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    Vivani Medical Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/25/25 4:28:57 PM ET
    $VANI
    Biotechnology: Electromedical & Electrotherapeutic Apparatus
    Health Care
    Get the next $VANI alert in real time by email
    vani-20250624.htm
    false 0001266806 00012668062025-06-242025-06-24

     

    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 24, 2025

     

     

    Vivani Medical, Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

    Delaware

     

    001-36747

     

    02-0692322

    (State or Other Jurisdiction of

    Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    1350 S. Loop Road

    Alameda, California 94502

    (Address of principal executive offices, including zip code)

     

    (415) 506-8462

    (Telephone number, including area code, of agent for service)

    (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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement 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 $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 2025 Annual Meeting of Stockholders of Vivani Medical, Inc. (“Vivani” or the “Company”) was held on June 24, 2025 (the “Annual Meeting”). Holders of 37,097,099 of 59,243,903 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 2026 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 Williams

    24,759,124

    561,720

    11,776,254

    Aaron Mendelsohn

    24,814,324

    506,520

    11,776,254

    Dean Baker

    24,920,589

    400,255

    11,776,254

    Alexandra Popoff

    24,915,413

    405,431

    11,776,254

    Adam Mendelsohn

    24,913,524

    407,320

    11,776,254

    Daniel Bradbury

    24,950,672

    370,172

    11,776,254

     

    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, 2025, as set forth below:

     

    Votes For

    Votes Against

    Votes Abstained

    Broker Non-Votes

    36,538,077

    98,316

    460,706

    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

    23,052,944

    594,065

    1,673,835

    11,776,254

     



    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 thereunto duly authorized.

     

     

     

    VIVANI MEDICAL, INC.

     

     

     

    Date: June 25, 2025

    By:

    /s/ Donald Dwyer

     

    Name:

    Donald Dwyer

     

    Title:

    Chief Business Officer

     


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