Nano Precision Medical, Inc. entered into term sheet to acquire Second Sight Medical Products, Inc. (NasdaqCM:EYES) for approximately $180 million in a reverse merger transaction on December 31, 2021. Nano Precision Medical, Inc. entered into a definitive agreement to acquire Second Sight Medical Products, Inc. in a reverse merger transaction on February 4, 2022. The securities of Nano Precision Medical, Inc. will be converted into the right to receive an aggregate of approximately 134.35 million of shares of Second Sight's common stock representing approximately 77.32% of the total issued and outstanding shares of common stock of Second Sight on a fully converted basis, including, without limitation, giving effect to the conversion of all options, warrants, and any and all other convertible securities. If the Merger Agreement is terminated by NPM by reason that the aggregate amount of cash, cash equivalents, and marketable securities of Second Sight and Merger Sub, less amounts of any advances made to NPM, as of immediately prior to the closing of the Merger is less than $64 million, then Second Sight will be obligated to pay to the NPM the sum of $1 million in cash, within 30 days after the termination of the Merger Agreement. In the event, this Agreement is terminated by NPM as a result of an adverse change in the recommendation of Second Sight's Board or entering certain competing acquisition arrangements by Second Sight, Second Sight will be obligated to pay a termination fee of $5 million within 30 days after such termination. Analogously, in the event, this Agreement is terminated by Second Sight as a result of entering certain competing acquisition arrangements by NPM, the latter will be obligated to pay a termination fee of $5 million within 30 days after such termination. Upon completion of the Merger and subject to shareholder approval, Second Sight will change its name to Vivani Medical, Inc. and change its trading symbol as NPM requests in writing following consultation with Nasdaq.

Upon closing of the transaction, the combined company will be under the leadership of NPM's co-founder, Chief Executive Officer and Chairman, Adam Mendelsohn, Ph.D. It is anticipated that at and immediately after the Effective Time, the Board will be comprised of five (5) directors, consisting of Adam Mendelsohn, Aaron Mendelsohn, Dean Baker, Gregg Williams, and Alexandra Larson. It is further anticipated, following the consummation of the Merger, Adam Mendelsohn will serve as chief executive officer of the combined company, and Brigid Makes will serve as chief financial officer. Adam Mendelsohn is the son of Aaron Mendelsohn. Second Sight shareholders will acquire approximately 23% equity of the combined company.

The transaction has been unanimously approved by the board of directors of Second Sight and the board of directors of NPM. The consummation of the Merger is subject to certain conditions, including (i) the approval and adoption of the Merger Agreement and the transactions contemplated therein by NPM shareholders, (ii) the approval of the issuance of the Merger Shares and other aforementioned proposals by the Second Sight's shareholders, (iii) the effectiveness of the Registration Statement, (iv) no material adverse effect, (v) Second Sight's receipt of an opinion of a reputable financial adviser of national standing that based upon and subject to the qualifications and assumptions set forth therein, the issuance of the Merger Shares is fair, from a financial point of view, to Second Sight's shareholders, (vi) execution of certain lock-up agreements by the management and certain shareholders of NPM, and (vii) other customary conditions. A special committee of the Board of Directors of SSMP, by unanimous vote of all members of such committee participating in the vote, has (i) determined that the Merger is advisable and in the best interests of SSMP and its stockholders, (ii) approved this Agreement, the Merger, the issuance of shares of SSMP Common Stock to the stockholders of Nano Precision Medical, Inc. pursuant to the terms of this Agreement, and the other actions contemplated by this Agreement, and (iii) determined to recommend that the stockholders of SSMP vote to approve the issuance of shares of SSMP Common Stock to the stockholders of Nano Precision Medical, Inc. pursuant to the terms of this Agreement, and such other actions as contemplated by this Agreement. On June 15, 2015, NPM granted a waiver to Second Sight Medical Products in connection with the Merger Agreement (the “Waiver”). The Waiver has the effect of an amendment to the Merger Agreement decreasing the available cash requirement under the Merger Agreement to $63 million (less the amount of any advance made by the Company to NPM for working capital). The annual meeting of shareholders of Second Sight Medical to be held on July 27, 2022 to approve the transaction. The transaction has been approved by the shareholders of Second Sight Medical Products at its annual meeting held on July 27, 2022. The transaction is expected to close in the second/third quarter of 2022. As of July 29, 2022, the transaction is anticipated to close in the latter part of August 2022.

Philip von Mehren of Venable LLP acted as legal advisor to Second Sight Medical Products, Inc. Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe LLP acted as legal advisor to Nano Precision Medical, Inc. ThinkEquity is serving as financial advisor to Second Sight in connection with the merger. Morrow Sodali LLC acted as information agent to Second Sight. Second Sight will pay the fees of Morrow Sodali LLC, which Second Sight expects to be approximately $15,000, plus reimbursement of out-of-pocket expenses. Pursuant to the engagement letter between ThinkEquity and Second Sight, ThinkEquity was paid an initial opinion fee aggregating $260,000 and received an additional opinion fee of $100,000 following delivery of its fairness opinion. ThinkEquity is also acting as the exclusive financial advisor to Second Sight in connection with the Merger and will receive a transaction fee of $300,000 as well as a right to serve as investment bank to Second Sight in connection with future transactions, which are contingent upon consummation of the Merger. VStock Transfer, LLC acted as transfer agent to Second Sight.

Nano Precision Medical, Inc. completed the acquisition of Second Sight Medical Products, Inc. (NasdaqCM:EYES) in a reverse merger transaction on August 30, 2022. In connection with the merger, Second Sight changed its name to Vivani Medical, Inc. (“Vivani”) and its common stock will trade on The Nasdaq Capital Market under the symbol “VANI”.