Exhibit 19.1

Vivani Medical, Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees as amended and/or restated from time to time, (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe consequences associated with violations of insider trading laws. It is your obligation to review, understand and comply with this Insider Trading Policy and applicable laws. Our Board of Directors has approved this Insider Trading Policy, and appointed the Company’s Chief Financial Officer as the Compliance Officer (with their designees, the “Compliance Officer”) to administer the policy and to be available to answer your questions.

PART I. OVERVIEW

A.                 Who Must Comply?

This Insider Trading Policy applies to all of our employees, officers and members of our Board of Directors, including anyone employed by or acting as a director, officer, employee, contractors or consultants of any of the Company’s subsidiaries.

In addition, all of our directors, executive officers (as defined by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), our employees with the title of Vice President or above, all members of the finance department, director/manager of operations, director/manager of order management, in-house legal counsel, and anyone else who has been notified of designed by the Compliance Officer because they have access to material nonpublic information about the Company must comply with the Trading Procedures included in Part II of this Insider Trading Policy (the “Trading Procedures”); we will refer to these individuals in this policy as “Insiders.” The Trading Procedures provide rules for when Insiders can trade in our securities and explain the process for mandatory pre-clearance of proposed trades. You will be notified if you are considered to be an Insider who is required to comply with the Trading Procedures.

This Insider Trading Policy and, for Insiders, the Trading Procedures also apply to the following persons (“Affiliated Persons”):

• your “Family Members” (“Family Members” are (a) your spouse or domestic partner, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws who reside in the same household as you, (b) your children or your spouse’s children who do not reside in the same household as you but are financially dependent on you, (c) any of your other family members who do not reside in your household but whose transactions are directed by you, and

(d) any other individual over whose account you have control and to whose financial support you materially contribute. (Materially contributing to financial support would include, for example, paying an individual’s rent but not just a phone bill.).);

• all trusts, family partnerships and other types of entities formed for your benefit or for the benefit of a member of your family and over which you have the ability to influence or direct investment decisions concerning securities;

• all persons who execute trades on your behalf; and

• all investment funds, trusts, retirement plans, partnerships, corporations and other types of entities over which you have the ability to influence or direct investment decisions concerning securities; provided, however, that the Trading Procedures do not apply to any such entity that engages in the investment of securities in the ordinary course of its business (e.g., an investment fund or partnership) if the entity has established its own insider trading controls and procedures in compliance with applicable securities laws and it (or an affiliated entity) has represented to the Company that its affiliated entities: (a) engage in the investment of securities in the ordinary course of their respective businesses; (b) have established insider trading controls and procedures in compliance with securities laws; and (c) are aware the securities laws prohibit any person or entity who has material nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.

You are responsible for ensuring compliance with this Insider Trading Policy, including the Trading Procedures contained herein, by all of your Affiliated Persons.

B.                  What is Prohibited by this Insider Trading Policy?

You and your Affiliated Persons are prohibited from engaging in insider trading and from otherwise trading in securities in violation of this Insider Trading Policy. “Insider trading” is (1) trading (buying or selling) the securities of a company whether for your account or for the account of another, while in the possession of material nonpublic information (see definition below) about that company or (2) disclosing material nonpublic information about a company to others who may trade on the basis of that information. Insider trading can result in criminal prosecution, jail time, significant fines and public embarrassment for you and the Company.

Prohibition on Trading in Company Securities

When you are in possession of material nonpublic information about the Company, whether positive or negative, you are prohibited from trading (whether for your account of for the account of another) in the Company’s securities, which includes common stock, options to purchase common stock, any other type of securities that the Company may issue (such as preferred stock, convertible debentures, warrants and exchange- traded options), and any derivative securities that provide the economic equivalent of ownership of any the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities, except for trades made pursuant to plans approved by the Compliance Officer in accordance with this policy that are intended to comply with Rule 10b5-1 under the Exchange Act.

The trading prohibitions in this Insider Trading Policy do not apply to: (1) an exercise of an employee stock option when payment of the exercise price is made in cash or (2) the withholding by the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or

(b) the election to exercise such tax withholding right was made by the Insider in compliance with the Trading Procedures.

The trading prohibitions in this Insider Trading Policy do apply, however, to the use of outstanding Company securities to pay part or all of the exercise price of a stock option, any sale of stock as part of a broker- assisted cashless exercise of an option and any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Prohibition on Tipping

Providing material nonpublic information about the Company to another person who may trade or advise others to trade on the basis of that information is known as “tipping” and is illegal. You are prohibited from providing material nonpublic information about the Company to a friend, relative or anyone else who might buy or sell a security or other financial instrument on the basis of that information, whether or not you intend to or actually do realize a profit (or any other benefit) from such tipping. Additionally, you are prohibited from recommending to any person that such person engage in or refrain from engaging in any transaction involving the Company’s securities, or otherwise give trading advice concerning the Company’s securities, if you are in possession of material nonpublic information about the Company.

While the Company encourages its stockholders and potential investors to obtain as much information as possible about the Company, the Company believes that this information should come from its reports publicly-filed with the U.S. Securities and Exchange Commission (the “SEC”), press releases and external website, or from a designated spokesperson, rather than from speculation or unauthorized disclosures by its directors, officers, employees or consultants. For this reason, the Company has designated certain members of management to respond to inquiries regarding its business and prospects. This centralization of communication is designed to ensure that the information that is discloses is accurate and considered in light of previous disclosures. Management and legal counsel generally review formal announcements before they are made public. Any communications that do not go through this review process create an increased risk to the Company, as well as to the individual responsible for the communication, of civil and criminal liability.

In addition, on the Internet, and particularly through social media, including electronic bulletin boards and chat rooms, electronic discussions about companies and their business prospects have become common. Inappropriate communications disseminated on the Internet may pose an inherently greater risk due to the size of the audience they can reach. These forums have the potential to move a stock price significantly, and very rapidly, yet the information disseminated through the Internet and social media forums often is unreliable. In some cases, information may be deliberately false. The SEC has investigated and prosecuted a number of fraudulent schemes involving communications in these forums. An individual may encounter information about the Company on the Internet that he or she believes is harmful or inaccurate, or other information that he or she believes is true or beneficial for the Company. Although an individual may have a natural tendency to deny or confirm such information on an electronic bulletin board or in a chat room, any sort of response, even if it presents accurate information, could be considered improper disclosure and could result in legal liability to the individual and/or the Company.

The Company is committed to preventing inadvertent disclosures of material, nonpublic information, preventing unwitting participation in Internet-based securities fraud, and avoiding the appearance of impropriety by persons associated with the company. Accordingly, this procedure prohibits Insiders from discussing material, nonpublic information about the Company with anyone, including other employees or consultants, except as required in the performance of job duties or functions. Insiders should not under any circumstances provide information or discuss matters involving the Company with the news media, any broker- dealer, analyst, investment banker, investment advisor, institutional investment manager, investment company or stockholder, even if contacted directly by such persons, without express prior authorization. This restriction applies whether or not an individual has an identifiable association with the Company. All such contact or inquiries should be referred to the Compliance Officer.

Insiders should avoid making any comments or postings about the Company on any Internet bulletin boards, chat rooms or websites, or responding to comments or postings about the company’s business made by others, unless it is part of a job duty to do so or if clearance is received from the Compliance Officer. This restriction applies whether or not an individual has an identifiable association with the Company.

Prohibition on Trading in Securities of Other Companies

Whenever, during the course of your service to or employment by the Company, you become aware of material nonpublic information about another company (1) with which the Company has an existing business relationship, including but not limited to, the Company’s distributors, vendors, customers or suppliers or collaboration, marketing, research, development or licensing partners, or (2) with which the Company is in active discussions concerning a potential transaction or business relationship, neither you nor your Affiliated Persons may trade in any securities of that company, give trading advice about that company, tip or disclose that information, pass it on to others or engage in any other action to take advantage of that information. If your work regularly involves handling or discussing confidential information of companies in either of the foregoing categories, you should consult with the Compliance Officer before trading in any of those company’s securities.

Additionally, if you believe you may be in possession of nonpublic information about the Company that could potentially have a material effect on the stock price of a company with which the Company does not have an existing business relationship or with which the Company is not discussing a potential transaction or business relationship, you should exercise caution when trading in the securities of that company because the SEC has successfully brought an insider trading claim against an insider in those circumstances.

Other Prohibited Transactions

• No Short Sales. You may not at any time sell any securities of the Company that are not owned by you at the time of the sale (a “short sale”). Short sales of Company securities may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller's incentive to seek to improve the Company’s performance. For these reasons, short sales of Company securities by any person subject to this procedure are prohibited. In addition, the Exchange Act prohibits officers and directors from engaging in short sales.
• No Purchases or Sales of Derivative Securities or Hedging Transactions. You may not buy or sell puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engage in any other hedging transaction with respect to our securities.
• No Company Securities Subject to Margin Calls. You may not use the Company’s securities as collateral in a margin account.
• No Pledges. You may not pledge Company securities as collateral for a loan (or modify an existing pledge).
• Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 Plans) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when an Insider, or other person subject to this policy, is in possession of material nonpublic information. The Company, therefore, discourages placing standing or limit orders on Company securities. If a person subject to this procedure determines that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and procedures outlined in Part II, Section B below.

Duration of Trading Prohibitions

These trading prohibitions continue whenever and for as long as you know or are in possession of material nonpublic information. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider even the appearance of improper insider trading and how enforcement authorities and others might view the transaction in hindsight.

This Insider Trading Policy applies to you and your Affiliated Persons so long as you are associated with the Company. If you leave the Company for any reason, this Insider Trading Policy, including, if applicable, the Trading Procedures described in Part III, will continue to apply to you and your Affiliated Persons until the later of: (1) the first trading day following the public release of earnings for the fiscal quarter in which you leave the Company or (2) the first trading day after any material nonpublic information known to you has become public or is no longer material.

C.                 What is Material Nonpublic Information?

This Insider Trading Policy prohibits you from trading in a company’s securities if you are in possession of information about the company that is both “material” and “nonpublic.” If you have a question whether certain information you are aware of is material or has been made public, you should consult with the Compliance Officer.

“Material” Information

Information about our Company or any other company is “material” if it could reasonably be expected to affect the investment decisions of a stockholder or potential investor or if disclosure of the information could reasonably be expected to significantly alter the total mix of information in the marketplace about us or any other company. We speak mostly in this Insider Trading Policy about determining whether information about us is material and nonpublic, but the same analysis applies to information about other companies covered by this policy that would preclude you from trading in their securities.

In simple terms, material information is any type of information that could reasonably be expected to affect the market price of our securities. Both positive and negative information may be material. While it is not possible to identify all information that would be deemed “material,” the following items are examples of the types of information that could be material:

• projections of future earnings or losses, or other earnings guidance;
• quarterly and/or annual financial results that are known but have not been publicly disclosed;
• potential restatements of the Company’s financial statements, changes in auditors or auditor notification that the Company may no longer rely on an auditor’s audit report;
• changes in senior management or member of our Board of Directors;
• actions by and interactions with regulatory authorities such as the U.S. Food and Drug Administration;
• development of a significant new product, process, technical innovation or service;
• significant preclinical, clinical, or other scientific results;

• significant actual or threatened litigation or governmental investigations or major developments in such matters;
• pending or proposed corporate mergers, acquisitions, tender offers, joint ventures or dispositions of significant assets;
• a restructuring;
• significant related party transactions;
• bank borrowings or other financing transactions out of the ordinary course;
• a change in management;
• a change in auditors or notification that the auditor’s report may no longer be relied upon;
• cybersecurity risks and incidents, including the discovery of significant vulnerabilities or breaches;
• significant developments regarding products, customers, suppliers, orders, contracts or financing sources (e.g., the acquisition or loss of a contract);
• changes in dividend policy, declarations of stock splits or proposed securities offerings or other financings;
• potential defaults under our credit agreements or indentures or potential material liquidity issues;
• bankruptcies or receiverships;

• the imposition of a ban on trading the Company securities or the securities of another company with which the Company does business;
• forward-looking information regarding the financial performance, such as earnings guidance, projections, or “outlook” for future financial results;
• business plans and strategies with respect to the company’s pipeline and product candidates; and
• any significant developments or changes regarding any repurchase program for the Company’s securities (such as planned repurchases, increases, or decreases in the program’s authorization, suspensions, and similar changes).

The above items will not always be material. For example, some new products or contracts may clearly be material while others may not be. No “bright-line” standard or list of items can adequately address the range of situations that may arise; information and events should be carefully considered in terms of their materiality to the Company.

“Nonpublic” Information

Material information is “nonpublic” if it has not been disseminated in a manner making it available to investors generally.

To demonstrate that information is public, one must be able to point to some fact that establishes that the information has become publicly available, such as the filing of a report with the SEC, the distribution of a press release, publishing the information on our website or posting on social media if those are regular ways we communicate with investors, or by other means that are reasonably designed to provide broad public access. Before a person with material nonpublic information can trade, the market must have adequate time to absorb the information that has been disclosed. For the purposes of this Insider Trading Policy, information will be considered public after the completion of two full days of trading following our public release of the information. For that purpose, a full day of trading means a session of regular trading hours on the Nasdaq Stock Market (“Nasdaq”) between 9:30 a.m. and 4:00 p.m. Eastern Time (or such earlier closing time as has been set by exchange rules) has occurred.

For example, if the Company publicly discloses material nonpublic information of which you are aware before trading begins on a Tuesday, the first time you can buy or sell Company securities is the opening of the market on the following Thursday. However, if the Company publicly discloses material information after trading begins on a Tuesday, the first time that you can buy or sell Company securities is the opening of the market on the following Friday.

D.                 What are the Penalties for Insider Trading and Noncompliance with this Insider Trading Policy?

Both the SEC and the national securities exchanges, through the Financial Industry Regulatory Authority (“FINRA”), investigate and are very effective at detecting insider trading. The U.S. government pursues insider trading violations vigorously, successfully prosecuting, for example, trading by employees in foreign accounts, trading by family members and friends of insiders and trading involving only a small number of shares.

The penalties for violating rules against insider trading can be severe and include:

• forfeiting any profit gained or loss avoided by the trading;
• payment of the loss suffered by the persons who, contemporaneously with the purchase or sale of securities that are subject of a violation, have purchased or sold securities of the same class;
• payment of criminal penalties of up to $5,000,000;
• payment of civil penalties of up to three times the profit made or loss avoided; and
• imprisonment for up to 20 years.

The Company and/or the supervisors of the person engaged in insider trading may also be required to pay civil penalties or fines of $2.5 million or more, up to three times the profit made or loss avoided, as well as criminal penalties of up to $25,000,000, and could under some circumstances be subject to private lawsuits.

Violation of this Insider Trading Policy or any federal or state insider trading laws may subject you to disciplinary action by the Company, including termination of your employment or other relationship with the Company. The Company reserves the right to determine, in its own discretion and on the basis of the information available to it, whether this Insider Trading Policy has been violated. The Company may determine that specific conduct violates this Insider Trading Policy whether or not it also violates the law. It is not necessary for the Company to await the filing or conclusion of a civil or criminal action against an alleged violator before taking disciplinary action.

PART II. TRADING PROCEDURES

A.            Special Trading Restrictions Applicable to Insiders

In addition to needing to comply with the restrictions on trading in our securities set forth above, Insiders and their Affiliated Persons are subject to the following special trading restrictions:

No Trading During Blackout Periods.

The announcement of the Company’s quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Although an Insider may not know the financial results prior to public announcement, if an Insider engages in a trade before the financial results are disclosed to the public, such trades may give an appearance of impropriety that could subject the Insider and the Company to a charge of insider trading. Therefore, subject to limited exceptions described herein, Insiders may not trade in Company securities during four quarterly blackout periods (“Blackout Periods”), and then only after obtaining pre-clearance from the Compliance Officer in accordance with the procedures set forth below. Notwithstanding the foregoing, the Compliance Officer shall have the discretion to waive the Blackout Periods for any quarter and shall provide a notice at least 3 calendar days prior to the beginning of the Blackout Periods of their intention to waive such Blackout Period for any applicable quarter. Unless otherwise advised, the four Blackout Periods consist of the periods that begin at the close of trading on the tenth (10) calendar day prior to the scheduled meeting of the Board of Directors following the end of each quarter, and ending after the close of trading on the second full trading day following the Company’s issuance of a press release (or other method of broad public dissemination) announcing its quarterly or annual earnings for that quarter. For the purposes of the foregoing, a full trading day means an entire calendar day in which a session of regular trading hours on Nasdaq between 9:30 a.m. and 4:00 p.m. Eastern Time (or such earlier close time as has been set by exchange rules) has occurred. Insiders may be allowed to trade during the Blackout Periods only (a) pursuant to a pre- approved Rule 10b5-1 Plan as described below or (b) if granted a waiver in accordance with the procedure for granting waivers as described below.

For example, if we release earnings results before the market opens on a Tuesday, the first time an Insider can buy or sell Company securities is after the market opens on the following Thursday. However, if our earnings release occurs after trading begins on a Tuesday, the first time that an Insider can buy or sell Company securities is the opening of the market on the following Friday.

Of course, if an Insider has material nonpublic information about the Company outside one of these Blackout Periods, the Insider may not trade in the Company’s securities.

2.                   Special Closed Trading Periods.

From time to time, in connection with an announcement of material information about the Company or when significant developments or announcements are anticipated, the Compliance Officer may designate, a “Special Closed Window” wherein the Compliance Officer may impose a temporary prohibition on trading in our securities that applies to specified groups of employees or, in rare instances, all persons covered by this policy during what would otherwise be a permitted trading window. In such event, you will be notified by e- mail and/or other means of the imposition and expected duration of the trading prohibition. During a Special Closed Window, such designated Insiders (which could be all Insiders or a subset of them) may not trade in the Company’s securities.

In addition, financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, designated persons should refrain from trading in Company securities even sooner than the typical Blackout Period described above. In that situation, the Compliance Officer may notify these persons that they should not trade in the Company's securities, without disclosing the reason for the restriction

The Compliance Officer may also impose a Special Closed Window on Insiders or a subset of them to prohibit trading in the securities of other companies to ensure compliance with this policy. The imposition of a Special Closed Window will not be announced to the Company generally, should not be communicated to any other person, and may itself be considered under this Insider Trading Policy to be material nonpublic information about the Company. Even if the Compliance Officer has not designated an individual as a person who should not trade due to an event-specific restriction, an individual should not trade while aware of material nonpublic information. Exceptions will not be granted during a Special Closed Window.

3.                   OptionTrax.

The Company has named OptionTrax as its stock plan platform for recording and tracking stock options. Each employee will have a stock option account with OptionTrax to assist with the administration of those stock options. OptionTrax also offers access to several brokerage firms with whom employees could exercise and trade their stock options and stock. The Chief Compliance Officer will block trading through these accounts during any Blackout Period. These accounts are intended to assist employees in complying with this procedure. However, employees should not rely solely on trades being allowed on OptionTrax or their designated brokerage platform to ensure compliance with this procedure.

4.                   Exceptions

The quarterly Blackout Period and Special Closed Window restrictions do not apply to those transactions to which this procedure does not apply, as described below under Part II Section C, transactions under company plans, and transactions not involving a purchase or sale. Further, the requirement for pre- clearance, the quarterly Blackout Period and Special Closed Window restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, as described in Part II, Section C.1.

5.                   Gifts and Other Distributions in Kind.

No Insider may donate or make any other transfer of Company securities without consideration when the Insider is not permitted to trade. In addition to charitable donations or gifts to family members, friends, trusts or others, this prohibition applies to distributions to limited partners by limited partnerships that are subject to this Insider Trading Policy. Making a gift shall be considered trading in securities for purposes of the Pre-Clearance Procedures and Post-Trade Reporting Procedures in Section II.B. below.

6.                   No Trading During Retirement Plan Blackout Periods

If we adopt a policy to allow ownership of Company stock in our 401(k) or other retirement plan, then during a retirement plan “Blackout Period,” no Insider may trade in any Company securities that were acquired in connection with the Insider’s service or employment with the Company except as specifically permitted below. A Blackout Period includes any period of more than three (3) consecutive business days during which at least fifty percent (50%) of all participants and beneficiaries under all of the individual account plans maintained by the Company and members of the Company’s controlled group are prohibited from trading in Company securities through their plan accounts. Insiders will receive advance notice of any such Blackout Period from the Compliance Officer.

B.                  Pre-Clearance Procedures

No Insider may trade in our securities, even if outside a Blackout Period or Special Closed Window, unless the trade has been approved by the Compliance Officer in accordance with the procedures described below. In reviewing trading requests, the Compliance Officer may consult with our other officers and/or outside legal counsel and will seek approval of their own trades from the Chief Executive Officer.

1.       Procedures.

No Insider may trade in our securities unless:

• The Insider has notified the Compliance Officer of the amount and nature of the proposed trade(s) using the Stock Transaction Request form attached to this Insider Trading Policy or via email with the Stock Transaction Request form, in the form attached hereto as Exhibit A, to follow as soon as practicable. To provide adequate time for the preparation of any required reports under Section 16 of the Exchange Act, a Stock Transaction Request form should, if practicable, be received by the Compliance Officer at least one (1) business day before the intended trade date;
• The Insider has certified to the Compliance Officer in writing via email or memo before the proposed trade(s) that the Insider does not possess material nonpublic information concerning the Company;
• If the Insider is an executive officer or director, the Insider has informed the Compliance Officer, using the Stock Transaction Request form, whether, to the Insider’s best knowledge, (a) the Insider has (or is deemed to have) engaged in any opposite way transactions within the previous six (6) months that were not exempt from Section 16(b) of the Exchange Act and (b) if the transaction involves a sale by an “affiliate” of the Company or of “restricted securities” (as such terms are defined under Rule 144 under the Securities Act of 1933, as amended (“Rule 144”)1), whether the transaction meets all of the applicable conditions of Rule 144;
• The Compliance Officer has approved the trade(s) and has certified their approval in writing (which may be by email).
• Pre-clearance approvals will go “stale” if more than three (3) business days have lapsed before the transaction is executed, if the Compliance Officer deems that the trading window should be closed for whatever reason, or if the Insider obtains material non-public information prior to executing the transaction, and he or she will then need to seek a new pre-clearance. However, in specific instances where the Insider has previously informed the Compliance Officer of proposed transactions that exceed the three (3) business days window using a Stock Transaction Request form, then such pre- clearance approvals transactions, will not go stale after three (3) business days until the Compliance Officer notifies the Insider if pre-clearance needs to be reapproved.

1 SEC Rule 144 - Provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time. Even if all the conditions of the rule are met, restricted securities cannot be sold to the public until a transfer agent has removed the restrictive legend.

• The Insider must notify the Compliance Officer following completion of the transaction and must be prepared to report the transaction on appropriate reports under Section 16 of the Exchange Act (if applicable).

The Compliance Officer does not assume responsibility for, and approval by the Compliance Officer does not protect the Insider from, the consequences of prohibited insider trading.

Notwithstanding the foregoing, the Compliance Officer, in their discretion, may waive the requirement to provide the Stock Transaction Request form, including but not limited to accepting a pre-clearance request by email and other means.

2.       Additional Information.

Insiders shall provide to the Compliance Officer any documentation the Compliance Officer reasonably requires in furtherance of the foregoing procedures. Any failure to provide such information will be grounds for the Compliance Officer to deny approval of the trade request.

3.       Notification of Brokers of Insider Status

Insiders who are required to file reports under Section 16 of the Exchange Act shall inform their broker- dealers that the Insider is subject to Section 16. The broker shall confirm that any trade by the Insider or any of their affiliates has been precleared by the Company and the broker is expected to provide transaction information to the Insider and/or Compliance Officer on the day of a trade.

4.       No Obligation to Approve Trades.

The foregoing approval procedures do not in any way obligate the Compliance Officer to approve any trade. The Compliance Officer has sole discretion to reject any trading request.

From time to time, an event may occur that is material to the Company and is known by only by a limited number of directors and employees. The Compliance Officer may decline an Insider’s request to preclear a proposed trade based on the existence of a material nonpublic development – even if the Insider is not aware of that material nonpublic development. If any Insider engages in a trade before a material nonpublic development is disclosed to the public or resolved, the Insider and the Company might be exposed to a charge of insider trading that could be costly and difficult to refute even if the Insider was unaware of the development. So long as the event remains material and nonpublic, the Compliance Officer may decide not to approve any transactions in the Company’s securities. The Compliance Officer will subsequently notify the Insider once the material nonpublic development is disclosed to the public or resolved. If an Insider requests preclearance of a trade during the pendency of such an event, the Compliance Officer may reject the trading request without disclosing the reason.

5.       Completion of Trades.

After receiving written clearance to engage in a trade approved by the Compliance Officer, an Insider must complete the proposed trade within three (3) business days or make a new trading request. However, in specific instances where the Insider has previously informed the Compliance Officer of proposed transactions that exceed the three (3) business days window using a Stock Transaction Request form, then such pre-clearance approvals transactions, will not go stale after three (3) business days until the Compliance Officer notifies the Insider if pre-clearance needs to be reapproved. Even if an Insider has received clearance, the Insider may not engage in a trade if (i) such clearance has been rescinded by the Compliance Officer, (ii) the Insider has

otherwise received notice of a Blackout Period or Special Closed Window or (iii) the Insider has or acquires material nonpublic information.

6.       Post-Trade Reporting.

The details of any transactions in our securities (including transactions effected pursuant to a Rule 10b5-1 Plan) by an Insider (or an Affiliated Person) who is required to file reports under Section 16 of the Exchange Act must be reported to the Compliance Officer by the Insider or their brokerage firm on the same day on which a trade order is placed or such a transaction otherwise is entered into. The report shall include the date of the transaction, quantity of shares, the price, the name of the broker-dealer that effected the transaction and whether the trade was made pursuant to a valid Rule 10b5-1 Plan (as defined below). This reporting requirement may be satisfied by providing (or having the Insider’s broker provide) a trade order confirmation to the Compliance Officer if the Compliance Officer receives such information by the required date. Compliance by directors and executive officers with this provision is imperative given the requirement of Section 16 of the Exchange Act that these persons generally report changes in ownership of Company securities within two (2) business days. The sanctions for noncompliance with this reporting deadline include mandatory disclosure in the Company’s proxy statement for the next annual meeting of stockholders, as well as possible civil or criminal sanctions for chronic or egregious violators.

C.                 Exemptions

1.                   Pre-Approved Rule 10b5-1 Plan.

Transactions made pursuant to an approved Rule 10b5-1 Plan (as defined below) will not be subject to our Blackout Periods, Special Closed Windows, retirement plan blackout periods or pre-clearance procedures and Insiders are not required to complete a Stock Transaction Request form for such transactions. Rule 10b5- 1 of the Exchange Act provides an affirmative defense from insider trading liability under the federal securities laws for trading plans, arrangements or instructions that meet specified requirements. A trading plan, arrangement or instruction that meets the requirements of the SEC’s Rule 10b5-1 (a “Rule 10b5-1 Plan”) enables Insiders to trade in Company securities during our Blackout Periods or Special Closed Windows, even when in possession of material nonpublic information.

The Company has adopted a separate Rule 10b5-1 Trading Plan Policy that sets forth the requirements for putting in place a Rule 10b5-1 Plan with respect to Company securities.

2.                   Employee Equity and Retirement Plans.

Exercise of Stock Options. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to the exercise for cash of an option to purchase securities of the Company. However, the exercise is subject to the current reporting requirements of Section 16 of the Exchange Act and, therefore, Insiders must comply with the post-trade reporting requirement described in Section C above for any such transaction. In addition, the securities acquired upon the exercise of an option to purchase Company securities are subject to all of the requirements of this Insider Trading Policy, including the Trading Procedures. Moreover, the Trading Procedures apply to the use of outstanding Company securities to pay part or all of the exercise price of an option, any net option exercise, any exercise of a stock appreciation right, share withholding and any sale of stock as part of a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Tax Withholding on Restricted Stock/Units. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to the withholding by the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy tax withholding requirements if (a) withholding is required by the applicable plan or award agreement or (b) the election to exercise the tax withholding right was made by the Insider in compliance with the Trading Procedures.

Employee Stock Purchase Plan. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to periodic wage withholding contributions by the Company or its employees that are used to purchase Company stock pursuant to the employees’ advance instructions under the Company’s 2022 Omnibus Incentive Plan. However, an Insider may not: (a) elect to participate in the plan or alter their instructions regarding the level of withholding or purchase by the Insider of Company securities under the plan; or (b) make cash contributions to the plan (other than through periodic wage withholding) without complying with the Trading Procedures. Any sale of securities acquired under the plan is subject to the prohibitions and restrictions of the Trading Procedures. In addition, the Company has the right to impose a company-wide Blackout Period that could restrict all participation in any employee stock purchase plan.

Retirement Plan. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to purchases of Company securities in the 401(k) Savings Retirement Plan (the “Retirement Plan”) resulting from periodic contributions by Insiders to the Retirement Plan pursuant to payroll deduction elections. Such prohibitions and restrictions do apply, however, to some elections Insiders may make under the Retirement Plan, including an election (a) to increase or decrease the percentage of periodic contributions to be allocated to the Company stock fund; (b) to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (c) to borrow money against or receive a distribution from their Retirement Plan account if the loan or distribution will result in a liquidation of some or all of their Company stock fund balance; and (d) to pre-pay a plan loan if the pre-payment will result in an allocation of loan proceeds to the Company stock fund.

D.                 Waivers

A waiver of any provision of this Insider Trading Policy or the Trading Procedures may be authorized in writing by the Compliance Officer and by the Chief Executive Officer if the waiver is for the Chief Financial Officer. All waivers shall be reported to the Board of Directors.

PART III.              AMENDMENT

This Insider Trading Policy may be amended from time to time with the approval of the Board of Directors or a designated committee thereof.

PART IV.              ACKNOWLEDGEMENT

We will deliver a copy of this Insider Trading Policy to all current employees and directors and to future employees and directors at the start of their employment or relationship with the Company. To the extent the Compliance Officer determines that consultants and/or contractors will have access to material nonpublic information, we will deliver a copy of this Insider Trading Policy to such individuals. Each of these individuals must acknowledge that they have received a copy and agree to comply with the terms of this Insider Trading Policy, and, if applicable, the Trading Procedures contained herein. The attached acknowledgment, in form provided in Exhibit B, must be completed and submitted to the Company within ten (10) days of receipt. From time to time, the recipients of this Insider Trading Policy may be required to re-acknowledge and agree to comply with the Insider Trading Policy (including any amendments or modifications thereto).

*              *              *

Questions regarding this Insider Trading Policy are encouraged and may be directed to the Compliance Officer.

EXHIBIT A

STOCK TRANSACTION REQUEST

Pursuant to Vivani Medical, Inc.’s Insider Trading Policy, I hereby notify Vivani Medical, Inc. (the “Company”) of my intent to trade the securities of the Company as indicated below:

*NOTE: Multiple lots must be listed on separate forms or broken out.

EXHIBIT B

ACKNOWLEDGEMENT

I hereby acknowledge that I have read, that I understand, and that I agree to comply with the Insider Trading Policy of Vivani Medical, Inc. (the “Company”). I further acknowledge and agree that I am responsible for ensuring compliance with the Insider Trading Policy and the Trading Procedures by all of my “Affiliated Persons.” I also understand and agree that I will be subject to sanctions, including termination of employment, that may be imposed by the Company, in its sole discretion, for violation of the Insider Trading Policy, and that the Company may give stop-transfer and other instructions to the Company’s transfer agent or any brokerage firm managing the Company’s equity incentive plan(s) against the transfer of any Company securities that the Company considers to be in contravention of the Insider Trading Policy.

This acknowledgement constitutes consent for the Company to impose sanctions for violation of the Insider Trading Policy, including the Trading Procedures, and to issue any stop-transfer orders to the Company’s transfer agent that the Company, in its sole discretion, deems appropriate to ensure compliance.

Date:                                                                                         Signature:                                                 

       Name:                                                       

       Title: