Vivani Medical Inc美股招股说明书(2025-10-28版)

6,000,000 Shares of Common Stock Vivani Medical, Inc. We are offering an aggregate of6,000,000shares of our common stock, par value $0.0001 per share, or theCommon Stock, in aregistered direct offering, or the offering,to certain institutional and accredited investorsin a privately negotiated transaction pursuantto this prospectus supplement and the accompanying prospectus.Our common stock is listed on The Nasdaq Capital Market under thesymbol “VANI.” The last sale price as reported on The Nasdaq Capital Market on October 24, 2025, was $1.62 per share.Thepurchase price of the Common Stockis$1.62per share. We are a smaller reporting company as defined under Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and, assuch, are subject to certain reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications ofBeing a Smaller Reporting Company” on page S-5of this prospectus supplement. Concurrently with this offering, we entered into a purchase agreement withan entity affiliated with Gregg Williams,one of ourexistingmembers of the board of directors, in a separately negotiated transaction pursuant to which we intend to offer and sell, andMr.Williamshas agreed to purchase,3,703,703shares of our Common Stockat a price per share equal to the public offering price, subjectto the consummation of this offering and the satisfaction of other customary closing conditions. The sale of ourshares of CommonStocktoMr. Williamsin the concurrent private placement will not be registered as part of this offering, though it will be consummatedsimultaneously with, and subject to, the closing of this offering. This offering is not contingent upon the completion of the concurrentprivate placement. The sharesof Common Stockpurchased in the concurrent private placement will not be subject to any underwritingdiscounts or commissions. Investing in our securities involves a high degree of risks. See “Risk Factors” on page S-7of this prospectus supplement andunder similar headings in the other documents that are incorporated by reference in this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. We have retainedThinkEquityLLC to act as our exclusive placement agent, or thePlacement Agent, in connection with this offering.The Placement Agent has agreed to use its reasonable best efforts to place the securities offered by this prospectus supplement. Wehave agreed to pay the Placement Agent the fee set forth in the table below. (1)See “Plan of Distribution” beginning on pageS-18of this prospectus supplement for additional information regarding thePlacement Agent’s compensation. Delivery of securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be madeon or aboutOctober28, 2025, subject to the satisfaction of customary closing conditions. ThinkEquity Prospectus Supplement datedOctober26, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementCautionary Statement Regarding Forward-Looking StatementsProspectus Supplement SummaryRisk FactorsUse of ProceedsDividend PolicyCapitalizationDilutionCertain Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common StockPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference PROSPECTUS About This ProspectusWhere You Can Find More InformationIncorporation of Certain Information by ReferenceSpecial Note Regarding Forward-Looking StatementsAbout the CompanyRisk FactorsUse of ProceedsDividend PolicyGeneral Description of SecuritiesDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsDescription of UnitsPlan of DistributionLegal MattersExperts ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofCommon Stock and also supplements and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanyingprospectus datedMay 3, 2024, included in our registration statement on Form S-3 (File No. 333-278869), along with the documentsincorporated by reference, which provides more general information, some of which may not apply to this offering. Generally, whenwe refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the informationcontained in the accompanying prospectus or