UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2016
ENTELLUS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36814 | | 20-4627978 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
3600 Holly Lane North, Suite 40 Plymouth, Minnesota | | 55447 |
| (Address of principal executive offices) | | (Zip Code) |
(763) 463-1595
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On June 29, 2016, Entellus Medical, Inc. (the “Company”) announced it has acquired and entered into an exclusive license for the XeroGel™ assets with CogENT Therapeutics, LLC, as described in more detail under Item 8.01 below. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this report under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
As disclosed under Item 7.01 above, on June 29, 2016, the Company announced it has acquired and entered into an exclusive license for the XeroGel™ assets with CogENT Therapeutics, LLC for $11 million in cash. Under the terms of the agreements, the Company has become the manufacturer of XeroGel and will continue to market and sell XeroGel to hospitals, offices, clinics and ambulatory surgery centers. Prior to the transaction, the Company was the exclusive distributor of XeroGel in the United States. The distribution agreement between the two parties was terminated in connection with the transaction.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press release issued on June 29, 2016 (furnished herewith) |
SIGNATURES
Pursuant 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: June 29, 2016 | | 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
| | | | |
Exhibit No. | | Description | | Method of Filing |
| | |
| 99.1 | | Press release issued on June 29, 2016 | | Furnished herewith |
