ENTEROMEDICS INC. (NASDAQ:ETRM) Files An 8-K Financial Statements and ExhibitsItem 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of BarioSurg as of and for the years ended December31, 2016 and December31, 2015 and the unaudited interim financial statements of BarioSurg as of and for the three months ended March31, 2017 are filed as Exhibit99.1 and Exhibit99.2, respectively, and are incorporated by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma balance sheet as of March31, 2017 and unaudited pro forma statements of income for the three months ended March31, 2017 and the year ended December31, 2016 and the notes to such unaudited pro forma financial statements, all giving effect to the Merger, are filed as Exhibit99.3 and incorporated by reference.
(c) Shell Company Information.
Not applicable.
(d) Exhibits.
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ExhibitNo.
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Description
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23.1
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Consent of KCCW Accountancy Corp., independent registered public accounting firm for BarioSurg,Inc.
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99.1
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Audited financial statements of BarioSurg,Inc. as of and for the years ended December31, 2016 and December31, 2015
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99.2
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Unaudited financial statements of BarioSurg,Inc. as of and for the three months ended March31, 2017
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99.3
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Unaudited pro forma financial statements of EnteroMedics Inc.
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Important Additional Information and Where to Find It
The Company intends to file a proxy statement and other relevant materials with the SEC to obtain approval from the Company’s stockholders of the conversion of the conditional convertible preferred stock of EnteroMedics issued to BarioSurg’s stockholders in connection with the acquisition into shares of common stock of EnteroMedics (the “Stockholder Approval”).INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE STOCKHOLDER APPROVAL.The proxy statement, any amendments or supplements to the proxy statement and other relevant documents filed by the Company with the SEC will be available free of charge through the web site maintained by the SEC at www.sec.gov or by calling the SEC at telephone number 1-800-SEC-0330. Free copies of these documents may also be obtained from the Company’s website at www.enteromedics.com or by writing to: EnteroMedics Inc., 2800 Patton Road, St. Paul, Minnesota 55113, Attention: Investor Relations.
The Company and its directors and executive officers are deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Stockholder Approval. Information regarding the Company’s directors and executive officers is included in the Company’s definitive proxy statement for its 2017 annual meeting of stockholders held on June1, 2017, which was filed with the SEC on April27, 2017.
Other information regarding the participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement to be filed in connection with the Stockholder Approval.
EnteroMedics Inc ExhibitEX-23.1 2 a17-17077_1ex23d1.htm EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-211940,…To view the full exhibit click here
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.