Vivani Medical has announced a definitive merger agreement that will see its subsidiary, Cortigent, Inc., combine with ClearOne, Inc. to form a new, publicly traded entity. The new company, Cortigent Holdings, Inc., will focus on brain-computer interface technology and is expected to trade on Nasdaq under the ticker "CRGT". This strategic transaction is coupled with a planned financing of up to $15 million to accelerate the development of its innovative neurostimulation devices.
Strategic Rationale and Financial Structure
The merger represents a strategic move for Vivani to unlock the value of its neurostimulation assets while sharpening its own focus. Vivani CEO Adam Mendelsohn stated the transaction establishes Cortigent as a separate public company, reducing Vivani's direct expenditures. This allows the parent company to concentrate fully on its portfolio of miniature, long-acting drug implants for chronic diseases.
Financially, the deal is structured to provide the new entity with significant growth capital through a concurrent financing of $10 million to $15 million. Upon completion, Vivani will hold a majority stake in the combined company, owning between 59.4% and 67.5% of the outstanding equity. Former ClearOne shareholders will retain a stake of approximately 12.7% to 14.4% in the newly formed Cortigent Holdings.
Accelerating Neurostimulation Innovation
Cortigent is at the forefront of developing advanced brain implant devices designed to restore critical bodily functions. Its flagship product is the Orion artificial vision system, which has already completed a successful Early Feasibility Study and earned an FDA Breakthrough Device Designation. The company is also applying its core technology to a new device aimed at improving arm and hand mobility for stroke survivors.
According to Cortigent CEO Jonathan Adams, the infusion of capital from the planned financing will be instrumental in advancing these programs. The funding will enable the accelerated development of its technology platform, moving promising devices like Orion closer to market. This progress holds significant potential for patients with profound blindness and those recovering from partial paralysis due to stroke.
Merger Details and Path Forward
Under the terms of the agreement, Cortigent will merge with a wholly owned subsidiary of ClearOne, which will then be renamed Cortigent Holdings, Inc. As consideration, Vivani will receive 12.5 million shares of the combined company's common stock. The new entity will operate independently under the leadership of a reconstituted board of directors.
The transaction has received unanimous approval from the boards of both Vivani and ClearOne and is projected to close in the third quarter of 2026. Completion is contingent upon several conditions, including stockholder approvals, the successful closing of the minimum $10 million financing, and continued listing on Nasdaq. ThinkEquity served as the sole financial advisor to Vivani for this transformative deal.
This merger and financing initiative effectively launches Cortigent Holdings as a dedicated, publicly traded player in the brain-computer interface space. The transaction provides the necessary resources and corporate structure for the company to advance its pioneering neurostimulation technologies for vision and stroke recovery. For Vivani, it marks a successful spin-off that allows for a singular focus on its own biopharmaceutical pipeline while retaining significant upside in Cortigent's future.