Amended Current Report Filing (8-k/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 22, 2017

 

ENTEROMEDICS INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-33818		48-1293684
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

2800 Patton Road St. Paul, Minnesota		55113
(Address of principal executive offices)		(Zip Code)

 

[phone]

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  o

 

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.  o

 

 

 

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Explanatory Note

 

On May 23, 2017, EnteroMedics Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report that effective as of May 22, 2017, the Company completed the acquisition of BarioSurg, Inc., a Delaware corporation (“BarioSurg”), through the merger of Acorn Subsidiary Inc., a Delaware corporation and wholly owned subsidiary of the Company, with and into BarioSurg, and subsequent merger of BarioSurg with and into Acorn Subsidiary Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Merger”).

 

This amendment to the Original Report is being filed to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K.

 

Item 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 December 31, 2016 and December 31, 2015 and the unaudited interim financial statements of BarioSurg as of and for the three months ended March 31, 2017 are filed as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference.

 

(b)   Pro Forma Financial Information .

 

The unaudited pro forma balance sheet as of March 31, 2017 and unaudited pro forma statements of income for the three months ended March 31, 2017 and the year ended December 31, 2016 and the notes to such unaudited pro forma financial statements, all giving effect to the Merger, are filed as Exhibit 99.3 and incorporated by reference.

 

(c)   Shell Company Information .

 

Not applicable.

 

(d)   Exhibits .

 

Exhibit No.		Description
23.1		Consent of KCCW Accountancy Corp., independent registered public accounting firm for BarioSurg, Inc.
99.1		Audited financial statements of BarioSurg, Inc. as of and for the years ended December 31, 2016 and December 31, 2015
99.2		Unaudited financial statements of BarioSurg, Inc. as of and for the three months ended March 31, 2017
99.3		Unaudited pro forma financial statements of EnteroMedics Inc.

 

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

 

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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 June 1, 2017, which was filed with the SEC on April 27, 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.

 

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.

 

	ENTEROMEDICS INC.
	By:	/s/ Scott P. Youngstrom
		Scott P. Youngstrom
		Chief Financial Officer and Chief Compliance Officer

 

Dated: July 10, 2017

 

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ENTEROMEDICS INC.

 

CURRENT REPORT ON FORM 8-K/A

 

Exhibit Index

 

Exhibit No.		Description		Method of Filing
23.1		Consent of KCCW Accountancy Corp., independent registered public accounting firm for BarioSurg, Inc.		Filed herewith
99.1		Audited financial statements of BarioSurg, Inc. as of and for the years ended December 31, 2016 and December 31, 2015		Filed herewith
99.2		Unaudited financial statements of BarioSurg, Inc. as of and for the three months ended March 31, 2017		Filed herewith
99.3		Unaudited pro forma financial statements of EnteroMedics Inc.		Filed herewith

 

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