Form 8-K - Current report

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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

January 23, 2025

Date of Report (Date of earliest event reported)

Outset Medical, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39513	20-0514392
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3052 Orchard Dr., San Jose, California (Address of Principal Executive Office)

95134 (Zip Code)

Registrant’s telephone number, including area code: [phone]

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communication 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value of $0.001 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 (17 CFR Sec.230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR Sec.240.12b-2).

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. ☐

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 23, 2025, the board of directors of Outset Medical, Inc. (the “Company”) adopted Amendment No. 1 (the “Bylaw Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective as of that same date. The Bylaw Amendment provides that any matter brought before a meeting of the Company’s stockholders, other than the election of directors, shall be decided by the affirmative vote of a majority of the votes cast at such meeting unless otherwise provided by law, the Company’s certificate of incorporation or the Bylaws. Previously, the Bylaws provided that such matters were decided by the affirmative vote of a majority of the voting power of the Company’s capital stock present in person or by proxy at the meeting and entitled to vote on such matter. The Bylaw Amendment only amended Section 1.7(a) of the Bylaws and except as otherwise provided in the Bylaw Amendment, the Bylaws remain in full force and effect.

This summary is qualified in its entirety by reference to the text of the Bylaws Amendment, which is attached as Exhibit 3.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

No.		Exhibit
3.1		Amendment No. 1 To Amended and Restated Bylaws of Outset Medical, Inc., dated January 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

Dated:  January 24, 2025	Outset Medical, Inc.
	By:	/s/ John Brottem
	Name:	John Brottem
	Title:	General Counsel

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Exhibit 3.1

AMENDMENT NO. 1 TO

AMENDED AND RESTATED

BYLAWS OF

OUTSET MEDICAL, INC.

The Amended and Restated Bylaws (the “Bylaws”) of Outset Medical, Inc., a Delaware corporation (the “Corporation”), are hereby amended as set forth in this Amendment No. 1:

1.

Voting. Subsection (a) of Section 1.7 of the Bylaws is hereby amended and restated to read in its entirety as follows:

“(a) Matters Other Than Election of Directors. Any matter brought before any meeting of stockholders of the Corporation, other than the election of directors, shall be decided by the affirmative vote of a majority of the votes cast at such meeting unless the matter is one upon which, by express provision of law, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such matter. Except as provided in the Certificate of Incorporation, every stockholder having the right to vote shall have one vote for each share of stock having voting power registered in such stockholder’s name on the books of the Corporation. Such votes may be cast in person or by proxy as provided in Section 1.10 of these Bylaws. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.”

2.

Effect. Except as otherwise provided herein, the Bylaws shall remain in full force and effect.

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Document and Entity Information	Jan. 23, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-39513
Entity Registrant Name	Outset Medical, Inc.
Entity Central Index Key	0001484612
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0514392
Entity Address, Address Line One	3052 Orchard Dr.
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	669
Local Phone Number	231-8200
Title of 12(b) Security	Common Stock, par value of $0.001 per share
Trading Symbol	OM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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