Second Sight Medical Products, Inc. Announces Record Date, Subscription Pricing, Expiration Date for Rights Offering & Effect...
February 06 2017 - 7:13AM
Business Wire
Second Sight Medical Products, Inc. (Nasdaq:EYES),
("Second Sight" or "the Company"), a developer, manufacturer and
marketer of implantable visual prosthetics to provide some useful
vision to blind patients, today announced that it has set 5:00 p.m.
Eastern Time on February 10, 2017 as the record date for its
upcoming rights offering. Second Sight intends to issue
non-transferable subscription rights to purchase units, composed of
a share of Second Sight common stock and a five-year warrant to
purchase an additional share of common stock, to holders of Second
Sight’s common stock on the record date. The subscription rights
will expire if they are not exercised by 5:00 p.m. Eastern Time on
March 6, 2017. Second Sight may, in its sole discretion, extend the
rights offering for additional periods and may cancel the rights
offering at any time or for any reason prior to the expiration
date. Once made, all exercises of subscription rights are
irrevocable.
Under the rights offering, the Company will distribute one
non-transferable subscription right for each share of common stock
held on the record date. Each right will entitle the holder to
invest $0.47 toward the purchase of units, each such unit, composed
of one share of common stock and a warrant to purchase common
stock, at a subscription price that is the lesser of $2.00 or the
closing price per share of our common stock on Nasdaq on March 6,
2017, the close of the subscription period. The five-year warrant
will entitle the holder to purchase one share of common stock, at
an exercise price that is equal to the subscription price from the
date of issuance through the warrant expiration date. Second Sight
has applied to list the warrants on Nasdaq under the trading symbol
of “EYESW,” although no assurance can be given that a sufficient
number of subscription rights will be exercised so that the
warrants will meet the minimum listing criteria to be accepted for
listing on Nasdaq. The warrants may be redeemable, in whole and not
in part, at a price of $0.01 per Warrant, at any time after their
two year anniversary of issuance, upon not less than 30 days’ prior
written notice of redemption to each warrant holder, provided that,
(i) the closing price of the common stock equals or exceeds 200% of
the Subscription Price, subject to adjustment, per share, for 15
consecutive trading days and (ii) all of our independent directors
vote in favor of warrants redemption. Holders will be able to sell
or exercise their Warrants prior to any such announced redemption
date.
Holders who fully exercise their basic subscription rights will
be entitled, if available, to subscribe for additional units that
are not purchased by other shareholders, on a pro rata basis and
subject to ownership limitations.
Second Sight plans to use the proceeds from the rights offering
to fund ongoing development that will improve performance of Argus®
II, and to expand markets to better-sighted RP patients. In
addition the Company plans to continue funding the ongoing
development of the Orion I visual prosthesis, and continue funding
the ongoing clinical study of Argus II in patients with AMD. The
financing, if fully subscribed, is also expected to provide for
other operating and general corporate purposes.
As soon as practicable following the record date, the Company
intends to mail to shareholders of record on the record date a
prospectus and related documents for use in exercising subscription
rights.
Questions about the rights offering and requests for copies of
the prospectus relating to the rights offering may be directed to
Broadridge, Inc., the Company’s information agent for the rights
offering, by calling (855) 793-5068 (toll-free) or emailing
shareholder@broadridge.com.
The rights offering will be made only by means of a prospectus
filed with the Securities and Exchange Commission as part of the
registration statement relating to the rights offering. That
registration statement was declared effective on Friday, February
3, 2017. This press release does not constitute an offer to sell or
the solicitation of an offer to buy these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About the Argus II Retinal Prosthesis System
Second Sight's Argus II System provides electrical stimulation
that bypasses the defunct retinal cells and stimulates remaining
viable cells inducing visual perception in individuals with severe
to profound Retinitis Pigmentosa. The Argus II works by converting
images captured by a miniature video camera mounted on the
patient's glasses into a series of small electrical pulses, which
are transmitted wirelessly to an array of electrodes implanted on
the surface of the retina. These pulses are intended to stimulate
the retina's remaining cells, resulting in the perception of
patterns of light in the brain. The patient then learns to
interpret these visual patterns, thereby regaining some visual
function. The Argus II is the first artificial retina to receive
widespread approval, and is offered at approved centers in Canada,
France, Germany, Italy, Saudi Arabia, Spain, Turkey, United
Kingdom, and the U.S.
About Second Sight
Second Sight's mission is to develop, manufacture and market
innovative implantable visual prosthetics to enable blind
individuals to achieve greater independence. Second Sight has
developed and manufactures the Argus II Retinal Prosthesis System.
Second Sight is currently underway in a trial to test the safety
and utility of the Argus II in individuals with Dry Age-Related
Macular Degeneration. Second Sight is also developing the
Orion™ I Visual Cortical Prosthesis to restore some vision to
individuals who are blind due to causes other than preventable or
treatable conditions. U.S. Headquarters are in Sylmar, California,
and European Headquarters are in Lausanne, Switzerland. For more
information, visit www.secondsight.com.
Safe Harbor
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange and Exchange
Act of 1934, as amended, which are intended to be covered by the
"safe harbor" created by those sections. All statements in this
release that are not based on historical fact are "forward looking
statements." These statements may be identified by words such as
"estimates," "anticipates," "projects," "plans," or "planned,"
"seeks," "may," "will," "expects," "intends," "believes," "should"
and similar expressions or the negative versions thereof and which
also may be identified by their context. All statements that
address operating performance or events or developments that Second
Sight expects or anticipates will occur in the future are
forward-looking statements. While management has based any forward
looking statements included in this release on its current
expectations, the information on which such expectations were based
may change. Forward-looking statements involve inherent risks and
uncertainties which could cause actual results to differ materially
from those in the forward-looking statements, as a result of
various factors including those risks and uncertainties described
in the Risk Factors and in Management's Discussion and Analysis of
Financial Condition and Results of Operations sections of our
Annual Report on Form 10-K as filed on March 11, 2016, as
amended on August 8, 2016, and our other reports filed from
time to time with the Securities and Exchange Commission. We
urge you to consider those risks and uncertainties in evaluating
our forward-looking statements. We caution readers not to place
undue reliance upon any such forward-looking statements, which
speak only as of the date made. Except as otherwise required by the
federal securities laws, we disclaim any obligation or undertaking
to publicly release any updates or revisions to any forward-looking
statement contained herein (or elsewhere) to reflect any change in
our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
You should however review additional disclosures we make in our
registration statement on Form S-1 for this offering that has been
filed with the Securities and Exchange Commission.
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Investor Relations:Institutional InvestorsIn-Site
Communications, Inc.Lisa Wilson,
212-452-2793Presidentlwilson@insitecony.comorIndividual InvestorsMZ
North AmericaGreg Falesnik, 949-385-6449Managing
Directorgreg.falesnik@mzgroup.us
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