Item
8.01 Other Events
Announcement
of Underwritten Public Offering
On
June 22, 2021, Second Sight Medical Products, Inc, (the “Company”) issued a press release announcing that it intends
to offer to sell shares of its common stock in an underwritten public offering pursuant to a shelf registration statement on Form
S-3 (File No. 333-256904), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 8, 2021 and declared effective on June 14, 2021.
All
of the shares of common stock are to be sold by the Company. The offering is subject to market conditions and the press release
recited that no assurance could be given as to whether or when the offering may be completed, or as to the actual size or terms
of the offering.
Pricing
of Underwritten Public Offering Press Release
On
June 22, 2021, Second Sight Medical Products, Inc, (the “Company”) issued a further press release announcing the pricing
of its underwritten public offering of 10,000,000 shares of its common stock at a public offering price of $5.00 per share, pursuant
to a shelf registration statement on Form S-3 (File No. 333-256904), including a base prospectus, filed with the U.S. Securities and
Exchange Commission (the “SEC”) on June 8, 2021 and declared effective on June 14, 2021.The offering will yield gross
proceeds to the Company of $50 million ($57.5 million if overallotment option described below is fully exercised by the underwriter)
before deducting underwriting discounts, commissions and other offering expenses,
The
Company has granted the underwriters a 45-day option to purchase up to an additional 1,500,000 shares of common stock, solely
to cover over-allotments. All of the shares of common stock are being offered by the Company.
The
offering is expected to close on June 25, 2021, subject to satisfaction of customary closing conditions. ThinkEquity, a division
of Fordham Financial Management, Inc., is acting as sole book-running manager for the offering. The Company intends to use the
net proceeds from the offering primarily for development of the Orion device and general corporate purposes.
Copies
of press releases entitled “Second Sight Medical Products Announces Proposed Public Offering of Common Stock” and
“Second Sight Medical Products Announces Pricing of Public Offering” are attached respectively as Exhibits 99.1 and
99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
* * *
Non-Solicitation
The
press releases attached to this Report do not constitute a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transactions. The press releases attached to this Report also do not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall 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 the registration or qualification under
the securities laws of any such state or other jurisdiction. No offering of securities will be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.