NUVASIVE, INC. (NASDAQ:NUVA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On May 24, 2017, NuVasive, Inc. (the “Company”) entered into warrant termination agreements (the “Termination Agreements”) with each of Goldman, Sachs & Co. LLC (f/k/a Goldman, Sachs & Co.) (“Goldman”) and Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Bank of America”), to terminate outstanding warrants to purchase shares of the Company’s common stock (the “Common Stock”) that were issued to Goldman and Bank of America to letter agreements between the Company and each of Goldman and Bank of America, dated as of June 22, 2011 and June 24, 2011 (the “Base Warrant Transactions”).

The Base Warrant Transactions were entered into in connection with the issuance by the Company in June 2011 of its 2.75% convertible senior notes due July 1, 2017 (the “Notes”).  In June 2011, in connection with the issuance of the Notes, the Company also entered into letter agreements with each of Goldman and Bank of America with respect to call options that expire on July 1, 2017.   to the terms of the Base Warrant Transactions, the warrants were scheduled to expire daily commencing on September 29, 2017 and continuing for a period of 80 trading days thereafter.  

to the terms of the Termination Agreements, warrants with respect to an aggregate of 9,553,096 shares of Common Stock will be terminated. In consideration of the termination of these warrants, the Company will deliver shares of Common Stock to Goldman and Bank of America, the number of which will be determined based on the daily volume-weighted average price of the Common Stock during a period of trading days expected to end no later than July 26, 2017. The shares of Common Stock issuable under the Termination Agreements are being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Termination Agreements with each of Goldman and Bank of America are qualified in their entirety by reference to the full text of the Termination Agreements, copies of which will be filed with the Securities and Exchange Commission (“SEC”) as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2017.  Copies of the Base Warrant Transactions were filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2011.

Item 1.02.Termination of a Material Definitive Agreement.

The information required by Item 1.02 is contained in Item 1.01 of this Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information required by Item 3.02 is contained in Item 1.01 of this Form 8-K and is incorporated herein by reference.

About NUVASIVE, INC. (NASDAQ:NUVA)

Nuvasive, Inc. is a medical device company in the spine market. The Company focuses on developing minimally-disruptive surgical products and procedurally-integrated solutions for the spine. The Company offers two product lines: spine surgery products and biologics. The Company’s spine surgery products line offerings include thoracolumbar product offerings, cervical product offerings, Intra-Operative Monitoring (IOM) services and disposables, which are used to enable access to the spine and to perform restorative and fusion procedures in a minimally disruptive fashion. The Company’s biologics product line offerings includes allograft (donated human tissue), FormaGraft (a collagen synthetic product), Osteocel Plus and Osteocel Pro (each an allograft cellular matrix containing viable mesenchymal stem cells (MSCs)), and AttraX (a synthetic bone graft material), all of which are used to aid the spinal fusion or bone healing process.

NUVASIVE, INC. (NASDAQ:NUVA) Recent Trading Information

NUVASIVE, INC. (NASDAQ:NUVA) closed its last trading session down -0.16 at 75.36 with 708,835 shares trading hands.