Vivani Medical, Inc.

Entry into a Material Definitive Agreement. Private Placement Vivani Medical, Inc. (the “Company”) entered into a Share Purchase Agreement, dated January 25 , 2

in its entirety, the Company has agreed to sell the Private Placement Shares to “accredited investors,” as that term is defined in the Securities Act, in relian

, shall not be incorporated by reference into any filing under the Securities Act, or any filing under the Exchange Act, whether made before or after the date h

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1* Opinion of Goodwin Procter LLP. 10.1* Share Purchase Agreement, dated as of Januar