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General form for registration of securities under the Securities Act of 1933

STYLE="font: 10pt Times New Roman, Times, Serif">

Registration No. 333- 209113

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

SECOND SIGHT MEDICAL PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

California 3845 02-0692322
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification
Number)

12744 San Fernando Road, Suite 400

Sylmar, California 91342

(818) 833-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Will McGuire

President and Chief Executive Officer

SECOND SIGHT MEDICAL PRODUCTS, INC.

12744 San Fernando Road, Suite 400

Sylmar, California 91342

(818) 833-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Aaron A. Grunfeld

Law Offices of Aaron A. Grunfeld & Associates

11111 Santa Monica Boulevard, Suite 1840

Los Angeles, California 90025

(310) 788-7577

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered
Proposed Maximum
Aggregate Offering
Price (1)
Amount of
Registration
Fee
Non-transferable Subscription Rights to purchase Common Stock (“Rights”)(1) (2) (2)
Shares of Common stock, no par value per share underlying the Rights (“Common Stock”) $ 19,810,497 (3) $ 1,995
Total $ 19,810,497 (3) $ 1,995 (4)
(1) Each right entitles the holder to invest $0.55 for each share of Common Stock owned at 5:00 p.m., New York City Time, on , 2016, the record date of the Rights Offering. The price per share will be determined on May , 2016, which is the expiration date of our offering period, and will equal the lower of 85% of the closing price on that date or $ 4.25. See "The Rights Offering" below.
(2) Non-transferable Rights to subscribe for shares are being issued without consideration. Pursuant to Rule 457(g) under the Securities Act of 1933 (the “Act”), no separate registration fee is required for the Rights because the Rights are being registered in the same registration statement as the common stock of the Registrant underlying the Rights.
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Act.
(4) Filing fees satisfied by amounts paid by registrant on May 18, 2015 (No. 333-204241); Pursuant to Rule 457(p) $1,991 of the previously paid registration fee is offset against the registration fees otherwise due for this registration statement.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 10,000,000 Shares of Common Stock

Issuable Upon Exercise of Rights to Subscribe for such Shares at a price per Full Share that will be determined on , 2016, at a price per share that will be the lower of 85% of the closing price on that date or $4.25

We are distributing to holders of our common stock, at no charge, non-transferable subscription rights to purchase shares of our Common Stock. We refer to the offering that is the subject of this prospectus as the Rights Offering. In the Rights Offering, you will receive the right to invest $0.55 for each share of common stock owned on , 2016, the record date of the Rights Offering, or the Record Date. The subscription rights will not be tradable. The price per share will be determined on May , 2016, which is the expiration date of our offering period, or the Expiration Date. That price will equal the lower of 85% of the closing price of our shares as reported by Nasdaq on the Expiration Date, or $4.25. We refer to the price as so determined as the Subscription Price.

Each subscription right will entitle you to invest $0.55 towards the purchase of shares of our common stock, which we refer to as the Basic Subscription Right, at the Subscription Price. If you exercise your Basic Subscription Rights in full, and other shareholders do not fully exercise their Basic Subscription Rights, you will be entitled to an over-subscription privilege to purchase a portion of the unsubscribed common stock at the Subscription Price, subject to proration and ownership limitations, which we refer to as the Over-Subscription Privilege. Each Subscription Right consists of a Basic Subscription Right and an Over-Subscription Privilege, which we refer to as the Subscription Right. The number of shares that you will obtain will equal the accepted dollar amount of your investment divided by the Subscription Price. If all the Subscription Rights are exercised, the total gross proceeds to us from the sale of shares of common stock offered in the Rights Offering would be $19.8 million.

The Subscription Rights will expire if they are not exercised by 5:00 p.m., New York City Time, on May , 2016. We may extend the rights offering for additional periods at our discretion, although we do not presently intend to do so. All exercises of subscription rights are irrevocable See “The Rights Offering – The Subscription Rights.”

We have no dealer-manager for this offering and have not entered into any other standby purchase agreement or other similar arrangement in connection with the Rights Offering. The Rights Offering is being conducted on a best-efforts basis and there is no minimum amount of proceeds necessary to be received in order for us to close the Rights Offering.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors ” beginning on page 31 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before you invest.

Broadridge Corporate Issuer Solutions, Inc. will serve as the Subscription Agent for the Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. Broadridge Corporate Issuer Solutions, Inc. will also serve as Information Agent for the Rights Offering. If you want to participate in this Rights Offering and you are the record holder of your shares, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and you hold shares through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank, or other nominee. See “The Rights Offering – The Subscription Rights.”

Our board of directors reserves the right to terminate the Rights Offering for any reason at any time before the closing of the Rights Offering. If we terminate the Rights Offering, all subscription payments received will be returned within 10 business days, without interest or penalty. We expect the Rights Offering to expire on May , 2016, subject to our right to extend the Rights Offering as described above. We refer to that date in this prospectus as the Expiration Date. The Subscription Price will be determined on the Expiration Date based on the closing price of our common stock as quoted on Nasdaq, and the Subscription Agent will confirm the number of shares to be received by each shareholder, who has properly subscribed for shares in this Rights Offering, and will issue refunds to subscribers as may be appropriate within three business days following the Expiration Date.

Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “EYES.” On April 18, 2016, the last reported sale price of our common stock was $5.27 per share. The subscription rights may not be sold, transferred or assigned and will not be listed for trading on Nasdaq or any other stock exchange or market.

Our board of directors is making no recommendation regarding your exercise of the Subscription Rights. You may not revoke or revise any exercises of Subscription Rights once made unless we terminate the Rights Offering or extend the Rights Offering beyond May , 2016.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2016

Table of Contents

TABLE OF CONTENTS

Page
Questions and Answers Relating to the Rights Offering 4
Prospectus Summary 12
Summary of the Rights Offering 24
Risk Factors 31
Forward-Looking Statements 38
Use of Proceeds 39
Capitalization 40
Dilution 41
Market Price of our Common Stock and Related Shareholder Matters 42
Dividend Policy 42
The Rights Offering 42
Material U.S. Federal Income Tax Consequences 50
Description of Securities 55
Plan of Distribution 56
Experts 57
Legal Matters 57
Where You Can Find More Information 57
Incorporation By Reference 57

ABOUT THIS PROSPECTUS

The registration statement we filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference” before making your investment decision.

You should rely only on the information provided in this prospectus or in a prospectus supplement or amendment thereto. We have not authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any state where the offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless the context otherwise requires, references in this prospectus to “Second Sight,” “the Company,” “we,” “us” and “our” refer to Second Medical Products, Inc. Second Sight ® the Second Sight logo and Argus ® are registered trademarks, and Orion is a trademark of Second Sight Medical Products, Inc. Argus and Orion are referred to throughout this prospectus as Argus II and Orion I respectively. All other product and company names are trademarks of their respective owners.

QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus and the documents incorporated by reference into this prospectus contain more detailed descriptions of the terms and conditions of the Rights Offering and provide additional information about us and our business, including potential risks related to the Rights Offering, the Common Stock offered hereby, and our business. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus.

Why are we conducting the Rights Offering?

We are conducting the Rights Offering to raise additional capital:

· to continue funding the ongoing clinical study of Argus II to demonstrate the safety and efficacy of the Argus II System for the treatment of age-related macular degeneration;

·

to further expand markets, domestic and international, for Argus II as a treatment for retinitis pigmentosa or RP;
to continue funding ongoing development of Orion I, a visual prosthesis for cortical stimulation that we expect will be able to treat nearly all forms of blindness; and

·

for general corporate purposes, including working capital, research and development, business development and operational purposes.

What is the Rights Offering?

We are distributing, at no charge, to record holders of our common stock non-transferable Subscription Rights to purchase the shares of our Common Stock. Each Subscription Right in this Rights Offering entitles you the right to invest $0.55 for each share of common stock owned at 5:00 p.m., New York City Time, on the record date of the Rights Offering, or the Record Date. We expect to fix the Record Date by the date on which the registration statement, of which this prospectus is a part, is declared effective and we anticipate that the Record Date will be a business date that is within seven calendar days after the effective date of our registration statement. The price per share will be determined on the expiration date of our offering period, or Expiration Date which we anticipate will extend from the Record Date through a business date that approximately 17 days thereafter. As a result we anticipate that there would be up to 24 days between the effective date of our registration statement and the Expiration Date. The price per share in this rights offering will equal the lower of 85% of the closing price of our shares on that date as reported by Nasdaq, or $4.25. We refer to the price as so determined as the Subscription Price. The Subscription Rights will not be tradable. Each Subscription Right entitles the record holder to a Basic Subscription Right and an Over-Subscription Privilege. The number of shares that you will acquire in the Rights Offering will be the result of dividing the accepted portion of the amount you have subscribed for by the Subscription Price rounded down to the nearest whole share. You are urged to obtain a current price quote for our common stock before exercising your Subscription Rights.

What are the Basic Subscription Rights?

For each whole share you owned as of the Record Date, you will receive one Basic Subscription Right, which gives you the opportunity to invest $0.55 for each share of our common stock that you owned on the Record Date. For example, if you owned 100 shares of Common Stock on the Record Date, you would receive 100 Rights and would have the right to invest $0.55 for each share of Common Stock you own as of the Record Date at the Subscription Price. If you have invested $55, and if on the expiration date of the Rights Offering the closing price of our common stock as reported by Nasdaq is $4.00 per share, the Subscription Price will be $3.40 (which constitutes 85% of $4.00), you would receive a rounded down 16 shares and a refund of $0.60. If you have invested $55, and if on the expiration date of the Rights Offering the closing price of our common stock is $6.00 per share, the Subscription Price will be $4.25 and you would receive a rounded down 12 shares and a refund of $4.00. You may exercise all or a portion of your Basic Subscription Rights or you may choose not to exercise any Basic Subscription Rights at all.

If you are a record holder, the amount that you may invest pursuant to your Basic Subscription Rights is indicated on the enclosed Rights Certificate. If you hold your shares in the name of a broker, dealer, bank, or other nominee who uses the services of the Depository Trust Company, or DTC, you will not receive a Rights Certificate. Instead, DTC will issue one Subscription Right to your nominee record holder for each share of our common stock that you own as of the Record Date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

What is the Over-Subscription Privilege?

If you exercise your Basic Subscription Rights in full, you may also choose to exercise your Over-Subscription Privilege to invest additional amounts that the other record holders do not subscribe for through the exercise of their Basic Subscription Rights. You should indicate on your Rights Certificate, or the form provided by your nominee if your shares are held in the name of a nominee, how much of an additional investment you would like to make pursuant to your Over-Subscription Privilege.

Subject to stock ownership limitations, if sufficient shares of Common Stock are available after determining the Subscription Price, we will seek to honor your Over-Subscription request in full. If Over-Subscription requests result in exceeding the amounts available for investment, however, we will allocate the available shares pro-rata among the record holders exercising the Over-Subscription Privilege in proportion to the number of shares of our common stock each of those record holders owned on the Record Date. To the extent the number of the unsubscribed shares are not sufficient to satisfy all of the properly exercised Over-Subscription Privileges requests at the Subscription Price, then the available shares will be prorated among those who properly exercised Over-Subscription Privileges based on the amount each rights holder subscribed for under the Basic Subscription Right. If this pro rata allocation results in any shareholder receiving a greater number of shares of common stock at the Subscription Price than the shareholder subscribed and paid for pursuant to the exercise of the Over-Subscription Privilege, then such shareholder will be allocated only that number of shares at the Subscription Price for which the shareholder was entitled to oversubscribe, and the remaining shares of common stock will be allocated among all other shareholders exercising and investing in the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all shares of common stock have been allocated or all over-subscription exercises have been fulfilled, whichever occurs earlier. Although Gregg Williams and Easton Invest AG have advised us that they intend to exercise their Basic Subscription Rights in full and further exercise their Over-Subscription Privileges, if available, to acquire shares at the Subscription Price, for an aggregate investment of up to $8.5 million and $4.25 million, respectively, the Over-Subscription rights are subject to availability and neither Mr. Williams nor Easton is under obligation to do so and each of Mr. Williams and Easton may seek to subscribe for more or less than these respective amounts. The exact number of shares which Gregg Williams and Easton Invest AG may acquire will be subject to allocations of shares pro rata among the record holders exercising the Over-Subscription Privilege as indicated above.

To properly exercise your Over-Subscription Privilege, you must deliver to the Subscription Agent the subscription payment related to your Over-Subscription Privilege before the Rights Offering expires. Because we will not know the total number of shares that may be issued prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum amount you wish to invest at the Subscription Price, assuming that no shareholder other than you has exercised Basic Subscription Privileges and Over-Subscription Privileges.

Fractional shares of our Common Stock resulting from the exercise of the Subscription Rights will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. See “The Rights Offering—The Subscription Rights—Over-Subscription Privilege.” To the extent your investment amount results in exercising your Over-Subscription Privilege for an amount of shares of common stock that exceeds the number of unsubscribed shares of common stock available to you at the Subscription Price, any excess subscription payments will be returned to you within 10 business days after the expiration of the Rights Offering, without interest or penalty.

Broadridge Corporate Issuer Solutions, Inc., our Subscription Agent, will determine the Over-Subscription allocation based on the formula described above.

What are the limitations on the exercise of the Basic Subscription Rights and Over-Subscription Privilege?

In the event that the exercise by a shareholder of the Basic Subscription Right or the Over-Subscription Privilege could, as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability to use net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,” under the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, and rules promulgated by the Internal Revenue Service, the Company may, but is under no obligation to, reduce the exercise by such shareholder of the Basic Subscription Right and/or the Over-Subscription Privilege to such number of shares of common stock as the Company in its sole discretion shall determine to be advisable in order to preserve the Company’s ability to use the Tax Attributes.

What effect will the Rights Offering have on our outstanding common stock?

Based on 36,019,086 shares of common stock outstanding as of March 31, 2016, assuming no other transactions by us involving our common stock prior to the Expiration Date, if the Rights Offering is fully subscribed at a Subscription Price of $4.25 per share (which is the maximum price per share in this offering), we will issue 4,661,293 shares to shareholders who exercise their Subscription Rights and Over Subscription Privileges, and we will have thereafter approximately 40,680,379 shares of our common stock issued and outstanding. The exact number of shares of our common stock that we will issue in this Rights Offering will depend on the amounts of money that are subscribed for by our shareholders in the Rights Offering and the Subscription Price that will be determined on the Expiration Date. If, however, the Rights Offering is fully subscribed at a Subscription Price that is $3.40 per share, based on an Expiration Date closing price per share of $4.00, we will issue 5,826,617 shares to shareholders who exercise their Subscription Rights and Over Subscription Privileges, and we will have thereafter approximately 41,845,703 shares of our Common Stock outstanding. In the event of further volatility and market or price declines, then notwithstanding full subscription we will limit stock that we sell in the Rights Offering to no more than 10 million shares. See "The Rights Offering" below on page 42.

How was the Subscription Price determined?

In determining the Subscription Price, the directors considered, among other things, the following factors:

·

the current and historical trading prices of our common stock;

·

the price at which shareholders might be willing to participate in the Rights Offering;

·

comparable precedent transactions, including the percentage of shares offered, the terms of the subscription rights being offered, the Subscription Price and the discount that the Subscription Price represented to the immediately prevailing closing prices for those offerings.

In conjunction with the review of these factors, the board of directors also reviewed our history and prospects, including our past and present earnings and cash requirements, our prospects for the future, the outlook for our industry and our current financial condition, and further considered recent volatile markets as well as the possible continued volatility of our stock during the period commencing on the Record Date and extending through the Expiration Date. The board of directors believes that the Subscription Price should be on terms which may provide an incentive to our current shareholders to participate in the Rights Offering and exercise their Basic Subscription Rights and their Over-Subscription Privileges.

The Subscription Price does not necessarily bear any relationship to any established criteria for value. You should not consider the Subscription Price as an indication of actual value of our company or our common stock. We cannot assure you that the market price of our common stock will not decline during the Rights Offering or after the Expiration Date. You should obtain a current price quote for our common stock before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this Rights Offering. Once made, all exercises of Subscription Rights are irrevocable, unless we amend the rights offering to allow for an extension of the rights offering for a period of more than 30 days or make a fundamental change to the terms of the Rights Offering set forth in this prospectus.

Am I required to exercise all of the Basic Subscription Rights I receive in the Rights Offering?

No. You may exercise any number of your Basic Subscription Rights, or you may choose not to exercise any Basic Subscription Rights. If you do not exercise any Basic Subscription Rights, the number of shares of our common stock you own will not change. However, if you choose to not exercise your Basic Subscription Rights in full, your proportionate ownership interest in our company will decrease. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege.

How soon must I act to exercise my Subscription Rights?

If you received a Rights Certificate and elect to exercise any or all of your Subscription Rights, the Subscription Agent must receive your completed and signed Rights Certificate and payment for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, including final clearance of any uncertified check, before the Rights Offering expires on , 2016, at 5:00 p.m., New York City Time. If you hold your shares in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish a deadline before the Expiration Date by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment.

May I transfer my Subscription Rights?

No. The Subscription Rights may be exercised only by the shareholders to whom they are distributed, and they may not be sold, transferred, assigned or given away to anyone else, other than by operation of law. As a result, Rights Certificates may be completed only by the shareholder who receives the certificate. The Subscription Rights will not be listed for trading on any stock exchange or market and are not transferable.

Will our directors and executive officers participate in the Rights Offering?

To the extent they hold common stock as of the Record Date, our directors and executive officers will be entitled to participate in the Rights Offering on the same terms and conditions applicable to other Rights holders. Gregg Williams, a member of our Board of Directors and a principal shareholder of the Company, has advised us that he intends to exercise his Basic Subscription Right and also anticipates exercising his Over-Subscription Privileges, if available, to purchase shares at the Subscription Price for a total investment that may amount up to $8.5 million. Mr. Williams may indicate to subscribe for more or less than this amount. The actual number of shares he acquires and any amount that he invests will also be dependent on the level of shareholder participation in this offering and the amount that Mr. Williams elects to invest. Certain other directors and executive officers also have indicated an interest in participating but no assurance of any investment amount from them can be given. In addition, although it is not currently a principal shareholder of the company, Easton Invest AG, a share owning entity affiliated with an early investor in the Company, has also advised us that it proposes to exercise its Basic Subscription Right and expects also to elect to exercise its Over-Subscription Privileges, if available, to purchase shares at the Subscription Price for a total investment that may amount up to $4.25 million. Easton may indicate to subscribe for more or less than this amount and the actual number of shares it acquires and amount that it invests will also be dependent on the level of shareholder participation and availability of Over-Subscription Privileges in this offering.

Has the board of directors made a recommendation to shareholders regarding the Rights Offering?

No. Our board of directors is not making a recommendation regarding your exercise of the Subscription Rights. Shareholders who exercise Subscription Rights will incur investment risk on new money invested. We cannot predict the price at which our shares of common stock will trade after the Rights Offering. On April 18, 2016, the closing price of our common stock was $5.27 per share. The market price for our common stock may be above the Subscription Price or may be below the Subscription Price following Expiration Date. If you exercise your Subscription Rights, you may not be able to sell the underlying shares of our common stock in the future at or above the Subscription Price. You should make your decision based on your assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering and the information contained in this prospectus. See “Risk Factors” for discussion of some of the risks involved in investing in our securities.

How do I exercise my Subscription Rights?

If you are a shareholder of record (meaning you hold your shares of our common stock in your name and not through a broker, dealer, bank, or other nominee) and you wish to participate in the Rights Offering, you must deliver a properly completed and signed Rights Certificate, together with payment of the amount you wish to invest for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, to the Subscription Agent before 5:00 p.m., New York City Time, on May , 2016. If you are exercising your Subscription Rights through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents and payment of the amount you wish to invest and subscribe for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee.

What if my shares are held in “street name”?

If you hold your shares of our common stock in the name of a broker, dealer, bank, or other nominee, then your broker, dealer, bank, or other nominee is the record holder of the shares you own. The record holder must exercise the Subscription Rights on your behalf. Therefore, you will need to have your record holder act for you.

If you wish to participate in this Rights Offering and purchase shares of our common stock, please promptly contact the record holder of your shares. We will ask the record holder of your shares, who may be your broker, dealer, bank, or other nominee, to notify you of this Rights Offering.

What form of payment is required?

You must timely pay the full Subscription Price for the full amount you wish to invest and subscribe for pursuant to the exercise of Subscription Rights by delivering to the Subscription Agent a:

·

cashier’s or certified check drawn on a U.S. bank;

If you send payment by personal uncertified check, payment will not be deemed to have been delivered to the Subscription Agent until the check has cleared.

The payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received when measured against the Subscription Price after its determination.

When will I receive my new shares of common stock?

The Subscription Agent will arrange for the issuance of the common stock as soon as practicable following the Expiration Date, after payment of the subscribed for amounts have cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. All shares that you purchase in the Rights Offering following determination of the Subscription Price will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares. If you hold your shares in the name of a broker, dealer, bank, or other nominee, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering.

After I send in my payment and Rights Certificate to the Subscription Agent, may I cancel my exercise of Subscription Rights?

No. Exercises of Subscription Rights are irrevocable unless the Rights Offering is terminated or we amend the Rights Offering to allow for an extension of the Rights Offering for a period of more than 30 days or make a fundamental change to the terms of the Rights Offering set forth in this prospectus, in which case you may cancel your subscription and receive a refund of any money you have advanced, even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights. You should not exercise your Subscription Rights and remit any amount unless you are certain that you wish to purchase shares of our common stock at the Subscription Price, a price that will not be determined until after close of trading on the Expiration Date.

How much will our company receive from the Rights Offering?

Assuming that the Rights Offering is fully subscribed, through a combination of our shareholders exercising their Basic Subscription Rights and their Over-Subscription Privileges, we estimate that gross proceeds from the Rights Offering will be approximately $19.8 million, before deducting estimated expenses of $340,000 payable by us in connection with this offering.

Are there risks in exercising my Subscription Rights?

Yes. The exercise of your Subscription Rights involves risks. Exercising your Subscription Rights involves the purchase of additional shares of our common stock, at a Subscription Price that will be determined on the Expiration Date, and you should consider this investment as carefully as you would consider any other investment. We cannot assure you that the market price of our common stock will exceed the Subscription Price, nor can we assure you that the market price of our common stock will not further decline during or after the Rights Offering. We also cannot assure you that you will be able to sell shares of our common stock purchased in the Rights Offering at a price equal to or greater than the Subscription Price. In addition, you should carefully consider the risks described under the heading “Risk Factors” for discussion of some of the risks involved in investing in our securities.

Can the board of directors terminate or extend the Rights Offering?

Yes. Our board of directors may decide to terminate the Rights Offering at any time and for any reason before the expiration of the Rights Offering. We also have the right to extend the Rights Offering for additional periods in our sole discretion. We do not presently intend to extend the Rights Offering. We will notify shareholders if the Rights Offering is terminated or extended by issuing a press release.

If the Rights Offering is not completed or is terminated, extended or amended, will my subscription payment be refunded to me?

Yes. The Subscription Agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. If we do not complete the Rights Offering, all subscription payments received by the Subscription Agent will be returned within 10 business days after the termination or expiration of the Rights Offering, without interest or penalty. If we extend the Rights Offering for a period of over 30 days or make a fundamental change to the terms of the Rights Offering set forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced.

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PROSPECTUS SUMMARY

This summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. Before you decide to invest in shares of our common stock, you should read this entire prospectus carefully, including the section entitled “Risk Factors” and any information incorporated by reference herein.

OUR COMPANY

Overview

Second Sight was founded in 1998 with a mission to develop, manufacture, and market prosthetic devices that restore some useful vision to blind individuals. Our principal offices are located in Sylmar, California, approximately 25 miles northwest of downtown Los Angeles. We also have an office in Lausanne, Switzerland, that manages our commercial and clinical operations in Europe and the Middle East.

Our current product, the Argus ® II System, treats outer retinal degenerations, such as retinitis pigmentosa, which we refer to as RP. RP is a hereditary disease, affecting an estimated 1.5 million people worldwide including about 100,000 people in the United States, that causes a progressive degeneration of the light-sensitive cells of the retina, leading to significant visual impairment and ultimately blindness. The Argus II System is the only retinal prosthesis approved in the United States by the Food and Drug Administration (FDA), and was the first approved retinal prosthesis in the world. By restoring some useful vision in patients who otherwise have total sight loss, the Argus II System can provide benefits which include:

· improving patients’ orientation and mobility, such as locating doors and windows, avoiding obstacles, and following the lines of a crosswalk,
· allowing patients to feel more connected with people in their surroundings, such as seeing when someone is approaching or moving away,
· providing patients with enjoyment from being “visual” again, such as locating the moon, tracking groups of players as they move around a field, and watching the moving streams of lights from fireworks, and
· improving patients’ well-being and ability to perform activities of daily living.

The Argus II System provides an artificial form of vision that differs from the vision of people with normal sight. It does not restore normal vision and it does not slow or reverse the progression of the disease. Results vary among patients and while the majority of patients receive significant benefit from the Argus II, some patients report receiving little or no benefit.

Our major corporate, clinical and regulatory milestones include:

· In 2002, we commenced clinical trials in the US for our prototype product, the Argus I retinal prosthesis.
· In 2007, we commenced clinical trials in the US for the Argus II System, which later became our first commercial product.
· In 2014, we launched the Argus II in the US, completed our initial public offering (“IPO”), and began trading on Nasdaq under the symbol “EYES.”
· In 2015, we commenced a clinical trial in the UK for an expanded indication for the Argus II System in individuals with dry age related macular degeneration (AMD).

Currently, after more than 16 years of research and development, more than $160 million of investment and over $33 million of grants received in support of our technology development, we employ approximately 100 people in the development (engineering and clinical), manufacture, and commercialization of the Argus II System and future products.

Our Technology

The Argus II System employs electrical stimulation to bypass degenerated photoreceptor cells and to stimulate remaining viable retinal cells thereby inducing visual perception in blind individuals. The Argus II System works by converting video images captured by a miniature camera housed in a patient’s glasses into a series of small electrical pulses that are transmitted wirelessly to an array of electrodes that are implanted on the surface of the retina. These pulses are intended to stimulate the retina’s remaining cells, resulting in a corresponding perception of patterns of light in the brain. Following the implant surgery, patients learn to interpret these visual patterns thereby regaining some useful vision, allowing them to detect shapes of people and objects in their surroundings.

We believe the Argus II System possesses several unique technological advancements compared to other neurostimulation devices including a hermetic package with the smallest size and largest number of individually programmable electrodes, and a patented electrode material that allows high charge densities and small electrode size. Several other engineering challenges, including device reliability, extended lifetime, and a safe and effective bio-interface, were overcome during the development of the product and these solutions have been protected both by patents and by trade secrets. As of April 19, 2016, we have 360 issued patents and 144 pending patent applications, on a worldwide basis. Additionally, from a competitive standpoint, the Argus II System possesses attractive technical and other features that include:

· A unique patented design that allows a demonstrated lifetime over 8.5 years, and a demonstrated stable clinical benefit over six years,
· Surgical implantation that can be performed in three to four hours using standard vitreoretinal techniques,
· Individually programmable electrodes on the prosthesis which can permit further optimization of the device after implantation (i.e. upgradeable software).

We have demonstrated the ability to design products with long-term reliability. The Argus I retinal prosthesis, a proof of concept device that was a predecessor to the Argus II, was implanted in six patients in the United States. Argus I patients were implanted an average of 5.8 years, with one patient having used the Argus I device for over 10 years. The Argus II System has been implanted in over 178 patients. The average implant duration for these patients is 2.4 years with several users continuing to use the system more than eight years following implantation.

Our Markets

Retinitis Pigmentosa (RP)

RP is a group of inherited disorders that affect the retina. The retina is a layer of nerve cells at the back of the eye. RP is a disease that gradually robs relatively young people of their vision over time. Onset of RP is often noted in the teen years or early twenties, typically as night blindness. This is followed by a period of peripheral vision loss, until the patient is left with a tunnel of vision and then no remaining sight. Although there are various genetic causes (over 100) and thus variability in the disease progression, many people with advanced RP have lost all functional vision by their 40s or 50s. The Argus II System works by bypassing rods and cones which are defunct in these patients and sending electrical signals directly to the retina’s remaining healthy cells.

Although there are reported trials for other treatments underway, to our knowledge the Argus II System remains the only approved therapeutic option for end-stage RP in the US, and to our knowledge it is the only treatment option generally available to commercial patients anywhere in the world.

Worldwide, an estimated 1.5 million people suffer from RP 1 , which includes about 100,000 in the US 2 . Pan-European data is not readily available, but we believe it is reasonable to estimate that the average prevalence throughout Europe is similar to the average prevalence within the US, and so the ratio of populations could be used to estimate the number of Europeans affected as 167,000 in the 28 EU countries 3,4 . Approximately 25% of people with RP in the US have vision that is 20/200 or worse (legally blind) 5 . Since the bare light perception or worse vision criterion for the US indication is worse than 20/200, we believe that the subset of patients that can be treated by the Argus II System is less than 25,000 in the US. In Europe, the indicated vision loss for Argus II patients is severe to profound which, while better than bare light perception, remains somewhat worse than 20/200. An estimated 42,000 patients in Europe with RP have vision worse than 20/200 and we estimate that the subset of RP patients that can be treated in Europe to be somewhat smaller than this number. Worldwide, we estimate that 375,000 people are legally blind due to RP, and that a portion of these would be candidates for the Argus II System.

Age Related Macular Degeneration (AMD)

AMD is a relatively common eye condition and the leading cause of vision loss among people age 65 and older 6 . The macula is a small spot near the center of the retina and its damage results in loss of central vision. AMD can start as a blurred area near the center of vision and over time it can grow larger until loss of central vision occurs. Central vision is extremely important for everyday tasks such as reading, writing, and face recognition.

There are three stages of AMD defined in part by the size of drusen (yellow deposits) under the retina. Early and intermediate stage AMD has few symptoms or vision loss. These earlier stages of the disease are usually left untreated or dealt with using diet supplementation. People with advanced AMD have vision loss from damage to the macula. There are two types of late stage AMD:

· Dry AMD: There is a breakdown of light sensitive cells in the macula that send visual information to the brain, and the supporting tissue beneath the macula. This damage causes vision loss.
· Wet AMD: Blood vessels grow underneath the retina. These vessels might leak blood which may lead to swelling and damage of the macula. This damage may be severe and can progress quickly.

Worldwide, between 20 and 25 million people suffer from vision loss due to AMD 7 , and of these about 2 million have vision that is considered legally blind, or worse 8 . In the US, just over two million people experience vision loss due to AMD according to a 2010 study by the National Eye Institute. Of the 1.3 million legally blind Americans 9 , we estimate that 42.5% (or 552,500) are due to AMD 10 . Applying this percent of legally blind due to AMD (42.5%) to the total number of legally blind people in Europe (2.55 million) 11 , we estimate the population of legally blind individuals from AMD to be about 1.08 million individuals in Europe, we believe the Argus II System may be able to help a subset of these legally blind AMD patients who have severe to profound vision loss.

Other diseases resulting in blindness that may be treated by Orion I cortical visual prosthesis system

Many diseases outside of RP and AMD can also cause blindness. Many of the largest causes of visual impairment (i.e. refractive error and cataracts) are avoidable or curable, and their prolonged or untreated impact on vision is largely observed in developing nations. Some other causes of blindness, such as brain trauma, may also not be suitable for treatment by a cortical stimulator. However, the remaining causes of severe vision loss which include glaucoma, diabetic retinopathy, eye trauma, retinopathy of prematurity and many others can result in severe visual impairment that we anticipate to be treatable by an Orion I visual prosthesis system.

1 Weleber, R.G. and Gregory-Evans, K. (2001) ‘Retinitis Pigmentosa and allied disorders.’ In Ryan, S.J. (ed.), Retina. Mosby, St. Louis, pp, 362-470.

2 Foundation Fighting Blindness estimates that about 100,000 Americans are affected by RP or similar diseases. (http://www.ffb.ca/documents/File/rp_guide/Guide_to_RP_and_Other_Related_Diseases.pdf).

3 Eurostat. Retrieved 1 January 2013.

4 Haim M. Epidemiology of Retinitis Pigmentosa in Denmark. Acta Ophthalmol Scand Suppl 2002; 1-34.

5 Grover et al., ‘Visual Acuity Impairment in Patients with Retinitis Pigmentosa at Age 45 Years or Older’, Ophthalmology. 1999 Sept; 106(9):1780-5.

6 The Eye Diseases Prevalence Research Group, 2004a; CDC, 2009.

7 Choptar, A., Chakravarthy, U., and Verma, D. ‘Age Related Macular Degeneration’. BJM 2003;326:485.

8 Global Data on Visual Impairments 2010, World Health Organization.

9 National Eye Institute ( http://www.nei.nih.gov/eyedata/blind.asp).

10 Congdon N, O’Colmain B, Klaver CC, et al. Causes and prevalence of visual impairment among adults in the United States. Arch Ophthalmol. Apr 2004;122(4):477-485. This percent amount was derived from the rates of different causes of blindness by different races and racial demographic data from 2010 US Census data.

11 Global Data on Visual Impairments 2010, World Health Organization.

According to the World Health Organization (WHO) 12 , 285 million people suffer from vision loss worldwide. Of these, 39 million people are considered legally blind. The WHO further estimates that 80% of legal blindness is avoidable, leaving 7.8 million legally blind individuals, including those blind due to AMD and RP, or 5.8 million excluding AMD and RP. In the US, 1.3 million people are legally blind 13 of which we estimate 44.3%, or 575,900, are legally blind due to causes other than preventable/treatable conditions, RP or AMD 14 . Applying the same logic, we estimate 1.13 million individuals are legally blind in Europe due to causes other than preventable/treatable conditions, RP or AMD.

Our Strategy

Second Sight’s strategy can be summarized as follows:

· Grow our commercial footprint, continue to expand reimbursement coverage in our target markets, and reach a larger proportion of eligible patients.
· Leverage proven ARGUS technology to restore some vision with cortical stimulation and expand addressable markets to those patients who are blind from eye trauma, optic nerve disease, and other causes.

Grow commercial footprint, secure adequate reimbursement and connect with patients

We launched the Argus II System in Italy and Germany at the end of 2011; in Saudi Arabia, France, the Netherlands and the United Kingdom in 2013; in Switzerland, Spain, the US and Canada in 2014; and Austria and Turkey in 2015. We continue to employ a Centers of Excellence sales strategy, deploying the Argus II at prominent and reputable eye centers. We believe this strategy represents an efficient use of our capital after giving consideration to the following factors:

· The complexity of the technology, surgery, and treatment paradigm.
· The cost of selecting, qualifying, training and supporting new centers.

When selecting new sites, we focus on high quality health providers considering the following factors:

· Desire and capability of institution to perform a meaningful number of surgeries annually.

As of December 31, 2015, we had 15 centers in the United States and Canada that are actively implanting the Argus II. We believe that we will be able to serve the domestic RP market by having approximately 50 implanting centers across the US. In Europe and the Middle East, we have 18 eye centers that are actively implanting the Argus II (eight in Germany, three in France, one in Saudi Arabia, two in Turkey, two in Spain, and two in Italy). We believe that we will be able to serve the European and Middle East markets for RP by having approximately 50 – 75 centers across Europe and the Middle East.

12 WHO Fact Sheet number 282, updated October 2013.

13 National Eye Institute (http://www.nei.nih.gov/eyedata/blind.asp).

14 Congdon N, O’Colmain B, Klaver CC, et al. Causes and prevalence of visual impairment among adults in the United States. Arch Ophthalmol. Apr 2004;122(4):477-485. This percent amount was derived from the rates of different causes of blindness by different races and racial demographic data from 2010 US Census data.

To date, we have employed direct sales and clinical specialists to service our markets in the US and Canada. The majority of our markets in Europe are also serviced by a direct sales and clinical specialist team. As of December 31, 2015, the sales/clinical specialist teams for North America numbered four persons and numbered eight persons for Europe and the Middle East. In some cases, we believe that we can more efficiently expand our reach by securing distributors in key markets. To date, we have appointed distributors in Argentina, South Korea, Spain, Turkey and Saudi Arabia. We expect that our distributors will commit to providing support services that include marketing, market access, sales, surgical support and service.

The company is evaluating potential new markets including countries in Eastern Europe, the Middle East, Latin America or Asia Pacific regions. We will selectively enter markets based on multiple factors including: the presence of RP patients, skilled surgeons, a facility with the necessary support infrastructure, a reliable source of funding or reimbursement, and our ability to effectively provide needed clinical or surgical support.

Obtaining reimbursement from governmental and private insurance companies is critical to our future commercial success. Due to the cost of the Argus II System, our sales would be limited without the availability of third party reimbursement. In the US, coding, coverage, and payment are necessary for the surgical procedure and Argus II system to be reimbursed by payers. Coding has been established for the device and the surgical procedure. Coverage and payment vary by payer. Argus II patients are eligible for Medicare, and coverage is primarily provided through traditional Medicare (sometimes referred to as Medicare Fee-for-Service (FFS)) or Medicare Advantage. A small percentage of patients are covered by commercial insurers.

· Medicare FFS patients – Coverage is determined by Medicare Administrative Contractors (MACs) that administer various geographic regions of the US. As of April 18, 2016, five of 12 MACs (17 states, Puerto Rico and US Virgin Islands) have made positive coverage decisions for the Argus II. Effective January 1, 2016, the Centers for Medicare & Medicaid Services (CMS) established a New Technology Ambulatory Payment Class (APC) 1599, Level 48, with a payment rate of $95,000 for both the procedure and the Argus II Retinal Prosthesis System. From October 1, 2013 through December 31, 2015, the Argus II was classified as having pass-through payment status and the device was paid separately from the procedure.
· Medicare Advantage patients – Medicare Advantage plans are required to cover the same benefits as those covered by the MAC in that jurisdiction. For example, if a MAC in a jurisdiction has favorable coverage for the Argus II, then all Medicare Advantage plans in that MAC jurisdiction are required to offer the same coverage for the Argus II. Individual hospitals and ASCs may negotiate Medicare Advantage contracts specific to that individual facility, which may include additional separate payment for the Argus II implant system. In addition, procedural payment is variable and can be based on a percentage of billed charges, payment groupings or other individually negotiated payment methodologies. Medicare Advantage plans also allow providers to confirm coverage and payment for the Argus II procedure in advance of implantation. In 2015, 93% or 13 of 14 Medicare Advantage pre-authorization requests were granted.
· Commercially insured patients – Commercial insurance plans make coverage and payment rate decisions independent of Medicare decisions and contracts are individually negotiated with facility and physician providers.

In 2015, 32 individuals in the US and Canada received and were implanted with the Argus II technology. Of these, nine were Medicare FFS patients, 13 were Medicare Advantage patients and three were commercially insured patients. The remaining seven patients were covered by private pay, Veteran’s Administration, or other insurers.

A significant focus for 2016, and beyond, will be expanding US reimbursement coverage and working with Centers for Medicare and Medicaid Services (CMS), an agency of the Department of Health and Human Services, to establish Medicare hospital outpatient and ambulatory surgery center payment rates that are in line with facility costs. We have individuals working at Second Sight dedicated to reimbursement and employ a variety of consultants with expertise in this field. Currently, five MACs that oversee 17 states and two US Territories have agreed to cover the Argus II System when medically necessary for the FDA approved indications. The MACs now covering the Argus II include First Coast Service Options (covers on a case-by-case basis for Florida, Puerto Rico and US Virgin Islands), CGS Administrators, LLC (for the states of Ohio and Kentucky), Palmetto GBA (for the states of North and South Carolina, West Virginia and Virginia, other than the counties of Arlington and Fairfax in Virginia and the City of Arlington in Virginia), National Government Services, Inc. (NGS), Jurisdiction 6 (for the states of Illinois, Minnesota and Wisconsin), and NGS, Jurisdiction K (for the states of Connecticut, New York, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont). We are actively engaged with the remaining MACs and are committed to providing them with clinical evidence to support our requests for coverage. We expect that additional positive coverage decisions will be issued over time but cannot predict timing or ultimate success with each MAC.

We are actively engaged with CMS concerning the outpatient payment rate for Medicare FFS patients. As discussed above, the 2016 Medicare hospital outpatient payment rate for the Argus procedure is $95,000. Based on available cost information, the Medicare hospital outpatient payment rate should be at least $150,000 to fully cover the hospitals’ costs for the device and procedure (with physician fees being billed and reimbursed separately). Our efforts have been focused on changing the 2016 payment rate to be more reflective of hospitals’ actual costs. Since March 1, 2016, we have been operating our business with the belief that the US outpatient payment rate will remain $95,000 in 2016. In parallel, the company is focused on obtaining a 2017 outpatient payment rate that adequately covers hospital costs. Several paths exist to accomplishing this goal including continued education of hospitals concerning the importance of properly coding, billing and submitting Argus II Medicare claims. This activity is important to establish an accurate claims data base that CMS will use to set future payment rates. Finally, the company is exploring other options for changes to Medicare payment policy that may facilitate appropriate reimbursement. No assurance can be given that the company will be successful in any of these endeavors. Given the recent CMS pricing decision, the Company made the determination in late February 2016 to temporarily discount the Argus device in the US to approximately $92,000 compared to $144,000 the Company sold the products for in 2015.

The Agency for Healthcare Research and Quality, or AHRQ, which is another agency of the Department of Health and Human Services, has reported that it is underway in preparing a Technology Assessment that will provide an overview of retinal prosthesis systems (RPSs). We anticipate that this technology assessment will summarize the current state of RPSs as well as the existing evidence addressing their clinical utility and the potential future directions for research in areas in which information is limited. A draft report will be published for public comment and peer review prior to the issuance of a final report. Second Sight intends to provide comments to AHRQ when the draft report is available. A description of this technology assessment protocol can be found at http://www.ahrq.gov/research/findings/ta/index.html#taprogress. No timeline for the process is currently available and no assurance can be given as to what impact, if any, this report may have on us.

Within Europe, we have obtained reimbursement approval in Germany, France and two regions of Italy. We also are seeking reimbursement approval in other countries including the United Kingdom, Belgium, Netherlands, Switzerland and Turkey. In France, Second Sight was selected to receive the first "Forfait Innovation" (Innovation Bundle) from the Ministry of Health, which is a special funding program for breakthrough procedures to be introduced into clinical practice. As part of this program, Second Sight is conducting a post-market study in France which will enroll a total of 18 subjects and follow them for two years. The French program will fund implantation of up to 18 additional patients that will not be part of the post-market study. After review of the study’s results, we expect Argus II therapy to be covered and funded through the standard payment system in France, however, we can provide no assurance that the French government will continue to fund the Argus II after the first 36 implants.

To date, we have not faced traditional sales challenges in any of our markets, largely due to the currently unmet clinical need and the lack of any other available device or competitive treatment for RP-caused profound blindness. Our marketing activities have focused on raising awareness of the Argus II System with potential patients, implanting physicians, and referring physicians. Our marketing activities include exhibiting, sponsoring symposia, and securing podium presence at professional and trade shows, securing journalist coverage in popular and trade media, attending patient meetings focused on educating patients about existing and future treatments, and sponsoring information sessions for the Argus II System. In the US, our efforts in 2016 will focus on presenting media ads dedicated to RP patients and their families. These ads will be placed in geographic areas where we have proven implanting centers and established reimbursement. Based on pilot efforts we conducted in 2015 we believe this may be a cost-efficient method to connect qualified patients with Argus II implanting centers. As of March 1, 2016 the Company had a US patient interest list with over 150 verbally qualified individuals.

Expand Argus II use in RP population with improved product performance

The Argus II System is currently approved for RP patients with bare or no light perception in the US, and in Europe for severe to profound vision loss due to outer retinal degeneration, such as from retinitis pigmentosa, choroideremia, and other similar conditions. The number of people who are legally blind due to RP is estimated to be about 25,000 in the US, 42,000 in Europe, and about 375,000 total worldwide. A subset of these patients would be eligible for the Argus II System since the approved baseline vision for the Argus II System is worse than legally blind (20/200). Scarce epidemiological data on visual acuity below legal blindness make it difficult to determine a precise estimate of the potential patient population for this device.

The company believes an opportunity exists to expand the use of its technology to better sighted individuals with RP than are currently being treated. In order to achieve this market expansion, the company is undertaking multiple development efforts to improve the technology’s performance. These efforts include:

· External hardware - We expect to launch new externals in early 2017. These new externals will include the head mounted telemetry system (eyewear), camera and the video processing unit (VPU). We anticipate that the new VPU will possess processing power over 25 times greater than the current Argus II system and will enable enhanced image processing and retina stimulation protocols discussed further below.
· Image processing software – We are developing advanced software to improve the quality and usefulness of the Argus II vision delivered to patients. The development of these software packages is in the early phases and no assurance can be made that our efforts will be successful. If successful, we expect that these software packages, which will run on the new external hardware platform, should be available commercially in 2017.
· Retina stimulation protocols – Preliminary animal and human data by our team and other researchers suggests that we can achieve improved resolution by adjusting retinal stimulation protocols. Examples include long pulses and sine waves to create a more focused percept, and current steering to cause perception of pixels between electrodes. We expect to test these protocols in patients using the new external hardware platform in 2017 and, if successful, they could be available commercially in 2018.
· 3 rd generation retina implants and external hardware – We are developing and evaluating multiple next generation retinal implants and external hardware that could improve visual performance in RP patients and patients with other forms of blindness.

As these development efforts proceed, the company will prioritize the technologies or approaches that offer the most potential benefit and attempt further to define the regulatory and reimbursement pathway to bring each to the market.

Enter AMD market with Argus II to access a substantially larger market

We believe we can expand the market for the Argus II System beyond RP to patients with severe to profound vision loss due to dry age-related macular degeneration or dry AMD. We began a five-subject pilot study in the United Kingdom in June 2015, to determine the utility of the Argus II System for use in persons suffering from dry AMD. As of December 31, 2015, we have enrolled four of five patients and in mid April 2016 we enrolled the fifth and final patient. All subjects will be evaluated over a six month period. We will finalize our go-forward strategy after patient performance is more fully undersood and in consultation with our physician scientific advisers. If this small study yields positive results, we may elect to conduct a larger pivotal study in Europe and the United States intended to demonstrate the safety and effectiveness of this therapy. We expect that these clinical trial data would be used to support regulatory approval in the US and Europe that may expand our indications for use specifically to cover dry AMD, and seek reimbursement in these markets for this expanded indication. We estimate the population of people who are legally blind due to AMD to be about 552,500 in the US, 1.08 million in Europe, and two million worldwide. If approved for marketing, a subset of these patients (such as those with dry AMD) would be eligible for the Argus II.

The size and timing of a potential pivotal study are dependent on multiple factors including the actual subset of AMD patients we target and whether we decide to modify the Argus II system prior to commencing a pivotal study. The subset of patients will influence the regulatory and reimbursement pathways, the size of the study and the length of time required to enroll the study. The company is also evaluating the potential benefits of system changes optimized for AMD. No assurance can be given that we will be successful in any of these endeavors.

Leverage proven ARGUS technology to restore vision with cortical stimulation and expand addressable market to those who are blind from eye trauma, optic nerve disease, and other causes.

We are developing another product for cortical stimulation that we expect will be able to treat nearly all forms of profound blindness. As currently planned, the Orion I visual prosthesis system will be based on technology that we utilize in our Argus II system.

We believe we can further expand our market to include nearly all profoundly blind individuals, other than those who are blind due to preventable diseases or due to brain damage, by developing a visual cortical prosthesis. We refer to this product as the Orion TM I visual prosthesis system. Our objective in designing and developing the Orion I visual prosthesis system is to bypass the optic nerve and directly stimulate the part of the brain responsible for vision. We intend to develop the Orion I visual prosthesis by leveraging the Argus II system and plan to begin clinical trials of the Orion I visual prosthesis system in the first half of 2017. We estimate that there are about 575,900 people in the US, 1.13 million in Europe, and about 5.8 million worldwide who are legally blind due to causes other than preventable conditions, RP or AMD. If approved for marketing, the FDA will determine the subset of these patients who are eligible for the Orion I.

Our Competition

The US life sciences industry is highly competitive and well-positioned for future growth. The treatment of blindness is a significant clinically unmet need and others continue to make progress. There are several approaches to treating blindness including:

· Retinal Prostheses (including the Argus II): aimed at giving more visual ability to a blind patient via implanting a device in the eye to stimulate remaining retina cells. Electrical neurostimulation technology has seen growing use in recent years for numerous applications– such as chronic pain, Parkinson’s Disease, Essential Tremor, Epilepsy, and others.
· Transplants: transplanting retinal tissue to stimulate remaining retina cells.
· Stem Cells : generally involves implanting immature retinal support cells aimed at slowing retinal degeneration. A single patient with wet AMD was recently implanted in London with an embryonic stem cell line. No data is yet available as to safety or efficacy of this implantation.
· Genetics and Gene Therapy : involves identifying a specific gene that is causing retinal problems (there are over 120 for retinitis pigmentosa alone) resulting in visual impairments and blindness; and inserting healthy genes into an individual’s cells using a virus to treat the diseases. A company recently announced phase 3 data for a 21 patient study with a median age of 11 for a gene that affects a very small percentage of retinitis pigmentosa patients, RPE65. They met their primary endpoint (completing a maze test) but did not improve visual acuity. They are expected to apply for FDA approval in 2016. Should this product garner FDA approval, we believe that there is essentially no overlap with our current market since our patients are generally older (Argus II is indicated for an age minimum of 25 in the US). That study involved injecting better sighted patients in attempting to show an improvement in residual vision rather than restoring vision that is completely lost which is the objective of the Argus II treatment.
· Optogenetics Therapy : aimed at bypassing compromised photoreceptors and inducing light sensitivity in other retinal cells. This therapy also requires infecting the patient’s cells with a virus. However, instead of fixing a gene defect, this approach would cause cells within the eye to become light sensitive. Animal work has shown that these cells are not sensitive enough to respond to ambient light, so this approach currently also requires a light amplifier outside the

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SECOND SIGHT MEDICAL PRODUCTS INC's Chairman of Board just cashed-in 8,223 options - April 20, 2016
Other definitive proxy statements - April 15, 2016
Initial statement of beneficial ownership of securities - April 5, 2016
Current report, items 5.02, 8.01, and 9.01 - March 25, 2016