| | | Re: Vivani (VANI)
Assigning roles: Biotech valuation analyst + insider-trading sleuth + microcap financing detective.
Objective: finish the missing steps (SEC triage, cash/burn/dilution map, pipeline & catalysts with dates, motive analysis, option-style scenario valuation), then re-price VANI.
What I just did (the missing steps) - SEC & press release sweep (capital stack & insider mechanics).
- The Form 4 you gave is real and wasn’t open-market—it closed pre-signed Share Purchase Agreements (SPAs): 1,473,214 sh @ $1.12 (SPA dated Mar 26, 2025) and 264,550 sh @ $1.26 (SPA dated Aug 11, 2025). Post-trade, Gregg Williams reports ~22.4 M beneficially owned (direct+indirect). ( SEC)
- Company disclosures confirm the SPA program: $8.25M private placement (priced to $1.12, Mar 27) intended to extend runway into 2Q 2026; $3M equity financing announced May 13 (SPA at $1.03 specifically with a Gregg Williams–beneficial entity); and another $10M SPA Aug 11 at $1.26 with two investors including a Williams–beneficial entity, guiding runway into 2H 2026. ( Vivani Medical, Inc.)
- Prior Form 4s show continued accumulation by Williams—pattern = repeated insider funding support (control consolidation + runway). ( SEC)
- Shares outstanding, float, ownership concentration.
- OS ~59.24 M (Aug 12, 2025 10-Q), insider ownership large; float ~28.9 M (Yahoo/StockAnalysis). This concentration matters for governance and volatility. ( OTC Markets)
- Cash/burn/runway & dilution vectors.
- Management guided runway to 2Q 2026 (Mar placement) and then 2H 2026 (Aug financing). Expect further equity to fund NPM-139 (first-in-human). Equity raises are part of the plan; the SPA closings in the Form 4 are runway mechanics, not “sudden conviction.” ( Vivani Medical, Inc.)
- Pipeline & dated catalysts.
- NPM-119 (exenatide, T2D): IND cleared; enables human study. ( Vivani Medical, Inc.)
- NPM-115 (exenatide, obesity): LIBERATE-1 Phase 1: acceptable safety/PK (company language). ( GlobeNewswire)
- NPM-139 (semaglutide, obesity): priority program; preclinical positive; company targeting initiation in 2026. The big binary is IND acceptance ? first-in-human. ( Vivani Medical, Inc.)
- Corporate action kicker (spin-off).
- Cortigent spin-off record date Sep 17 PR sets Oct 8, 2025; distribution to Vivani holders upon completion (late-2025 target, subject to conditions). Insider holdings benefit from the share dividend. ( Vivani Medical, Inc.)
- Insider motive synthesis (ranked).
- #1 Runway backstop (closing prior SPAs) + signal solvency.
- #2 Capture Cortigent distribution as holder of record.
- #3 Influence/Control consolidation for future financings and partner talks.
- #4 Platform upside (GLP-1 implants)—secondary given pre-arranged nature of buys. ( Vivani Medical, Inc.)
Fresh, option-style valuation Set-up. Treat VANI as a call option on:
(A) NPM-139 achieving IND ? first-in-human with acceptable early safety/PK (2026–2027),
(B) funding through those reads (dilution risk),
(C) optionality from NPM-119/115 and the Cortigent spin.
Base cap table anchor: OS ~59.24 M (add a dilution band below). ( OTC Markets)
Dilution bands I’ll use - Low: +10% (partnering reduces equity needs).
- Mid: +30% (typical microcap clinical push).
- High: +60% (multiple raises without partner).
Scenario grid (12–30 months) Scenario What must happen Shares (diluted) EV logic (narrative) Implied Equity Value / Price |
| Downside / Fail (40%) | NPM-139 IND delayed/fails, or early human data poor; equity markets tight ? heavy raise | ~95 M (High) | Financing overhang dominates; platform thesis weak; spin adds little | $0.50–$1.25 | | Base / Validate (40%) | NPM-139 IND accepted 2026; first-in-human starts; early safety/PK “good enough”; NPM-119/115 progress; spin completes | ~77 M (Mid) | Microcap re-rates to “credible GLP-1 delivery platform, Phase 1 starting”; still funding-dependent | $2.25–$4.00 | | Bull / Breakout (20%) | Early human data for NPM-139 encouraging; visible partner or strategic validates platform; non-dilutive cash | ~65 M (Low) | Platform scarcity + GLP-1 halo ? partner/pre-M&A multiples | $5.50–$9.00 | Notes & anchor points
- The Base band aligns with company’s 2026 initiation guide and typical microcap biotech re-ratings when a flagship program steps into humans. ( Vivani Medical, Inc.)
- The Bull case requires either partnering or exceptionally clean early human signals to contain dilution.
Probability-weighted fair value (rough) Midpoints: Downside $0.90, Base $3.10, Bull $7.25.
PW = 0.40×0.90 + 0.40×3.10 + 0.20×7.25 ˜ $3.05/share (12–30 mo horizon).
That’s not a target, it’s an EV-style expectation under my assumptions.
Timeline (most likely path) - Now–Q4 2025: Cortigent spin mechanics finalize; administrative risk remains. ( Vivani Medical, Inc.)
- 2026: NPM-139 IND submission/acceptance; first-in-human begins (company’s own guidance). Expect at least one equity raise unless a partner steps in. ( Vivani Medical, Inc.)
- 2026–H1 2027: Early safety/PK readouts; this is the real re-rating window.
Most likely scenario: Base/Validate—incremental de-risking with ongoing dilution; price range bias $2.25–$4.00 in 12–30 months if milestones land.
Decision frame (what I’d do as a sleuth) - The Form 4 is runway-supportive, not classic “conviction” open-market buying; still constructive because it reduces near-term insolvency risk. ( SEC)
- If you run a speculative biotech sleeve, treat this like a call option: starter position sized to a 0.25–0.75% portfolio weight, add only on IND acceptance / first-in-human confirmation.
- Kill-switches: unexpected clinical/IND setbacks or equity terms that imply distress (deep discounts, heavy warrant coverage).
- Upgrade triggers to “Strong-Positive”: 1) NPM-139 IND accepted on time; 2) Partnering / non-dilutive capital; 3) Spin distribution terms surprisingly favorable.
Citations / receipts - Form 4 (Oct 2025)—two SPA closings; beneficial ownership detail. ( SEC)
- $8.25M private placement @ $1.12 (runway ? 2Q26). ( Vivani Medical, Inc.)
- May 12 SPA @ $1.03 with Williams-beneficial entity. ( SEC)
- $10M SPA @ $1.26 (runway ? 2H26; two investors incl. Williams-beneficial). ( Vivani Medical, Inc.)
- Shares outstanding & 10-Q as-of count. ( OTC Markets)
- NPM-119 IND cleared; NPM-115 Phase-1 safety/PK; NPM-139 priority with 2026 start guide. ( Vivani Medical, Inc.)
- Cortigent record date / spin-off mechanics. ( Vivani Medical, Inc.)
Bottom line Insider behavior = structured financing support by a deep-pocket chair (not a one-off bet), which improves odds you’ll see the 2026 IND/first-in-human. I price VANI as a speculative option with PW fair value ˜ $3 on a 12–30 mo window, most-likely path $2.25–$4.00 if they hit milestones—and $0.50–$1.25 if they stumble and dilute hard. |
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