Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36747 | |
Entity Registrant Name | Second Sight Medical Products, Inc. | |
Entity Central Index Key | 0001266806 | |
Entity Tax Identification Number | 02-0692322 | |
Entity Incorporation, State or Country Code | CA | |
Entity Address, Address Line One | 13170 Telfair Avenue | |
Entity Address, City or Town | Sylmar | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91342 | |
City Area Code | (818) | |
Local Phone Number | 833-5000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,409,176 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | EYES | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | EYESW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 59,599 | $ 69,593 |
Prepaid expenses and other current assets | 618 | 914 |
Total current assets | 60,217 | 70,507 |
Property and equipment, net | 119 | 117 |
SAFE (see Note 1) | 8,000 | |
Right-of-use assets | 184 | 228 |
Deposits and other assets | 18 | 27 |
Total assets | 68,538 | 70,879 |
Current liabilities: | ||
Accounts payable | 744 | 519 |
Accrued expenses | 715 | 548 |
Accrued compensation expense | 462 | 748 |
Accrued clinical trial expenses | 219 | 462 |
Current operating lease liabilities | 199 | 185 |
Total current liabilities | 2,385 | 2,462 |
Long term operating lease liabilities | 52 | |
Total liabilities | 2,385 | 2,514 |
Stockholders’ equity: | ||
Preferred stock, no par value, 10,000 shares authorized; none outstanding | ||
Common stock, no par value; 300,000 shares authorized; shares issued and outstanding: 39,409 as of March 31, 2022 and December 31, 2021 | 347,940 | 347,940 |
Additional paid-in capital | 49,402 | 49,389 |
Accumulated other comprehensive loss | (392) | (379) |
Accumulated deficit | (330,797) | (328,585) |
Total stockholders’ equity | 66,153 | 68,365 |
Total liabilities and stockholders’ equity | $ 68,538 | $ 70,879 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized | 300,000 | 300,000 |
Common stock, shares issued | 39,409 | |
Common stock, shares outstanding | 39,409 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | ||
Cost of sales | ||
Gross profit | ||
Operating expenses: | ||
Research and development, net of grants | 645 | 334 |
Clinical and regulatory, net of grants | 105 | 37 |
General and administrative | 1,466 | 2,472 |
Total operating expenses | 2,216 | 2,843 |
Loss from operations | (2,216) | (2,843) |
Interest income | 4 | |
Net loss | $ (2,212) | $ (2,843) |
Net loss per common share – basic and diluted | $ (0.06) | $ (0.12) |
Weighted average common shares outstanding – basic and diluted | 39,409 | 23,537 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (2,212) | $ (2,843) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (13) | 36 |
Comprehensive loss | $ (2,225) | $ (2,807) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 270,126 | $ 49,314 | $ (448) | $ (319,664) | $ (672) |
Common Stock, Shares, Outstanding, Beginning Balance, shares at Dec. 31, 2020 | 23,214 | ||||
Issuance of shares of common stock in underwritten public offering | $ 24,451 | 24,451 | |||
Stock issued during period shares common stock in underwritten public offering | 4,650 | ||||
Warrants exercised | $ 15 | 15 | |||
[custom:StockIssuedDuringPeriodSharesStockOptionsWarrantsExercised] | 44 | ||||
Stock-based compensation expense | 19 | 19 | |||
Net loss | (2,843) | (2,843) | |||
Foreign currency translation adjustment | 36 | 36 | |||
Ending balance, value at Mar. 31, 2021 | $ 294,592 | 49,333 | (412) | (322,507) | 21,006 |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 27,908 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 347,940 | 49,389 | (379) | (328,585) | 68,365 |
Common Stock, Shares, Outstanding, Beginning Balance, shares at Dec. 31, 2021 | 39,409 | ||||
Stock-based compensation expense | 13 | 13 | |||
Net loss | (2,212) | (2,212) | |||
Foreign currency translation adjustment | (13) | (13) | |||
Ending balance, value at Mar. 31, 2022 | $ 347,940 | $ 49,402 | $ (392) | $ (330,797) | $ 66,153 |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 39,409 | 39,409 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (2,212) | $ (2,843) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16 | 20 |
Stock-based compensation | 13 | 19 |
Non-cash lease expense | 6 | 16 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 305 | 332 |
Accounts payable | 221 | 1,158 |
Accrued expenses | 159 | 345 |
Accrued compensation expenses | (239) | 26 |
Accrued clinical trial expenses | (244) | 149 |
Net cash used in operating activities | (1,975) | (778) |
Cash flows from investing activities: | ||
SAFE (see Note 1) | (8,000) | |
Purchases of property and equipment | (18) | |
Net cash used in investing activities | (8,018) | |
Cash flows from financing activities: | ||
Net proceeds from sale of common stock and exercise of warrants | 24,466 | |
Net cash provided by financing activities | 24,466 | |
Effect of exchange rate changes on cash and cash equivalents | (1) | (3) |
Cash and cash equivalents: | ||
Net increase (decrease) | (9,994) | 23,685 |
Balance at beginning of period | 69,593 | 3,177 |
Balance at end of period | $ 59,599 | $ 26,682 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Second Sight Medical Products, Inc. (“Second Sight,” the “Company,” “we,” “us,” “our” or similar terms) has developed, manufactured and marketed implantable visual prosthetics that are intended to deliver useful artificial vision to blind individuals. We are a recognized global leader in neuromodulation devices for blindness, and are committed to developing new technologies to treat the broadest population of sight-impaired individuals. Agreement and Plan of Merger with Nano Precision Medical, Inc. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2022, on February 4, 2022, Second Sight entered into the agreement and plan of merger (the “Merger Agreement”) with Nano Precision Medical, Inc., a California corporation (“NPM”), and, upon and subject to the execution of a joinder, NPM Acquisition Corp., a California corporation and a wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, NPM will merge with and into Merger Sub (the “Merger”), and upon consummation of the Merger, Merger Sub will cease to exist and NPM will become a wholly-owned subsidiary of the Company. Upon completion of the Merger and subject to shareholder approval, the Company will change its name as the Company and NPM may agree in the future and change its trading symbol as NPM requests in writing following consultation with Nasdaq. Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, the securities of NPM will be converted into the right to receive an aggregate of approximately 134,349,464 77.32 SAFE Agreement On February 4, 2022, in connection with the Merger, Second Sight and NPM also entered into a Simple Agreement for Future Equity (“SAFE”) whereby Second Sight would provide to NPM, pending closing of the Merger, an investment advance of $8 million which, effective upon the termination date of the Merger Agreement without completion of the Merger, will result in NPM’s issuing to Second Sight that number of shares of NPM common stock which following that issuance will equal not less than 2.133% of the issued and outstanding shares of NPM common stock assuming exercise or conversion of all outstanding vested and unvested options, warrants, and convertible securities. In the event NPM completes an equity financing at a lower valuation, Second Sight may be eligible to receive additional shares of NPM common stock as set forth in the SAFE. If the Merger is completed, the SAFE will terminate. The SAFE is classified as a marked-to-market asset pursuant to ASC 480, Distinguishing Liabilities from Equity Product and Clinical Development Plans Leveraging our 20 years of experience in neuromodulation for vision, we are developing the Orion ® ● We have a good safety profile ● The efficacy data is encouraging No peer-reviewed data is available yet for the Orion system. We are currently negotiating the clinical and regulatory pathway to commercialization with the FDA as part of the Breakthrough Devices Program. In November 2017, the FDA granted Breakthrough Devices Program designation for the Orion. This designation is given to a few select medical devices in order to provide more effective treatment of life-threatening or irreversibly debilitating diseases or conditions. This program is intended to help patients have more timely access to these medical devices by expediting their development, assessment, and review. On February 26, 2021, the U.S. Food and Drug Administration (FDA) approved the Argus 2s Retinal Prosthesis System, a redesigned set of external hardware (glasses and video processing unit) initially for use in combination with previously implanted Argus II systems for the treatment of retinitis pigmentosa (RP). The Company expects that the Argus 2s will be adapted to be the external system for the next generation Orion Visual Cortical Prosthesis System currently under development. In addition to ergonomic improvements, the Argus 2s system offers significantly more processing power, potentially allowing for improved video processing. Our principal offices are located in Los Angeles, California. In 2007, Second Sight formed Second Sight Medical Products (Switzerland) Sàrl, initially to manage clinical trials and sales and marketing in Europe, the Middle East and Asia-Pacific, and more recently for the research of future technologies. As the laws of Switzerland require at least two corporate stockholders, Second Sight Medical Products (Switzerland) Sàrl is 99.5 0.5 100 Market Development Plans Orion. Our objective in designing and developing the Orion visual prosthesis system is to bypass the optic nerve and directly stimulate the part of the brain responsible for human vision. An Early Feasibility Study of the Orion device is currently underway at UCLA and Baylor College of Medicine. Regularly scheduled visits at both sites were placed on hold in mid-March due to Covid-19, however visits at UCLA resumed mid-September 2020 and Baylor resumed in December 2020. Our 36-month results an indicate a good safety profile with encouraging efficacy data and benefits in helping subjects perform their daily living tasks. We believe these data are encouraging and support advancement of Orion into a larger pivotal clinical study. Early promising results are not necessarily indicative of results which may be obtained in large clinical trials. No assurance can be given that we will achieve similar results in our larger Orion clinical trials. No peer-reviewed data is available yet for the Orion system. COVID-19 Pandemic We are requiring our employees to adhere to the local and state guidelines regarding the COVID-19 pandemic, and use their best judgement to work remotely or work in the office. While many of our employees are accustomed to working remotely, much of our workforce has not historically been remote. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance becomes available, restricting the ability to do business in person may create operational or other challenges, any of which could harm our business, financial condition and results of operations. In addition, our clinical trials have been affected by the COVID-19 outbreak. Patient visits in ongoing clinical trials were paused, for example, due to prioritization of hospital resources toward the COVID-19 outbreak, travel restrictions imposed by governments, and the inability to access sites for initiation and monitoring. Also, some of our suppliers of certain materials used in the development of our product candidates are located in areas impacted by COVID-19 which could limit our ability to obtain sufficient materials for our product candidates. COVID-19 has and will continue to adversely affect global economies and financial markets, and may result in an economic downturn that could affect demand for our product candidates, if approved, and impact our operating results. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of the continued global economic impact of the pandemic. We cannot anticipate all of the ways in which health epidemics such as COVID-19 could adversely impact our business. Although we are continuing to monitor and assess the effects of the COVID-19 pandemic on our business, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. See the Risk Factors section for further discussion of the possible impact of the COVID-19 pandemic on our business. Liquidity From inception, our operations have been funded primarily through the sales of our common stock and warrants, as well as from the issuance of convertible debt, research and clinical grants, and limited product revenue generated from the sale of our Argus II product. We have funded our business since 2020 primarily through the following transactions: ● On June 25, 2021, we closed an underwritten public offering of 11,500,000 5.00 53.3 million ● On March 23, 2021, we closed our private placement to seven institutional investors of 4,650,000 6.00 24.5 million We were awarded a $ 1.6 million 6.4 million 1.4 million 1.4 million On September 17, 2019, we received a $ 2.4 million Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no revenue that is developing a novel medical device, including limitations on our operating capital resources. We have incurred recurring operating losses and negative operating cash flows since inception, and we expect to continue to incur operating losses and negative operating cash flows for the foreseeable future. |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | 2. Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position and our results of operations and cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended December 31, 2021, contained in our Annual Report on Form 10-K filed with the SEC on March 29, 2022. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. Significant Accounting Policies On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. We continue to advance the development of our Orion technology and are exploring various strategic options for this technology. Our significant accounting policies are set forth in Note 2 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements. |
Concentration of Risk
Concentration of Risk | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | 3. Concentration of Risk Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of cash and money market funds. We maintain cash and money market funds with financial institutions that we deem reputable. Foreign Operations The accompanying condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 include gross assets amounting to $ 0.1 million 0.1 million |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The authoritative guidance with respect to fair value establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that we have the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. Cash equivalents, which includes money market funds, are the only financial instrument measured and recorded at fair value on our consolidated balance sheet, and they are valued using Level 1 inputs. Assets measured at fair value on a recurring basis are as follows (in thousands): Total Level 1 Level 2 Level 3 March 31, 2022 (unaudited): Money market funds $ 59,461 $ 59,461 $ — $ — December 31, 2021: Money market funds $ 69,487 $ 69,487 $ — $ — |
Selected Balance Sheet Detail
Selected Balance Sheet Detail | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Detail | 5. Selected Balance Sheet Detail Property and equipment Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Laboratory equipment $ 584 $ 584 Computer hardware and software 100 82 684 666 Accumulated depreciation and amortization (565 ) (549 ) Property and equipment, net $ 119 $ 117 Contract Liabilities Contract liabilities which are included in accrued expenses consisted of the following (in thousands): Beginning balance as of December 31, 2021 $ 335 Consideration received in advance of revenue recognition — Revenue recognized — Ending balance as of March 31, 2022 $ 335 Product Warranties A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below Beginning balance as of December 31, 2021 $ 50 Additions — Settlements — Adjustments and other — Ending balance as of March 31, 2022 $ 50 Right-of-use assets and operating lease liabilities We lease certain office space and equipment for our use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or restrictive covenants. As most of our leases do not provide an implicit rate, we used our estimated incremental borrowing rate of 10 On January 22, 2021, we entered into a lease agreement, effective February 1, 2021 17,000 17,500 17,290 The sub-lease is for two years and two months. Schedule of right of use assets and operating lease liabilties Assets Classification March 31, 2022 December 31, Non-current assets Right-of-use assets $ 184 $ 228 Liabilities Current Current operating lease liabilities $ 199 $ 185 Long term Long term operating lease liabilities $ — $ 52 The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): For the three months ended March 31, 2022 For the three months ended March 31, 2021 Lease expense: Operating lease expense $ 49 $ 22 Short-term lease expense — — Total lease expense $ 49 $ 22 Cash paid for lease amounts included in the measurement of lease liabilities amounted to $ 43,000 17,000 |
Equity Securities
Equity Securities | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity Securities | 6. Equity Securities Potentially Dilutive Common Stock Equivalents As of March 31, 2022 and 2021, we excluded the potentially dilutive securities summarized below, which entitle the holders thereof to potentially acquire shares of common stock, from our calculations of net loss per share and weighted average common shares outstanding, as their effect would have been anti-dilutive (in thousands). March 31, 2022 2021 Common stock warrants issued to underwriter 10 10 Common stock warrants issued in rights offerings 7,681 7,682 Common stock options 180 182 7,871 7,874 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Warrants Abstract | |
Warrants | 7. Warrants On February 22, 2019, we completed a registered rights offering to existing stockholders in which we sold approximately 5,976,000 5.792 11.76 On March 6, 2017, we completed a registered rights offering to existing stockholders in which we sold approximately 1,706,000 11.76 11.76 five As a component of the funding underwriting fee of our May 5, 2020 public underwriting offer, we granted 375,000 1.25 May 5, 2025 10,125 A summary of warrants activity for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in Years) Warrants outstanding as of December 31, 2021 7,691 $ 11.75 2.21 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2022 7,691 $ 11.75 1.96 Warrants exercisable as of March 31, 2022 7,691 $ 11.75 1.96 The warrants outstanding as of March 31, 2022 had $ 2,000 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation A summary of stock option activity under our 2011 Equity Incentive Plan (“2011 Plan”) for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in Years) Options outstanding as of December 31, 2021 182 $ 15.68 6.59 Granted — $ — Exercised — $ — Forfeited or expired (2 ) $ 40.00 Options outstanding as of March 31, 2022 180 $ 15.47 6.40 Options exercisable as of March 31, 2022 151 $ 17.76 6.11 The estimated aggregate intrinsic value of stock options exercisable as of March 31, 2022 was $ 5,000 0.1 million 0.86 We adopted an employee stock purchase plan in June 2015 for all eligible employees. At March 31, 2022 the available number of shares that may be issued under the plan is 77,031 Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development 5 5 Clinical and regulatory 3 9 General and administrative 5 5 Total $ 13 $ 19 |
Risk and Uncertainties
Risk and Uncertainties | 3 Months Ended |
Mar. 31, 2022 | |
Risk And Uncertainties | |
Risk and Uncertainties | 9. Risk and Uncertainties COVID-19 has directly and indirectly adversely affected Second Sight and will likely continue to do so for an uncertain period of time. We are asking our employees to adhere to local and state guidelines regarding the COVID-19 pandemic and use their best judgement to work remotely or work in the office. While many of our employees are accustomed to working remotely, much of our workforce has not historically been remote. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance becomes available, restricting the ability to do business in person may create operational or other challenges, any of which could harm our business, financial condition and results of operations. In addition, our clinical trials have been affected by the COVID-19 outbreak. Patient visits in ongoing clinical trials were paused, for example, due to prioritization of hospital resources toward the COVID-19 outbreak, travel restrictions imposed by governments, and the inability to access sites for initiation and monitoring. Also, some of our suppliers of certain materials used in the development of our product candidates are located in areas impacted by COVID-19 which could limit our ability to obtain sufficient materials for our product candidates. COVID-19 has and will continue to adversely affect global economies and financial markets and may result in an economic downturn that could affect demand for our product candidates, if approved, and impact our operating results. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of the continued global economic impact of the pandemic. We cannot anticipate all of the ways in which health epidemics such as COVID-19 could adversely impact our business. Although we are continuing to monitor and assess the effects of the COVID-19 pandemic on our business, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. |
Litigation, Claims and Assessme
Litigation, Claims and Assessments | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Claims and Assessments | 10. Litigation, Claims and Assessments Three oppositions filed by Pixium Vision SA (“Pixium”) are pending in the European Patent Office, each challenging the validity of a European patent owned by us. The outcomes of the challenges are not certain, however, if successful, they may affect our ability to block competitors from utilizing our patented technology. We believe a successful challenge will not have a material effect on our ability to manufacture and sell our products, or otherwise have a material effect on our operations. As described in the Company’s 10-K for the year ended December 31, 2020, the Company had entered into a Memorandum of Understanding (“MOU”) for a proposed business combination with Pixium. In response to a press release by Pixium dated March 24, 2021, and subsequent communications between us and Pixium, our Board of Directors determined that the business combination with Pixium was not in the best interest of our shareholders. On April 1, 2021, we gave notice to Pixium that we were terminating the MOU between the parties and seeking an amicable resolution of termination amounts that may be due, however no assurance can be given that an amicable resolution will be reached. We accrued $ 1,000,000 Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $ 1,000,000 5.1 million 5.6 million In November 2020, we and Pixium retained Oppenheimer & Co. Inc. as placement agent for a proposed private placement of securities in connection with the Business Combination. On April 1, 2021, we received an invoice from Oppenheimer for more than $ 1.86 million 6.5 27.9 million On or about July 19, 2021, Martin Sumichrast filed a complaint with the Superior Court of the State of California, County of Los Angeles—Central District, claiming that he is entitled to compensation for services, as well as exemplary and other damages in an amount to be determined at trial but not less than $ 2 We are party to litigation arising in the ordinary course of business. It is our opinion that the outcome of such matters will not have a material effect on our results of operations, however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position and our results of operations and cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended December 31, 2021, contained in our Annual Report on Form 10-K filed with the SEC on March 29, 2022. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. |
Significant Accounting Policies | Significant Accounting Policies On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. We continue to advance the development of our Orion technology and are exploring various strategic options for this technology. Our significant accounting policies are set forth in Note 2 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets measured at fair value on a recurring basis are as follows (in thousands): | Assets measured at fair value on a recurring basis are as follows (in thousands): Total Level 1 Level 2 Level 3 March 31, 2022 (unaudited): Money market funds $ 59,461 $ 59,461 $ — $ — December 31, 2021: Money market funds $ 69,487 $ 69,487 $ — $ — |
Selected Balance Sheet Detail (
Selected Balance Sheet Detail (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and equipment consisted of the following (in thousands): | Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Laboratory equipment $ 584 $ 584 Computer hardware and software 100 82 684 666 Accumulated depreciation and amortization (565 ) (549 ) Property and equipment, net $ 119 $ 117 |
Contract liabilities which are included in accrued expenses consisted of the following (in thousands): | Contract liabilities which are included in accrued expenses consisted of the following (in thousands): Beginning balance as of December 31, 2021 $ 335 Consideration received in advance of revenue recognition — Revenue recognized — Ending balance as of March 31, 2022 $ 335 |
A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below | A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below Beginning balance as of December 31, 2021 $ 50 Additions — Settlements — Adjustments and other — Ending balance as of March 31, 2022 $ 50 |
Schedule of right of use assets and operating lease liabilties | Schedule of right of use assets and operating lease liabilties Assets Classification March 31, 2022 December 31, Non-current assets Right-of-use assets $ 184 $ 228 Liabilities Current Current operating lease liabilities $ 199 $ 185 Long term Long term operating lease liabilities $ — $ 52 |
The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): | The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): For the three months ended March 31, 2022 For the three months ended March 31, 2021 Lease expense: Operating lease expense $ 49 $ 22 Short-term lease expense — — Total lease expense $ 49 $ 22 |
Equity Securities (Tables)
Equity Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
As of March 31, 2022 and 2021, we excluded the potentially dilutive securities summarized below, which entitle the holders thereof to potentially acquire shares of common stock, from our calculations of net loss per share and weighted average common shares outstanding, as their effect would have been anti-dilutive (in thousands). | As of March 31, 2022 and 2021, we excluded the potentially dilutive securities summarized below, which entitle the holders thereof to potentially acquire shares of common stock, from our calculations of net loss per share and weighted average common shares outstanding, as their effect would have been anti-dilutive (in thousands). March 31, 2022 2021 Common stock warrants issued to underwriter 10 10 Common stock warrants issued in rights offerings 7,681 7,682 Common stock options 180 182 7,871 7,874 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Warrants Abstract | |
A summary of warrants activity for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). | A summary of warrants activity for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in Years) Warrants outstanding as of December 31, 2021 7,691 $ 11.75 2.21 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2022 7,691 $ 11.75 1.96 Warrants exercisable as of March 31, 2022 7,691 $ 11.75 1.96 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
A summary of stock option activity under our 2011 Equity Incentive Plan (“2011 Plan”) for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). | A summary of stock option activity under our 2011 Equity Incentive Plan (“2011 Plan”) for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in Years) Options outstanding as of December 31, 2021 182 $ 15.68 6.59 Granted — $ — Exercised — $ — Forfeited or expired (2 ) $ 40.00 Options outstanding as of March 31, 2022 180 $ 15.47 6.40 Options exercisable as of March 31, 2022 151 $ 17.76 6.11 |
Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): | Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development 5 5 Clinical and regulatory 3 9 General and administrative 5 5 Total $ 13 $ 19 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | Jun. 25, 2021 | May 12, 2021 | Apr. 06, 2021 | Mar. 23, 2021 | Sep. 17, 2019 | Mar. 31, 2022 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Net sales | |||||||
National institites of health member | Grant [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Net sales | 1,600,000 | ||||||
Grant received funding | $ 1,400,000 | $ 1,400,000 | $ 2,400,000 | $ 6,400,000 | |||
Second sight switzerland sarl | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share price (in dollars per share) | 77.32% | ||||||
Common Stock [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of shares issued upon right offering | 11,500,000 | 4,650,000 | 134,349,464 | ||||
Share price (in dollars per share) | $ 5 | $ 6 | |||||
Proceeds from issuance or sale of equity, total | $ 53,200,000 | $ 24,500,000 |
Concentration of Risk (Details
Concentration of Risk (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | $ 68,538 | $ 70,879 |
Eyes Second Sight Switzerland Sarl [Member] | ||
Assets | $ 100 | $ 100 |
Assets measured at fair value o
Assets measured at fair value on a recurring basis are as follows (in thousands): (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 59,461 | $ 69,487 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 59,461 | 69,487 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds |
Property and equipment consiste
Property and equipment consisted of the following (in thousands): (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 684 | $ 666 |
Accumulated depreciation and amortization | (565) | (549) |
Property and equipment, net | 119 | 117 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 584 | 584 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 100 | $ 82 |
Contract liabilities which are
Contract liabilities which are included in accrued expenses consisted of the following (in thousands): (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Contract liabilities beginning | $ 335 |
Consideration received in advance of revenue recognition | |
Revenue recognized | |
Contract liabilities ending | $ 335 |
A summary of activity of our wa
A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Beginning balance | $ 50 |
Additions | |
Settlements | |
Adjustments and other | |
Ending balance | $ 50 |
Schedule of right of use assets
Schedule of right of use assets and operating lease liabilties (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Non current assets | $ 184 | $ 228 |
Current liabilities | 2,385 | 2,462 |
Long term liabilities | $ 52 |
The components of lease expense
The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease expense: | ||
Operating lease expense | $ 49 | $ 22 |
Short-term lease expense | ||
Total lease expense | $ 49 | $ 22 |
Selected Balance Sheet Detail_2
Selected Balance Sheet Detail (Details Narrative) - USD ($) | Jan. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Lessee, Lease, Description [Line Items] | |||
Estimated incremental borrowing rate | 10.00% | ||
Non-cash lease expense | $ 6,000 | $ 16,000 | |
Lease amount | $ 43,000 | $ 17,000 | |
Lessor member | |||
Lessee, Lease, Description [Line Items] | |||
Termination date of the lease | Feb. 1, 2021 | ||
Non-cash lease expense | $ 17,000 | ||
Early lease termination fee | $ 17,500 |
As of March 31, 2022 and 2021,
As of March 31, 2022 and 2021, we excluded the potentially dilutive securities summarized below, which entitle the holders thereof to potentially acquire shares of common stock, from our calculations of net loss per share and weighted average common share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 7,871 | 7,874 |
Warrants Issued To Underwriter In Connection With May 2020 Offering [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 10 | 10 |
Warrants Issued In Connection With March 2017 Rights Offering [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 7,681 | 7,682 |
Common stock options member | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 180 | 182 |
A summary of warrants activity
A summary of warrants activity for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding at End | 1 year 11 months 15 days |
Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Outstanding at Beginning | 7,691 |
Outstanding at Beginning | $ / shares | $ 11.75 |
Outstanding at End | 2 years 2 months 16 days |
Issued | 0 |
Exercised | 0 |
Forfeited or expired | 0 |
Outstanding at End | 7,691 |
Outstanding at End | $ / shares | $ 11.75 |
Exercisable at ending | 7,691 |
Exercisable at ending | $ / shares | $ 11.75 |
Outstanding at End | 1 year 11 months 15 days |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | May 05, 2020 | Feb. 22, 2019 | Mar. 06, 2017 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Class of warrent or right issued during period | 375,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | ||||
Warrants expiration date | May 5, 2025 | ||||
Number of warrant outstanding | 10,125 | ||||
Warrant [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.75 | $ 11.75 | |||
Number of warrant outstanding | 7,691 | 7,691 | |||
Intrinsic value | $ 2,000 | ||||
Right offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued upon right offering | 5,976,000 | 1,706,000 | |||
Share price (in dollars per share) | $ / shares | $ 5.792 | $ 11.76 | |||
Share Price | $ 11.76 | $ 11.76 | |||
Term of warrants | 5 years |
A summary of stock option activ
A summary of stock option activity under our 2011 Equity Incentive Plan (“2011 Plan”) for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding, number of shares (in shares) | shares | 182 |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 15.68 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 2 days |
Granted | shares | 0 |
Granted | $ / shares | $ 0 |
Exercised | shares | 0 |
Exercised | $ / shares | $ 0 |
Forfeited or expired, number of shares (in shares) | shares | (2) |
Options outstanding, number of shares (in shares) | shares | 180 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 17.76 |
Options exercisable, number of shares (in shares) | shares | 151 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 1 month 9 days |
Share-Based Payment Arrangement, Option [Member] | 2011 equity incentive plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 4 months 24 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 40 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 15.47 |
Stock-based compensation expens
Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Research and development | $ 13 | $ 19 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Research and development | 5 | 5 |
Clinical and regulatory | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Research and development | 3 | 9 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Research and development | $ 5 | $ 5 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Share-Based Payment Arrangement [Abstract] | |
Intrinsic value of stock options exercisable | $ 5,000 |
Unrecognized compensation cost | $ 100,000 |
Weighted average period | 10 months 10 days |
Number of shares that may be issued | shares | 77,031 |
Litigation, Claims and Assess_2
Litigation, Claims and Assessments (Details Narrative) - USD ($) | May 19, 2021 | Apr. 01, 2021 | Jul. 19, 2019 | Mar. 31, 2022 | Mar. 31, 2021 |
Liquidated damage | $ 1,000,000 | ||||
Description of contract termination and claims | Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $1,000,000 payment. On May 19, 2021, Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000 and thus the Company does not believe any further loss accrual is necessary. | ||||
Loss contingency, damages paid, value | $ 1,000,000 | ||||
Demanded damages, value | $ 5,600,000 | ||||
Loss contingency and other damages | $ 2,000,000 | ||||
Oppenheimer and co inc member | |||||
Invoice amount, receivable | $ 1,860,000 | ||||
Percentage | 6.50% | ||||
Private placement, amount raised | $ 27,900,000 | ||||
Euro Member Countries, Euro | |||||
Demanded damages, value | $ 5,100,000 |