UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 7, 2022
SECOND
SIGHT MEDICAL PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
| California |
|
001-36747 |
|
02-0692322 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| |
|
| |
|
13170
Telfair Ave
Sylmar,
California |
|
91342 |
| |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (818) 833-5000
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| |
|
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock
Warrants |
|
EYES
EYESW |
|
Nasdaq
Nasdaq |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
June 7, 2022, Second Sight Medical Products, Inc. (the “Company”) notified certain warrant holders that June 20, 2022 is
set as the record date of the shareholder meeting to vote on a fundamental transaction. A copy of the notice is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Forward-Looking
Statements
Statements
contained in Exhibit 99.1 that are not historical facts may be considered forward-looking statements under federal securities laws and
may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,”
“should,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the proposed
Merger and transactions contemplated by the propped Merger, any amendment by the Company to the record date, and delivery of any notice
relating to the record date. Such forward-looking statements are based on the current beliefs of the Company’s and Nano Precision
Medical, Inc. (“NPM”)’s respective management as well as assumptions made by and information currently available to
them, which are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Actual outcomes
and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: the occurrence
of any event, change or other circumstances that could give rise to the termination of the Merger Agreement (as defined in Exhibit 99.1);
the inability to obtain Company’s or NPM’s respective shareholder approval or the failure to satisfy other conditions to
completion of the proposed Merger on a timely basis or at all; risks that the proposed Merger disrupts each company’s current plans
and operations; the diversion of the attention of the respective management teams of Company and NPM from their respective ongoing business
operations; the ability of either Company, NPM, or the combined company to retain key personnel; the ability to realize the benefits
of the proposed Merger; the ability to successfully integrate NPM’s business with Company’s business or to integrate the
businesses within the anticipated timeframe; the outcome of any legal proceedings that may be instituted against Company, NPM, or others
following announcement of the proposed Merger; the amount of the costs, fees, expenses and charges related to the proposed Merger; the
uncertainty of the impact of the COVID-19 pandemic and measures taken in response thereto; the effect of economic, market, or business
conditions, including competition, consumer demand and the discretionary spending patterns of customers, or changes in such conditions,
have on Company’s, NPM’s and the combined company’s operations, revenue, cash flow, operating expenses, employee hiring
and retention, relationships with business partners, customer engagement, and retention and growth; the impact of changes in interest
rates by the Federal Reserve and other central banks; the impact of potential inflation; and risks relating to the market value of Company’s
common stock to be issued in the proposed Merger.
Other
important factors and information are contained in Company’s most recent Annual Report on Form 10-K, including the risks summarized
in the section entitled “Risk Factors,” Company’s most recent Quarterly Report on Form 10-Q, and Company’s other
filings with the Securities and Exchange Commission (the “SEC”), which can be accessed at www.sec.gov. All forward-looking
statements in Exhibit 99.1 are qualified by these cautionary statements and apply only as of the date they are made. Neither Company
nor NPM undertakes any obligation to update any forward-looking statement, whether as a result of new information, future events, or
otherwise.
Additional
Information and Where to Find It
This
communication relates to a proposed business combination of Company and NPM that is the subject of a registration statement on Form S-4
filed by the Company with the SEC, which includes a proxy statement/prospectus. The registration statement on Form S-4, including the
proxy statement/prospectus, provides full details of the proposed Merger and the attendant benefits and risks. This communication is
not a substitute for the Registration Statement on Form S-4, including the proxy statement/prospectus, or any other document that Company
may file with the SEC or send to their respective shareholders in connection with the proposed Merger. Investors and security holders
are urged to read the registration statement on Form S-4, including the definitive proxy statement/prospectus, and all other relevant
documents filed with the SEC or sent to Company’s or NPM’s shareholders because they contain important information about
the proposed Merger. All documents are available free of charge at the SEC’s website (www.sec.gov). You may also obtain these documents
by contacting Company’s Investor Relations department at investors@secondsight.com.
No
Offer or Solicitation
This
communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell,
the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Participants
in the Solicitation
The
Company and its respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection
with the proposed business combination. Information about the Company’s directors and executive officers is available in the Company’s
Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2021. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the
registration statement on Form S-4, including the proxy statement/prospectus, and all other relevant materials to be filed with the SEC
regarding the proposed Merger when they become available. Investors should read the registration statement on Form S-4, including the
proxy statement/prospectus carefully before making any voting or investment decisions.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SECOND
SIGHT MEDICAL PRODUCTS, INC. |
| |
|
| Date:
June 7, 2022 |
By: |
/s/
Scott Dunbar |
| |
|
Scott
Dunbar |
| |
|
Acting
Chief Executive Officer |
