Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 29 2022 - 9:08AM
Edgar (US Regulatory)
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): July 27, 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 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2022 Annual Meeting of Shareholders
of Second Sight Medical Products Inc. (“Second Sight” or “Company”) was held on July 27, 2022 (the “Annual
Meeting”). Holders of 27,621,649 shares of Second Sight’s common stock were represented at the meeting in person or by proxy,
constituting a quorum. The following are the voting results on each matter submitted to the shareholders of Second Sight at the annual
meeting.
Proposal 1: A proposal to approve the transactions
contemplated by the Agreement and Plan of Merger, dated February 4, 2022, by and between the Company and Nano Precision Medical, Inc.,
a California corporation (“NPM”), pursuant to which NPM will merge with and into NPM Acquisition Corp., a California corporation
and a wholly-owned subsidiary of the Company, with NPM surviving as a wholly-owned subsidiary of the Company was approved as set forth
below:
Votes
For |
Votes
Against |
Votes
Abstained |
Broker
Non-Votes |
20,025,356 |
420,406 |
157,720 |
7,018,166 |
Proposal 2: A proposal to amend the Company’s
Restated Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock, within a range, as
determined by the Company’s board of directors, of one (1) new share for every two (2) to ten (10) (or any number in between) shares
outstanding was approved as set forth below:
Votes
For |
Votes
Against |
Votes
Abstained |
Broker
Non-Votes |
25,461,881 |
1,946,693 |
213,074 |
N/A |
Proposal 3: A proposal to amend the Company’s
Restated Articles of Incorporation, as amended, to effect the change of name of the Company to “Vivani Medical, Inc.” was
approved as set forth below:
Votes
For |
Votes
Against |
Votes
Abstained |
Broker
Non-Votes |
26,729,124 |
589,489 |
303,035 |
N/A |
Proposal
4: The shareholders elected each of the six director nominees to the Board of Directors of the Company to serve until the
2023 Annual Meeting of Shareholders or until their successors have been duly elected and qualified, as follows:
Name |
Votes
For |
Votes
Withheld |
Broker
Non-Votes |
Gregg
Williams |
18,908,597 |
1,694,885 |
7,018,166 |
Aaron
Mendelsohn |
19,915,717 |
687,765 |
7,018,166 |
Jonathan
Will McGuire |
19,916,497 |
686,985 |
7,018,166 |
Matthew
Pfeffer |
19,937,903 |
665,579 |
7,018,166 |
Dean
Baker |
18,832,943 |
1,770,539 |
7,018,166 |
Alexandra
Larson |
19,002,513 |
1,600,969 |
7,018,166 |
Proposal
5: The shareholders approved the Second Sight 2022 Omnibus Plan (the “Second Sight 2022 Plan”), as follows:
Votes
For |
Votes
Against |
Votes
Abstained |
Broker
Non-Votes |
18,899,357 |
1,131,344 |
572,780 |
7,018,166 |
Proposal 6: The shareholders, on an advisory
basis, ratified the appointment of BPM, LLP. as Second Sight’s independent registered public accounting firm for the fiscal year
ending December 31, 2022, as follows:
Votes
For |
Votes
Against |
Votes
Abstained |
Broker
Non-Votes |
27,173,462 |
293,238 |
154,948 |
N/A |
Proposal 7: A proposal to consider and vote
upon an adjournment of the Annual Meeting to solicit additional proxies if there were not sufficient votes in favor of the foregoing proposals
was not called to a vote because there were sufficient votes in favor of the foregoing proposals.
On
July 29, 2022, the Company issued a press release entitled “Second Sight Medical Products Announces Shareholder Approval for
its Merger with Nano Precision Medical and other Results of its 2022 Annual Meeting”. The
press release is attached to this report on Form 8-K as Exhibit 99.1.
Item
9.01 |
Financial
Statements and Exhibits. |
104 |
The
cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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:
July 29, 2022 |
By: |
/s/
Scott Dunbar |
|
|
Scott
Dunbar |
|
|
Acting
Chief Executive Officer |
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