ClearOne Shares Close at $5.57 With Cortigent Merger Conditions Outstanding

Key Facts

ClearOne shares closed at $5.57 on October 28, while its merger with Cortigent remains subject to financing and listing conditions. Vivani Medical, Cortigent’s parent, had said in a September 16 filing that it expected to price and close the deal during October 2026. But the two October ClearOne filings cited in the earlier report do not announce that the merger conditions have been met or that the deal has closed. The October 14 filing concerned a working-capital loan from First Finance, while the October 8 filing concerned a Nasdaq notice on listing requirements. Those filings therefore do not establish progress toward closing the deal or confirm that related risks have been removed.

Under the merger agreement, ClearOne will acquire Vivani subsidiary Cortigent, and Vivani will receive 12,500,000 ClearOne shares when the transaction becomes effective. The agreement’s terms indicate Vivani could own about 77.98% of the outstanding shares after the merger and before financing, making it the expected majority shareholder of the combined company. The deal marks a shift in ClearOne’s business. The company said its continuing operations were limited to meeting warranty and technical support obligations for legacy products, complying with public-company requirements, recovering receivables and prepaid assets, and exploring strategic alternatives. Cortigent develops precision neurostimulation systems intended to help patients regain vital functions, including sight and movement. ClearOne’s change in business is therefore tied to completion of the merger and the conditions governing it.

The deal requires raising total financing of between 10 million and 15 million dollars through a unit offering. The preliminary prospectus, filed on September 4, set the unit price at 3.50 dollars, with each unit comprising one common share and a warrant to purchase one share. The targeted offering size ranged from 2,857,143 to 4,285,714 units. These figures tie completion of the deal to ClearOne’s ability to close the financing within the specified range, alongside meeting the agreement’s minimum net cash requirement. Vivani also said the deal requires shareholder approvals and continued Nasdaq listing of the combined company’s shares. ClearOne’s disclosure of a 200 thousand dollar loan from First Finance did not say the loan was part of the merger financing; the proceeds were designated for general working capital.

ClearOne faces a separate regulatory process concerning its Nasdaq listing. In its October 8 filing, the company said Nasdaq had notified it of noncompliance on April 7, then gave it an estimated deadline of October 5 to regain compliance. ClearOne said trading in the stock would have been suspended at the market open on October 19 if it did not request a hearing on time. It said a hearing request automatically stays any suspension or delisting until the hearing takes place, and that the outcome also remains subject to any further extension granted by the panel after the hearing. Continued listing is an important condition for the merger, as Vivani included continued Nasdaq listing of the combined company’s shares among the closing conditions. In the offering prospectus, ClearOne reported a closing price of 5.13 dollars per share on September 3, while EL7 data recorded a close at 5.57 dollars on October 28; approved data do not include details of that day’s trading range.

The loan ClearOne disclosed on October 14 was for 200 thousand dollars, took effect on October 7, carries no interest and is designated for general working capital. It differs from the merger-related financing, which requires gross proceeds of at least 10 million dollars and no more than 15 million. Vivani’s previously announced October closing target was an expectation, while the merger agreement allows for termination if the deal is not completed by December 28, 2026, subject to specified extension rights under the agreement. Shareholder approvals, completion of the financing, meeting the minimum net cash requirement and continued listing remain outstanding conditions, according to Vivani’s disclosure. The available filings have not confirmed that those conditions have been met or that the merger has closed.