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.
Exhibit No. Description
99.1 Notice of Record Date for Shareholder Vote on Fundamental
Transaction.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
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