SECOND SIGHT MEDICAL PRODUCTS, INC. (NASDAQ:EYES) Files An 8-K Entry into a Material Definitive Agreement
Item 3.02. Entry into a Material Definitive Agreement.
Second Sight Medical Products, Inc. (the “Company”) entered into a Securities Purchase Agreement effective December 12, 2018, with entities beneficially owned by Gregg Williams, Chairman of the Board of Directors of the Company, (collectively, the “Purchasers”) for the purchase of 3,275,100 shares of common stock priced at $0.916 per share (the “Shares”), the last reported sale price of the common stock on the effective date. This placement of common stock will result in gross proceeds of approximately $3 million to the Company. No warrants or discounts were provided and no placement agent or investment banking fees were incurred in connection with this transaction. After this transaction, entities beneficially owned by Mr. Williams hold approximately 47.49% of the common outstanding shares of the Company and approximately 51.79% of the common outstanding shares including shares that may be acquired upon exercise of common stock warrants.
The Shares will be issued to an exemption from registration under Rule 506 of Regulation D, which is promulgated under the Securities Act of 1933 (the “Securities Act”). The Company relied on this exemption from registration based in part on representations made by the Purchasers.
The Shares have not been registered under the Securities Act or any state securities laws. The Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto are an offer to sell or the solicitation of an offer to buy the Shares described herein.
The above description of principal terms of the Securities Purchase Agreement is qualified in its entirety by reference to that agreement attached hereto as Exhibit 10.1.
Item 3.02. Unregistered Sales of Equity Securities. to the private placement described in Item 3.02 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, the Companyhas agreed to sell the Shares toan“accredited investor,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The investor represented that he isacquiring the Shares for investment only and not with a view towards, or for, resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.
Item 3.02. Other Events.
On December 14, 2018, the Company issued a press release titled “Second Sight Completes $3 million Private Placement of Common Stock with Gregg Williams, Chairman of the Board of Directors.” A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 3.02. Financial Statements and Exhibits.
(d)Exhibits.
SIGNATURES
SECOND SIGHT MEDICAL PRODUCTS INC Exhibit
EX-10.1 2 ex_131617.htm EXHIBIT 10.1 ex_131617.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 12,…
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About SECOND SIGHT MEDICAL PRODUCTS, INC. (NASDAQ:EYES)
Second Sight Medical Products, Inc. is engaged in developing, manufacturing and marketing prosthetic devices that restore vision to blind individuals. The Company’s product, the Argus II System, treats outer retinal degenerations, such as retinitis pigmentosa (RP). The Argus II System provides an artificial form of vision that differs from the vision of people with normal sight. It does not restore normal vision and it does not slow or reverse the progression of the disease. The Company’s Argus II System employs electrical stimulation to bypass degenerated photoreceptor cells and to stimulate remaining viable retinal cells thereby inducing visual perception in blind individuals. The Argus II System works by converting video images captured by a miniature camera housed in a patient’s glasses into a series of small electrical pulses that are transmitted wirelessly to an array of electrodes that are implanted on the surface of the retina.
