ENTEROMEDICS INC. (NASDAQ:ETRM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

After receiving approval from the stockholders of EnteroMedics
Inc. (the Company) at a Special Meeting of Stockholders (the
Special Meeting) held on December12, 2016, as further described
in Item5.07 below, the Company filed a Certificate of Amendment
to its Fifth Amended and Restated Certificate of Incorporation
(the Certificate) with the Secretary of State of the State of
Delaware on December12, 2016 to increase the number of shares of
the Companys common stock authorized for issuance to 300million
shares.

A copy of the Certificate of Amendment to the Certificate is
attached as Exhibit 3.1 to this Current Report on Form8-K and is
incorporated herein by reference.

On December12, 2016, the Company held the Special Meeting at the
offices of Dorsey Whitney LLP in Minneapolis, Minnesota. Dan
Gladney, Chairman of the Board of Directors and President and
Chief Executive Officer of the Company, presided. At the Special
Meeting, the Companys stockholders approved each of the following
proposals set forth in the Companys Definitive Proxy Statement on
Schedule 14A (the Special Meeting Proxy Statement), which was
filed with the Securities and Exchange Commission and mailed to
the Companys stockholders on or about November17, 2016:

Proposal 1:

The Companys stockholders approved an amendment to the
Certificate to increase the number of shares of common stock
authorized for issuance to 300million shares, as set forth below.

Proposal 2:

The Companys stockholders authorized an amendment to the
Certificate to effect a reverse stock split as described in the
Special Meeting Proxy Statement at the discretion of the Companys
Board of Directors, as set forth below:

Proposal 3:

The Companys stockholders approved the Companys Second Amended
and Restated 2003 Stock Incentive Plan, a copy of which is
attached hereto as Exhibit10.1 and incorporated herein by
reference, as set forth below:

Proposal 4:

The Companys stockholders approved one or more adjournments to
the Special Meeting, if necessary or appropriate, to establish a
quorum or to permit further solicitation of proxies if there were
not sufficient votes at the time of the Special Meeting cast in
favor of Proposal 1, Proposal 2 or Proposal 3, as set forth
below:

On November12, 2016, the Company announced that, as of
November12, 2016, there were 139,870,467 shares of the Companys
common stock issued and outstanding, an increase of 26,715,966
shares since November11, 2016, the last date for which the
Company had publically announced its issued and outstanding share
count. The increase in the Companys share count is a result of
the conversion or acceleration of outstanding principal and
interest amounts of the Companys outstanding 7.0% senior
amortizing convertible notes (the Notes) by the holders of the
Notes.

(d) Exhibits

About ENTEROMEDICS INC. (NASDAQ:ETRM)

EnteroMedics Inc. (EnteroMedics) is a medical device company. The Company is focused on the design and development of devices that use neuroblocking technology to treat obesity, metabolic diseases and other gastrointestinal disorders. The Company’s neuroblocking technology, which is referred to as VBLOC therapy, is designed to intermittently block the vagus nerve. The Company’s initial product is the Maestro Rechargeable System, which uses VBLOC therapy to limit the expansion of the stomach, help control hunger sensations between meals, reduce the frequency and intensity of stomach contractions and produce a feeling of early and prolonged fullness. The Company’s VBLOC therapy is designed to block the gastrointestinal effects of the vagus nerve by replicating a vagotomy using high-frequency, low-energy electrical impulses to intermittently interrupt naturally occurring neural impulses on the vagus nerve between the brain and the digestive system.

ENTEROMEDICS INC. (NASDAQ:ETRM) Recent Trading Information

ENTEROMEDICS INC. (NASDAQ:ETRM) closed its last trading session down -0.0029 at 0.0650 with 14,452,430 shares trading hands.