Vivani Medical(US:VANI)2025-05-13 20:41Share Issuance - The Company will issue and sell a total of 2,912,621 shares of Common Stock at a Per Share Purchase Price of $1.03[17] - The Shares will be duly and validly issued, fully paid, and non-assessable upon delivery to the Purchaser at the Closing[33] - The aggregate Purchase Amount will be determined based on the number of Shares purchased at the specified price[24] - The Company has reserved a sufficient number of shares of Common Stock to enable the issuance of Shares pursuant to the Agreement[58] Purchase Process - The Purchaser will pay the total Purchase Amount via wire transfer or electronic funds transfer at each Closing[25] - The Closing Date for each transaction will occur no later than the second Business Day following the date specified[7] - The Company will have received immediately available funds in the full amount of the Purchase Amount for the Shares purchased at each Closing[68] Compliance and Regulatory Matters - The Shares will be issued in compliance with all applicable federal and state securities laws[33] - The Company has filed all required SEC Reports on a timely basis, complying with the Securities Act and the Exchange Act[35] - The Company must comply with all listing, reporting, filing, and other obligations under Nasdaq and SEC rules prior to each Closing[72] - The execution and performance of this Agreement will not conflict with any provision of the Company's organizational documents[32] Company Representations - The Company represents that all direct and indirect subsidiaries are owned free and clear of any Liens[29] - The Company possesses all necessary regulatory permits to conduct its business, with no pending proceedings for revocation[39] - The Company has good and marketable title to all material real and personal property, free of significant liens[40] - The Company has all necessary intellectual property rights for its business operations, with no known infringements[41] - The Company has made all required tax filings and paid all material taxes due[43] - There have been no material adverse events or liabilities incurred since the latest audited financial statements[36] - The Company has not declared or made any dividends or distributions to stockholders since the latest financial statements[36] - The Company is not an "investment company" under the Investment Company Act of 1940[42] Purchaser Information - The Purchaser is acquiring shares as an accredited investor, capable of evaluating the investment risks[48] - The Purchaser must bear the risk of owning the Shares for an indefinite period as they have not been registered under the Securities Act[59] - The Purchaser understands that the Shares will bear restrictive legends indicating they have not been registered under the Securities Act[62] - The Purchaser is purchasing the Shares for its own account and has conducted its own due diligence on the Company[53] - The Purchaser will not dispose of any Shares acquired during the Lockup Period without prior approval from the Company[65] Closing Details - The closing date for the first purchase is set for February 15, 2026, with a purchase price of $1,649,999.23 for 1,601,941 shares[93] - The closing date for the second purchase is set for March 15, 2026, with a purchase price of $1,350,000.40 for 1,310,680 shares[94] Market Conditions - No stop order or suspension of trading of the Common Stock has been imposed by Nasdaq or the SEC[33] - The Company will use best efforts to maintain the listing and trading of its Common Stock on Nasdaq[57] - There shall not have been any change or event that has had or would reasonably be expected to have a Material Adverse Effect on the Company since the Execution Date[73] - The Company will pay all Transfer Agent fees and taxes levied in connection with the delivery of any Shares to the Purchaser[76]