Vivani Medical, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


To the extent required by Item 5.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the "Introductory Note" above or in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.


Resignation of Directors 


Pursuant to the Merger Agreement, immediately prior to and effective upon the Merger, Jonathan Will McGuire and Matthew Pfeffer, resigned from the Board and any respective committees of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices.


Resignation of Officers


Pursuant to the Merger Agreement, immediately prior to and effective upon the Merger, Scott Dunbar, Company's Acting Chief Executive Officer and Edward Sedo, the Company's Acting Chief Accounting Officer, resigned as officers of the Company. Their resignation letters did not contain any statements describing disagreements with the Company related to its operations, policies, or practices, nor did any disagreements lead to their resignations. Messrs. Dunbar and Sedo did not terminate their contractual relationship with the Company other than the aforementioned resignations as officers of the Company.


Appointment of Officers 


As of the Effective Time, the Board appointed Adam Mendelsohn, as Chief Executive Officer of the Company, Brigid A. Makes, as Chief Financial Officer of the Company, Truc Le, as Chief Operating Officer of the Company, Donald Dwyer, as Chief Business Officer of the Company, and Lisa Porter, as Chief Medical Officer of the Company. Aaron Mendelsohn is Adam Mendelsohn's father.


The biographies of the aforementioned executive officers are included in the Prospectus in the section titled "Management Following the Merger" beginning on page 228 and are incorporated herein by reference. Information with respect to the compensation of the Company's named executive officers and directors is set forth in the Prospectus in the sections titled "Nano Executive Compensation" beginning on page 236 and "Nano Director Compensation" beginning on page 238 , and that information is incorporated herein by reference.


4


Election of New Directors 


On and as of the Effective Date, the Board appointed Adam Mendelsohn as a director of the Company.


On and as of the Effective Date, the Board appointed its members to join the Audit, Compensation, and Nominating and Corporate Governance Committee, as illustrated in the table below.


Name, Current Position and Occupation Year First Became Director Age Independent Audit Committee Compensation Committee Nominating and Governance Committee 

 Gregg Williams, Director, Chairman of the Board 2009 63 Yes ✓* ✓ ✓, Chairman 

 Aaron Mendelsohn, Director 1998 71 No 


Adam Mendelsohn

Director
 2022 41 No 

 Dean Baker, Director 2021 80 Yes ✓, Chairman* ✓, Chairman ✓ 

 Alexandra Larson, Director 2021 42 Yes ✓ ✓ ✓ 


*Audit Committee Financial Expert


The biographies of Adam Mendelsohn, Dr. Dean Baker, Gregg Williams, and Aaron Mendelsohn are included in the Prospectus in the section titled "Management Following the Merger" beginning on page 228 and are incorporated herein by reference.


Alexandra Larson, JD, MBA: Ms. Larson has been a director at the Company since 2021. Ms. Larson serves as Senior Vice President and General Counsel of Williams International, a privately-held designer and manufacturer of turbine engines in the aerospace and defense industry, since January 2019. Prior to Williams International, from 2013 to January 2019, Ms. Larson was Legal Director and Associate General Counsel at Amcor Rigid Packaging, a division of Amcor, the global NYSE-listed packaging company. Ms. Larson has also served as Corporate Counsel at Compuware Corporation, a formerly-publicly traded company focusing on mainframe software for large businesses, from 2012 to 2013, and Associate in the mergers & acquisitions practice of the global law firm Baker McKenzie, in its New York office, from 2008 to 2012. Ms. Larson has also held roles at the New York Stock Exchange, Enforcement Division, and the United States Department of Justice, Antitrust Division. Ms. Larson is a graduate of the University of Michigan Law School (Ann Arbor), Hamilton College in Clinton, New York, and the University of Tennessee, Knoxville Haslam College of Business's Aerospace & Defense MBA Program. The Board believes Ms. Larson is qualified to serve on the Board due to her legal experience and leadership skills.


Indemnification Agreement


On the Closing Date, the following officers and directors entered into the Company's standard form of indemnification agreement with the Company the description of which is hereby incorporated by reference to the Prospectus: Adam Mendelsohn, Don Dwyer, Brigid A. Makes, Truc Le, and Lisa Porter.