Business Context and Reporting Period
This Form 8-K is filed by Second Sight Medical Products, Inc. (trading symbol: EYES) on July 15, 2020. The report addresses a notice received from The Nasdaq Stock Market regarding the Company's compliance with listing rules related to its board of directors and audit committee composition.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and listing status rather than financial performance.
Material Changes
- Board Composition: The Company previously faced non-compliance due to the appointment of an independent director as acting CEO and the subsequent resignation of a director, creating vacancies on the board and audit committee.
- Remedial Action: The Board appointed non-executive Chair Gregg Williams as an independent director and member of the Audit Committee effective June 22, 2020, reducing the number of vacancies to one.
- Nasdaq Status: Nasdaq acknowledged the appointment and granted the Company a new cure period to regain full compliance, reversing a previous determination that a compliance plan was immediately required.
Outlook, Risks, and Contingencies
Cure Period Deadlines: The Company must regain compliance by the earlier of its next annual shareholders' meeting or March 27, 2021. If the next annual meeting occurs before September 23, 2020, compliance must be evidenced by September 23, 2020.
Delisting Risk: If the Company fails to meet the compliance deadlines, Nasdaq will notify the Company of delisting. The Company may appeal such a determination to a Nasdaq Hearing Panel.
Management Commentary: Management intends to regain compliance but explicitly states that no assurance can be given that compliance will be achieved.
Key Facts for Investor Verification
- Verify the date of the Company's next annual shareholders' meeting to determine the exact compliance deadline.
- Monitor the Company's progress in filling the remaining vacancy on the board and audit committee.
- Check the Nasdaq listing center website for the Company's inclusion in the list of non-compliant companies.
- Confirm whether the Company has submitted the required documentation and biographies to Nasdaq by the stipulated deadlines.