8-K

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): December 8, 2014

Intersect ENT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36545	20-0280837
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Intersect ENT, Inc.

1555 Adams Drive

Menlo Park, California 94025

(Address of principal executive offices, including zip code)

(650) 641-2100

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Rick Anderson

On December 8, 2014, Rick D. Anderson tendered his resignation as a member of the Board of Directors (the “Board”) of Intersect ENT, Inc. (“Intersect”), as a member of the Audit Committee of the Board, and as a member and the chairperson of the Nominating and Corporate Governance Committee of the Board, effective December 15, 2014. Mr. Anderson’s resignation was not the result of any disagreement with Intersect on any matter relating to its operations, policies or practices.

On December 9, 2014, the Board appointed Frederic H. Moll as a member of the Audit Committee of the Board to fill the vacancy created by Mr. Anderson’s resignation.

Resignation of Mark Fletcher

On December 8, 2014, Mark Fletcher tendered his resignation as a member of the Board of Intersect, effective December 15, 2014. Mr. Fletcher’s resignation was not the result of any disagreement with Intersect on any matter relating to its operations, policies or practices.

Item 7.01 Regulation FD Disclosure

A copy of the Company press release announcing the resignations of Mr. Anderson and Mr. Fletcher is furnished and attached as Exhibit 99.1

The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (Exchange Act), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (Securities Act). The information in this Item 7.01 and Exhibit 99.1 shall not be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release entitled “Intersect ENT Announces Changes to Board of Directors” dated December 10, 2014.

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.

	Intersect ENT, Inc.
Dated: December 10, 2014
	By:	/s/ Jeryl L. Hilleman
		Jeryl L. Hilleman
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release entitled “Intersect ENT Announces Changes to Board of Directors” dated December 10, 2014.

EX-99.1

Exhibit 99.1

Intersect ENT Announces Changes to Board of Directors

Menlo Park, Calif. – Dec. 10, 2014 (GLOBE NEWSWIRE) – Intersect ENT, Inc. (Nasdaq:XENT), a company dedicated to improving the quality of life for patients with ear, nose and throat conditions, today announced the resignations of Rick Anderson, PTV Healthcare Capital, and Mark Fletcher, Medtronic, from the Intersect ENT board of directors, effective December 15, 2014.

Mr. Anderson has served on the company’s board since 2008 and Mr. Fletcher since 2010, and their departures are consistent with the company’s transition as a newly public company. The board recently initiated a director search to continue to build the expertise and breadth of experience represented on the company’s board.

“We have benefited greatly from our relationships with both PTV Healthcare Capital and Medtronic as investors the last several years,” said Lisa Earnhardt, president and CEO, Intersect ENT. “Rick and Mark have shared tremendous experience, insight, and encouragement as directors, and have helped us transform from an early clinical-stage start-up to a commercial stage public company. We remain grateful for their many contributions.”

“We take great pride in Intersect ENT’s accomplishments and the meaningful impact we’ve had on sinus sufferers, ENT physicians, and the healthcare system,” said Mr. Anderson. “PTV Healthcare Capital is pleased to have partnered with the board and with the Intersect ENT team. Our firm remains dedicated to enabling entrepreneurs to bring innovative technologies from product development to successful commercialization.”

Mr. Fletcher added, “Lisa and the team are well positioned to accomplish great things in the future. I’m honored to have been involved with Intersect ENT the last four years.”

About Intersect ENT

Intersect ENT, Inc. is dedicated to improving the quality of life for patients with ear, nose and throat conditions. The company markets the first and only drug-eluting sinus implants, PROPEL and PROPEL mini, which are clinically proven to improve surgical outcomes for patients with chronic sinusitis. The products release an advanced steroid with anti-inflammatory properties directly into the sinus lining, then dissolve, maintaining the open passages created in ethmoid sinus surgery. In addition, Intersect ENT is pursuing clinical trials designed to support expanded indications and to assess two new investigational drug-eluting implants to provide ENT physicians with additional options to treat patients with chronic sinusitis less invasively and more cost effectively. Chronic sinusitis is an inflammatory condition leading to debilitating symptoms and chronic infections, and is one of the most costly conditions to U.S. employers. To learn more about Intersect ENT, please visit www.intersectENT.com.

Inquiries:	Jeri Hilleman
	650.641.2105
	ir@intersectENT.com