ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
| * | All exhibits and schedules to the Agreement and Plan of Merger have been omitted to Item 601(b)(2) of Regulation S-K. Entellus will furnish the omitted exhibits and schedules to the SEC supplementally upon request by the SEC. |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or if they prove incorrect, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Entellus makes such forward-looking statements under the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “expects,” “anticipates,” “believes,” “intends,” “could,” “plans,” “would,” “potential,” “outlook,” “continues” and similar words or expressions (as well as other words or expressions referencing future events, conditions or circumstances) and the use of future dates identify forward-looking statements in this report. Forward-looking statements contained in this report, including in Exhibit 99.1 hereto, include, but are not limited to, statements related to the anticipated timing and completion of the Merger; the effect of the acquisition of Spirox on Entellus’s future revenues and other operating results; the expected amount and timing of any contingent merger consideration payments; anticipated revenues and market potential and acceptance of Spirox’s LATERA™ product; and Entellus’s anticipated revenue for the second quarter and full year 2017. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about the Merger and Entellus’s business and the industry in which it operates, and management’s beliefs and assumptions are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond Entellus’s control. Actual future results may vary materially from those projected, anticipated or indicated in any forward-looking statements as a result of various factors, including, among others, delays in completing the Merger and the risk that the Merger may not be completed at all; the anticipated incurrence of additional indebtedness by Entellus to pay the cash portion of the merger consideration; the failure by Entellus to obtain the necessary debt financing arrangements to fund the Merger; risks that Entellus’s or Spirox’s respective business may suffer as a result of uncertainty surrounding the Merger; failure to achieve the revenues, cost savings, earnings, growth prospects and any or other synergies expected from the Merger or delays in realization thereof; delays and challenges in integrating Spirox’s business and operations after completion of the Merger; operating costs and business disruption during the pendency of and following the Merger, including any adverse effects on employee retention or Entellus’s or Spirox’s relationships with third parties, including physicians, distributors and vendors; Entellus’s future operating results and financial performance; adequate levels of coverage or reimbursement for procedures using Entellus’s products; competition; Entellus’s ability to expand, manage and maintain its direct sales organization and market and sell its products in the United States and internationally; risks and uncertainties involved in Entellus’s international operations; the compliance of Entellus’s products and activities with the laws and regulations of the countries in which they are marketed; failure or delay in obtaining FDA or other regulatory approvals or the effect of FDA or other regulatory actions; risk of product recalls, product liability claims and litigation and inadequate insurance coverage relating thereto; and intellectual property disputes. For more information regarding these and other uncertainties and factors that could cause actual results to differ materially from what Entellus has anticipated in its forward-looking statements or otherwise could materially adversely affect its business, financial condition or operating results, see Item1A of Entellus’s Annual Report on Form 10-K for the fiscal year ended December31, 2016 and Item1A of Part II of Entellus’s Quarterly Report on Form 10-Q for the fiscal quarter ended March31, 2017 under the headings “Risk Factors.” The risks and uncertainties
described above and in Entellus’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q are not exclusive and further information concerning Entellus and its business, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents that Entellus files from time to time with the SEC. The forward-looking statements in this report speak only as of the date of this report. Except as required by law, Entellus assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July7, 2017 | ENTELLUS MEDICAL, INC. |
| By: | /s/ Robert S. White |
| Name: | Robert S. White |
| Title: | President and Chief Executive Officer |
ENTELLUS MEDICAL, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
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Exhibit No. |
Description |
Methodof Filing |
| 2.1 | Agreement and Plan of Merger dated as of July6, 2017 among Entellus Medical, Inc., Stinger Merger Sub Inc., Spirox, Inc., and Fortis Advisors LLC, as the Equityholders Representative* | Filed herewith |
| 10.1 | Form of Joinder and Release Agreement dated as of July6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc. | Filed herewith |
| 10.2 | Form of Resignation and Release Agreement dated as of July6, 2017 between Entellus Medical, Inc. and Certain Officers and Directors of Spirox, Inc. | Filed herewith |
| 10.3 | Form of Lock-Up Agreement dated as of July6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc. | Filed herewith |
| 10.4 | Form of Non-Competition and Non-Solicitation Agreement dated as of July6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc. | Filed herewith |
| 10.5 | Form of Non-Solicitation Agreement dated as of July6, 2017 between Entellus Medical, Inc. and Certain Stockholders of Spirox, Inc. | Filed herewith |
| 99.1 | Press Release issued on July7, 2017 | Furnishedherewith |
| * | All exhibits and schedules to the Agreement and Plan of Merger have been omitted ENTELLUS MEDICAL INC ExhibitEX-2.1 2 d413858dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of July 6,…To view the full exhibit click hereAbout ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) Entellus Medical, Inc. is a medical technology company. The Company is focused on the design, development and commercialization of products for the minimally invasive treatment of patients who are suffering from chronic sinusitis. The Company’s XprESS family of products is used by ear, nose and throat (ENT) physicians to treat patients with symptomatic inflammation of the nasal sinuses by opening narrowed or obstructed sinus drainage pathways using balloon sinus dilation. The Company’s XprESS family of products is used to treat patients with inflammation of the frontal, ethmoid, sphenoid and maxillary sinuses. Its XprESS Multi-Sinus Dilation family of products consists of its XprESS Pro device, its XprESS LoProfile device and its XprESS Ultra device. The Company’s PathAssist tools provide ENT physicians with a way to confirm sinus location and XprESS device placement. Its FocESS Sinuscopes provide ENT physicians with a solution for endoscopic visualization during a sinus procedure. |