Second Sight to change its name to Vivani
Medical, Inc.
Second Sight Medical Products, Inc. (NASDAQ: EYES) (the
“Company” or “Second Sight”), a leading developer of implantable
visual prosthetics that are intended to create an artificial form
of useful vision for blind individuals, today announced results of
its annual meeting held on July 27, 2022, where the quorum was
present. The formal results of the vote are included in a Current
Report on Form 8-K filed by the Company with the Securities and
Exchange Commission.
At the annual meeting, the shareholders voted on seven
proposals: (1) approving the merger agreement with Nano Precision
Medical, Inc. (“NPM”) and the transactions contemplated thereby,
including the merger, the issuance of new shares, and change of
control resulting from the merger, (2) approving a reverse stock
split in a range, as determined by the Company’s Board of
Directors, of 1:2 to 1:10, (3) changing the Company’s name to
Vivani Medical, Inc., (4) electing six members of the Board of
Directors, (5) approving the 2022 Omnibus Plan, (6) ratifying the
appointment of BPM, LLP as Second Sight’s independent registered
public accounting firm for 2022, (7) considering and voting upon an
adjournment of the Second Sight annual meeting, if necessary, to
solicit additional proxies if there are not sufficient votes in
favor of the foregoing proposals. The Board of Directors of the
Company unanimously approved each of the Proposals and recommended
that the shareholders approve each of the Proposals up for vote at
the meeting. The results are:
Proposal 1: the shareholders
approved the Merger Agreement and thereby approved the transactions
contemplated thereby, including the merger, the issuance of the
merger shares, and the change of control resulting from the merger,
as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
20,025,356
420,406
157,720
7,018,166
Proposal 2: the shareholders
approved an amendment to the Second Sight Restated Articles of
Incorporation, as amended, to effect a reverse stock split of
Second Sight’s common stock, within a range, as determined by
Second Sight’s board of directors, of one new share for every 2 to
10 (or any number in between) shares outstanding, as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
25,461,881
1,946,693
213,074
N/A
Proposal 3: the shareholders
approved an amendment to the Second Sight Restated Articles of
Incorporation, as amended, to effect the change of name of Second
Sight to “Vivani Medical, Inc.”, as follows:
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, 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 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
Scott Dunbar, acting Chief Executive Officer stated, “These are
exciting times for Second Sight as we welcome the Nano Precision
Medical team. For those who don’t know, Nano Precision Medical,
Inc. is a biopharmaceutical business which develops miniaturized
subdermal implants utilizing its proprietary NanoPortal™ technology
to enable long-term, near constant-rate delivery of a broad range
of medicines to treat chronic diseases. These new drug implants are
designed to address medication non-adherence, a major contributor
to poor clinical outcomes in patients. NPM is planning to initiate
a First-In-Human study with its lead asset, NPM-119, an exenatide
implant for the long-term treatment of patients with Type II
diabetes by the end of this year.”
“For Second Sight, our early feasibility trial of Orion
continues, now in its fourth year. While a few participants
discontinued the study due to medical reasons unrelated to Orion,
we are seeing encouraging results in the remaining study subjects.
When we complete the merger, which we anticipate will be in the
latter part of August or as soon as practicable thereafter, we look
forward to working with the new leadership team and remain
committed to identifying and executing strategies to bring the
Orion opportunity to the many potential patients who could benefit
from this innovative technology,” concluded Mr. Dunbar.
About Second Sight Medical Products, Inc.
Second Sight Medical Products, Inc. (Nasdaq: EYES) develops
implantable visual prostheses that are intended to deliver useful
artificial vision to blind individuals. A recognized global leader
in neuromodulation devices for blindness, the Company is committed
to developing new technologies to treat the broadest population of
sight-impaired individuals. The Company’s headquarters are in Los
Angeles, California. More information is available at
secondsight.com.
About Nano Precision Medical Products, Inc.
Nano Precision Medical, Inc. is a privately held
biopharmaceutical company developing drug implants by leveraging
the company’s proprietary NanoPortal drug implant technology. These
drug implants, designed to deliver minimally fluctuating drug
profiles, will address drug non-adherence which is one of the top
reasons for sub-optimal clinical benefit associated with oral and
injectable products that treat chronic disease. The company’s lead
product, NPM-119, is a GLP-1 receptor agonist under development to
treat patients with Type 2 diabetes. The company’s headquarters are
in Emeryville, California. More information is available at
www.nanoprecisionmedical.com.
Safe Harbor
This press release contains certain “forward-looking statements”
within the meaning of the “safe harbor” provisions of the US
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “target,” “believe,”
“expect,” “will,” “may,” “anticipate,” “estimate,” “would,”
“positioned,” “future,” and other similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead,
they are based only on Second Sight’s current beliefs, expectations
and assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) legal claims or proceedings relating to Second
Sight’s termination of the Memorandum of Understanding with Pixium
Vision and costs relating thereto; (2) changes in applicable laws
or regulations; (3) the possibility that Second Sight may be
adversely affected by other economic, business, and/or competitive
factors; (4) the impact of COVID-19 on Second Sight’s business; (5)
the possibility that the merger may not be completed for any
reason; and (6) various other risks and uncertainties. Some of
these risks and uncertainties may in the future be amplified by the
COVID-19 outbreak, including subvariants thereof and there may be
additional risks that Second Sight considers immaterial or which
are unknown. A further list and description of risks and
uncertainties can be found in Second Sight’s 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, and 10-Q filed on
May 16, 2022, and as thereafter amended. Any forward-looking
statement made by us in this press release is based only on
information currently available to Second Sight and speaks only as
of the date on which it is made. Second Sight undertakes no
obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise, except as required by law.
Disclaimer
This press release relates to a proposed business combination
between the Company and NPM. This document does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Additional Information and Where to Find It
This communication, among other things, relates to a proposed
business combination of the Company and NPM. The Company filed the
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), which included a document that serves as a
prospectus and proxy statement of the Company. The SEC declared the
registration statement effective on June 24, 2022, and the proxy
statement/prospectus was first mailed to shareholders of the
Company on or about June 29, 2022. The proxy statement/prospectus
described above contains important information about the Company,
NPM, the proposed merger, and related matters. This communication
is not a substitute for the proxy statement/prospectus described
above. Investors and securityholders are urged to carefully read
the proxy statement/prospectus and all other relevant documents
filed by the Company with the SEC because they contain important
information about the merger and related matters. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220729005100/en/
Company Contact: Scott Dunbar Acting CEO
investors@secondsight.com (818) 833-5000
Investor Relations Contact: Dave Gentry RedChip Companies
Inc. 1-800-RED-CHIP (733-2447) Or 407-491-4498 Dave@redchip.com
Second Sight Medical Pro... (NASDAQ:EYES)
Historical Stock Chart
From Dec 2024 to Jan 2025
Second Sight Medical Pro... (NASDAQ:EYES)
Historical Stock Chart
From Jan 2024 to Jan 2025