10. Shareholders' Equity

	Three months ended June 30,						Six months ended June 30,
	2026			2025			2026			2025
Preferred stock, common stock and additional paid-in capital
Balance, beginning of period	$	37,503		$	32,726		$	35,769		$	31,696
Return of dividend		—			—			6			—
Repurchase of warrants		—			—			(22	)		—
Issuance of common stock and warrants, net		—			—			1,750			1,000
Share-based compensation expense		—			21			—			44
Proceeds from employee stock purchase plan		—			(7	)		—			—
Balance, end of period	$	37,503		$	32,740		$	37,503		$	32,740

Accumulated other comprehensive loss
Balance, beginning of period	$	(341	)	$	(319	)	$	(340	)	$	(306	)
Foreign currency translation adjustment		1			(10	)		—			(23	)
Balance, end of period	$	(340	)	$	(329	)	$	(340	)	$	(329	)

Accumulated deficit
Balance, beginning of period	$	(36,630	)	$	(12,893	)	$	(36,143	)	$	(10,059	)
Net income (loss) – discontinued operations		5			(3,367	)		368			(5,387	)
Net loss – continuing operations		(919	)		(1,205	)		(1,769	)		(2,019	)
Balance, end of period	$	(37,544	)	$	(17,465	)	$	(37,544	)	$	(17,465	)

Total shareholders' equity	$	(381	)	$	14,946		$	(381	)	$	14,946

Issue of Common Stock

On February 26, 2025 the Company entered into a securities purchase agreement with Edward D. Bagley, pursuant to which the Company agreed to issue and sell, in a private placement at-the-market offering of 133,334 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $7.50 per share of common stock. The Company received $1,000 in cash in connection with the sale. Mr. Bagley is an affiliate of the Company and was the Company’s single largest stockholder.

Amendments to Certificate of Incorporation and Reverse Stock Split

At the special meeting of stockholders held on May 30, 2025, stockholders approved amendments to the Certificate of Incorporation to: (i) increase the authorized number of shares of common stock from 50,000,000 to 150,000,000; (ii) authorize 50,000,000 shares of "blank check" preferred stock; (iii) effect a reverse stock split at a ratio between 1-for-10 and 1-for-15, with the exact ratio to be determined by the Board of Directors; and (iv) eliminate the prohibition on stockholder action by written consent and to allow such actions. Following stockholder approval, on June 4, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation to effect these changes, including the selection of a 1-for-15 reverse stock split ratio, which became effective at 5:00 p.m. Eastern Time on June 9, 2025. The common stock began trading on a split-adjusted basis on the Nasdaq Capital Market on June 10, 2025, under the symbol "CLRO" and a new CUSIP number of 18506U203. The reverse stock split was primarily intended to increase the per share market price of the common stock in order to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. As a result of the reverse stock split, every 15 shares of issued and outstanding common stock were automatically combined into one share, with no fractional shares issued (any fractional interests were converted to one whole share). The reverse stock split did not change the par value of the common stock but reduced the number of issued and outstanding shares from approximately 26.0 million to approximately 1.7 million, with proportional adjustments to outstanding stock options, warrants, and shares reserved under equity incentive plans. All share and per-share amounts in these condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

For additional details, including the Certificate of Amendment, refer to the Company's Current Report on Form 8-K filed with the SEC on June 2, 2025, including the press release attached as Exhibit 99.1 and the Certificate of Amendment attached as Exhibit 3.1 thereto.

Preferred Stock Designations and Related Matters

On June 24, 2025, the Company filed Certificates of Designation with the State of Delaware authorizing up to 2,069,066 shares of Class A Redeemable Preferred Stock and 5,100 shares of Class B Convertible Preferred Stock. The Class A Redeemable Preferred Stock ranked senior to common stock and was mandatorily redeemable upon an Asset Sale. The Class B Convertible Preferred Stock ranked senior to common stock and to other equity, except the Class A Redeemable Preferred Stock, and carried dividend, voting (on an as-converted basis), and liquidation rights. The issuance, reclassification, redemption, and conversion of these securities during 2025 and 2026 are described below.

Additionally, effective June 20, 2025, the Board of Directors was expanded from four to five members, with Eric Boehnke and Youngsun Park (a/k/a Sunny Park), nominees of First Finance, appointed as directors to serve until the next annual meeting or until their successors are elected and qualified. Neither appointee has any material arrangements or family relationships with the Company requiring disclosure under Item 404(a) of Regulation S-K, and they receive standard director compensation.

On July 18, 2025, the Company issued 2,069,065 shares of Class A Redeemable Preferred Stock, par value $0.001 per share, as a one-time special stock dividend to holders of common stock and common stock equivalents of record as of July 11, 2025, consisting of one Class A share for each common share and common stock equivalent then outstanding. The Class A shares ranked senior to common stock and were mandatorily redeemable upon an Asset Sale for 100% of the net proceeds as defined in the Certificate of Designation, subject to a minimum of par value. Upon the closing of the Asset Sale on October 24, 2025, the redemption obligation became unconditional and the Class A Redeemable Preferred Stock was reclassified from temporary equity to a current liability in accordance with ASC 480-10-S99. On April 21, 2026, the Company redeemed all 2,069,065 outstanding shares at par value for aggregate consideration of $2, and all Class A shares were cancelled; holders received no distribution of Asset Sale proceeds. No shares of Class A Redeemable Preferred Stock were issued or outstanding as of June 30, 2026. See Note 3 — Capital Structure: Class A Redeemable Preferred Stock.

On July 21, 2025, the Company's $3,000 convertible note issued to First Finance on June 20, 2025, together with $26 of accrued interest, automatically converted into 3,026 shares of Class B Convertible Preferred Stock pursuant to its original terms, at a fixed conversion ratio of 166.44474 common shares per Class B share determined at issuance. Because the conversion option was indexed to, and settled in, the Company's own equity, it qualified for the own-equity scope exception under ASC 815-40; accordingly, no derivative liability was recorded and the full conversion amount was recognized in equity with no gain or loss. On November 24, 2025, First Finance converted all 3,026 shares of Class B Convertible Preferred Stock into 503,662 shares of common stock at the fixed conversion price of $6.008 per share. No shares of Class B Convertible Preferred Stock were issued or outstanding as of June 30, 2026 or December 31, 2025. See Note 4 — Notes Payable.

For additional details, refer to the Company's Current Report on Form 8-K filed with the SEC on June 25, 2025, including the Certificates of Designation attached as Exhibits 3.1 and 3.2, the Note Purchase Agreement attached as Exhibit 10.1, and the Convertible Note attached as Exhibit 10.2 thereto.

March 2, 2026 Private Placement

On March 2, 2026, the Company entered into a Securities Purchase Agreement with First Finance, the Company’s largest stockholder, pursuant to which the Company issued and sold 437,500 shares of common stock at a purchase price of $4.00 per share and a warrant to purchase up to 437,500 additional shares of common stock at an exercise price of $5.00 per share. The warrant has a two-year term expiring on March 2, 2028 and becomes exercisable on September 2, 2026. The warrant is classified in stockholders’ equity in accordance with ASC 815-40. The Company received gross proceeds of $1,750. The fair value of the warrants was determined using the Black-Scholes option pricing model. The Company allocated the proceeds between the common stock and the warrants based on their relative fair values. The portion of the proceeds allocated to the warrants, $618, was recorded in additional paid-in capital – warrants. The Company also entered into a Registration Rights Agreement with First Finance providing for the registration of the shares and warrant shares for resale. It is a condition to Vivani Medical, Inc.’s obligations to consummate the closing of the Merger Agreement for First Finance to have waived any right to receive value in respect of any warrants held by it or its affiliates. On August 4, 2026, all warrants issued pursuant to the Securities Purchase Agreement were cancelled. See Note 14 — Subsequent Events.

The issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder. The transaction was approved by the Board of Directors (with interested directors recusing themselves as appropriate).