CUSIP NO.: 92854B 109 |
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1) |
NAME OF REPORTING PERSON |
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Joachim Bolck |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a)
☐ |
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(b) ☒ |
3) |
SEC Use Only |
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4) |
SOURCE OF FUNDS |
PF |
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
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PURSUANT TO ITEMS 2(d) OR 2(e) |
☐ |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7) |
SOLE VOTING POWER |
-0- |
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8) |
SHARED VOTING POWER |
5,597,123 |
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9) |
SOLE DISPOSITIVE POWER |
-0- |
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10) |
SHARED DISPOSITIVE POWER |
5,597,123 |
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11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,597,123 |
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12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
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CERTAIN SHARES |
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13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
11.03% |
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14) |
TYPE OF REPORTING PERSON |
IN |
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Item 1. |
Security and Issuer |
The
class of equity securities to which this Schedule 13D (this “Schedule 13D”) relates is the shares of common stock
(the “Common Stock”) of Vivani Medical, Inc., a California corporation (the “Issuer”). The principal executive
office of the Issuer as of the filing date of this Schedule is 5858 Horton Street, Suite 280 Emeryville, CA 94608.
This
filing is a late filing. This report reflects the 5,419,487 shares received by the Reporting Person (defined below) and Yaeko
Bolck, joint tenants, upon the merger of Nano Precision Medical, Inc. with Vivani Medical, Inc., which amount represented 10.68%
of the issued and outstanding shares of Common Stock of the Issuer as of August 30, 2022, and an additional, aggregate of 177,636
shares of Common Stock acquired by the Reporting Person between September 12, 2022 and January 3, 2023. As of the date of this
report the aggregate holding of the Reporting Person is 5,597,123 shares of Common Stock representing 11.03% of the issued and
outstanding shares of Common Stock of the Issuer.
Item 2. |
Identity and Background. |
(a) This
Schedule 13D is being filed by Joachim Bolck (the “Reporting Person”). The Reporting person holds the shares being
reported upon as follows: Joachim Bolck and Yaeko Bolck, the spouse of the Reporting Person, jointly, Joachim & Yaeko Bolck
Conservators for Hideo Saito Bolck, and Joachim & Yaeko Bolck Conservators for Yasuo Saito Bolck. The Reporting Person and
Yaeko Bolck share the voting and dispositive authority over all the shares being reported upon.
(b) The
Reporting Person’s business address currently is 33 Club View Lane, Rolling Hills Estates, CA 90274.
(c) The
Reporting Person is retired.
(d) During
the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction or as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f) The
Reporting Person is a citizen of the United States.
Item 3. |
Source and Amount of Funds and Other Consideration. |
The
securities of the Issuer being reported upon by the Reporting Person are (i) 5,419,487 shares of Common Stock of the Issuer that
were issued in exchange for the outstanding securities held by the Reporting Person in Nano Medical Precision, Inc. (“NPM”),
which company became a wholly owned subsidiary of the Issuer acquired in a merger transaction consummated on August 30, 2022,
and (ii) 177,636 shares of Common Stock of the Issuer acquired in open market purchases between September 12, 2022 and January
3, 2023.
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The
shares of Common Stock of the Issuer being reported upon by the Reporting Person as of April 25, 2023, are (i) 548,665 shares
held jointly by the Reporting Person and Yaeko Bolck, the spouse of the Reporting Person, (ii) 2,524,229 shares held by Joachim
& Yaeko Bolck Conservators for Hideo Saito Bolck, and (iii) 2,524,229 shares held by Joachim & Yaeko Bolck Conservators
for Yasuo Saito Bolck.
Item 4. |
Purpose of Transaction |
The
securities reported upon in this Schedule 13D were acquired for investment purposes. The Reporting Person intends to review his
investment in the Issuer on a continuing basis and will routinely monitor a wide variety of investment considerations, including,
without limitation, current and anticipated future trading prices for the Common Stock, the Issuer’s financial position,
operations, assets, prospects, strategic direction and business and other developments affecting the Issuer. The Reporting Person
may from time to time take such actions with respect to his investment in the Issuer as he deems appropriate, including, without
limitation, (i) acquiring additional shares or disposing of some or all of his shares of Common Stock; (ii) changing his current
intentions with respect to any or all matters referred to in this Item 4; and/or (iii) engaging in hedging, derivative or similar
transactions with respect to any securities of the Issuer. Any acquisition or disposition of the Issuer’s securities may
be made by means of open-market purchases or dispositions, privately negotiated transactions, or direct acquisitions from or dispositions
to the Issuer. Additionally, any acquisition or disposition will be made in accordance with the insider trading policy of the
Issuer and any other restrictions applicable thereto, such as lock up agreements and limitations under Section 16 of the Securities
Exchange Act of 1934, as amended.
At
the date of this Schedule 13D, except as set forth in this Schedule 13D and pursuant his fiduciary obligations as a conservator,
the Reporting Person does not have any plans or proposals which would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or fill any existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the Issuer;
(f) Any
other material change in the Issuer’s business or corporate structure;
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(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j)
Any action similar to any of those actions enumerated above.
| ITEM
5. | Interests
in Securities of the Issuer |
(a) The
Reporting Person, as of the date of this report, has voting and/or dispositive authority over an aggregate of 5,597,123 shares
of Common Stock. The Reporting Person disclaims pecuniary ownership over the shares of Common Stock held as conservator for Hideo
Saito Bolck and Yasuo Saito Bolck.
The
Reporting Person only has a pecuniary interest in 548,665 shares of Common Stock held by the Reporting Person and Yaeko Bolck,
jointly.
(b) See
Item 5(a) above.
(c) The
shares of Common Stock of the Issuer being reported upon by the Reporting Person are (i) 5,419,487 shares of Common Stock of the
Issuer that were issued in exchange for the outstanding securities held by the Reporting Person in NPM, which company became a
wholly owned subsidiary of the Issuer acquired in a merger transaction consummated on August 30, 2022, and (ii) 177,636 shares
of Common Stock of the Issuer acquired in market purchases between September 12, 2022 and January 3, 2023.
(d) Not
applicable.
(e) Not
applicable.
| ITEM
6. | CONTRACTS,
ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Not
applicable
| ITEM
7. | MATERIAL
TO BE FILED AS EXHIBITS. |
None.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated
as of: April 25, 2023
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Joachim Bolck |
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/S/ Joachim Bolck |
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