Business Context and Reporting Period
This Form 8-K was filed by Second Sight Medical Products, Inc. on August 16, 2018, reporting events occurring on August 14, 2018. The company is a California corporation developing artificial vision systems, including the Orion Cortical Visual Prosthesis System and the Argus II platform.
Key Financial Metrics
Capital Raised: Approximately $5,000,000 in gross proceeds.
Transaction Details: Sale of 3,225,807 shares of common stock at $1.55 per share.
Transaction Costs: No placement agent or investment banking fees were incurred; no warrants or discounts were provided.
Liquidity Impact: The filing does not provide specific pre-transaction cash balances or post-transaction liquidity ratios, but the proceeds are designated to support current-year funding.
Material Changes
The primary material change is the entry into a Securities Purchase Agreement with entities beneficially owned by Gregg Williams, the Chairman of the Board. This private placement was executed under Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933. The transaction represents a significant capital infusion intended to extend the company's operational runway.
Outlook, Management Commentary, and Risks
Use of Proceeds: Management intends to use the funds for the following initiatives:
- Advancing the six-person feasibility study for the Orion Cortical Visual Prosthesis System at Ronald Reagan UCLA Medical Center and Baylor College of Medicine.
- Gathering clinical and performance data to support Orion's safety and efficacy.
- Completing development of Argus II next-generation externals and seeking regulatory approvals.
- Advancing research in eye-tracking and object recognition for integration with artificial vision.
Risks and Contingencies: The shares issued in this transaction are unregistered and may not be offered or sold in the United States absent registration or an applicable exemption. The company relies on the purchasers' representations as accredited investors acquiring the shares for investment purposes only.
Investor Verification Checklist
- Verify the exact number of shares issued (3,225,807) and the price per share ($1.55) against the company's latest cap table.
- Confirm the identity of the purchasers as entities beneficially owned by Chairman Gregg Williams.
- Review the attached Securities Purchase Agreement (Exhibit 10.1) for any restrictive covenants or future obligations.
- Monitor subsequent filings for updates on the Orion feasibility study and Argus II regulatory milestones.
- Check the company's cash position in the next quarterly report (10-Q) to assess the runway extension provided by this $5 million raise.