Nuvectra Corporation (NASDAQ:NVTR) Files An 8-K Entry into a Material Definitive Agreement

Nuvectra Corporation (NASDAQ:NVTR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

Effective December 9, 2016, Nuvectra Corporation, a Delaware
corporation, formerly a Delaware limited liability company named
QiG Group, LLC (Nuvectra) entered into a Manufacturing and Supply
Amendment with Minnetronix, Inc., a Minnesota corporation
(Minnetronix), which further amends a Business Agreement between
Nuvectra and Minnetronix dated April 30, 2009, as amended by a
letter agreement dated June 29, 2009, a First Amendment to
Business Agreement dated April 10, 2010, and a Manufacturing and
Quality Addendum dated August 1, 2013 (as collectively amended,
the Supply Agreement). Under the terms of the Supply Agreement,
Minnetronix will manufacture and supply to Nuvectra the current
platform of external peripheral devices used with Nuvectras
Algovita spinal cord stimulation system, including the clinician
programmer, patient programmer, the patient charging paddle, the
external pulse generator kit and the patient feedback tool (the
Products). The Supply Agreement is exclusive between Nuvectra and
Minnetronix only for Nuvectras current platform of Products,
allowing any next generation external devices to be manufactured
by a third party. Nuvectra also retains the right to in-source
the manufacturing of the Products to its own facility. The Supply
Agreement will continue for so long as the supply relationship
remains exclusive, unless terminated earlier by either party in
the event of a material breach of the Supply Agreement by the
other party (subject to customary cure periods). The exclusivity
provision will survive the Supply Agreements termination in the
event that Minnetronix terminates the Supply Agreement due to
Nuvectras material breach. If Minnetronix discontinues the supply
of the Products, it must provide Nuvectra with 18 months advance
notice and provide Nuvectra with a last time buy opportunity.

In connection with amending the Supply Agreement, Nuvectra
notified Integer Holdings Corporation, formerly Greatbatch, Inc.
(Integer) that it was exercising its rights under the supply
agreement between Nuvectra and Integer to cease Integers supply
of the Products and was entering into a direct supply
relationship with Minnetronix. Integer will continue to supply
the Products for up to six months while the parties transition to
the new supply arrangement. As compensation for the costs
incurred by Minnetronix and other delays, Nuvectra will pay an
engagement fee to Minnetronix in the aggregate amount of
$800,000, which will be paid in four equal installments on a
quarterly basis, commencing on December 9, 2016.

The Products will be purchased by Nuvectra through purchase
orders and are subject to certain minimum order quantity
requirements. The Supply Agreement contains general terms and
provisions, including with respect to (i) changes in component
supply or manufacturing location, (ii) forecast planning and lead
time requirements, (iii) safety stock requirements, (iv)
delivery, payment and inspection requirements, (v) handling of
returned products and rejected goods, and (vi) warranty and
indemnity provisions.

The foregoing description is not complete and is qualified in its
entirety by reference to the full text of the Supply Agreement,
as amended, which is filed collectively as Exhibits 10.1, 10.2,
10.3, 10.4 and 10.5 to this Current Report and incorporated by
reference into this Item 1.01.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Manufacturing and Supply Amendment, dated December 9, 2016, between Nuvectra Corporation andMinnetronix, Inc.
10.2	Business Agreement, dated April 30, 2009, between QiG Group, LLC and Minnetronix, Inc.
10.3	Letter Agreement, dated June 29, 2009, between QiG Group, LLC and Minnetronix, Inc.
10.4	First Amendment to Business Agreement, dated April 10, 2010, between QiG Group, LLC and Minnetronix,Inc.
10.5	Manufacturing and Quality Addendum, dated August 1, 2013, between QiG Group, LLC and Minnetronix,Inc.
99.1	Press Release dated December 12, 2016

Confidential treatment is requested for certain portions of this Exhibit to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.

About Nuvectra Corporation (NASDAQ:NVTR)
Nuvectra Corporation is a neurostimulation company that focuses on helping physicians to improve the lives of people with chronic neurological conditions. The Company’s Algovita Spinal Cord Stimulation (SCS) System (Algovita) is the Company’s commercial offering and is Conformite Europeene (CE) marked and the United States Food and Drug Administration (FDA) approved for the treatment of chronic pain of the trunk and/or limbs. Its technology platform also has capabilities under development to support other neurological indications, such as sacral nerve stimulation (SNS) and deep brain stimulation (DBS). In addition, its NeuroNexus Technologies, Inc. (NeuroNexus) subsidiary designs, manufactures and markets neural-interface technologies for the neuroscience clinical research market. Its Virtis is an application of the Company’s neurostimulation technology platform and its first product for the SNS market. Its subsidiaries include Algostim, LLC (Algostim) and PelviStim LLC (PelviStim). Nuvectra Corporation (NASDAQ:NVTR) Recent Trading Information
Nuvectra Corporation (NASDAQ:NVTR) closed its last trading session down -0.13 at 5.58 with 51,624 shares trading hands.