7350000 Shares Common Stock JP Morgan Bofa
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Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257790 Prospectus 7,350,000 Shares Common stock This is the initial public offering of shares of common stock by RxSight, Inc. We are offering 7,350,000 shares of our common stock to be sold in this offering. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on Nasdaq Global Market under the symbol “RXST.” We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Per Share Total Initial public offering price $ 16.00 $117,600,000 Underwriting discounts and commissions(1) $ 1.12 $ 8,232,000 Proceeds, before expenses, to us $ 14.88 $109,368,000 (1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an aggregate of 1,102,500 additional shares of common stock at the public offering price less underwriting discounts and commissions. The underwriters expect to deliver the shares of common stock to purchasers on or about August 3, 2021. Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page 17 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. J.P. Morgan BofA Securities SVB Leerink Wells Fargo Securities BTIG The date of this prospectus is July 29, 2021. Table of Contents Adjustable Betterfor every Medicine. patient. Better Business. theThe first Light and Adjustable only implantable Lens™ is adjustedintraocular after lens cataract that can surgery be . A©2021 cataract RxSIGHT is the .clouding All Rights and Reserved. hardening COM of the 0072 eye’s natural lens. To treat them, a surgeon removes the cloudy lens and replaces it with an intraocular lens (IOL). Nearly 30 million Currentglobal cataract IOL options surgeries for cataract are performed surgery eachoften yearfail to. meet the demands of ophthalmologists predictor their visionpatients. outcomes. This is because non-adjustable lenses rely on pre-operative estimates to Table of Contents intraocularThe RxSight lens Light that Adjustable can be adjusted Lens® (LAL)after cataract is the first surgery and only. implantable RxSightThe revolutionary Light Delivery LAL canDevice be optimized(LDD). The and adjustment adjusted beamafter surgery from the using LDD the reshapes Adjustmentthe lens, creating Beam a fully customized lens for each patient. CustomShape Change Vision PatientsLASIK-like are accuracy approximately in cataract 2x more surgery likely to achieve 20/20 vision or better without glasses at 6 months.1 Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1 The Offering 12 Summary Financial Data 14 Risk Factors 17 Special Note Regarding Forward-Looking Statements 86 Market, Industry And Other Data 88 Use Of Proceeds 89 Dividend Policy 90 Capitalization 91 Dilution 93 Selected Financial Data 96 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 99 Business 122 Management 162 Executive Compensation 174 Certain Relationships And Related Party Transactions 190 Principal Stockholders 192 Description Of Capital Stock 195 Shares Eligible For Future Sale 201 Material U.S. Federal Income Tax Considerations For Non-U.S. Holders Of Our Common Stock 204 Underwriting 209 Legal Matters 221 Experts 221 Where You Can Find Additional Information 221 Index To Financial Statements F-1 Through and including August 23, 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. We and the underwriters have not authorized anyone to provide you any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this i Table of Contents prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus includes industry and market data that we obtained from industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These sources may include government and industry sources. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. For investors outside of the United States: we have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. ii Table of Contents Prospectus summary This summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. It does not contain all of the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. In this prospectus, unless context requires otherwise, references to “we,” “us,” “our,” “RxSight,” or “the Company” refer to RxSight, Inc. Overview We are a commercial-stage medical technology company dedicated to improving the vision of patients following cataract surgery. Our proprietary RxSight Light Adjustable Lens system (“RxSight system”), comprised of our RxSight Light Adjustable Lens (“LAL”), RxSight Light Delivery Device (“LDD”) and accessories, is the first and only commercially available intraocular lens (“IOL”) technology that enables doctors to customize and optimize visual acuity for patients after cataract surgery. Our LAL is made of proprietary photosensitive material that changes shape in response to specific patterns of ultraviolet (“UV”) light generated by our LDD. With the RxSight system, the surgeon performs a standard cataract procedure to implant the LAL, determines refractive error with patient input after healing is complete, and then uses the LDD to modify the lens with the exact amount of visual correction needed to achieve the patient’s desired vision outcomes. Alternative IOL technologies, in contrast, are not adjustable following the surgery and therefore require patients to make pre-operative choices about their visual preferences, which can often result in patient dissatisfaction when visual outcomes fail to meet expectations. We designed our system to maximize patient and doctor satisfaction through superior visual outcomes. In the pivotal study that formed the basis for our U.S. Food and Drug Administration, or FDA, approval, the observed rate of eyes with 20/20 or better uncorrected distance visual acuity for our LAL was 70.1%. This compares favorably to the results of pivotal studies with similar study designs and patient populations that supported FDA approval of Alcon’s Acrysof Toric (38.4%), and J&J’s Tecnis Toric (43.6%). We began commercializing our solution in the United States in the third quarter of 2019 and are focused on establishing the RxSight system as the standard of care for premium IOL procedures. As of March 31, 2021, we had an installed base of 105 LDDs in ophthalmology practices, and since our inception, surgeons have performed over 10,000 surgeries with our RxSight system. Cataract surgery is the most common surgical procedure in the world, with approximately 22 million cataract surgeries performed worldwide in 2020, including 3.7 million in the United States. A cataract is a loss of transparency in the normally clear lens of the eye that can cause blurry or hazy vision, significantly interfering with daily activities and affecting quality of life. Cataracts increase in prevalence with age and develop in approximately 50% of individuals by age 60, affecting both eyes 80 to 90% of the time, and requiring surgery to restore vision in most cases. During cataract surgery, the patient’s natural lens is replaced with a clear artificial lens called an intraocular lens.