8-K
Outset Medical, Inc. (OM)
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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
Date of Report (Date of earliest event reported): March 7, 2025
OUTSET MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39513 | 20-0514392 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File No.) | (IRS Employer<br>Identification No.) |
| 3052 Orchard Drive.,<br> <br>San Jose, CA | 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 (see General Instruction A.2. below):
| ☐ | 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)) | |
| --- | --- | |
| Title of Each Class | Trading<br>Symbol(s) | Name of Each Exchange<br> <br>on Which Registered |
| --- | --- | --- |
| Common Stock, par value $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 (§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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On March 10, 2025, Outset Medical, Inc., a Delaware corporation (the “Company”) filed with the Delaware Secretary of State a Certificate of Correction of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Correction”). The Certificate of Correction corrected a mathematical formula in Section 7.1 of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock that, due to a scrivener’s error, incorrectly referred to a “numerator” where it should have referred to a “denominator” and to a “denominator” where it should have referred to a “numerator.”
The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the referenced document, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 8.01. | Other Events. |
|---|
On March 7, 2025, following the stockholder approval of the Company’s issuance of shares of Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”) and shares of Company common stock issuable upon the conversion thereof to certain of the Company’s directors, officers and employees at the special meeting of stockholders on March 5, 2025 (the “Special Meeting”), the Company issued 19,432 shares of Series A Preferred Stock to certain of the Company’s directors, officers and employees.
On March 10, 2025, following the stockholder approval of the Company’s issuance of common stock in excess of 20% of the Company’s then outstanding shares of common stock at the Special Meeting, 842,753 shares of Series A Preferred Stock converted into 210,688,250 shares of the Company’s common stock. As a result of the conversion, there are now 265,493,926 shares of the Company’s common stock issued and outstanding and 20,587 shares of the Series A Preferred Stock remain issued and outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 3.1 | Certificate of Correction of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| Dated: March 11, 2025 | OUTSET MEDICAL, INC. | |
|---|---|---|
| By: | /s/ John Brottem | |
| John Brottem | ||
| General Counsel and Secretary |
EX-3.1
Exhibit 3.1
CERTIFICATE OF CORRECTION
OF THE
CERTIFICATE OFDESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK
OF
OUTSET MEDICAL, INC.
Outset Medical, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The name of the Corporation is Outset Medical, Inc.
The Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock of the Corporation (the “Certificate of Designation”) was filed with the Secretary of State of the State of Delaware on January 7, 2025, and requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.
The inaccuracies or defects of the Certificate of Designation are in the first sentence of Section 7.1 of the Certificate of Designation. Specifically, due to a scrivener’s error, the mathematical formula in that sentence incorrectly refers to “numerator” where it should refer to “denominator” and to “denominator” where it should refer to “numerator.”
Section 7.1 of the Certificate of Designation is hereby corrected so that it reads in its entirety as follows:
“Stock Dividends and Stock Splits. If the Corporation, at any time while this Series A Non-Voting Convertible Preferred Stock is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series A Non-Voting Convertible Preferred Stock) with respect to the then outstanding shares of Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares; or (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after such event and of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury
shares of the Corporation). Any adjustment made pursuant to this Section 7.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.”
- All other provisions of the Certificate of Designation remain unchanged.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Correction of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock of the Corporation to be executed this 10th day of March, 2025.
| Outset Medical, Inc. | |
|---|---|
| By: | /s/ John Brottem |
| Name: John Brottem | |
| Title: General Counsel and Secretary |