Vivani Medical Inc美股招股说明书(2026-01-27版)

PROSPECTUS SUPPLEMENT(to Prospectus dated May 3, 2024) 1,689,200Shares of Common Stock Vivani Medical, Inc. We are offering an aggregate of 1,689,200 shares of our common stock, par value $0.0001 per share, or the Common Stock, in a registered directoffering, or the offering, to certain institutional and accredited investors in a privately negotiated transaction pursuant to this prospectussupplement and the accompanying prospectus. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “VANI.” The last We are a smaller reporting company as defined under Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and, as such, aresubject to certain reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being a SmallerReporting Company” on page S-5of this prospectus supplement. Concurrently with this offering, we entered into a purchase agreement with an entity affiliated with Gregg Williams, one of our existing membersof the board of directors, in a separately negotiated transaction pursuant to which we intend to offer and sell, and Mr. Williams has agreed topurchase, 1,351,351 shares of our Common Stock at a price per share equal to the public offering price, subject to the consummation of thisoffering and the satisfaction of other customary closing conditions. The sale of our shares of Common Stock to Mr. Williams in the concurrent Investing in our securities involves a high degree of risks. See “Risk Factors” on page S-7of this prospectus supplement and under similarheadings in the other documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any We have retained ThinkEquity LLC to act as our exclusive placement agent, or the Placement Agent, in connection with this offering. ThePlacement Agent has agreed to use its reasonable best efforts to place the securities offered by this prospectus supplement. We have agreed to pay (1)See “Plan of Distribution” beginning on pageS-18of this prospectus supplement for additional information regarding the Placement Agent’scompensation. Delivery of securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or aboutJanuary 27, 2026, subject to the satisfaction of customary closing conditions. ThinkEquity Prospectus Supplement dated January 25, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementCautionary Statement Regarding Forward-Looking StatementsProspectus supplement summary PROSPECTUS About This ProspectusWhere You Can Find More InformationIncorporation of Certain Information by ReferenceSpecial Note Regarding Forward-Looking StatementsAbout the Company ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of CommonStock and also supplements and updates information contained in the accompanying prospectus and the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated May 3, 2024, included inour registration statement on Form S-3 (File No. 333- 278869), along with the documents incorporated by reference, which provides more general To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information containedin the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, orthe SEC, before the date of this prospectus supplement, on the other hand, you should rely on the information contained in this prospectussupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with the SEC. Under theshelf registration process, we may offer from time to time various securities, including our Common Stock. Such registration statement alsoincludes exhibits that provide more detail on the matters discussed in this prospectus supplement and the accompanying prospectus. You shouldread this prospectus supplement, the accompanying prospectus, including the information incorporated by reference, the exhibits filed with the We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. For investors outside theUnited States, we have not done anything that would permit this offering or possession or dis