ClearOne announced that it has entered into a definitive agreement and plan of merger with Vivani Medical and Cortigent, a wholly owned subsidiary of Vivani. Under the agreement, Cortigent will become a wholly owned subsidiary of ClearOne upon completion of the transaction.
In connection with the transaction, ClearOne agreed to file a registration statement on Form S-1 to raise a minimum of $10 million and a maximum of $15 million. The financing is expected to occur concurrently with the closing of the transaction.
Cortigent is developing brain implant devices designed to help patients recover critical body functions. The company’s precision neurostimulation technology platform uses neuroscience and proprietary microelectronics to create advanced medical devices.
Cortigent’s predecessor, Second Sight Medical Products, previously marketed Argus II, which was the first and only medical device to obtain FDA approval to treat a rare form of blindness. The device helped hundreds of profoundly blind patients achieve meaningful visual perception.
Cortigent’s next-generation investigational system, Orion, is a cortical stimulation system designed to treat blindness caused by common conditions including glaucoma and diabetic retinopathy. Orion has received FDA Breakthrough Device Designation and completed a six-year early feasibility study in 2025 with promising tolerability and clinical activity results.
Cortigent is also applying its core technology to improving recovery of arm and hand motion in patients with partial paralysis due to stroke. ClearOne said the transaction is intended to help advance Cortigent’s pipeline and mission of helping patients recover sight and motor function through precision neurostimulation.
As consideration for all issued and outstanding shares of Cortigent common stock, Vivani will receive 12.5 million shares of ClearOne common stock. Vivani is expected to own 59.4% to 67.5% of the combined company, while former ClearOne shareholders are expected to own 12.7% to 14.4%.
Upon closing, ClearOne will be renamed Cortigent Holdings and will do business as Cortigent. The combined company is expected to trade on Nasdaq under the ticker symbol CRGT.
After closing, the combined company will be majority-owned by Vivani and operate independently under a reconstituted board of directors. The transaction has been unanimously approved by the boards of both Vivani and ClearOne.
The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions. These include required stockholder approvals, completion of the financing, minimum net cash requirements, and continued listing of the combined company’s common stock on Nasdaq.
ThinkEquity acted as sole financial advisor to the transaction. ClearOne is a publicly listed company that recently divested its former conferencing, collaboration, and network streaming business.
KEY QUOTES:
“I am excited to announce this transaction. In my view, Cortigent’s mission, to help patients recover sight and motor function through precision neurostimulation, is compelling given both the technical outlook for their neurostimulation technology and the significant unmet market needs that this technology seeks to address. I am proud that our company emerged as the best path forward to enable the next steps in that mission. We anticipate that the planned financing will give the combined company a strong foundation to move its pipeline forward. This was a unanimous decision by our board of directors, and we believe this transaction represents an important step for our shareholders, for Cortigent’s team, and for the patients whose lives this technology has the potential to transform.”
Eric Robinson, Chairman of ClearOne’s Board of Directors
