ClearOne Inc. (NASDAQ:CLRO) experienced a sharp intraday rally Thursday, with its stock climbing 52.6% after the company disclosed a definitive merger agreement with Cortigent Inc., a subsidiary fully owned by Vivani Medical Inc. (NASDAQ:VANI).
Per the agreement, Cortigent will become a wholly owned subsidiary of ClearOne at closing. Vivani will be paid with 12,500,000 shares of ClearOne common stock as consideration for all issued and outstanding shares of Cortigent.
Ownership stakes in the combined entity have been outlined in the agreement. Vivani is expected to hold between 59.4% and 67.5% of the merged company after the transaction closes, while holders of ClearOne shares prior to the deal will own between 12.7% and 14.4%. As part of the corporate reorganization, ClearOne intends to change its name to Cortigent Holdings Inc. and plans for the company to list under the ticker symbol CRGT on the Nasdaq exchange.
Alongside the merger terms, ClearOne has agreed to file a registration statement on Form S-1 to raise additional capital concurrently with the closing. The company plans to seek between $10 million and $15 million in proceeds as part of that S-1 offering.
Cortigent focuses on implantable brain devices that aim to restore essential body functions through targeted neurostimulation. The business traces lineage to Second Sight Medical Products, which previously brought to market the Argus II - described in the agreement as the first and only medical device to obtain FDA approval to treat a rare form of blindness.
Cortigent's next-generation investigational offering, the Orion cortical stimulation system, has been developed to address blindness resulting from conditions that include glaucoma and diabetic retinopathy. The Orion system has been granted an FDA Breakthrough Device Designation and, according to the companies, completed a six-year early feasibility study in 2025.
The boards of directors of both Vivani and ClearOne voted unanimously to approve the transaction. The deal is anticipated to close in the third quarter of 2026, subject to customary closing conditions. These conditions explicitly include obtaining the necessary stockholder approvals and the successful closing of the planned financing.
Summary
ClearOne's announcement that it will acquire Cortigent from Vivani and rebrand as Cortigent Holdings Inc. prompted a more than 50% jump in its shares. Vivani will receive 12,500,000 ClearOne shares and emerge as the majority owner of the combined company, which plans to raise $10 million to $15 million at closing and trade under the CRGT ticker.
- Key points
- ClearOne stock rose 52.6% on the merger announcement, reflecting investor reaction to the proposed transaction and ownership changes.
- The combined company would give Vivani a majority stake (59.4% to 67.5%), with former ClearOne shareholders retaining 12.7% to 14.4%.
- Cortigent's Orion system carries FDA Breakthrough Device Designation and completed a six-year early feasibility study in 2025; Cortigent traces its roots to Second Sight Medical Products and the Argus II device.
- Risks and uncertainties
- The closing of the transaction is subject to customary conditions, including required stockholder approvals and completion of the planned financing, which introduces execution risk for the deal.
- The plan to file an S-1 and raise $10 million to $15 million concurrently with the closing is a financing contingency that must be satisfied for the transaction to proceed as outlined.
- Cortigent's Orion system is described as investigational; while it has Breakthrough Device Designation and a completed early feasibility study in 2025, its investigational status indicates further regulatory and development steps remain.