Subsequent Events	6 Months Ended
Jun. 30, 2026
Subsequent Events
Subsequent Events	14. Subsequent Events The Company has evaluated events and transactions occurring after June 30, 2026 through August 14, 2026, the date these condensed consolidated financial statements were available to be issued. Related Party Loan — Additional Advance As described in Note 4 — Notes Payable, on June 30, 2026 the Company entered into a Loan Agreement with First Finance, the Company's largest stockholder, providing for advances of up to $1,000 in the aggregate. The Company received the initial tranche of $500 on June 29, 2026, in anticipation of execution of the Loan Agreement on June 30, 2026, which is reflected as a note payable to a related party in the accompanying condensed consolidated balance sheet as of June 30, 2026. On July 16, 2026, the Company received two additional tranches of $250 each, totaling $500, and as of the date of this report the full $1,000 available under the Loan Agreement has been advanced. Amounts outstanding bear interest at 11% per annum and mature on the earlier of December 30, 2026 or such other date as the parties may mutually agree in writing. Agreement and Plan of Merger On July 1, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, CLRO Merger Sub, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), Cortigent, Inc. ("Cortigent"), and Vivani Medical, Inc. ("Vivani"), pursuant to which, subject to satisfaction or waiver of certain conditions, Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly owned subsidiary of the Company (the "Merger"). Following the Merger, the Company is expected to be renamed "Cortigent Holdings, Inc." and to trade on The Nasdaq Capital Market under the symbol "CRGT." As consideration for all issued and outstanding shares of Cortigent common stock, Vivani will receive 12,500,000 shares of the Company's common stock (the "Consideration Shares"). No fractional shares will be issued. Fifty percent of the Consideration Shares are subject to a one-year lock-up and the remaining fifty percent to a two-year lock-up following closing, together with registration rights as set forth in the Merger Agreement. Based on 2,675,412 shares of common stock outstanding, the Consideration Shares and up to 855,000 shares of the Company’s common stock issuable pursuant to agreements with the Company in connection with past advisory services provided to the Company and to be provided on an ongoing basis would represent approximately 82% of the Company's common stock on a pro forma basis, excluding any shares issued in the Financing described below. In connection with the Merger, the Company filed a registration statement on Form S-1 on August 10, 2026 for a best-efforts offering of a minimum of 2,857,142 units and a maximum of 4,285,714 units (“Units”) at $3.50 per Unit, to raise a minimum aggregate gross proceeds of $10,000 and maximum aggregate gross proceeds of $15,000 (the "Financing"). Each Unit is comprised of one share of the Company’s common stock and one warrant to purchase one share of common stock. The warrants will initially have an exercise price of $10.00 per share of common stock, will be exercisable immediately, and will expire six months from the date of issuance. The Company has also agreed to grant at closing up to 1,400,000 stock options to certain individuals affiliated with Cortigent, and will be subject to a 12-month equity issuance moratorium following closing, subject to certain permitted exceptions. At the effective time, the board of directors of the combined company will consist of five members, and the officers will be Jonathan Adams (President and Chief Executive Officer), Simon Brewer (Chief Financial Officer and Principal Accounting Officer), and Rachel Evans (Corporate Secretary). Stockholders collectively holding at least 50.1% of the Company's outstanding common stock have entered into voting support agreements, and Vivani has entered into a corresponding voting support agreement. Consummation of the Merger is subject to customary closing conditions, including (i) approval by the stockholders of the Company and of Vivani, (ii) completion of the Financing, (iii) the Company's continued listing on The Nasdaq Capital Market, (iv) effectiveness of the Form S-1, and (v) other customary conditions, including forgiveness of Cortigent's intercompany balance owed to Vivani immediately prior to the effective time. The Merger Agreement may be terminated by either party if the transaction has not been consummated within 180 days of July 1, 2026, subject to extension in certain circumstances, and contains a break-up fee provision. ThinkEquity LLC acted as sole financial advisor to the Company and is entitled to a fee of $1,875 upon closing. On July 2, 2026, the Company issued a press release announcing execution of the Merger Agreement. Because the former owner of Cortigent will obtain a majority voting interest in the combined company, the Merger is expected to be accounted for as a reverse recapitalization, with Cortigent treated as the accounting acquirer and the Company treated as the accounting acquiree, notwithstanding that the Company is the surviving legal registrant. No goodwill is expected to be recognized. The Merger has not closed as of the date these financial statements were available to be issued, and no assets, liabilities, results of operations, or equity of Cortigent are reflected in the accompanying condensed consolidated financial statements. Nasdaq Change of Control Determination On July 8, 2026, the Company received a letter from the Nasdaq Listing Qualifications Staff determining that the proposed transaction with Vivani constitutes a business combination resulting in a "Change of Control" under Nasdaq Listing Rule 5110(a). Staff's determination was based on the combined company's management, board composition, ownership and voting power resting with Vivani — specifically, that the Chief Executive Officer, Chief Financial Officer and four of five directors will be appointed by Vivani, and that Vivani will hold between approximately 59.4% and 67.5% of the combined company's shares and voting power. As a result, the post-transaction entity will be required to satisfy all of Nasdaq's initial listing criteria and to complete Nasdaq's initial listing process, including payment of all applicable fees, prior to consummation of the Merger. If the Merger is consummated and the post-transaction company fails to qualify for listing or to timely complete the initial listing process, Nasdaq Listing Qualifications Staff will issue a Staff Determination Letter, trading in the Company's securities will be suspended, and a Form 25-NSE will be filed to remove the Company's securities from listing and registration. The Company submitted an initial listing application on July 22, 2026. There can be no assurance that the post-transaction entity will satisfy Nasdaq's initial listing requirements. This determination is in addition to the continued listing deficiency described in Part II, Item 1A. On May 22, 2026, the Company submitted a compliance plan to Nasdaq. Stockholder Written Consent, 2026 Omnibus Incentive Plan, and Schedule 14C On July 17, 2026, the Company's Board of Directors adopted resolutions approving the Company's 2026 Omnibus Incentive Plan, which permits the grant of stock options, stock appreciation rights, restricted stock units, restricted stock awards, cash-based awards and dividend equivalent rights, and authorizing the preparation and filing of an information statement on Schedule 14C. On August 11, 2026, the Company filed a definitive information statement on Schedule 14C disclosing that holders representing approximately 61.3% of the Company's voting capital stock, together with the Board of Directors, approved by written consent in lieu of a meeting (i) the issuance of the Consideration Shares, which will represent more than 20% of the outstanding common stock and result in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b), and (ii) the adoption of the Company’s 2026 Omnibus Incentive Plan under Nasdaq Listing Rule 5635(c). Pursuant to Rule 14c-2 under the Exchange Act, these actions may not be effected until at least 20 calendar days after the information statement is mailed to stockholders. The stockholders did not approve the Merger itself, only the share issuance and the adoption of the plan. No awards had been granted under the 2026 Omnibus Incentive Plan as of date of this Form 10-Q was filed. Employment Agreement On July 31, 2026, the Company entered into an employment agreement with Simon Brewer (the “Employment Agreement”), the Chief Financial Officer of the Company, whereby the Company has retained Mr. Brewer as the Chief Financial Officer of the Company to be effective upon completion of the acquisition of Cortigent for an indefinite period, provided that either party may terminate the Employment Agreement upon providing the other party with 30 days’ prior written notice. Mr. Brewer is to be paid an annual base salary of $300,000 and is eligible for an annual discretionary performance bonus. The Company has agreed to grant to Mr. Brewer stock options to purchase up to 200,000 shares of common stock at an exercise price equal to the price of the financing to be completed in connection with the acquisition of Cortigent, which options will vest as to 25% on each anniversary of the Employment Agreement. Mr. Brewer is eligible to participate in any benefit plans offered by the Company. The Company may terminate the Employment Agreement with cause at any time by paying any unpaid salary and expenses/benefits. The Company may terminate the Employment Agreement without cause, or Mr. Brewer may resign for good reason (as defined in the Employment Agreement), on 30 days prior written notice, by paying any unpaid salary and expenses/benefits plus a severance payment of six months of the annual salary and continuing any COBRA benefits for such six month period. Mr. Brewer has agreed to not solicit employees or customers for a period of 12 months following any termination of the Employment Agreement and not to disparage the Company or its past or present officers, directors, managers, employees, products, services or business. Warrant Cancellation Agreement On August 4, 2026, the Company entered into a warrant cancellation agreement (the “Warrant Cancellation Agreement”) with First Finance, whereby the Company and First Finance agreed that warrants to purchase up to 437,500 shares of the Company’s common stock at an exercise price of $5.00 per share for a period of two years following issuance are cancelled and extinguished as of August 4, 2026. The Warrant Cancellation Agreement was entered into in connection with the Merger Agreement. Advisor Agreements On August 7, 2026, the Company entered into advisor agreements (the “Advisor Agreements”) with each of First Finance, Betelgeuse Capital Advisors Inc., Gang3 Capital Ltd. and JJK Holdings Ltd. (the “Advisors”) in connection with past advisory services provided to the Company and to be provided on an ongoing basis. As compensation for each of the Advisors’ services, the Company agreed to issue (i) 25,000 shares of its common stock, par value $0.001 to First Finance, (ii) 90,000 shares of its common stock to Betelgeuse Capital Advisors Inc., (iii) 140,000 shares of its common stock to Gang3 Capital Ltd. and (iv) 600,000 shares of its common stock to JJK Holdings Ltd. Each Advisor Agreement is effective as of June 1, 2026 and will continue until the earlier of (i) final completion of the services set out in each Advisor Agreement, or (ii) the Advisor providing ten business days’ prior written notice to the Company, which period may be waived in whole or in part at the Company’s sole discretion. The Advisor Agreements were entered into in connection with the Merger Agreement.

Subsequent Events

6 Months Ended

Jun. 30, 2026

14. Subsequent Events

The Company has evaluated events and transactions occurring after June 30, 2026 through August 14, 2026, the date these condensed consolidated financial statements were available to be issued.

Related Party Loan — Additional Advance

As described in Note 4 — Notes Payable, on June 30, 2026 the Company entered into a Loan Agreement with First Finance, the Company's largest stockholder, providing for advances of up to $1,000 in the aggregate. The Company received the initial tranche of $500 on June 29, 2026, in anticipation of execution of the Loan Agreement on June 30, 2026, which is reflected as a note payable to a related party in the accompanying condensed consolidated balance sheet as of June 30, 2026. On July 16, 2026, the Company received two additional tranches of $250 each, totaling $500, and as of the date of this report the full $1,000 available under the Loan Agreement has been advanced. Amounts outstanding bear interest at 11% per annum and mature on the earlier of December 30, 2026 or such other date as the parties may mutually agree in writing.

Agreement and Plan of Merger

On July 1, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, CLRO Merger Sub, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), Cortigent, Inc. ("Cortigent"), and Vivani Medical, Inc. ("Vivani"), pursuant to which, subject to satisfaction or waiver of certain conditions, Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly owned subsidiary of the Company (the "Merger"). Following the Merger, the Company is expected to be renamed "Cortigent Holdings, Inc." and to trade on The Nasdaq Capital Market under the symbol "CRGT."

As consideration for all issued and outstanding shares of Cortigent common stock, Vivani will receive 12,500,000 shares of the Company's common stock (the "Consideration Shares"). No fractional shares will be issued. Fifty percent of the Consideration Shares are subject to a one-year lock-up and the remaining fifty percent to a two-year lock-up following closing, together with registration rights as set forth in the Merger Agreement. Based on 2,675,412 shares of common stock outstanding, the Consideration Shares and up to 855,000 shares of the Company’s common stock issuable pursuant to agreements with the Company in connection with past advisory services provided to the Company and to be provided on an ongoing basis would represent approximately 82% of the Company's common stock on a pro forma basis, excluding any shares issued in the Financing described below.

In connection with the Merger, the Company filed a registration statement on Form S-1 on August 10, 2026 for a best-efforts offering of a minimum of 2,857,142 units and a maximum of 4,285,714 units (“Units”) at $3.50 per Unit, to raise a minimum aggregate gross proceeds of $10,000 and maximum aggregate gross proceeds of $15,000 (the "Financing"). Each Unit is comprised of one share of the Company’s common stock and one warrant to purchase one share of common stock. The warrants will initially have an exercise price of $10.00 per share of common stock, will be exercisable immediately, and will expire six months from the date of issuance. The Company has also agreed to grant at closing up to 1,400,000 stock options to certain individuals affiliated with Cortigent, and will be subject to a 12-month equity issuance moratorium following closing, subject to certain permitted exceptions.

At the effective time, the board of directors of the combined company will consist of five members, and the officers will be Jonathan Adams (President and Chief Executive Officer), Simon Brewer (Chief Financial Officer and Principal Accounting Officer), and Rachel Evans (Corporate Secretary). Stockholders collectively holding at least 50.1% of the Company's outstanding common stock have entered into voting support agreements, and Vivani has entered into a corresponding voting support agreement.

Consummation of the Merger is subject to customary closing conditions, including (i) approval by the stockholders of the Company and of Vivani, (ii) completion of the Financing, (iii) the Company's continued listing on The Nasdaq Capital Market, (iv) effectiveness of the Form S-1, and (v) other customary conditions, including forgiveness of Cortigent's intercompany balance owed to Vivani immediately prior to the effective time. The Merger Agreement may be terminated by either party if the transaction has not been consummated within 180 days of July 1, 2026, subject to extension in certain circumstances, and contains a break-up fee provision. ThinkEquity LLC acted as sole financial advisor to the Company and is entitled to a fee of $1,875 upon closing. On July 2, 2026, the Company issued a press release announcing execution of the Merger Agreement.

Because the former owner of Cortigent will obtain a majority voting interest in the combined company, the Merger is expected to be accounted for as a reverse recapitalization, with Cortigent treated as the accounting acquirer and the Company treated as the accounting acquiree, notwithstanding that the Company is the surviving legal registrant. No goodwill is expected to be recognized. The Merger has not closed as of the date these financial statements were available to be issued, and no assets, liabilities, results of operations, or equity of Cortigent are reflected in the accompanying condensed consolidated financial statements.

Nasdaq Change of Control Determination

On July 8, 2026, the Company received a letter from the Nasdaq Listing Qualifications Staff determining that the proposed transaction with Vivani constitutes a business combination resulting in a "Change of Control" under Nasdaq Listing Rule 5110(a). Staff's determination was based on the combined company's management, board composition, ownership and voting power resting with Vivani — specifically, that the Chief Executive Officer, Chief Financial Officer and four of five directors will be appointed by Vivani, and that Vivani will hold between approximately 59.4% and 67.5% of the combined company's shares and voting power. As a result, the post-transaction entity will be required to satisfy all of Nasdaq's initial listing criteria and to complete Nasdaq's initial listing process, including payment of all applicable fees, prior to consummation of the Merger. If the Merger is consummated and the post-transaction company fails to qualify for listing or to timely complete the initial listing process, Nasdaq Listing Qualifications Staff will issue a Staff Determination Letter, trading in the Company's securities will be suspended, and a Form 25-NSE will be filed to remove the Company's securities from listing and registration. The Company submitted an initial listing application on July 22, 2026. There can be no assurance that the post-transaction entity will satisfy Nasdaq's initial listing requirements.

This determination is in addition to the continued listing deficiency described in Part II, Item 1A. On May 22, 2026, the Company submitted a compliance plan to Nasdaq.

Stockholder Written Consent, 2026 Omnibus Incentive Plan, and Schedule 14C

On July 17, 2026, the Company's Board of Directors adopted resolutions approving the Company's 2026 Omnibus Incentive Plan, which permits the grant of stock options, stock appreciation rights, restricted stock units, restricted stock awards, cash-based awards and dividend equivalent rights, and authorizing the preparation and filing of an information statement on Schedule 14C.

On August 11, 2026, the Company filed a definitive information statement on Schedule 14C disclosing that holders representing approximately 61.3% of the Company's voting capital stock, together with the Board of Directors, approved by written consent in lieu of a meeting (i) the issuance of the Consideration Shares, which will represent more than 20% of the outstanding common stock and result in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b), and (ii) the adoption of the Company’s 2026 Omnibus Incentive Plan under Nasdaq Listing Rule 5635(c). Pursuant to Rule 14c-2 under the Exchange Act, these actions may not be effected until at least 20 calendar days after the information statement is mailed to stockholders. The stockholders did not approve the Merger itself, only the share issuance and the adoption of the plan. No awards had been granted under the 2026 Omnibus Incentive Plan as of date of this Form 10-Q was filed.

Employment Agreement

On July 31, 2026, the Company entered into an employment agreement with Simon Brewer (the “Employment Agreement”), the Chief Financial Officer of the Company, whereby the Company has retained Mr. Brewer as the Chief Financial Officer of the Company to be effective upon completion of the acquisition of Cortigent for an indefinite period, provided that either party may terminate the Employment Agreement upon providing the other party with 30 days’ prior written notice. Mr. Brewer is to be paid an annual base salary of $300,000 and is eligible for an annual discretionary performance bonus. The Company has agreed to grant to Mr. Brewer stock options to purchase up to 200,000 shares of common stock at an exercise price equal to the price of the financing to be completed in connection with the acquisition of Cortigent, which options will vest as to 25% on each anniversary of the Employment Agreement. Mr. Brewer is eligible to participate in any benefit plans offered by the Company. The Company may terminate the Employment Agreement with cause at any time by paying any unpaid salary and expenses/benefits. The Company may terminate the Employment Agreement without cause, or Mr. Brewer may resign for good reason (as defined in the Employment Agreement), on 30 days prior written notice, by paying any unpaid salary and expenses/benefits plus a severance payment of six months of the annual salary and continuing any COBRA benefits for such six month period. Mr. Brewer has agreed to not solicit employees or customers for a period of 12 months following any termination of the Employment Agreement and not to disparage the Company or its past or present officers, directors, managers, employees, products, services or business.

Warrant Cancellation Agreement

On August 4, 2026, the Company entered into a warrant cancellation agreement (the “Warrant Cancellation Agreement”) with First Finance, whereby the Company and First Finance agreed that warrants to purchase up to 437,500 shares of the Company’s common stock at an exercise price of $5.00 per share for a period of two years following issuance are cancelled and extinguished as of August 4, 2026. The Warrant Cancellation Agreement was entered into in connection with the Merger Agreement.

Advisor Agreements

On August 7, 2026, the Company entered into advisor agreements (the “Advisor Agreements”) with each of First Finance, Betelgeuse Capital Advisors Inc., Gang3 Capital Ltd. and JJK Holdings Ltd. (the “Advisors”) in connection with past advisory services provided to the Company and to be provided on an ongoing basis. As compensation for each of the Advisors’ services, the Company agreed to issue (i) 25,000 shares of its common stock, par value $0.001 to First Finance, (ii) 90,000 shares of its common stock to Betelgeuse Capital Advisors Inc., (iii) 140,000 shares of its common stock to Gang3 Capital Ltd. and (iv) 600,000 shares of its common stock to JJK Holdings Ltd. Each Advisor Agreement is effective as of June 1, 2026 and will continue until the earlier of (i) final completion of the services set out in each Advisor Agreement, or (ii) the Advisor providing ten business days’ prior written notice to the Company, which period may be waived in whole or in part at the Company’s sole discretion. The Advisor Agreements were entered into in connection with the Merger Agreement.