UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): March 26, 2021

 

SECOND SIGHT MEDICAL PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

001-36747

02-0692322

(Commission File Number)

(IRS Employer Identification No.)

13170 Telfair Avenue
Sylmar, California 91342

(Address of Principal Executive Offices)

 

(818) 833-5000

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ⎕

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⎕

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

EYES

 

Nasdaq

Warrants

 

EYESW

 

Nasdaq

_____________________________________________________________________________________________ 

 

 

 

 

Item 5.02

Departure of Directors or Certain Officers

 

Following close of the Company’s $27.9 million private placement on March 26, 2021, Matthew Pfeffer stepped down as Acting Chief Executive Officer of the Company, and the board of directors named Scott Dunbar to replace Matthew Pfeffer as acting CEO. Mr. Dunbar has served the Company as Senior Patent Counsel and Compliance Officer for approximately 19 years. Mr. Pfeffer remains on the board as an independent director following the relinquishment of his position, as an interim acting executive officer.   Under NASDAQ rules, an independent director may be employed as an executive officer on an interim basis without disqualifying that director from being considered independent following such employment if that interim employment did not last longer than one year.  

Item 8.01

Other Events

On April 1, 2021, Second Sight Medical Products, Inc. (the “Company”) issued a press release entitled “Second Sight Medical Products Names Scott Dunbar acting CEO”.  The press release is attached to this report on form 8-K as exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

  

(d)

Exhibits.

 

 

99.1

Press Release “Second Sight Medical Products Names Scott Dunbar acting CEO” dated April 1, 2021

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 1, 2021

 

SECOND SIGHT MEDICAL PRODUCTS, INC.

 

/s/ Edward Sedo

By: Edward Sedo

Acting Chief Accounting Officer 

Exhibit 99.1

              

FOR IMMEDIATE RELEASE

 

Second Sight Medical Products Names Scott Dunbar Acting CEO

 

April 1, 2021

Los Angeles, CA – (BUSINESS NEWSWIRE) – April 1, 2021 – Second Sight Medical Products, Inc. (NASDAQ: EYES) (the "Company" or “Second Sight”), a leading developer and marketer of implantable visual prosthetics that are intended to create an artificial form of useful vision for blind individuals, today announced that the Company’s Board of Directors has named Scott Dunbar to replace Matthew Pfeffer as acting Chief Executive Officer (“CEO”). Under Nasdaq rules, an independent director may temporarily be named acting CEO, but such service cannot continue for more than one year.  Accordingly, Mr. Pfeffer has relinquished the role of acting CEO but will remain on the Board as an independent director. Scott Dunbar, Senior Patent Counsel and Compliance Officer, has served the Company for 19 years.  

 

“I want to thank Matt for his leadership during this past year,” said Gregg Williams, Chairman of the Board. “Our focus remains on advancing the Orion program toward providing useful vision to the blind, and I look forward to working with Scott as we pursue that goal,” concluded Williams.

 

About Second Sight Medical Products, Inc.

Second Sight Medical Products, Inc. (Nasdaq: EYES) develops and markets implantable visual prosthetics 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 https://secondsight.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. Examples of forward-looking statements include, among others, statements made in this press release regarding the use of proceeds from the private placement. 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, if any, relating to Second Sight’s 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; and (5) other risks and uncertainties indicated from time to time in Second Sight’s Form 10-K for the year ended December

 

31, 2020, including those under “Risk Factors” therein, and in Second Sight’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak 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 16, 2021. 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.

 

Investor Relations:


Investor Relations:

Lisa M. Wilson, In-Site Communications, Inc.

T: 212-452-2793

E: lwilson@insitecony.com