Vivani Medical Mergers and Acquisitions Presentation Deck

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vivani-medical

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October 2022

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#1Vivani Nasdaq: VANI www.vivani.com nanoprecision medical SECONDSIGHT Vivani Medical, Inc. combination of Nano Precision Medical and Second Sight Medical Products October 17, 2022#2Disclaimers The following slides and any accompanying oral presentation contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created by those sections. All statements in this release that are not based on historical fact are "forward looking statements. These statements may be identified by words such as "estimates," "anticipates," "projects," "plans" or "planned," "strategy," "goal," "seeks," "may," "will," "expects," "intends," "believes," "should," and similar expressions, or the negative versions thereof, and which also may be identified by their context. All statements that address operating performance or events or developments that Vivani Medical, Inc. ("Vivani", the "Company", "we" or "us) expects or anticipates will occur in the future, such as stated objectives or goals, our product candidates and their therapeutic potential and planned development, the indications that we intend to target, our technology, our business and strategy, milestones, addressable markets, or that are not otherwise historical facts, are forward-looking statements. While management has based any forward-looking statements included in this presentation on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward- looking statements as a result of various factors. These risks and uncertainties include, but are not limited to, that we may fail to complete any required pre- clinical activities for NPM-119 or otherwise commence our planned Phase 2 trial for this candidate; conduct any pre-clinical activities of our other product candidates; our product candidates may not demonstrate safety or efficacy in clinical trials; we may fail to secure marketing approvals for our product candidates; there may be delays in regulatory approval or changes in regulatory framework that are out of our control; our estimation of addressable markets of our product candidates may be inaccurate; we may fail to timely raise additional required funding; more efficient competitors or more effective competing treatment may emerge; we may be involved in disputes surrounding the use of our intellectual property crucial to our success; we may not be able to attract and retain key employees and qualified personnel; earlier study results may not be predictive of later stage study outcomes; and we are dependent on third- parties for some or all aspects of our product manufacturing, research and preclinical and clinical testing. Additional risks and uncertainties are described in our Annual Report on Form 10-K filed on March 29, 2022, and in the Company's Forms 10-K/A filed on May 2, 2022, S-4 filed on May 13, 2022, 10-Q filed on May 16, 2022, and 10-Q filed on August 12, 2022, and as thereafter amended. We urge you to consider those risks and uncertainties in evaluating our forward- looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward- looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based. Certain information contained in this presentation relates to or is based on studies, publications, surveys and other data obtained from third party sources and the Company's own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this presentation, we have not independently verified, and make no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. All of our therapies are still investigational and have not been approved by any regulatory authority for any use. 2#3Vivani Executive Leadership Team Adam Mendelsohn PhD - CEO/Director . Co-founder/Co-inventor of Nano Precision Medical technology PhD Bioengineering (UCSF/UC Berkeley) Management of Technology Certificate at Haas School of Business Research focused on diabetes treatment Formerly at Boston Scientific and Minimed Truc Le, MBA - Chief Operations Officer • Numerous COO and Executive Positions at Device and Drug- Device Companies, including: COO at Dance Biopharm, COO at Avid Bio Exec VP at Prima Biomed, Sr. VP at Nektar Therapeutics (responsible for Exubera approval), and Worldwide VP at Johnson & Johnson Lisa Porter, MD - Chief Medical Officer • Former Chief Medical Officer for Eiger BioPharmaceuticals and Dance BioPharm • Former VP of Medical Development for Amylin • Former Director at GSK, Global Head of Clinical Strategy for Avandia • Former Board member of ViaCyte, Inc. Brigid Makes MBA - Chief Financial Officer . Former Sr. VP and CFO Miramar Labs • Former Sr. VP and CFO AGA Medical • Former CFO Nektar Therapeutics, Oravax and Haemonetics . Current Board director: Quantun-Si, Aziyo and Mind Medicine • Involved in/Directed 2 IPOs, 2 reverse mergers and 1 SPAC Don Dwyer, MBA - Chief Business Officer • Former Executive Director at AstraZeneca with leadership roles in drug development, commercial and business development • Former NPM Board observer for AZ • Former PhaseBio Board observer for AZ (prior to IPO) • Former Director at Cephalon and Rhone Poulenc Rorer 3#4Vivani Medical, Inc. 1 2 3 4 An innovative, clinical-stage, biopharmaceutical company that develops and manufactures novel, long-term therapeutic implants to treat chronic diseases. Biopharm Division (formerly Nano Precision Medical) develops tiny, drug implants that provide therapeutic levels of medicine over extended periods of time, guaranteeing medication adherence. NPM-119 (6-month GLP-1 implant candidate for Type 2 Diabetes) is Vivani's main focus. Neuromodulation Division (formerly Second Sight Medical Products) develops highly innovative medical implant candidates to treat blindness. Vivani is assessing strategic options for advancing Orion II, a cortical visual prosthesis designed to treat profound blindness. Vivani is well-positioned with new leadership and sufficient capital to support multiple milestones for NPM-119 while assessing strategic options for Orion II.#5Combined Company Pipeline If Approved, Vivani Candidates will Compete in Markets with Large Potential Feasibility Pre-Clinical Clinical Nano Precision Medical SSMP Indication Human Type II Diabetes Feline Pre- Diabetes & Diabetes NASH (Non- Alcoholic Steatohepatitis) Human Obesity Profound Blindness NPM-119 exenatide OKV-119** exenatide NPM-159*** proprietary compound NPM-139*** proprietary compound ORION visual prosthesis Market Size* >$20B >$500M >$18B >$19B >$1B * Estimated Market Sizes where Vivani candidates would compete, if approved; Does not represent future sales or revenue estimates of Vivani candidates ** In Partnership with Okava Pharmaceuticals, Inc. *** Feasibility in progress with a non-exenatide compound in collaboration with a major pharma company#6Biopharm Division Drug Implants Proprietary Platform Technology#7NanoPortal: Innovative Delivery Technology www Designed to Assure Adherence Minimally-fluctuating and tunable delivery profiles Potential application with many molecular types Drug Reservoir Pure Titanium Reservoir. Titania Nanotube Layer grown from tanium surface Medication Nanotubes Nanotube Membrane 7#8NanoPortal: How it Works.….. By precisely adjusting nanotubes to molecule size, interactions between drug and nanotube walls can result in desirable release profiles over time, including near constant release Pore too small: No release Pore target size: Near constant release Pore too large: Burst release#9NanoPortalTM is a Platform Technology Broad Potential Application Can Support Portfolio of New Drug Implants » Minimized Implant Size Extendable Implant Duration Tunable Delivery Rate >> Tunable Delivery Profile#10Vivani's Lead Program NPM-119 Targeting the Rapidly Growing GLP-1 RA Market $13B in 2020 & $23B Expected in 2026#11Lead Product (NPM-119): 6-Month Exenatide (Glucagon-like Peptide 1 Receptor Agonist) Implant for Type 2 Diabetes 1 Guo 2016 2 Carls et al. 2017 3 MS 2013 Report • Non-adherence is the primary reason for low, real-world effectiveness¹.2 • Guaranteed adherence will produce significant healthcare cost savings³ • FDA indicated 505(b)(2) streamlined approval pathway may be available • ~$54M raised pre-merger from investors including AstraZeneca 11#12World-wide Sales ($Billions) 25 20 15 10 0 2013 2014 2015 * Evaluate Pharma 08 June 2021 GLP-1 Market Opportunity* 2016 -$23B Expected 2026 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 12#13Current Drug Adherence Challenge "Drugs don't work in people that don't take them" NPM-119 Designed to Enable 100% Adherence through Implant Duration • Orals and injectables do not guarantee adherence • Approximately 50% of patients do not meet glycemic targets primarily due to adherence Dual Incentive to Adopt Technology that Improves Adherence Pharmaceutical revenue is increased • Healthcare costs are decreased . *NPM-119 - investigational candidate, not approved in any market Real-world Adherence 100% 75% 50% 25% 0% Real-World Adherence of Select Drugs Januvia DPP-4 inhibitors, daily pills Polonsky et al., 2016 Trulicity GLP-1 weekly injections Modyet al., 2018 Invokana SGLT-2 daily pills Cai et al., 2017 * NPM-119 designed to enable 100% adherence. NPM-119* GLP-1 implant every 6 months 13#14Guaranteed adherence is expected to deliver improved health outcomes Drug Substance + Administration = Drug Product • Varying levels of adherence are associated with different health outcomes • Different health outcomes may not be attributable to drug substance alone The American Diabetes Association (ADA) Standard of Care guidelines encourage treatment options that address adherence *NPM-119 - investigational candidate, not approved in any market Drug Substance exenatide (GLP-1 Receptor Agonist) dulaglutide (GLP-1 Receptor Agonist) semaglutide (GLP-1 Receptor Agonist) exenatide (GLP-1 Receptor Agonist) Administration Weekly BYDUREON" Injection Weekly Injection Drug Product Weekly Injection trulicity. Daily Pill 6-Month Implant once weekly OZEMPİC semaglutide injection g RYBELSUS semaglutide tablets NPM-119* 14#15Intarcia's ITCA 650 (6-month exenatide implant) may be a relevant value analog for NPM-119 Value of long-term GLP-1 (exenatide) implant externally validated previously 2014 - Intarcia signed ITCA 650 deal with Servier (excluding US + Japan) $171M up-front, $880M milestones, and double-digit royalties Financings valued Intarcia as high as $4.0B (2017) Intarcia's lead program was ITCA 650 2016 - Intarcia filed initial ITCA 650 New Drug Application (NDA) 2017 - FDA issued the first ITCA 650 CRL* (cited manufacturing concerns) 2019 - Intarcia re-submitted ITCA 650 NDA 2020 - FDA issued second ITCA 650 CRL (cited clinical safety and device constituent concerns) 2022 - After multiple dispute resolution actions, FDA denied Intarcia's request for public hearing * CRL: Complete Response Letter -issued by FDA to identify NDA deficiencies 15#16. NPM-119 well-positioned to avoid Intarcia's device technology challenges • FDA has concerns about daily variations in release . Osmotic Pump (Intarcia) Larger Device (4mm x 45mm) Insertion using larger 6-gauge needle NanoPortal™ (NPM) • Minimally fluctuating release profile observed in pre-clinical studies • Smaller Device (2.2mm x 21.5mm) Insertion using smaller 11-gauge needle 16#176-Month NPM-119 Preclinical Proof-of-Concept Achieved Exenatide Plasma Concentration Normalized to 250g Rats (ng/mL) 16 N 30 →-6-Month NPM-119 Prototype (n=6) 60 90 120 Time from initial initiation (days) Implants removed. 150 * Exenatide antibody-positive animals are not included in this data set. **2 of 6 implants are responsible for higher Day 1 exenatide concentrations. Additional optimization ongoing to yield consistent gradual initial PX profiles. 700 600 500 400 300 200 100 Concentration in Plasma 85 kg Human (pg/mL) Exenatide EC 50 17#18NPM-119 Clinical and Regulatory Pathway#19Proposed First in Human Trial: LIBERATE-1 Primary Objectives: Safety/tolerability assessment and full PK characterization Secondary Objective: Evaluate change from baseline in glycemic control (HbA1c) Key Inclusion/Exclusion Criteria T2DM and HbA1c 26.5% and <10.0% . On non-exenatide GLP-1 therapy (discontinued upon enrollment) . May be taking their GLP-1 in combination with up to 2 of the following: metformin, TZD, SGLT-2 inhibitor, or DPP-4 inhibitor Excluded: SU, insulin Randomize NPM-119 Low Dose (N=20) NPM-119 High Dose (N=20) Bydureon BCise 2mg/week (N=20) 12 Weeks T2DM: Type 2 Diabetes Mellitus; TZD: Thiazolidinedione; SGLT-2: Sodium-glucose cotransporter-2; DPP-4: Dipeptidyl peptidase 4; SU: Sulfonylurea 19#20NPM-119 Clinical + Regulatory Development Near-Term Plan Year(s) 2020 4Q2022/102023 2023 . We expect to utilize the 505(b)(2) pathway, which permits submissions to rely, in part, on the safety and effectiveness of a previously approved product, which may potentially result in a more expeditious pathway to FDA approval. . Milestone Progress towards IND-enabling activities: Development of both low dose and high dose versions of NPM-119 to be used in LIBERATE-1 is complete Recent extensive studies have confirmed excellent biocompatibility of NPM-119's device constituent NPM-119 was well tolerated in a preclinical GLP toxicology study GMP production of LIBERATE-1 clinical supplies is underway . Status . FDA Pre-IND Meeting Completed File IND to support Ph 2 (LIBERATE-1) clinical study On-Track Deliver LIBERATE-1 top-line results Projected 20#21Neuromodulation Division ORION II Neurostimulation Implant Technology to Treat Blindness#22Orion II Current Activities and Future Considerations • Initial clinical pilot study at UCLA and Baylor College of Medicine; 3-year data encouraging . Confirming regulatory pathway with FDA • Patient Preference Study - Part one - informs potential adoption; encouraging results obtained • Patient Preference Study - Part two - defines safety endpoints for approval; in preparation • Market Access, Reimbursement and Long-term Support Programs critical for long-term success • New Leadership Team is developing strategic options for advancing Orion II 22#23Vivani Medical, Inc. Financial Information#24Vivani Medical, Inc. Pro-Forma P&L Statement ($ in 000s) For the six months ended June 30, 2022: Net sales Cost of sales Gross profit Total operating expenses Loss from operations Loss per share on a pro forma basis For the year ended December 31, 2021: Net sales Gross profit Total operating expenses Loss from operations Loss per share on a pro forma basis Historical Second Sight 5,345 (5.345) 130 9,063 (8.933) $ NPM 7,995 (7,995) 13,323 (13,323) Pro forma adjustments (1,615) 1.615 2,154 (2.154) $ $ Pro forma combined 11,725 (11,725) (0.23) 130 24,540 (24,410) (0.55) (The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the Exhibit 99.3 included in Form 8-K filed with the SEC on September 2, 2022) 24#25Vivani Medical, Inc. Pro-forma Balance Sheet ($ in 000s) For the Period ending June 30, 2022 Assets Cash and cash equivalents Other assets Total assets Liabilities and Stockholders' equity Current liabilities SAFE Long-term liabilities Total liabilities Stockholders' Equity Common stock and APIC Other comprehensive income Accumulated deficit Total equity Total liabilities and equity Second Sight Historical 56,377 9,272 65,649 2.591 2,591 397,355 (424) (333,873) 63,058 65,649 S NPM Historical 3,450 2,967 6,417 2.905 8,000 328 11,233 62,109 (66,925) (4,816) 6,417 Merger adjustments (1,624) (8,000) (9,624) (984) (8,000) (8,984) (340,080) 424 339,016 (640) (9,624) S Combined pro forma as adjusted 58,203 4,239 62,442 4,512 328 4,840 119,384 (61,782) 57,602 62,442 (The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the Exhibit 99.3 included in Form 8-K filed with the SEC on September 2, 2022) 25#26Vivani Medical, Inc. Post Merger Cap Table As of August 30, 2022 Name Total Shares Outstanding Total Restricted Shares (Locked- up 180 Days) Unrestricted Shares % Total Restricted Shares Common (CS) 50,726,329 21,942,231 28,784,098 43.3% VIVANI MEDICAL, INC Capitalization Table Options Outstanding (1) 4,609,642 2,214,791 2,394,850 48.0% Common Warrants (2) 10,310,539 9,310,573 999,966 90.3% Total Shares, Options & Warrants 65,646,510 33,467,595 32,178,915 51.0% (1) 795K outstanding stock options unvested (2) 2.564M Common Warrants underwater and expire March 2024. 26#27Vivani Medical, Inc. 1 2 3 An innovative, clinical-stage, biopharmaceutical company that develops and manufactures novel, long-term therapeutic implants to treat chronic diseases. Biopharm Division (formerly Nano Precision Medical) develops tiny, drug implants that provide therapeutic levels of medicine over extended periods of time, guaranteeing medication adherence. NPM-119 (6-month GLP-1 implant candidate for Type 2 Diabetes) is Vivani's main focus. Neuromodulation Division (formerly Second Sight Medical Products) develops highly innovative medical implant candidates to treat blindness. Vivani is assessing strategic options for advancing Orion II, a cortical visual prosthesis designed to treat profound blindness. Vivani is well-positioned with new leadership and sufficient capital to support multiple milestones for NPM-119 while assessing strategic options for Orion II. 27

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