
| Aaron<br> Mendelsohn | 24,083,342 | 250,476 | 10,898,743 |
| Dean<br> Baker | 24,221,582 | 112,733 | 10,898,246 |
| Alexandra<br> Larson | 24,263,731 | 70,584 | 10,898,246 |
| Adam<br> Mendelsohn | 24,184,031 | 150,284 | 10,898,246 |
| Daniel<br> Bradbury | 24,057,281 | 276,537 | 10,898,743 |
Proposal 2: The stockholders ratified the appointment by the Audit Committee of the Board of BPM LLP as Vivani’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as set forth below:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 34,974,648 | 195,530 | 62,383 | 0 |
Proposal 3: The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth below:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 22,484,128 | 203,434 | 1,646,753 | 10,898,246 |
| Item 9.01 | Financial Statements and Exhibits. | ||
| --- | --- |
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive<br> Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| VIVANI MEDICAL, INC. | ||
|---|---|---|
| Date: June 28, 2024 | By: | /s/<br> Adam Mendelsohn |
| Name: | Adam<br> Mendelsohn | |
| Title: | Chief<br> Executive Officer |