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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

 

 

 

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

August 20, 2024
Date of Report (date of earliest event reported)

 

 

 

 

 

 

Durham, NC 27703
(Address of principal executive offices)

 

919-765-8400
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07         Submission of Matters to a Vote of Security Holders.

 

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.

 

At the Special Meeting, the total number of shares represented in person or by proxy was 161,446,008 of the 272,616,330 shares of Common Stock of the Company outstanding and entitled to vote at the Special Meeting as of the record date, June 28, 2024, each of which was entitled to one vote for each proposal at the Special Meeting. This represents approximately 59.2% of the total shares of Common Stock of the Company outstanding and entitled to vote, constituting a quorum to conduct business. The following matters were voted upon at the Special Meeting:

 

1.            Merger Agreement Proposal. The stockholders voted to approve the proposal to approve and adopt the Agreement and Plan of Merger, dated as of June 6, 2024, by and among the Company, KARL STORZ Endoscopy-America, Inc., a California corporation (“Parent”), and Karl Storz California Inc., a California corporation (“Merger Sub”), pursuant to which the Company would be acquired by way of a merger with and into Merger Sub with the Company surviving the merger and becoming a wholly-owned subsidiary of Parent (the “Merger”). The stockholder vote was as follows:

 

 

2.            Merger-Related Compensation Proposal. The stockholders voted to approve, in a non-binding advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. The stockholder vote was as follows:

 

 

3.            Adjournment Proposal. The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal was not voted upon at the Special Meeting because there were sufficient votes to approve the Merger Agreement Proposal.

 

The parties intend to close the Merger transaction on August 22, 2024.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.