Business Context and Reporting Period
This Form 8-K was filed by Second Sight Medical Products, Inc. (soon to be renamed Vivani Medical, Inc.) on August 16, 2022. The report details the completion of a 1-for-3 reverse stock split effective August 9, 2022, and shareholder approval of a merger with Nano Precision Medical, Inc. The filing serves to update the market on corporate structure changes required for a Nasdaq reverse merger listing application.
Key Financial Metrics
This filing is a current report regarding corporate governance and capital structure changes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. No financial metrics are provided in this document.
Material Changes
- Reverse Stock Split: A 1-for-3 reverse stock split was effected on August 9, 2022. Every three shares of outstanding common stock were combined into one share.
- Trading Adjustments: Common stock began trading on a split-adjusted basis on August 19, 2022, under the new CUSIP number 81362J 308.
- Equity Adjustments: Exercise prices and share counts for outstanding stock options and warrants were adjusted proportionately. No fractional shares were issued; cash in lieu of fractional shares was paid at a value of $6.06 per fractional share.
- Merger and Name Change: Shareholders approved a merger with Nano Precision Medical, Inc. and a name change to Vivani Medical, Inc. on July 27, 2022.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future performance, or specific risk factors beyond the operational context of the merger. The primary purpose of the reverse split is to facilitate the Company's initial listing application with Nasdaq under "reverse merger" rules. The filing notes that the reverse split does not affect any shareholder's percentage ownership, except where fractional shares result in cash payments.
Investor Verification Checklist
- Verify the new CUSIP number (81362J 308) for the post-split common stock.
- Confirm the adjusted exercise prices and share counts for any held options or warrants.
- Check the status of the merger with Nano Precision Medical, Inc. and the official name change to Vivani Medical, Inc.
- Review the cash payment received for any fractional shares, calculated at $6.06 per fractional share.
- Monitor the Nasdaq listing status following the reverse merger application.