NEVRO CORP. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-04-03: Form 8-K; Period of report 2025-04-01; 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.
- 2025-04-02: Form 8-K; Period of report 2025-04-02; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2025-03-04: Form 8-K; Period of report 2025-03-04; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2025-02-06: Form 8-K; Period of report 2025-02-06; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-04-03 | 8-K | 2025-04-01 | 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 | 1.02 On the Closing Date, in connection with the closing of the Merger, Nevro terminated and voluntarily prepaid in full all outstanding amounts due under the Credit Agreement and Guaranty, dated as of November 30, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “Credit Agreement”), by and among Nevro, as borrower, certain subsidiaries of Nevro party thereto from time to time as guarantors (collectively, the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Wilmington Trust, National Association, as administrative agent (in such capacity, the “Agent”). 2.01 On April 3, 2025, the Merger was completed. 3.01 In connection with the consummation of the Merger, Nevro (i) notified The New York Stock Exchange (“NYSE”) of the consummation of the Merger and (ii) requested that NYSE (x) halt trading of the Nevro Shares effective as of the morning of April 3, 2025 prior to market open and suspend trading in the Nevro Shares following market close on the evening of April 3, 2025, and (y) file with the SEC a Notification of Removal from Listing and Registration on Form 25 to delist all Nevro Shares from NYSE and deregister such Nevro Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the consummation of the Merger, a change of control of Nevro occurred on the Closing Date and Nevro became a wholly owned subsidiary of Globus. 5.02 Pursuant to the Merger Agreement, as of the Effective Time, each of the directors of Nevro (D. Keith Grossman, Michael DeMane, Kirt Karros, Sri Kosaraju, Shawn T. McCormick, Kevin O’Boyle, Karen N. Prange, Susan Siegel, Kevin Thornal and Elizabeth Weatherman) resigned from the Board. 5.03 Pursuant to the Merger Agreement, as of the Effective Time, the certificate of incorporation of Nevro and the bylaws of Nevro, each as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, and incorporated by reference into this Item 5.03. 8.01 On April 1, 2025, the outstanding 2.75% Convertible Senior Notes due 2025 of Nevro matured and Nevro repaid approximately $190 million in aggregate principal amount outstanding, together with approximately $2.61 million in accrued interest. | d912761d8k.htm |
| 2025-04-02 | 8-K | 2025-04-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 2, 2025, Nevro Corp., a Delaware corporation (“Nevro” or the “Company”), held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement of Nevro prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2025, which was first mailed to the Nevro stockholders on March 10, 2025. | d929985d8k.htm |
| 2025-03-04 | 8-K | 2025-03-04 | 2.02 Results of Operations and Financial Condition | 2.02 On March 4, 2025, Nevro Corp. (“Nevro” or the “Company”) issued a press release relating to its financial results for the three months and full year ended December 31, 2024. | nvro-20250304.htm |
| 2025-02-06 | 8-K | 2025-02-06 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 7.01 On February 6, 2025, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. 8.01 Concurrent with the execution of the Merger Agreement, the Company and Parent entered into a Voting and Support Agreement (the “Voting Agreement”) with the directors and executive officers of the Company providing that, among other things, subject to the terms and conditions set forth therein, such signatories will support the Merger and the transactions contemplated thereby, including by voting to adopt the Merger Agreement. | d909040d8k.htm |
| 2025-01-14 | 8-K | 2025-01-13 | 2.02 Results of Operations and Financial Condition | 2.02 On January 13, 2025, Nevro Corp. (“Nevro” or the “Company”) issued a press release announcing its preliminary unaudited revenue for the fourth quarter and full year ended December 31, 2024. | nvro-20250113.htm |