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Intersect ENT, Inc. Form 8-K: Current report

Intersect ENT, Inc. Form 8-K: Current report

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

  • 2022-05-13: Form 8-K; Period of report 2022-05-13; Description 1.02 Termination of a Material Definitive Agreement; 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 1.02.
  • 2022-05-09: Form 8-K; Period of report 2022-05-09; Description 8.01 Other Events; Details 8.01.
  • 2022-04-18: Form 8-K; Period of report 2022-04-15; Description 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; Details 1.01.
  • 2022-03-23: Form 8-K; Period of report 2022-03-23; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2022-05-138-K2022-05-131.02 Termination of a Material Definitive Agreement; 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 Events1.02 In connection with the consummation of the Merger, on May 13, 2022, Intersect will have repaid all of the outstanding obligations in respect of principal, interest, fees and expenses under (i) the Facility Agreement, dated as of May 11, 2020, by and among Intersect, certain of Intersect’s subsidiaries as guarantors from time to time party thereto, the lenders party thereto and Deerfield Partners, L.P., as agent for itself and the lenders party thereto (the “Existing Convertible Note Facility Agreement”) including payment of the Successor Major Transaction Consideration (as defined in the Existing Convertible Note Facility Agreement), and (ii) the Facility Agreement, dated as of July 22, 2021, by and among Intersect, certain of Intersect’s subsidiaries as guarantors from time to time party thereto, the lenders party thereto and Deerfield Partners, L.P., as agent for itself and the lenders party thereto (the “Existing Term Loan Agreement” and, together with the Existing Convertible Note Facility Agreement, the “Existing Facility Agreements”).
2.01 As described in the Introductory Note, on May 13, 2022, the Merger was completed.
3.01 The disclosures under the Introductory Note are incorporated herein by reference.
3.03 The disclosures under the Introductory Note and Items 2.01, 3.01 and 5.03 are incorporated herein by reference.
5.01 The disclosures under the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 are incorporated herein by reference.
5.02 The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
5.03 The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
8.01 On May 13, 2022, Parent issued a press release announcing the completion of the Merger.
brhc10037433_8k.htm
2022-05-098-K2022-05-098.01 Other Events8.01 As previously disclosed in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2021, Intersect ENT, Inc., a Delaware corporation (the “Company” or “Intersect”), entered into an Agreement and Plan of Merger, dated August 6, 2021 (the “Merger Agreement”), with Medtronic, Inc., a Minnesota corporation (“Parent”), and Project Kraken Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, in accordance with the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly-owned subsidiary of Parent (the “Merger”).xent-20220509.htm
2022-04-188-K2022-04-151.01 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 On April 15, 2022, Intersect ENT, Inc. (the “Company”), entered into an Amendment No.1 to Facility Agreement (the “Amendment”), which amends that certain Facility Agreement (as amended by the Amendment, the “Facility Agreement”), by and among the Company, as borrower, certain of the Company’s subsidiaries from time to time party thereto as guarantors and Medtronic, Inc., a Minnesota corporation (the “Lender”), providing for an incremental unsecured subordinated loan of a principal amount equal to $15 million by the Lender to the Company (the “Incremental Loan”) upon the terms and conditions set forth in the Facility Agreement (the “Financing”).
2.03 The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
xent-20220415.htm
2022-03-238-K2022-03-238.01 Other Events8.01 As previously announced, on August 6, 2021, Intersect ENT, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger with Medtronic, Inc., a Minnesota corporation (“Parent”), and Project Kraken Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.xent-20220323.htm
2021-11-028-K2021-11-022.02 Results of Operations and Financial Condition2.02 On November 2, 2021, Intersect ENT, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the third quarter ended September 30, 2021.xent-20211102.htm
2021-10-088-K2021-10-085.07 Submission of Matters to a Vote of Security Holders5.07 On October 8, 2021, Intersect ENT, Inc. (“Intersect ENT”) held a special meeting of its stockholders (the “Special Meeting”) to vote on the three proposals described in detail in Intersect ENT’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2021 and mailed to Intersect ENT stockholders on or about such date.xent-20211008.htm
2021-09-278-K2021-09-228.01 Other Events8.01 As previously disclosed, on August 6, 2021, Intersect ENT, Inc. (“Intersect ENT”), Medtronic, Inc. (“Medtronic”) and Project Kraken Merger Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Intersect ENT, with Intersect ENT surviving the merger as a wholly-owned subsidiary of Medtronic (the “Merger”).xent-20210922.htm
2021-09-278-K2021-09-251.01 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 On September 25, 2021 (the “Closing Date”), Intersect ENT, Inc. (the “Company”), entered into a Facility Agreement (the “Facility Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries from time to time party thereto as guarantors and Medtronic, Inc., a Minnesota corporation (the “Lender”), providing for unsecured subordinated loans of an aggregate principal amount of up to $75 million by the Lender to the Company (the “Loans”) upon the terms and conditions set forth in the Facility Agreement (the “Financing”).
2.03 The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
brhc10029284_8k.htm
2021-08-168-K2021-08-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 13, 2021, Intersect ENT, Inc. (the “Company”) entered into amendments to the employment agreements with each of Thomas West, the Company’s President and Chief Executive Officer, Richard Meier, the Company’s Executive Vice President and Chief Financial Officer, Patrick Broderick, the Company’s Executive Vice President, General Counsel and Corporate Secretary, and Reyna Fernandez, the Company’s Chief Human Resources Officer (collectively, the “Executive Officers”).ny20000262x4_8k.htm
2021-08-108-K2021-08-051.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 On August 5, 2021, the Company in connection with the Merger, amended the terms of its offer letter agreement with Thomas A. West, the Company’s Chief Executive Officer.
ny20000262x1_8k.htm
2021-08-068-K2021-08-062.02 Results of Operations and Financial Condition2.02 On August 6, 2021, Intersect ENT, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the second quarter ended June 30, 2021.xent-20210806.htm
2021-08-068-K2021-08-067.01 Regulation FD Disclosure7.01 On August 6, 2021, Intersect ENT, Inc., a Delaware corporation (the “Company”) and Medtronic, Inc., a Minnesota corporation and wholly-owned subsidiary of Medtronic public limited company (“Medtronic”), issued a joint press release announcing the entry into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 6, 2021, by and among the Company, Medtronic, and Project Kraken Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Medtronic pursuant to which, among other things, Medtronic will acquire the Company (the “Merger”).xent-20210806.htm
2021-07-228-K2021-07-221.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On July 22, 2021 (the “Closing Date”), Intersect ENT, Inc., (the “Company”), entered into a Facility Agreement (the “Facility Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries from time to time party thereto as guarantors and Deerfield Partners, L.P. (“Deerfield”), as agent for itself and the lenders, providing for the issuance and sale by the Company to Deerfield of senior secured loans of an aggregate principal amount of up to $60.0 million (the “Loans”) upon the terms and conditions set forth in the Facility Agreement (the “Deerfield Financing”).
2.02 On July 22, 2021, the Company issued a press release announcing its preliminary financial results for the second quarter ended June 30, 2021.
2.03 The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
xent-20210722.htm
2021-06-078-K2021-06-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective June 4, 2021, Intersect ENT, Inc. (the “Company”) has eliminated the Chief Operating Officer position in order to delayer the organization and place increased focus on innovation and growth.xent-20210604.htm
2021-06-048-K2021-06-035.07 Submission of Matters to a Vote of Security Holders5.07 On June 3, 2021, Intersect ENT, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”).xent-20210603.htm
2021-05-188-K2021-05-147.01 Regulation FD Disclosure7.01 As previously disclosed on May 10, 2021, on April 26, 2021, Intersect ENT (the “Company”) was notified by a European Notified Body (the “Notified Body”) of deficiencies in certain policies and processes after an audit at the Company’s Menlo Park, CA facility.xent-20210514.htm
2021-05-108-K2021-05-102.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On May 10, 2021, Intersect ENT, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the first quarter ended March 31, 2021.
7.01 The Press Release referenced in Item 2.02 also provides an update to the Company’s previous financial guidance for the year ending December 31, 2021.
xent-20210510.htm
2021-04-058-K2021-03-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 31, 2021, W. Anthony Vernon, resigned as a director of Intersect ENT, Inc. (the “Company”), effective immediately.xent-20210331.htm
2021-03-118-K2021-03-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 10, 2021, the Board of Directors (the “Board”) of Intersect ENT, Inc. (the “Company”) appointed Neil A. Hattangadi, M.D., M.Sc. as a member of the Board to serve until the next annual meeting of stockholders.xent-20210310.htm
2021-03-098-K2021-03-092.02 Results of Operations and Financial Condition2.02 On March 9, 2021, Intersect ENT, Inc. issued a press release (the “Press Release”) announcing its financial results for the fourth quarter and year ended December 31, 2020.xent-20210309.htm
2021-02-188-K2021-02-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 17, 2021, Frederic H. Moll, M.D., resigned as a director of Intersect ENT, Inc., effective immediately.xent-20210217.htm
2021-01-128-K2021-01-122.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On January 12, 2021, Intersect ENT, Inc. (the “Company”) issued a press release announcing its preliminary expectations of revenue for the fourth quarter ending December 31, 2020 as well as revenue guidance for the year ending December 31, 2021.
7.01 Members of the Company's management team expect to make a presentation regarding the Company (the “Presentation”) to investors and analysts and to meet with investors and analysts at the J.P. Morgan Annual Healthcare Conference between January 11, 2021 and January 14, 2021 to discuss the Presentation.
xent-20210112.htm
2020-12-238-K2020-12-221.01 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 Registrantxent-20201222.htm
2020-11-188-K2020-11-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersxent-20201116.htm
2020-11-028-K2020-11-022.02 Results of Operations and Financial Conditionxent-20201102.htm
2020-10-158-K2020-10-152.02 Results of Operations and Financial Conditionxent-20201015.htm
2020-10-028-K2020-10-028.01 Other Eventsd85953d8k.htm
2020-09-188-K2020-09-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd932480d8k.htm
2020-09-158-K2020-09-151.01 Entry into a Material Definitive Agreementd944096d8k.htm
2020-08-048-K2020-08-042.02 Results of Operations and Financial Conditiond10914d8k.htm
2020-06-158-K2020-06-093.03 Material Modification to Rights of Security Holders; 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 Disclosured944275d8k.htm
2020-06-058-K2020-06-045.07 Submission of Matters to a Vote of Security Holdersd927071d8k.htm
2020-05-118-K2020-05-111.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yeard920479d8k.htm
2020-04-138-K2020-04-132.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosured916041d8k.htm
2020-02-248-K2020-02-242.02 Results of Operations and Financial Conditiond873577d8k.htm
2020-01-228-K2020-01-201.01 Entry into a Material Definitive Agreementd839393d8k.htm
2020-01-138-K2020-01-132.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosured816882d8k.htm
2019-12-058-K2019-12-021.01 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 Registrantd827070d8k.htm
2019-11-278-K2019-11-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd841379d8k.htm
2019-11-018-K2019-11-012.02 Results of Operations and Financial Conditiond826317d8k.htm
2019-08-018-K2019-08-012.02 Results of Operations and Financial Conditiond747463d8k.htm
2019-07-258-K2019-07-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd780687d8k.htm
2019-06-278-K2019-06-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd769836d8k.htm
2019-06-068-K2019-06-045.07 Submission of Matters to a Vote of Security Holdersd757635d8k.htm
2019-05-088-K2019-05-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd745354d8k.htm
2019-05-068-K2019-05-062.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd651223d8k.htm
2019-02-258-K2019-02-252.02 Results of Operations and Financial Conditiond709098d8k.htm
2019-02-078-K2019-02-011.01 Entry into a Material Definitive Agreementd644820d8k.htm
2019-01-188-K2019-01-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd674568d8k.htm
2019-01-078-K2019-01-072.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosured676868d8k.htm
2018-11-058-K2018-11-052.02 Results of Operations and Financial Conditiond639038d8k.htm
2018-10-298-K2018-10-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd626914d8k.htm
2018-08-018-K2018-08-012.02 Results of Operations and Financial Conditiond568610d8k.htm
2018-06-078-K2018-06-055.07 Submission of Matters to a Vote of Security Holdersd602722d8k.htm
2018-05-018-K2018-05-012.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd532248d8k.htm
2018-02-278-K2018-02-272.02 Results of Operations and Financial Conditiond475760d8k.htm
2018-01-198-K2018-01-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd514757d8k.htm
2018-01-088-K2018-01-087.01 Regulation FD Disclosured520634d8k.htm
2017-11-028-K2017-11-022.02 Results of Operations and Financial Conditiond487273d8k.htm
2017-10-108-K2017-10-087.01 Regulation FD Disclosured474421d8k.htm
2017-09-118-K2017-09-097.01 Regulation FD Disclosured443798d8k.htm
2017-08-018-K2017-08-012.02 Results of Operations and Financial Conditiond414743d8k.htm
2017-07-218-K2017-07-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd428816d8k.htm
2017-06-068-K2017-06-015.07 Submission of Matters to a Vote of Security Holdersd408365d8k.htm
2017-05-098-K2017-05-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd397179d8k.htm
2017-05-028-K2017-05-022.02 Results of Operations and Financial Conditiond381640d8k.htm
2017-02-288-K2017-02-282.02 Results of Operations and Financial Conditiond333853d8k.htm
2017-02-248-K2017-02-247.01 Regulation FD Disclosured348032d8k.htm
2017-01-208-K2017-01-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd332452d8k.htm
2017-01-098-K2017-01-097.01 Regulation FD Disclosured286136d8k.htm
2016-11-048-K2016-11-022.02 Results of Operations and Financial Conditiond281708d8k.htm
2016-08-028-K2016-08-022.02 Results of Operations and Financial Conditiond227233d8k.htm
2016-07-188-K2016-07-152.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd225773d8k.htm
2016-06-078-K2016-06-025.07 Submission of Matters to a Vote of Security Holdersd203077d8k.htm
2016-05-058-K2016-05-052.02 Results of Operations and Financial Conditiond159823d8k.htm
2016-02-268-K2016-02-232.02 Results of Operations and Financial Conditiond148116d8k.htm
2016-01-208-K2016-01-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd104763d8k.htm
2016-01-118-K2016-01-117.01 Regulation FD Disclosured118322d8k.htm
2015-11-068-K2015-11-042.02 Results of Operations and Financial Conditiond72699d8k.htm
2015-10-138-K2015-10-061.01 Entry into a Material Definitive Agreementd69810d8k.htm
2015-08-078-K2015-08-052.02 Results of Operations and Financial Conditiond66576d8k.htm
2015-06-058-K2015-06-045.07 Submission of Matters to a Vote of Security Holdersd938987d8k.htm
2015-05-118-K2015-05-117.01 Regulation FD Disclosured923992d8k.htm
2015-05-088-K2015-05-062.02 Results of Operations and Financial Conditiond922889d8k.htm
2015-04-108-K2015-04-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd906661d8k.htm
2015-03-038-K2015-02-262.02 Results of Operations and Financial Conditiond882518d8k.htm
2015-01-278-K2015-01-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersd858673d8k.htm
2015-01-128-K2015-01-127.01 Regulation FD Disclosured850341d8k.htm
2014-12-188-K2014-12-171.01 Entry into a Material Definitive Agreementd839660d8k.htm
2014-12-108-K2014-12-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosured835348d8k.htm
2014-11-108-K2014-11-052.02 Results of Operations and Financial Conditiond818939d8k.htm
2014-09-058-K2014-09-032.02 Results of Operations and Financial Conditiond784853d8k.htm
2014-07-308-K2014-07-295.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yeard764606d8k.htm