Vivani Medical (VANI) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-36747
Entity Registrant Name	Vivani Medical, Inc.
Entity Central Index Key	0001266806
Entity Tax Identification Number	02-0692322
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	5858 Horton Street
Entity Address, Address Line Two	Suite 280
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	415
Local Phone Number	506-8462
Title of 12(b) Security	Common Stock
Trading Symbol	VANI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,793,799

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 38,073	$ 45,076
Prepaid expenses and other current assets	2,611	2,452
Total current assets	40,684	47,528
Property and equipment, net	1,111	1,182
Right-of-use assets	1,148	779
Restricted cash	1,366	1,366
Deposits and other assets	271	275
Total assets	44,580	51,130
Current liabilities:
Accounts payable	746	1,177
Accrued expenses	2,114	2,358
Litigation accrual	1,675	1,675
Accrued compensation expense	415	657
Current operating lease liabilities	913	955
Total current liabilities	5,863	6,822
Long term operating lease liabilities	349
Total liabilities	6,212	6,822
Stockholders’ equity:
Preferred stock, no par value, 10,000 shares authorized; none outstanding
Common stock, no par value; 300,000 shares authorized; shares issued and outstanding: 50,789 as of March 31, 2023 and 50,736 as of December 31, 2022, respectively	109,050	109,050
Additional paid-in capital	8,378	8,009
Accumulated other comprehensive loss	44	35
Accumulated deficit	(79,104)	(72,786)
Total stockholders’ equity	38,368	44,308
Total liabilities and stockholders’ equity	$ 44,580	$ 51,130

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, no par value (in dollars per share)	$ 0	$ 0
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares outstanding	0	0
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	300,000	300,000
Common stock, shares outstanding	50,789	50,736
Common stock, shares issued	50,789	50,736

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development, net of grants	$ 3,955	$ 2,679
General and administrative, net of grants	2,646	1,228
Total operating expenses	6,601	3,907
Loss from operations	(6,601)	(3,907)
Other income (expense), net	283	(17)
Net loss	$ (6,318)	$ (3,924)
Net loss per common share – basic and diluted	$ (0.12)	$ (0.11)
Weighted average common shares outstanding – basic and diluted	50,755	36,806

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net loss	$ (6,318)	$ (3,924)
Other comprehensive loss:
Foreign currency translation adjustments	9
Comprehensive loss	$ (6,309)	$ (3,924)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 54,649	$ 6,713		$ (58,897)	$ 2,465
Beginning balance (in shares) at Dec. 31, 2021	36,803
Repurchase of common stock
Repurchase of common stock (in shares)	4
Options exercised	$ 1				1
Options exercised (in shares)	24
Stock-based compensation expense		340			340
Net loss				(3,924)	(3,924)
Foreign currency adjustment
Ending balance, value at Mar. 31, 2022	$ 54,650	7,053		(62,821)	(1,118)
Ending balance (in shares) at Mar. 31, 2022	36,831
Beginning balance, value at Dec. 31, 2022	$ 109,050	8,009	35	(72,786)	$ 44,308
Beginning balance (in shares) at Dec. 31, 2022	50,736				50,736
Options exercised
Options exercised (in shares)	53
Stock-based compensation expense		369			369
Net loss				(6,318)	(6,318)
Foreign currency adjustment			9		9
Ending balance, value at Mar. 31, 2023	$ 109,050	$ 8,378	$ 44	$ (79,104)	$ 38,368
Ending balance (in shares) at Mar. 31, 2023	50,789				50,789

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (6,318)	$ (3,924)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	108	83
Stock-based compensation	369	340
Non-cash lease expense	(62)	27
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(153)	(61)
Accounts payable	(429)	192
Accrued compensation expenses	(243)
Accrued expenses	(238)	167
Net cash used in operating activities	(6,966)	(3,176)
Cash flows from investing activities:
Purchases of property and equipment	(37)	(30)
Net cash used in investing activities	(37)	(30)
Cash flows from financing activities:
Proceeds from SAFE note		8,000
Net proceeds from sale of common stock and exercise of warrants		1
Net cash provided by financing activities		8,001
Effect of exchange rate changes on cash and cash equivalents
Cash, cash equivalents and restricted cash:
Net increase (decrease)	(7,003)	4,795
Balance at beginning of period	46,442	2,178
Balance at end of period	39,439	6,973
Non-cash investing and financing activities:
Establishment of operating right-of-use assets through operating lease obligations	$ 668

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	1. Organization and Business Operations Vivani Medical, Inc. (“Vivani,” the “Company,” “we,” “us,” “our” or similar terms) is a preclinical stage biopharmaceutical company which develops miniaturized, subdermal implants utilizing its proprietary NanoPortal™ technology to enable long-term, near constant-rate delivery of a broad range of medicines to treat chronic diseases. Vivani uses this platform technology to develop and potentially commercialize drug implant candidates, alone or in collaboration with pharmaceutical company partners to address a leading cause of poor clinical outcomes in the treatment of chronic disease, medication non-adherence. For example, approximately 50% of patients treated for type 2 diabetes are non-adherent to their medicines which can lead to poor clinical outcomes. We are developing a portfolio of miniature, sub-dermal drug implant candidates that, unlike most oral and injectable medicines, are designed with the goal of guaranteeing adherence by delivering therapeutic drug levels for up to 6 months or the life of the implant. In addition, by leveraging our proprietary NanoPortal implant technology we can design implants that deliver minimally fluctuating drug levels that may improve the tolerability profiles for certain medicines for which side effects are associated with fluctuating drug levels such as GLP-1 receptor agonists (GLP-1s). In February 2022, we announced the signing of a definitive merger agreement between Nano Precision Medical, Inc. (“NPM”) and Second Sight Medical Products, Inc. (“Second Sight”), pursuant to which NPM became a wholly-owned subsidiary of Second Sight. On August 30, 2022, the merger closed and the combined company of Nano Precision Medical (“NPM” and Second Sight Medical Products (“SSMP)” was renamed Vivani Medical, Inc, While the primary focus of Vivani is to develop and ultimately commercialize the drug implant business from legacy company NPM, Vivani’s new management team remains committed to identifying and exploring strategic options for the further advancement of the neuromodulation business of former legacy company Second Sight which includes development of its pioneering neurostimulation systems to help patients recover critical body functions. On December 28, 2022, the neuromodulation assets and certain of its liabilities were contributed to Cortigent, Inc. a newly formed wholly owned subsidiary of Vivani, in exchange for 20 million shares of common stock of Cortigent. In March 2023, Vivani announced the filing of a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) for the proposed initial public offering of Cortigent. Cortigent is expected to continue to be majority-owned by Vivani immediately following the initial public offering. Subject to completion of Cortigent’s initial public offering, Vivani intends to focus exclusively on further development of the drug implant business. Vivani plans to file an Investigational New Drug (IND) application with the US Food and Drug Administration to support a first in human (FIH) study with lead asset NPM-119 (GLP-1 implant). Following an acceptable IND submission, Vivani plans to initiate the FIH study, named LIBERATE-1, which is a Randomized, Phase 2, 12-week investigation of NPM-119 in patients with type 2 diabetes. The IND filing and the initiation of LIBERATE-1 remain on track to occur mid-2023. Agreement and Plan of Merger with Nano Precision Medical, Inc. On February 4, 2022, Second Sight Medical Products, Inc. (“Second Sight”) entered into an agreement and plan of merger (the “Merger Agreement”) with Nano Precision Medical, Inc. (“NPM”). The Merger was approved by the shareholders of Second Sight on July 27, 2022, and closed on August 30, 2022. Upon consummation of the Merger, NPM became a wholly-owned subsidiary of Second Sight. Concurrent with to the Merger, Second Sight changed its name to Vivani Medical, Inc. and changed its trading symbol from EYES to VANI, and trades under the ticker VANI on the NASDAQ market. Certain investors and members of the NPM board of directors are also investors and members of the board of directors of Second Sight. Under the terms and conditions of the Merger Agreement, the securities of NPM converted into the right to receive shares of Second Sight’s common stock representing 77.32 On February 4, 2022, in connection with the Merger, Second Sight and NPM also entered into a Simple Agreement for Future Equity (“SAFE”) whereby Second Sight provided to NPM an investment advance of $ 8 The Merger involved a change of control and was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, Second Sight was treated as the “acquired” company for financial reporting purposes with NPM as the acquirer. The assets acquired and liabilities assumed by NPM were recorded at fair value under Accounting Codification Standard (“ASC 805”), Business on August 30, 2022 (the “Acquisition Date”), NPM (a calendar year-end entity) was deemed to have acquired 100% of the outstanding common shares and voting interest of Second Sight, Medical, Inc The acquisition-date fair value of consideration transferred totaled $ 54.4 million 13,136 4.14 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): At August 30, 2022 Cash $ 55,374 Property and equipment 99 Prepaid expenses 1,657 Right of use assets 140 Other assets 56 Total identifiable assets acquired 57,326 Current liabilities (3,913 ) Right of use liabilities (151 ) Total liabilities assumed 4,064 Net identifiable assets acquired $ 53,262 The SAFE loan of $ 8.0 The following table summarizes the calculation of the gain on bargain purchase (in thousands): Total consideration $ 54,385 SAFE loan forgiven (8,000 ) Less net identifiable assets acquired (53,262 ) Gain on bargain purchase $ 6,877 Because NPM purchased 100 6.9 We recognized $ 0.7 Pro forma consolidated net loss as if Second Sight had been included in the consolidated results was $ 6.1 Liquidity From inception, our operations have been funded primarily through the sales of our common stock and warrants. The completion of our reverse merger with Second Sight Medical Products, Inc. provided $ 53.3 million 55.4 million Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no revenue that is developing novel medical devices, including limitations on our operating capital resources. We have incurred recurring operating losses and negative operating cash flows since inception, and we expect to continue to incur operating losses and negative operating cash flows for the foreseeable future. We estimate that currently available cash will provide sufficient funds to enable the Company to meet its planned obligations into the second half of 2024.

Basis of Presentation, Signific

Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements	2. Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position and our results of operations and cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended December 31, 2022, included within our Annual Report on Form 10-K filed with the SEC on March 31, 2023. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. Income taxes - interim periods In calculating the provision for interim income taxes, in accordance with ASC 740, Income Taxes Use of estimates The preparation of financial statements requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Some of the more significant estimates include the purchase price of net assets acquired in the Merger, useful lives of long-lived assets, the fair value of equity-based compensation and evaluation of going concern. Actual results could differ materially from those estimates. Net income/loss per share Basic net income/loss per share is computed using net income/loss from operations divided by the weighted-average number of shares of common stock outstanding during the period. Diluted net income/loss per share represents net income/loss from operations divided by the weighted- average number of common shares outstanding during the period, including all potentially dilutive common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of common stock for the period, to the extent their inclusion would be dilutive. The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as of March 31, 2023, and 2022 (in thousands): Schedule of net loss per share March 31, March 31, Shares underlying warrants outstanding 10,311 9,074 Shares underlying stock options outstanding 6,055 4,583 The shares underlying the SAFE obligation were issuable only if the Merger were to be terminated. These contingently issuable shares were excluded from the dilutive computation because conversion was not “probable” as defined in the accounting literature. However, if the evaluation met the probability threshold, the shares would be excluded from diluted EPS since their inclusion would have an anti-dilutive effect. Significant Accounting Policies Our significant accounting policies are set forth in our financial statements for the year ended December 31, 2022, included within our Annual Report on Form 10-K filed with the SEC on March 31, 2023. Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements.

Concentration of Risk

Concentration of Risk	3 Months Ended
	Mar. 31, 2023
Cash and Cash Equivalents [Abstract]
Concentration of Risk	3. Concentration of Risk Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of cash and money market funds. We maintain cash and money market funds with financial institutions that we deem reputable. Foreign Operations The accompanying condensed consolidated financial statements as of March 31, 2023, include gross assets amounting to $ 0.1

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. Fair Value Measurements The authoritative guidance with respect to fair value establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that we have the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. Cash equivalents, which includes money market funds, are the only financial instrument measured and recorded at fair value on our consolidated balance sheet, and they are valued using Level 1 inputs. Assets measured at fair value on a recurring basis are as follows (in thousands): Schedule of Money Market Funds at their Level within the Fair Value Hierarchy Total Level 1 Level 2 Level 3 March 31, 2023 (unaudited): Money market funds $ 36,527 $ 36,527 $ — $ — December 31, 2022: Money market funds $ 44,417 $ 44,417 $ — $ —

Selected Balance Sheet Detail

Selected Balance Sheet Detail	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Selected Balance Sheet Detail	5. Selected Balance Sheet Detail Property and equipment Property and equipment consisted of the following (in thousands): March 31, December 31, Equipment $ 3,557 $ 3,520 Furniture and fixtures 10 10 Software 51 51 Leasehold improvements 12 12 3,630 3,593 Accumulated depreciation and amortization (2,519 ) (2,411 ) Property and equipment, net $ 1,111 $ 1,182 Right-of-use assets and operating lease liabilities We lease certain office space and equipment for our use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or restrictive covenants. As most of our leases do not provide an implicit rate, we used our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. On February 1, 2023, we entered into a lease agreement, effective March 1, 2023 22,158 lease 14,823 square feet of office space at 27200 Tourney Road, Valencia, California 91355. The sub-lease has a term of two years and two months. We also entered into a lease for storage space on January 25, 2023, in the same building at a cost of $6,775 per month for a term of two years and one month. Schedule of right of use assets and operating lease liabilties Assets Classification March 31, December 31, Non-current assets Right-of-use assets $ 1,148 $ 779 Liabilities Current Current operating lease liabilities $ 913 $ 955 Long term Long term operating lease liabilities $ 349 $ — Schedule of lease liabilities For the three For the three Cash paid for operating lease liabilities in thousands: $ 377 $ 221 Rent expense, including common area maintenance charges, was $ 0.3 0.2

Equity Securities

Equity Securities	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Equity Securities	6. Equity Securities We are authorized to issue 300,000,000 50,788,799 10,000,000 none 13,136,362

Warrants

Warrants	3 Months Ended
	Mar. 31, 2023
Warrants
Warrants	7. Warrants NPM, prior to the Merger, issued common stock and warrants (collectively, the “unit” or “units”) in 2019, 2020 and 2021 for $ 3.15 7,746,855 5 3.15 Second Sight warrants of 7,691,063 2,563,688 35.24 7,680,938 2,560,313 A summary of warrant activity for the three months ended March 31, 2023 is presented below (in thousands, except per share and contractual life data). Summary of Warrant Activity Number of Weighted Weighted Warrants outstanding as of December 31, 2022 10,311 $ 11.13 2.31 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2023 10,311 $ 11.13 2.06 Warrants exercisable as of March 31, 2023 10,311 $ 11.13 2.06 The warrants outstanding as of March 31, 2023, had no

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2023
Retirement Benefits [Abstract]
Stock-Based Compensation	8. Stock-Based Compensation A summary of stock option activity for the three months ended March 31, 2023, is presented below (in thousands, except per share and contractual life data). Summary of Stock Option Activity Number of Weighted Weighted Options outstanding as of December 31, 2022 5,272 $ 3.07 7.15 Granted 993 $ 1.22 Exercised (91 ) $ 0.43 Forfeited or expired (119 ) $ 2.93 Options outstanding, vested and expected to vest as of March 31, 2023 6,055 $ 2.81 7.26 Options exercisable as of March 31, 2023 3,784 $ 3.30 6.16 The estimated aggregate intrinsic value of stock options exercisable as of March 31, 2023, was $ 0.2 million 2.9 1.4 During the quarter ended March 31, 2023, we granted stock options to purchase 993,333 ten years 0.90 four years 0.9 million 4.00 6.02 100 4.22 4.45 0 402,500 These RSUs had market conditions which required our stock price to exceed $3.15 per share for three consecutive days in the four years from grant date for the RSUs to vest. The following table summarizes restricted stock unit (“RSU”) activity for the three months ended March 31, 2023 (in thousands, except per share data): Summary of Restricted Stock Unit Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2022 — $ — Awarded 403 0.93 Vested and released — — Forfeited/canceled — — Outstanding as of March 31, 2023 403 $ 0.93 As of March 31, 2023, there was $ 0.4 3.1 Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2023, and 2022 was as follows (in thousands): Stock-based Compensation Expense Three Months Ended 2023 2022 Research and development $ 248 $ 190 General and administrative 121 150 Total $ 369 $ 340

Risk and Uncertainties

Risk and Uncertainties	3 Months Ended
	Mar. 31, 2023
Risk And Uncertainties
Risk and Uncertainties	9. Risk and Uncertainties We continue to monitor the ongoing COVID-19 global pandemic which has resulted in travel and other restrictions to reduce the spread of the disease. We presently are not experiencing any significant disruptions from the ongoing COVID-19 pandemic. All clinical and chemistry, manufacturing and control activities are currently active. The safety, health and well-being of all patients, medical staff and internal and external teams is the paramount and primary focus. As the pandemic and its resulting restrictions evolve in jurisdictions across the country, the potential exists for further disruptions to projected timelines. We are in close communication with clinical teams and key vendors and are prepared to take action should the pandemic worsen and impact the business in the future.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Clinical Trial Agreements Based upon FDA approval of Argus II, which was obtained in February 2013, we were required to collect follow-up data from subjects enrolled in our pre-approval trial for a period of up to ten years post-implant, which was extended through the year 2019. This requirement to collect follow-up data was halted in 2020 with FDA approval. In addition, we conducted three post-market studies to comply with U.S. FDA, French, and European post-market surveillance regulations and requirements and are conducting an early feasibility clinical study of Orion. We have contracted with various universities, hospitals, and medical practices to provide these services. Payments are based on procedures performed for each subject and are charged to clinical and regulatory expense as incurred. Total amounts charged to expense for the three months ended March 31, 2023 were $ 26,000 Lease Agreement Vivani entered into a triple net lease agreement for a single building with 43,645 square feet of space in Alameda, California on November 21, 2022. The stated term of the lease commences on June 1, 2023 and terminates on September 30, 2033, ten years and 4 months. Payments increase annually from $ 2,676,311 3,596,784 1.4 September 30, 2023 Litigation, Claims and Assessments Three oppositions filed by Pixium Vision SA (“Pixium”) are pending in the European Patent Office, each challenging the validity of a European patent owned by us. The outcomes of the challenges are not certain, however, if successful, they may affect our ability to block competitors from utilizing our patented technology. We do not believe a successful challenge will have a material effect on our ability to manufacture and sell our products, or otherwise have a material effect on our operations. As described in the Company’s 10-K for the year ended December 31, 2020, the Company had entered into a Memorandum of Understanding (“MOU”) for a proposed business combination with Pixium. In response to a press release by Pixium dated March 24, 2021, and subsequent communications between us and Pixium, our Board of Directors determined that the business combination with Pixium was not in the best interest of our shareholders. On April 1, 2021, we gave notice to Pixium that we were terminating the MOU between the parties and seeking an amicable resolution of termination amounts that may be due, however no assurance can be given that an amicable resolution will be reached. We accrued $ 1,000,000 Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $ 1,000,000 5.6 On December 9, 2022, the Company received notice that the Paris Commercial Court has rendered its judgement, including finding that the Company’s termination of the MOU was not valid. In the judgement, the Company was ordered to pay to Pixium the amount of €2,500,000 minus a €947,780 credit for the $1,000,000 already paid for, a net amount payable of approximately €1,552,220. The Company may appeal the decision within three months from the date of service which was February 28, 2023. The Company recorded a charge of $1,675,000 for the year ended December 31, 2022, related to this matter but plans to raise any and all legal challenges to this preliminary judgement We are party to litigation arising in the ordinary course of business. It is our opinion that the outcome of such matters will not have a material effect on our results of operations, however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Basis of Presentation, Signif_2

Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position and our results of operations and cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended December 31, 2022, included within our Annual Report on Form 10-K filed with the SEC on March 31, 2023. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.
Income taxes - interim periods	Income taxes - interim periods In calculating the provision for interim income taxes, in accordance with ASC 740, Income Taxes
Use of estimates	Use of estimates The preparation of financial statements requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Some of the more significant estimates include the purchase price of net assets acquired in the Merger, useful lives of long-lived assets, the fair value of equity-based compensation and evaluation of going concern. Actual results could differ materially from those estimates.
Net income/loss per share	Net income/loss per share Basic net income/loss per share is computed using net income/loss from operations divided by the weighted-average number of shares of common stock outstanding during the period. Diluted net income/loss per share represents net income/loss from operations divided by the weighted- average number of common shares outstanding during the period, including all potentially dilutive common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of common stock for the period, to the extent their inclusion would be dilutive. The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as of March 31, 2023, and 2022 (in thousands): Schedule of net loss per share March 31, March 31, Shares underlying warrants outstanding 10,311 9,074 Shares underlying stock options outstanding 6,055 4,583 The shares underlying the SAFE obligation were issuable only if the Merger were to be terminated. These contingently issuable shares were excluded from the dilutive computation because conversion was not “probable” as defined in the accounting literature. However, if the evaluation met the probability threshold, the shares would be excluded from diluted EPS since their inclusion would have an anti-dilutive effect.
Significant Accounting Policies	Significant Accounting Policies Our significant accounting policies are set forth in our financial statements for the year ended December 31, 2022, included within our Annual Report on Form 10-K filed with the SEC on March 31, 2023.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements.

Organization and Business Ope_2

Organization and Business Operations (Tables)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):	The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): At August 30, 2022 Cash $ 55,374 Property and equipment 99 Prepaid expenses 1,657 Right of use assets 140 Other assets 56 Total identifiable assets acquired 57,326 Current liabilities (3,913 ) Right of use liabilities (151 ) Total liabilities assumed 4,064 Net identifiable assets acquired $ 53,262
The following table summarizes the calculation of the gain on bargain purchase (in thousands):	The following table summarizes the calculation of the gain on bargain purchase (in thousands): Total consideration $ 54,385 SAFE loan forgiven (8,000 ) Less net identifiable assets acquired (53,262 ) Gain on bargain purchase $ 6,877

Basis of Presentation, Signif_3

Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of net loss per share	The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as of March 31, 2023, and 2022 (in thousands): Schedule of net loss per share March 31, March 31, Shares underlying warrants outstanding 10,311 9,074 Shares underlying stock options outstanding 6,055 4,583

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Money Market Funds at their Level within the Fair Value Hierarchy	Assets measured at fair value on a recurring basis are as follows (in thousands): Schedule of Money Market Funds at their Level within the Fair Value Hierarchy Total Level 1 Level 2 Level 3 March 31, 2023 (unaudited): Money market funds $ 36,527 $ 36,527 $ — $ — December 31, 2022: Money market funds $ 44,417 $ 44,417 $ — $ —

Selected Balance Sheet Detail (

Selected Balance Sheet Detail (Tables)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Property and equipment consisted of the following (in thousands):	Property and equipment consisted of the following (in thousands): March 31, December 31, Equipment $ 3,557 $ 3,520 Furniture and fixtures 10 10 Software 51 51 Leasehold improvements 12 12 3,630 3,593 Accumulated depreciation and amortization (2,519 ) (2,411 ) Property and equipment, net $ 1,111 $ 1,182
Schedule of right of use assets and operating lease liabilties	Schedule of right of use assets and operating lease liabilties Assets Classification March 31, December 31, Non-current assets Right-of-use assets $ 1,148 $ 779 Liabilities Current Current operating lease liabilities $ 913 $ 955 Long term Long term operating lease liabilities $ 349 $ —
Schedule of lease liabilities	Schedule of lease liabilities For the three For the three Cash paid for operating lease liabilities in thousands: $ 377 $ 221

Warrants (Tables)

Warrants (Tables)	3 Months Ended
	Mar. 31, 2023
Warrants
Summary of Warrant Activity	A summary of warrant activity for the three months ended March 31, 2023 is presented below (in thousands, except per share and contractual life data). Summary of Warrant Activity Number of Weighted Weighted Warrants outstanding as of December 31, 2022 10,311 $ 11.13 2.31 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2023 10,311 $ 11.13 2.06 Warrants exercisable as of March 31, 2023 10,311 $ 11.13 2.06

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Retirement Benefits [Abstract]
Summary of Stock Option Activity	A summary of stock option activity for the three months ended March 31, 2023, is presented below (in thousands, except per share and contractual life data). Summary of Stock Option Activity Number of Weighted Weighted Options outstanding as of December 31, 2022 5,272 $ 3.07 7.15 Granted 993 $ 1.22 Exercised (91 ) $ 0.43 Forfeited or expired (119 ) $ 2.93 Options outstanding, vested and expected to vest as of March 31, 2023 6,055 $ 2.81 7.26 Options exercisable as of March 31, 2023 3,784 $ 3.30 6.16
Summary of Restricted Stock Unit	The following table summarizes restricted stock unit (“RSU”) activity for the three months ended March 31, 2023 (in thousands, except per share data): Summary of Restricted Stock Unit Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2022 — $ — Awarded 403 0.93 Vested and released — — Forfeited/canceled — — Outstanding as of March 31, 2023 403 $ 0.93
Stock-based Compensation Expense	Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2023, and 2022 was as follows (in thousands): Stock-based Compensation Expense Three Months Ended 2023 2022 Research and development $ 248 $ 190 General and administrative 121 150 Total $ 369 $ 340

The following table summarizes

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): (Details) $ in Thousands	Aug. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 55,374
Property and equipment	99
Prepaid expenses	1,657
Right of use assets	140
Other assets	56
Total identifiable assets acquired	57,326
Current liabilities	(3,913)
Right of use liabilities	(151)
Total liabilities assumed	4,064
Net identifiable assets acquired	$ 53,262

The following table summarize_2

The following table summarizes the calculation of the gain on bargain purchase (in thousands): (Details) $ in Thousands	Aug. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Total consideration	$ 54,385
SAFE loan forgiven	(8,000)
Less net identifiable assets acquired	(53,262)
Gain on bargain purchase	$ 6,877

Organization and Business Ope_3

Organization and Business Operations (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
	Aug. 30, 2022	Mar. 31, 2023	Dec. 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Purchase consideration		$ 8,000,000
Common stock, voting rights	on August 30, 2022 (the “Acquisition Date”), NPM (a calendar year-end entity) was deemed to have acquired 100% of the outstanding common shares and voting interest of Second Sight, Medical, Inc
Common stock issued	13,136	50,789	50,736
Common stock, par or stated value per share	$ 4.14
Assets, fair value adjustment	$ 8,000,000
Fair value of identifiable assets acquired and liabilities			100%
Gain of other income expenses			$ 6,900,000
Business combination, acquisition related costs			$ 700,000
Net Assets		$ 53,300,000
Cash Available for Distributions		55,400,000
Pro Forma [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Business combination, pro forma		$ 6,100,000
Series of Individually Immaterial Business Acquisitions [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Fair value of the consideration transferred	$ 54,400,000
Second Sight Switzerland Sarl [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership interest (in percentage)		77.32%

Schedule of net loss per share

Schedule of net loss per share (Details) - shares shares in Thousands	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Shares underlying warrants outstanding	10,311	9,074
Shares underlying stock options outstanding	6,055	4,583

Concentration of Risk (Details

Concentration of Risk (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Assets	$ 44,580,000	$ 51,130,000
Eyes Second Sight Switzerland Sarl [Member]
Assets	$ 100,000

Schedule of Money Market Funds

Schedule of Money Market Funds at their Level within the Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	$ 36,527	$ 44,417
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	36,527	44,417
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds

Property and equipment consiste

Property and equipment consisted of the following (in thousands): (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,630	$ 3,593
Accumulated depreciation and amortization	(2,519)	(2,411)
Property and equipment, net	1,111	1,182
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,557	3,520
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	10	10
Computer Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	51	51
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 12	$ 12

Schedule of right of use assets

Schedule of right of use assets and operating lease liabilties (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Right-of-use assets	$ 1,148	$ 779
Current operating lease liabilities	913	955
Liabilities, other than long-term debt, noncurrent	$ 349

Schedule of lease liabilities (

Schedule of lease liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash paid for operating lease liabilities in thousands:	$ 377	$ 221

Selected Balance Sheet Detail_2

Selected Balance Sheet Detail (Details Narrative) - USD ($)		3 Months Ended
	Feb. 01, 2023	Mar. 31, 2023	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Description of lease	lease 14,823 square feet of office space at 27200 Tourney Road, Valencia, California 91355.
Description of sub lease terms	The sub-lease has a term of two years and two months. We also entered into a lease for storage space on January 25, 2023, in the same building at a cost of $6,775 per month for a term of two years and one month.
Rent expense manintenance charges		$ 300,000	$ 200,000
Lessor [Member]
Lessee, Lease, Description [Line Items]
Termination date of the lease	Mar. 01, 2023
Non-cash lease expense	$ 22,158

Equity Securities (Details Narr

Equity Securities (Details Narrative) - shares	Mar. 31, 2023	Dec. 31, 2022	Aug. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	300,000	300,000
Common stock, shares issued	50,789	50,736	13,136
Preferred stock, shares authorized	10,000	10,000
Stock issued during period shares merger acquisitions			13,136,362
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	300,000,000
Common stock, shares issued	50,788,799
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued	0

Summary of Warrant Activity (De

Summary of Warrant Activity (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Outstanding at beginning	10,311,000
Outstanding at beginning | $ / shares	$ 11.13
Outstanding at beginning (in years)	2 years 3 months 22 days
Issued
Exercised
Forfeited or expired
Outstanding at ending	10,311,000
Outstanding at ending | $ / shares	$ 11.13
Outstanding at ending (in years)	2 years 22 days
Exercisable at ending	10,311,000
Exercisable at ending	11.13
Exercisable at ending (in years)	2 years 22 days

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Second Sight Warrant Member
Subsidiary, Sale of Stock [Line Items]
Outstanding warrants	7,691,063
Number of warrants convertible	2,563,688
Weighted average exercise price	$ 35.24
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Outstanding warrants	10,311,000	10,311,000
Exercise price per share	$ 11.13	$ 11.13
Number of warrants convertible	2,560,313
Outstanding warrants	7,680,938
Intrinsic value	$ 0
Right Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Share price (in dollars per share)			$ 3.15	$ 3.15	$ 3.15
Outstanding warrants	7,746,855
Term of warrants	5 years
Exercise price per share	$ 3.15

Summary of Stock Option Activit

Summary of Stock Option Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding at beginning (in years)	4 years
Options exercisable period (in years)	10 years
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding at beginning, number of shares (in shares) | shares	5,272
Options outstanding at beginning, weighted average exercise price (in dollars per share) | $ / shares	$ 3.07
Options outstanding at beginning (in years)	7 years 1 month 24 days
Granted | shares	993
Granted, weighted average exercise price (in dollars per share) | $ / shares	$ 1.22
Exercised | shares	(91)
Exercised, weighted average exercise price (in dollars per share) | $ / shares	$ 0.43
Forfeited or expired | shares	(119)
Forfeited or expired, weighted average exercise price (in dollars per share) | $ / shares	$ 2.93
Options outstanding at ending, number of shares (in shares) | shares	6,055
Options outstanding at ending, vested and expected to vest (in dollars per share) | $ / shares	$ 2.81
Options outstanding at ending, vested and expected to vest (in years)	7 years 3 months 4 days
Options exercisable, number of shares (in shares) | shares	3,784
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares	$ 3.30
Options exercisable period (in years)	6 years 1 month 27 days

Summary of Restricted Stock Uni

Summary of Restricted Stock Unit (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding at beginning, number of shares (in shares) | shares
Outstanding at beginning, weighted average grant date fair value (in dollars per share) | $ / shares
Awarded | shares	403
Awarded | $ / shares	$ 0.93
Vested and released | shares
Vested and released | $ / shares
Forfeited/canceled | shares
Forfeited/canceled | $ / shares
Outstanding at ending, number of shares (in shares) | shares	403
Outstanding at ending, weighted average grant date fair value (in dollars per share) | $ / shares	$ 0.93

Stock-based Compensation Expens

Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Allocated share-based compensation expense	$ 369	$ 340
Research and Development Expense [Member]
Allocated share-based compensation expense	248	190
General and Administrative Expense [Member]
Allocated share-based compensation expense	$ 121	$ 150

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Defined Benefit Plan Disclosure [Line Items]
Stock options exercisable	$ 200,000
Unrecognized compensation cost	$ 2,900,000
Weighted average period (in years)	1 year 4 months 24 days
Number of shares that may be issued | shares	993,333
Options exercisable period (in years)	10 years
Options exercisable (in dollars per share) | shares	0.90
Vest period (in years)	4 years
Restricted Stock Units (RSUs) [Member]
Defined Benefit Plan Disclosure [Line Items]
Unrecognized compensation cost	$ 400,000
Weighted average period (in years)	3 years 1 month 6 days
Share based compensation granted | shares	402,500
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Description of share-based payment arrangement	These RSUs had market conditions which required our stock price to exceed $3.15 per share for three consecutive days in the four years from grant date for the RSUs to vest.
Valuation Technique, Option Pricing Model [Member]
Defined Benefit Plan Disclosure [Line Items]
Amount of pricing model option	$ 900,000
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Option Volatility [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected volatility	100%
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Dividend Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected dividend	0%
Valuation Technique, Option Pricing Model [Member] | Minimum [Member] | Measurement Input, Expected Term [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected term (in years)	4 years
Valuation Technique, Option Pricing Model [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Risk free interest rate	4.22%
Valuation Technique, Option Pricing Model [Member] | Maximum [Member] | Measurement Input, Expected Term [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected term (in years)	6 years 29 days
Valuation Technique, Option Pricing Model [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Risk free interest rate	4.45%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		2 Months Ended	3 Months Ended
	May 19, 2021	Sep. 12, 2022	Mar. 31, 2023	Mar. 31, 2021
Loss Contingencies [Line Items]
Clinical and regulatory expense			$ 26,000
Liquidated damage				$ 1,000,000
Description of contract termination and claims			Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $1,000,000 payment. On May 19, 2021, Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000.
Loss contingency, damages paid, value	$ 1,000,000
Demanded damages, value	$ 5,600,000
Description of legal settlement		On December 9, 2022, the Company received notice that the Paris Commercial Court has rendered its judgement, including finding that the Company’s termination of the MOU was not valid. In the judgement, the Company was ordered to pay to Pixium the amount of €2,500,000 minus a €947,780 credit for the $1,000,000 already paid for, a net amount payable of approximately €1,552,220. The Company may appeal the decision within three months from the date of service which was February 28, 2023. The Company recorded a charge of $1,675,000 for the year ended December 31, 2022, related to this matter but plans to raise any and all legal challenges to this preliminary judgement
Minimum [Member]
Loss Contingencies [Line Items]
Payments increase annually			$ 2,676,311
Maximum [Member]
Loss Contingencies [Line Items]
Payments increase annually			$ 3,596,784
Lease Agreement [Member]
Loss Contingencies [Line Items]
Description of lease terminate			net lease agreement for a single building with 43,645 square feet of space in Alameda, California on November 21, 2022. The stated term of the lease commences on June 1, 2023 and terminates on September 30, 2033, ten years and 4 months. Payments increase annually from $2,676,311 to $3,596,784, or 124 payments less the first four which are abated, totaling approximately $31 million. Vivani will be responsible for insurance, property taxes and CAM charges. Vivani was required to deposit $1.4 million to guarantee a letter of credit to secure the lease and this amount is included in long-term assets on the balance sheet at March 31, 2023. The current lease expires on September 30, 2023.
Lines of credit			$ 1,400,000
Lease expires date			Sep. 30, 2023