Item 1.01
Entry into a Material Definitive Agreement.
On
June 22, 2021, Second Sight Medical Products, Inc. (“Second Sight” or the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., as representative
of the underwriters (the “Representative”), pursuant to which the Company agreed to sell to the underwriters in a
firm commitment underwritten public offering (the “Offering”) an aggregate of 10,000,000 shares of common stock, no
par value per share (the “Shares”), with an over-allotment option to purchase up to additional 1,500,000 Shares (the
“Over-Allotment Shares”) at a price of $5.00 per share.
The
Offering closed on June 25, 2021. The gross proceeds to the Company from the Offering including from sale of Over-Allotment Shares
were approximately $57.5 million before deducting underwriting discounts and commissions and estimated Offering expenses payable
by the Company.
The
Offering was registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-256904)
(the “Registration Statement”) and the related base prospectus included in the Registration Statement filed with the
U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2021 and declared effective on June 14, 2021, as supplemented
by the preliminary prospectus supplement dated June 22, 2021 (the “Preliminary Prospectus Supplement”) and the final
prospectus supplement dated June 22, 2021 (collectively, the “Prospectus Supplement”). The legal opinion and consent
of Law Offices of Aaron A. Grunfeld & Associates addressing the validity of the Company’s securities sold in the Offering
is filed as Exhibit 5.1 hereto and is incorporated into the Registration Statement,
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions.
The
underwriters received discounts and commissions of 7.0% of the gross cash proceeds received by the Company from the sale of the
Shares in the Offering.
The
Company’s total expenses of this Offering, which will be payable by us, excluding the underwriters’ discounts and
commissions, will be approximately $125,000. The Company intends
to use the net proceeds primarily for developing of its Orion technology and general corporate
purposes.
The
Company’s executive officers, directors and 5% or greater shareholders (collectively, the “Affiliates”) have
entered into 30-day Lock-Up Agreements with the Representative pursuant to which they have agreed not to sell, transfer, assign
or otherwise dispose of the shares of the Company’s common stock owned by them, subject to certain exclusions as set forth
therein. The forms of Lock-Up Agreements executed by the Company’s executive officers, directors and 5% or greater shareholders
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A
copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It
is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The
representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. The foregoing description of the terms of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. Investors should review that
document as well as the Registration Statement and Prospectus Supplement for a complete understanding of the terms and conditions
associated with the Offering.
This
Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the amount
of net proceeds expected from the Offering. The risks and uncertainties involved include various risks detailed in the Company’s
SEC filings from time to time.