8-K

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): August 29, 2017

INVUITY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37417	04-3803169
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

444 De Haro Street

San Francisco, CA 94107

(Address of principal executive offices)

(650) 655-2100

(Registrant’s telephone number, including area code)

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:

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

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

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

oPre-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 x

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. x

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

On August 29, 2017, the Company’s Board of Directors (the “Board”) increased the size of the Board from five to six and appointed Daniel Wolterman to the Board, effective as of September 5, 2017, to serve as a Class II director whose term expires at the annual meeting of stockholders to be held in 2020. In addition, Mr. Wolterman will replace Gregory Lucier on the Compensation Committee of the Board (the “Compensation Committee”), effective as of September 5, 2017.

Mr. Wolterman, age 60, previously served as President and CEO of Memorial Hermann Health System, the largest not-for-profit health system in Southeast Texas, from 2002 until his retirement in 2016. He has more than 30 years of experience in the healthcare industry and a long history of community involvement. He currently serves as a member of the boards of directors of NuVasive, Inc., Legacy ER & Urgent Care, and Vizient, Inc. He previously served on the board of directors of Volcano Corporation prior to its acquisition by Royal Philips in February 2015. Currently, Mr. Wolterman is sole owner and CEO of Wolterman Consulting, LLC. Wolterman Consulting, LLC provides strategic and operational consulting services to healthcare providers and other entities. Mr. Wolterman earned a B.S. degree in business administration and a M.B.A. in finance from the University of Cincinnati and a Master’s Degree in healthcare administration from Xavier University. Mr. Wolterman’s extensive knowledge of the healthcare industry and his executive leadership experience as President and CEO of Memorial Hermann Health System provide valuable perspective and guidance to the Board.

Mr. Wolterman executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-203505) filed with the Securities and Exchange Commission on June 1, 2015.

There is no arrangement or understanding between Mr. Wolterman and any other persons pursuant to which Mr. Wolterman was elected as a director. In addition, Mr. Wolterman is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Wolterman will be eligible to participate in the Company’s standard compensation arrangements for non-employee directors, including receiving cash and equity compensation, as described on pages 17 through 18 of the Company’s 2017 proxy statement filed with the Securities and Exchange Commission on April 28, 2017.

On August 30, 2017, the Company issued a press release announcing Mr. Wolterman appointment as a director. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated as of August 30, 2017.

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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.

	INVUITY, INC.
Date: August 30, 2017
	By:	/s/ Philip Sawyer
		Philip Sawyer
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated as of August 30, 2017.

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

DANIEL WOLTERMAN JOINS INVUITY’S BOARD OF DIRECTORS

SAN FRANCISCO, August 30, 2017 - Invuity, Inc. (NASDAQ:IVTY), a leading medical technology company focused on minimal access surgery, announced today that healthcare industry leader Daniel Wolterman has been appointed to its Board of Directors, effective September 5, 2017. Wolterman was most recently President & Chief Executive Officer of Memorial Herman Healthcare System.

“We are pleased to welcome Dan to Invuity’s Board of Directors,” said Invuity Chief Executive Officer Philip Sawyer. “His significant insight into healthcare systems will be extremely valuable as we continue to grow our business by providing innovative product solutions to our hospital customers.”

Wolterman joined Memorial Hermann Healthcare System in May 1999. He was named Chief Executive Officer in November 2002 and retired in August 2016. Under Wolterman’s leadership, Memorial Hermann became one of the largest healthcare systems in Texas, operating in 16 hospitals and over 232 ancillary locations with 24,000 employees and is now the country’s busiest Level 1 trauma center and generating $6.0 billion in net revenue. Prior to Memorial Hermann, Wolterman was Senior Vice President, Operations & Business Development at Sisters of Charity of the Incarnate Word Health Care System from 1993 to 1999 and President & CEO of Holy Cross Health Services of Utah from 1989 to 1993.  Wolterman currently serves on the Boards of Directors of Nuvasive (Nasdaq:NUVA), Vizient, Inc. and Legacy ER & Urgent Care.

“I’m excited about the opportunity to work with the management team and board to assist Invuity in realizing its significant potential,” said Wolterman. “The company’s proprietary technologies and innovative product solutions provide a meaningful clinical benefit to physicians, patients and health care systems.”

About Invuity®

Invuity, Inc. is a leading medical technology company focused on developing and marketing advanced surgical devices to improve the ability of physicians to perform minimal access surgery through smaller and hidden incisions. The company’s patented Intelligent Photonics™ technology delivers enhanced visualization which facilitates surgical precision, efficiency and safety. In addition, the company utilizes comprehensive strategic marketing programs to create stronger institutional partnerships. Clinical applications include women’s health, encompassing breast cancer and breast reconstruction surgery, gynecology and thyroid surgery.  Additional applications include procedures for electrophysiology, spine, orthopedic, cardiothoracic, and general surgery. Invuity is headquartered in San Francisco, CA. For more information, visit www.invuity.com.

CONTACT:

Company Contact:

Jim Mackaness

Chief Financial Officer

Invuity, Inc.

415-655-2129

Investors:

Mark Klausner

Westwicke Partners

443-213-0501

irdept@invuity.com