Item 1.01 Entry into a Material Definitive Agreement.

To the extent required by Item 1.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the "Introductory Note" above and in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.





Lockup Agreements

On the Effective Date, the Company and NPM's directors, officers, and holders of ten percent (10%) or more of the issued and outstanding shares of NPM common stock (the "Locked-Up Persons") entered into lockup agreements pursuant to which the Locked-Up Persons have agreed not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, any shares of Common Stock, received for NPM common stock in the Merger or any securities convertible into or exercisable or exchangeable for Common Stock received in the Merger, until 180 days from the Effective Date (the "Lockup Agreements"). Separately, the Lockup Agreements of Aaron Mendelsohn and Dean Baker each exclude 90,559 shares of Common Stock from the terms of the lockup restrictions. A total of 18,002,685 shares of Common Stock are locked up pursuant to the Lockup Agreements.

The foregoing description of the Lockup Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lockup Agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

To the extent required by Item 2.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the "Introductory Note" above is hereby incorporated by reference into this Item 2.01.

Certain directors of the Company had a pre-existing material relationship with NPM, including those that involved a potential or actual conflict of interests, as described in the section titled "Related Party Transactions Of Directors And Executive Officers Of Second Sight" beginning on page 239 of the Company's proxy statement/prospectus filed with the SEC on June 24, 2022 (the "Prospectus").

Item 5.01 Changes in Control of Registrant.

To the extent required by Item 5.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the "Introductory Note" above is hereby incorporated by reference into this Item 5.01.





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In accordance with the terms of the Merger Agreement, each of the directors of the Company who would not be continuing as a director after the completion of the Merger resigned from the Board of Directors of the Company (the "Board") and any respective committees of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger was reduced to five members, and the Board was reconstituted as follows:

? Gregg Williams, who did not resign

? Dean Baker, who did not resign;

? Alexandra Larson, who did not resign;

? Aaron Mendelsohn, who did not resign; and

? Adam Mendelsohn, who was appointed by the remaining directors.

Adam Mendelsohn was appointed to the Board to serve until the next annual meeting of shareholders at which the members of the Board stand for election or until such director's earlier death, resignation, or removal or until such director's successor is duly elected and qualified.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

To the extent required by Item 5.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the "Introductory Note" above or in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.





Resignation of Directors

Pursuant to the Merger Agreement, immediately prior to and effective upon the Merger, Jonathan Will McGuire and Matthew Pfeffer, resigned from the Board and any respective committees of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices.





Resignation of Officers

Pursuant to the Merger Agreement, immediately prior to and effective upon the Merger, Scott Dunbar, Company's Acting Chief Executive Officer and Edward Sedo, the Company's Acting Chief Accounting Officer, resigned as officers of the Company. Their resignation letters did not contain any statements describing disagreements with the Company related to its operations, policies, or practices, nor did any disagreements lead to their resignations. Messrs. Dunbar and Sedo did not terminate their contractual relationship with the Company other than the aforementioned resignations as officers of the Company.





Appointment of Officers

As of the Effective Time, the Board appointed Adam Mendelsohn, as Chief Executive Officer of the Company, Brigid A. Makes, as Chief Financial Officer of the Company, Truc Le, as Chief Operating Officer of the Company, Donald Dwyer, as Chief Business Officer of the Company, and Lisa Porter, as Chief Medical Officer of the Company. Aaron Mendelsohn is Adam Mendelsohn's father.

The biographies of the aforementioned executive officers are included in the Prospectus in the section titled "Management Following the Merger" beginning on page 228 and are incorporated herein by reference. Information with respect to the compensation of the Company's named executive officers and directors is set forth in the Prospectus in the sections titled "Nano Executive Compensation" beginning on page 236 and "Nano Director Compensation" beginning on page


  238   , and that information is incorporated herein by reference.



                                        4





Election of New Directors

On and as of the Effective Date, the Board appointed Adam Mendelsohn as a director of the Company.

On and as of the Effective Date, the Board appointed its members to join the Audit, Compensation, and Nominating and Corporate Governance Committee, as illustrated in the table below.

Name,
Current       Year First
Position        Became                                                         Nominating
and            Director                           Audit       Compensation   and Governance
Occupation                 Age   Independent    Committee      Committee       Committee
Gregg            2009      63        Yes            ?*             ?          ?, Chairman
Williams,
Director,
Chairman of
the Board
Aaron            1998      71        No
Mendelsohn,
Director
Adam             2022      41        No
Mendelsohn
Director
Dean Baker,      2021      80        Yes       ?, Chairman*   ?, Chairman          ?
Director
Alexandra        2021      42        Yes            ?              ?               ?
Larson,
Director

*Audit Committee Financial Expert

The biographies of Adam Mendelsohn, Dr. Dean Baker, Gregg Williams, and Aaron Mendelsohn are included in the Prospectus in the section titled "Management Following the Merger" beginning on page 228 and are incorporated herein by reference.

Alexandra Larson, JD, MBA: Ms. Larson has been a director at the Company since 2021. Ms. Larson serves as Senior Vice President and General Counsel of Williams International, a privately-held designer and manufacturer of turbine engines in the aerospace and defense industry, since January 2019. Prior to Williams International, from 2013 to January 2019, Ms. Larson was Legal Director and Associate General Counsel at Amcor Rigid Packaging, a division of Amcor, the global NYSE-listed packaging company. Ms. Larson has also served as Corporate Counsel at Compuware Corporation, a formerly-publicly traded company focusing on mainframe software for large businesses, from 2012 to 2013, and Associate in the mergers & acquisitions practice of the global law firm Baker McKenzie, in its New York office, from 2008 to 2012. Ms. Larson has also held roles at the New York Stock Exchange, Enforcement Division, and the United States Department of Justice, Antitrust Division. Ms. Larson is a graduate of the University of Michigan Law School (Ann Arbor), Hamilton College in Clinton, New York, and the University of Tennessee, Knoxville Haslam College of Business's Aerospace & Defense MBA Program. The Board believes Ms. Larson is qualified to serve on the Board due to her legal experience and leadership skills.





Indemnification Agreement

On the Closing Date, the following officers and directors entered into the Company's standard form of indemnification agreement with the Company the description of which is hereby incorporated by reference to the Prospectus: Adam Mendelsohn, Don Dwyer, Brigid A. Makes, Truc Le, and Lisa Porter.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required by Item 5.03 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the "Introductory Note" above is incorporated by reference herein.





                                        5

Item 7.01 Regulation FD Disclosure.

On the Closing Date, the Company issued a press release announcing, among other things, the closing of the Merger and its intent to voluntarily delist its warrants from Nasdaq. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited financial statements of NPM as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and December 31, 2020 and the related notes included in the Prospectus beginning on page F-B-2 are incorporated herein by reference.

The unaudited condensed consolidated financial statements of NPM as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 and the related notes are set forth herein as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2022, and for the year ended December 31, 2021 is set forth herein as Exhibit 99.3 and is incorporated herein by reference.





(d) Exhibits.


Exhibit No.    Description


  2.1            Merger Agreement, dated February 4, 2022, between Registrant and
               Nano Precision Medical, Inc. (incorporated by reference to
               registrant's current report on Form 8-K filed with the Securities
               and Exchange Commission on February 8, 2022)

  2.2            Waiver of Available Cash Requirement to the Merger Agreement
               dated June 15, 2022 (incorporated by reference to registrant's
               Current Report on Form 8-K filed with the Securities and Exchange
               Commission on June 21, 2022)

  2.3*           Waiver of SHA Termination Closing Condition dated August 30,
               2022

  3.1*           Certificate of Amendment, filed August 25, 2022, and effective
               August 30, 2022 changing the name of the Company to "Vivani
               Medical, Inc."

  10.1           Form of Lock-Up Agreement (incorporated by reference to the
               registrant's proxy statement/prospectus on Form S-4, file no.
               333-264959, originally filed with the Securities and Exchange
               Commission on May 13, 2022)

  99.1*          Press Release, dated August 30, 2022

  99.2*          The unaudited condensed consolidated financial statements of NPM
               as of June 30, 2022 and for the three and six months ended June 30,
               2022 and 2021

  99.3*          The unaudited pro forma condensed combined financial information
               as of and for the six months ended June 30, 2022, and the year
               ended December 31, 2021


104*           The cover page of this Current Report on Form 8-K, formatted in
               Inline XBRL



*  Filed or furnished herewith




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