Business Context and Reporting Period
This Form 8-K reports the results of the 2022 Annual Meeting of Shareholders held on July 27, 2022, by Second Sight Medical Products, Inc. (now Vivani Medical, Inc.). The filing details shareholder votes on a merger, a reverse stock split, a name change, director elections, and other corporate governance matters.
Key Financial Metrics
This filing is a Current Report regarding corporate events and does not contain financial statements. Consequently, data on revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
Shareholders representing 27,621,649 shares attended the meeting. The following material changes were approved:
- Merger Approval: Shareholders approved the merger with Nano Precision Medical, Inc. (NPM). Votes: 20,025,356 For, 420,406 Against, 157,720 Abstained.
- Reverse Stock Split: Shareholders authorized a reverse stock split of common stock within a range of 1-for-2 to 1-for-10. Votes: 25,461,881 For, 1,946,693 Against, 213,074 Abstained.
- Name Change: Shareholders approved changing the company name to "Vivani Medical, Inc." Votes: 26,729,124 For, 589,489 Against, 303,035 Abstained.
- Director Elections: All six nominees (Gregg Williams, Aaron Mendelsohn, Jonathan Will McGuire, Matthew Pfeffer, Dean Baker, and Alexandra Larson) were elected to the Board of Directors.
- Compensation Plan: The Second Sight 2022 Omnibus Plan was approved with 18,899,357 votes For and 1,131,344 votes Against.
- Auditor Ratification: BPM, LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2022.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance or outlook. The primary operational change is the pending merger with Nano Precision Medical, Inc., which will result in NPM becoming a wholly-owned subsidiary. The filing notes that an adjournment proposal was not called to a vote as sufficient votes were obtained for all other proposals.
Investor Verification Checklist
- Verify the final ratio of the reverse stock split, as the filing only authorized a range of 1-for-2 to 1-for-10.
- Confirm the effective date of the name change to "Vivani Medical, Inc." and the ticker symbol update on Nasdaq.
- Review the definitive merger agreement terms with Nano Precision Medical, Inc. to understand the post-merger capital structure.
- Check subsequent filings for the implementation of the 2022 Omnibus Plan and any new equity issuances.