Assets and Liabilities in relation to neuromodulation technology of Pixium Vision SA signed a definitive agreement to acquire Second Sight Medical Products, Inc. (NasdaqCM:EYES) for $77.8 million in a reverse merger transaction on January 5, 2021. The business combination will be effected pursuant to the memorandum of understanding entered into between Pixium Vision and Second Sight, pursuant to which (i) Pixium Vision will contribute to Second Sight all of its assets and liabilities in relation to its neuromodulation technology used in the treatment of blindness in exchange for 34,876,043 newly issued shares of Second Sight common stock representing approximately 60% of the fully diluted outstanding stock of Second Sight (excluding out of the money options and warrants) on a post transaction/pre-financing basis, (ii) approximately $25 million will be raised in a private placement at the level of the new combined company, and (iii) Second Sight will transfer its Orion assets to its new subsidiary, of which approximately 60% of the shares would be spun off by Second Sight to its shareholders of record as of a date prior to the closing of the business combination. As part of the transaction, a new subsidiary will be created to focus on cortical stimulation through Orion. The new combined company will own 40% of the new subsidiary and will also have a first option to exclusive global marketing rights for Orion. Second Sight Medical Products will change its name to Pixium after the deal closes. The combined company will trade on Nasdaq and Pixium will remain listed on Euronext Growth and would be the largest shareholder of the combined company listed on Nasdaq. Second Sight and Pixium Vision will pay $1 million as termination fee. Pixium Vision Chief Executive Officer, Lloyd Diamond, will serve as Executive Chairman and Chief Executive Officer of the combined company and subject to affirmative vote of the shareholders of Second Sight, its Board of Directors will consist of seven members, consisting of three Directors nominated by Pixium Vision, including Lloyd Diamond; two Directors nominated by Second Sight, who will be selected from the current Directors of Second Sight; and two independent Directors to be appointed by Pixium Vision and Second Sight together. Lloyd Diamond will also remain General Director of Pixium Vision and Matt Pfeffer will be Chief Executive Officer of the new subsidiary focused on cortical vision and the Orion platform. The transaction is subject to approval of the transaction by each of Pixium Vision and Second Sight shareholders (currently expected by the end of March 2021), approval from French Minister for the clearance of Pixium Vision contribution to Second Sight all of its assets and liabilities in relation to its neuromodulation technology used in the treatment of blindness under the Foreign Direct Investment Screening Mechanism, closing of $25 million of private placement, the closing of the fund raising, the authorization for listing of the Share Consideration on the Nasdaq market, appointment by the Commercial court of Paris of valuing auditor(s) to confirm that the value of the assets being contributed by Pixium to Second Sight is at least equal to the value of the share consideration, and other customary closing conditions. The Pixium Vision Board of Directors has approved the transaction and the Second Sight Board of Directors has unanimously determined that the transaction and the execution of the Memorandum of Understanding is in the best interests of Second Sight, that the shares to be issued to Pixium Vision as consideration for its contribution of assets and liabilities is fair, from a financial point of view, to Second Sight and has unanimously recommended that, among other matters, the Second Sight shareholders vote in favor of the resolution approving the issuance of the shares of Second Sight common stock as consideration for Pixium Vision’s contribution. The transaction is expected to close in late first quarter of 2021 or the beginning of second quarter of 2021. As of March 16, 2021, the transaction is expected to close in early in the second quarter of 2021 and in second quarter of 2021. Henri Brandford Griffith and Stanislas Langlois of Brandford Griffith & Associés, Robert Freedman, David Michaels, Stefano Quintini and Amy Manning of Fenwick & West LLP and Emmanuelle Porte, Benjamin Lichtle and Sylvie Hamel of Bird & Bird AARPI acted as legal advisors to Pixium Vision and Brandee Diamond, Jeremy Scemama and Raphael Bera of DLA Piper LLP acted as legal advisor to Second Sight Medical. New Century Capital Partners has provided the Second Sight Board of Directors with a fairness opinion pursuant to the transaction.