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): February 13, 2023
Outset Medical, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39513 | 20-0514392 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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3052 Orchard Dr., San Jose, California | | 95134 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (669) 231-8200
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:
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☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | | OM | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Result of Operations and Financial Condition.
On February 13, 2023, Outset Medical, Inc. (the “Company”) issued a press release and will hold its fourth quarter and full year 2022 earnings conference call announcing the Company’s financial results for the quarter and year ended December 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02 and Exhibits 99.1 hereto shall not be deemed “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 incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2023, Martin Vazquez informed the Company of his decision to retire from his role as Chief Operating Officer of the Company effective April 3, 2023 to pursue personal opportunities. Mr. Vazquez’s departure was not due to any dispute or disagreement with the Company or its management. We expect Mr. Vazquez to enter into a consulting arrangement with the Company to provide certain consulting services for a minimum of six months following the effective date of his resignation. The Compensation Committee of the Company’s Board of Directors also took action to provide that if Mr. Vazquez successfully completes the term of the consulting arrangement described above, then the unvested portion of certain stock options granted to Mr. Vazquez on February 3, 2020 to purchase 72,151 shares of common stock of the Company, and having an exercise price of $8.62 per share, will become fully vested and exercisable. If earned, the number of option grant shares subject to accelerated vesting will be approximately 6,013 shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Outset Medical, Inc. |
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Date: February 13, 2023 | | By: | /s/Nabeel Ahmed |
| | | Nabeel Ahmed |
| | | Chief Financial Officer |
