Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐         Preliminary Proxy Statement

☐         Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐         Definitive Proxy Statement

☒         Definitive Additional Materials

☐         Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12

ASENSUS SURGICAL, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒         No fee required.

☐         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)         Title of each class of securities to which transaction applies:

(2)         Aggregate number of securities to which transaction applies:

(3)         Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

(4)         Proposed maximum aggregate value of transaction:

(5)         Total fee paid:

☐         Fee paid previously with preliminary materials:

☐         Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)         Amount previously paid:

(2)         Form, Schedule or Registration Statement no.:

(3)         Filing Party:

(4)         Date Filed:

1 TW Alexander Drive, Suite 160
Durham, North Carolina 27703
(919) 765-8400

ADDITIONAL DEFINITIVE PROXY MATERIAL

Explanatory Note

On April 28, 2021, Asensus Surgical, Inc. (the “Company”) updated the proxy available to stockholders who elect to vote electronically to include an alternative that allows the stockholder to vote for or against all director nominees as a group, in addition to the alternative to vote for each nominee separately. This update was made available to make the electronic voting option easier for stockholders to encourage completion of the proxy in advance of the virtual Annual Meeting of Stockholders to be held on June 3, 2021 beginning at 3:00 p.m. Eastern Time. No other changes were made to the proxy. None of the proposed items submitted for stockholder vote have been changed.

The updated electronic proxy is included as additional definitive proxy material for the upcoming Annual Meeting of Stockholders.