Vivani Medical entered a definitive merger agreement to combine its subsidiary Cortigent with a ClearOne subsidiary, making Cortigent a wholly owned unit of ClearOne. Vivani will receive 12,500,000 ClearOne shares at closing. The deal requires a $10–$15 million ClearOne financing via an S-1 unit offering, Nasdaq listing approvals, and stockholder votes. The combined company is expected to have a five-member board, with four directors designated by Vivani and one by pre-closing ClearOne holders. Voting support and lock-up agreements are intended to secure approvals and support an orderly post-close market.
Agreement 1: Vivani Medical to Merge Cortigent Into ClearOne; Receives 12.5M Shares, Deal Needs $10–15M Financing
- Agreement type: Agreement and Plan of Merger
- Counterparty: ClearOne
- Signed / Effective: Jul 01 2026 / N/A
- Duration / Termination: N/A
- Reason: Combine Cortigent with ClearOne and create Nasdaq-listed neurotech company
Agreement 2: Vivani Medical and ClearOne Holders Enter Voting Support Agreements for Cortigent Merger
- Agreement type: Voting Support Agreements
- Counterparty: Certain ClearOne shareholders and Vivani Medical
- Signed / Effective: N/A / N/A
- Duration / Termination: Through specified approval and governance actions
- Reason: Secure stockholder approvals and post-close governance alignment
Agreement 3: Vivani Medical Agrees to Lock-Up on Consideration Shares Following Cortigent–ClearOne Merger
- Agreement type: Lock-Up Agreement on Consideration Shares
- Counterparty: ClearOne
- Signed / Effective: N/A / N/A
- Duration / Termination: 50% for 1 year; 50% for 2 years
- Reason: Support orderly market and align interests after merger
Original SEC Filing:
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