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Asensus Surgical, Inc. Form 8-K: Current report, 2013

Asensus Surgical, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2013-12-09: Form 8-K; Period of report 2013-12-06; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2013-11-18: Form 8-K; Period of report 2013-11-12; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2013-11-13: Form 8-K/A; Period of report 2013-09-03; Description 9.01 Financial Statements and Exhibits; Details 9.01.
  • 2013-11-01: Form 8-K; Period of report 2013-10-29; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-12-098-K2013-12-065.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 SafeStitch Medical, Inc. (the “Company”) filed its Amended and Restated Certificate of Incorporation on December 6, 2013, with the Secretary of State of the State of Delaware (the “Restated Certificate”).htm_48926.htm
2013-11-188-K2013-11-122.02 Results of Operations and Financial Condition2.02 On November 12, 2013, SafeStitch Medical, Inc., a Delaware corporation (“SafeStitch” or the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2013.d627741d8k.htm
2013-11-138-K/A2013-09-039.01 Financial Statements and Exhibits9.01 (b) Pro Forma Financial Information.v360148_8ka.htm
2013-11-018-K2013-10-295.07 Submission of Matters to a Vote of Security Holders5.07 On October 29, 2013, certain stockholders (the “Majority Stockholders”) of SafeStitch Medical, Inc., a Delaware corporation (the “Company”), took action by written consent (“Written Consent”).htm_48749.htm
2013-09-308-K2013-09-254.01 Changes in Registrant's Certifying Accountant4.01 On September 25, 2013, the Audit Committee of the Board of Directors of SafeStitch Medical, Inc. (the “Company”) appointed BDO USA, LLC (“BDO”) as the Company’s principal independent registered public accountant to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2013.htm_48557.htm
2013-09-238-K2013-09-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) (c) On September 22, 2013, the Board of Directors of SafeStitch Medical, Inc. (the “Company”) appointed Joseph P. Slattery as its Executive Vice President and Chief Financial Officer effective October 2, 2013.htm_48513.htm
2013-09-068-K2013-08-302.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 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; 7.01 Regulation FD Disclosure2.03 As previously reported in the Current Report on Form 8-K, filed by SafeStitch with the Securities and Exchange Commission (“SEC”) on August 14, 2013 (the “Prior Form 8-K”), SafeStitch entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Tweety Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SafeStitch (“Merger Sub”), and TransEnterix.
3.02 The disclosures under the heading “Private Placement” set forth in Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02.
3.03 The information with respect to the Series B Preferred Stock set forth under the heading “Preferred Stock” above and the complete text of the Certificate of Designation, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, are incorporated by reference into this Item 3.03.
5.01 The disclosures set forth in Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item.
5.02 Effective as of the Closing Date, Jeffrey G. Spragens, Charles J. Filipi, Chao C. Chen, Steven D. Rubin, and Kevin T. Wayne all resigned from the Board and from any committee of the Board of which they were a member.
5.03 The information with respect to the Series B Preferred Stock set forth under the heading “Preferred Stock” above and the complete text of the Certificate of Designation, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, are incorporated by reference in this Item 5.03.
7.01 On September 4, 2013, the Company issued a press release announcing consummation of the Merger with TransEnterix pursuant to the Merger Agreement.
d591765d8k.htm
2013-08-148-K2013-08-131.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure3.02 On August 13, 2013, SafeStitch Medical, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tweety Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and TransEnterix, Inc., a Delaware corporation (“TransEnterix”).
7.01 On August 14, the Company issued a press release announcing the Merger Agreement and the Merger.
d584561d8k.htm
2013-06-188-K2013-06-185.07 Submission of Matters to a Vote of Security Holders5.07 At the Annual Meeting of Stockholders of SafeStitch Medical, Inc. (the “Company”) held on June 18, 2013, the Company’s stockholders considered one proposal.htm_47949.htm
2013-03-268-K2013-03-221.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
3.02 The information disclosed under Item 1.01 of this current report on Form 8-K is incorporated in this Item 3.02 by reference.
7.01 The information in Item 7.01 of this current report on Form 8-K attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
htm_47367.htm
2013-02-288-K2013-02-221.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.03 On February 22, 2013, SafeStitch Medical, Inc. ("SafeStitch") entered into a Promissory Note in the principal amount of $200,000.00 with Jane Hsiao, SafeStitch's Chairman of the Board (the "Hsiao Note").
htm_47202.htm
2013-01-028-K2012-12-261.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.03 On December 26, 2012, SafeStitch Medical, Inc. ("SafeStitch") entered into a Promissory Note in the principal amount of $300,000.00 with Frost Gamma Investments Trust ("Frost Gamma"), an entity controlled by SafeStitch's largest beneficial holder of common stock, Dr. Phillip Frost.
htm_46775.htm