The Vivani Medical, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”) became effective on August 30, 2022. Under the 2022 Plan, 10,033,333 shares were authorized for issuance at its effective date. On March 25, 2026, the Company’s board of directors adopted and approved an amendment and restatement of the 2022 Plan (the “2022 Amended Plan”). The 2022 Amended Plan was approved by the Company’s stockholders at the Annual Meeting on June 24, 2026, increasing the maximum number of shares authorized for issuance under the 2022 Amended Plan to 21,033,333 shares. No other provisions of the 2022 Plan were amended in the 2022 Amended Plan. The maximum number of shares with respect to which stock awards could be granted is offset and reduced by stock awards previously granted under the 2022 Plan. As of June 30, 2026, 11,204,893 shares of common stock were available for future issuance under the 2022 Amended Plan pursuant to stock awards that had not previously been granted.

For stock option grants, the option price is determined by the Board of Directors, but cannot be less than the fair value of the shares at the grant date. Generally, the options vest ratably over four years and expire ten years from the grant date. The 2022 Amended Plan provides for accelerated vesting if there is a change of control, as defined in the 2022 Amended Plan.

A summary of stock option activity is presented below (in thousands, except per share and contractual life data).

					Weighted
			Weighted		Average
			Average		Remaining
			Exercise		Contractual
	Number of		Price		Life
	Shares		Per Share		(in Years)
Options outstanding as of December 31, 2025		8,366	$	2.23		6.09
Granted		429	$	1.20
Exercised		-		-
Forfeited or expired		(130)	$	2.07
Options outstanding, vested and expected to vest as of June 30, 2026		8,665	$	2.19		5.65
Options exercisable as of June 30, 2026		6,506	$	2.49		4.75

The estimated aggregate intrinsic value of stock options exercisable as of June 30, 2026 was less than $0.1 million.

A summary of restricted stock activity and related information (in thousands, except per share data):

	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2025		800	$	1.15
Granted		-		-
Vested and released		-		-
Forfeited or expired		-		-
Outstanding as of June 30, 2026		800	$	1.15

During the six months ended June 30, 2026 the Company did not grant any RSUs. During the six months ended 2025 the Company granted 292,500 RSUs. Outstanding RSU are subject to market conditions which required our closing stock price to exceed $3.15 per share for three consecutive days in the four years from grant date for the RSUs to vest. Upon achievement of the market condition, one-third of the award will vest, and thereafter, one-third of the award will vest on the first and second anniversary of the achievement date, subject to the recipient’s continued service through each applicable vesting date.

The following table summarizes total stock-based compensation expense for stock options and RSUs, which is included in the condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development, net	$	149	$	215	$	302	$	411
General and administrative, net		164		176		323		330
Total stock-based compensation expense	$	313	$	391	$	625	$	741

As of June 30, 2026, there was $1.8 million of total unrecognized stock-based compensation expense related to outstanding stock options that will be recognized over a weighted average period of 1.2 years. As of June 30, 2026, there was $0.1 million of total unrecognized stock-based compensation expense related to outstanding RSUs that will be recognized over a weighted average period of 1.3 years.

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2026 and 2025 were $0.95 and $0.89, respectively. The assumptions used in the Black-Scholes model for stock options are as follows:

	Six Months Ended June 30,
	2026	2025
Risk-free interest rate	3.76% to 4.35%	3.99% to 4.39%
Expected dividend yield	-%	-%
Expected volatility	100%	100%
Expected term	5.31 to 6.08 years	5.25 to 6.08 years