Dilution profile // every instrument, one screen, from SEC filings

Vivani Medical, Inc. (VANI)

CIK 1266806 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3/A on file 2024-05-02
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+77% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~9.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-102026-08-13

Latest: 90.2M shares as of Aug 13, 2026 (10-Q). Share count fell from 124.6M to 15.7M between Nov 12, 2019 and Mar 13, 2020, a pattern consistent with a reverse split (roughly 1-for-8); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant6.3M$3.563y
Nano Precision Medical Inc Warrantnot tagged$3.15

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 10,125 underlying shares, as reported Dec 31, 2021 (10-K).

Reported exercise price: $3.15 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $1.04B as of Dec 31, 2016.

Rough fully diluted estimate: 90.2M = 90.2M O/S + 10,125 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 13, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding90.2MAug 13, 2026
+ Warrant (if exercised)6.3MJun 30, 2026
Fully diluted estimate96.5M+7.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3Apr 22, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 4 executed · 0 registered.

EXECUTEDJan 27, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 27, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 28, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 28, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 13, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMay 13, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 27, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEMay 3, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 2, 2024S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDApr 22, 2024S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDMar 5, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEJun 24, 2022Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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