Asensus Surgical, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-08-22: Form 8-K; Period of report 2024-08-22; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2024-08-20: Form 8-K; Period of report 2024-08-20; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2024-08-13: Form 8-K; Period of report 2024-08-13; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2024-07-29: Form 8-K; Period of report 2024-07-29; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-08-22 | 8-K | 2024-08-22 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 On August 22, 2024, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Surviving Corporation”). 3.01 In connection with the consummation of the Merger, on August 22, 2024, the Company notified the NYSE American exchange (the “NYSE American”) of the consummation of the Merger and requested that the NYSE American file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01, and Item 5.03 are incorporated herein by reference. 5.01 The disclosures set forth under the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 are incorporated herein by reference. 5.02 In connection with the consummation of the Merger, and effective as of the Effective Time, each of Anthony Fernando, David Milne, Andrea Biffi, Kevin Hobert, Elizabeth Kwo, Richard Pfenniger and William Starling, Jr., the members of the Board of Directors of the Company (the “Board”), holding these positions immediately prior to the effective time resigned from the Board and from all Board committees on which these directors served. 5.03 Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). 8.01 On August 22, 2024, the Company and KARL STORZ issued a joint press release announcing that the Merger had closed. | asxc20240820_8k.htm |
| 2024-08-20 | 8-K | 2024-08-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 20, 2024, Asensus Surgical, Inc., a Delaware corporation, (the “Company”) held a virtual special meeting of stockholders (the “Special Meeting”) to consider and vote on the proposals set forth in the definitive proxy statement of the Company prepared in connection with the Merger (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 5, 2024. | asxc20240819_8k.htm |
| 2024-08-13 | 8-K | 2024-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2024, Asensus Surgical, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the second quarter ended June 30, 2024. | asxc20240813_8k.htm |
| 2024-07-29 | 8-K | 2024-07-29 | 8.01 Other Events | 8.01 On June 6, 2024, Asensus Surgical, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with KARL STORZ Endoscopy-America, Inc., a California corporation (“Parent”), and Karl Storz California Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | asxc20240726_8k.htm |
| 2024-06-07 | 8-K | 2024-06-06 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On June 6, 2024, Asensus Surgical, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with KARL STORZ Endoscopy-America, Inc., a California corporation (“Parent”), and Karl Storz California Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”). 8.01 On April 3, 2024, the Company issued a promissory note in favor of KARL STORZ in the principal amount of up to $20 million (the “Note”). | asxc20240606_8k.htm |
| 2024-05-15 | 8-K | 2024-05-14 | 2.02 Results of Operations and Financial Condition | 2.02 On May 14, 2024, Asensus Surgical, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the first quarter ended March 31, 2024. | asxc20240514_8k.htm |
| 2024-05-15 | 8-K | 2024-05-15 | 5.08 Shareholder Director Nominations | 5.08 In connection with the 2023 Annual Meeting of Stockholders of Asensus Surgical, Inc. (the “Company”), held on June 6, 2023 (the “2023 Annual Meeting”), the related proxy statement informed stockholders wishing to submit a nomination for a director candidate, or a proposal for inclusion in the Company’s proxy statement for its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), of the various dates by which such proposals or nominations needed to be delivered to the Company. | asxc20240513_8k.htm |
| 2024-04-03 | 8-K | 2024-04-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference under this Item 2.03. 3.03 The Loan Agreement imposes restrictions on the Company’s ability to declare dividends without KARL STORZ’s prior written consent. | asxc20240402_8k.htm |
| 2024-03-25 | 8-K | 2024-03-21 | 2.02 Results of Operations and Financial Condition | 2.02 On March 21, 2024, Asensus Surgical, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023. | asxc20240321_8k.htm |
| 2024-01-08 | 8-K | 2024-01-08 | 2.02 Results of Operations and Financial Condition | 2.02 On January 8, 2024, Asensus Surgical, Inc., a Delaware corporation (the “Company”), issued a press release announcing its preliminary unaudited financial results for the fourth quarter and year ended December 31, 2023. | asxc20240107_8k.htm |
| 2024-01-04 | 8-K | 2024-01-04 | 8.01 Other Events | 8.01 Asensus Surgical, Inc. (the “Company”) issued a press release on January 4, 2024 (the “Press Release”) related to the completion of its in vivo Surgeon Lab for the LUNA™ Surgical Robotic System. | asxc20240103_8k.htm |