Business Context and Reporting Period
This Form 8-K is filed by Second Sight Medical Products, Inc. (not Vivani Medical, Inc.) for the reporting period of June 1, 2020. The filing addresses regulatory compliance issues with The Nasdaq Stock Market following the resignation of William J. Link from the Board of Directors and Audit Committee, effective May 31, 2020.
Key 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 compliance rather than financial performance.
Material Changes
- Board Vacancies: The resignation of William J. Link created vacancies on the Board and Audit Committee, resulting in non-compliance with Nasdaq Listing Rule 5605 regarding independent director and audit committee requirements.
- Leadership Change: The appointment of Matt Pfeffer as Acting Chief Executive Officer previously triggered a compliance review regarding Listing Rules.
- Compensation Committee: A separate notification on June 2, 2020, cited non-compliance with compensation committee requirements due to Dr. Link's resignation.
Outlook, Risks, and Contingencies
- Compliance Plan Deadline: The Company must submit a plan of compliance to Nasdaq by July 16, 2020 (45 days from notification) to address independent director and audit committee vacancies.
- Extension Possibility: If the plan is accepted, the Company may receive an extension of up to 180 calendar days to evidence compliance.
- Compensation Committee Cure Period: For compensation committee non-compliance, the Company has until the earlier of its next annual shareholders' meeting or May 31, 2021 (or November 27, 2020, if the meeting is held before that date).
- Delisting Risk: If the Company fails to regain compliance or have its plan accepted, Nasdaq may issue a delisting notification. The Company may appeal such a determination to a Nasdaq Hearing Panel.
- Public Listing: The Company will be listed on Nasdaq's website of non-compliant companies starting five business days after the notification date.
Investor Verification Checklist
- Verify the status of the Board of Directors and the timeline for appointing new independent directors.
- Confirm the submission date and acceptance status of the compliance plan with Nasdaq by July 16, 2020.
- Monitor for any further communications regarding the Acting CEO appointment and its impact on governance.
- Check Nasdaq's listing center website for the Company's current compliance status.