8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

October 4, 2021
Date of Report (date of earliest event reported)

_________________

Asensus Surgical, Inc.

(Exact name of Registrant as specified in its charter)

_________________

Delaware (State or other jurisdiction of incorporation or organization) 0-19437 (Commission File Number) 11-2962080 (I.R.S. Employer
Identification Number)

1 TW Alexander Drive, Suite 160

Durham, NC 27703
(Address of principal executive offices)

919-765-8400
(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock $0.001 par value per share	ASXC	NYSE American

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

On October 4, 2021, Asensus Surgical, Inc. (the “Company”) disclosed that Paul LaViolette, currently the independent Chair of the Board and a director of the Company had informed the Company that he would leave the Board of Directors (the “Board”) before the end of 2021. Mr. LaViolette has served as a director and Chair of the Board since 2013, and is the Chair of the Compensation Committee of the Board and a member of the Audit Committee and Corporate Governance and Nominating Committee of the Board. Mr. LaViolette will continue to serve on all such committees until he leaves the Board.

The Board intends to elect David Milne, a current director of the Company to the role of independent Chair of the Board. Mr. LaViolette will work closely with Mr. Milne to ensure a smooth transition of the Chair role. Mr. Milne has been a member of the Board since 2013. He is currently the Chair of the Board’s Corporate Governance and Nominating Committee, and a member of the Audit Committee.

Mr. LaViolette’s decision to resign as a director was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibit

Exhibit No.	Description
99.1	Press release issued October 4, 2021
104	Cover Page Interactive Data File (formatted in inline XBRL)

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, thereunto duly authorized.

	ASENSUS SURGICAL, INC.
Date: October 4, 2021	/s/ Shameze Rampertab
	Shameze Rampertab
	Executive Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Asensus Surgical Announces Board Chair Transition

RESEARCH TRIANGLE PARK, N.C.--(BUSINESS WIRE)---- Oct. 4, 2021-- Asensus Surgical, Inc. (NYSE American: ASXC), a medical device company that is digitizing the interface between the surgeon and the patient to pioneer a new era of Performance-Guided Surgery™, today announced that Paul LaViolette, who has served as the Company’s Board Chair since 2013, will step down as Chair in late October, and intends to leave the Board before the end of the year. Mr. LaViolette has informed the Board of his intention to leave the Asensus Board due to his other professional commitments. The Board intends to appoint David Milne, an existing Board member, as the Company’s Chair after Mr. LaViolette steps down. Mr. LaViolette will work closely with Mr. Milne to ensure a smooth transition of the Chair role.

“We are very excited that David has agreed to succeed Paul as Chair of our Board. David has a deep understanding of the Asensus business strategy and our potential to revolutionize digital surgery as well as an established track record of successfully leading growth initiatives within medical technology companies. I look forward to working closely with David moving forward,” said Anthony Fernando, Asensus Surgical President and CEO. “On behalf of the whole organization, I want to thank Paul for his thoughtful leadership. During his tenure as Chair, we became a public company, completed two strategic acquisitions and reset the strategic direction of the Company, culminating with our rebranding as Asensus Surgical. We greatly appreciate his guidance over the years and wish him the best of luck in his future endeavors.’’

“It has been a remarkable journey being a part of this organization over the last 8 years and I have valued my time spent on the board,” said Mr. LaViolette. “The company has evolved multiple times and is now in a position to revolutionize the way surgery is being performed. I’m confident the team will deliver on the promise of Performance-Guided Surgery through the continued development of Senhance. I wish David, Anthony, and the rest of the organization the best.”

Mr. Milne has been a board member since 2013. He currently operates a consulting practice, focusing on high growth companies in the medical device and healthcare industries. Previously he was a Managing Partner and led the medical technology practice for 13 years at SV Healthcare Ventures, a venture capital group with over $2.5 billion in assets under management. Before entering venture capital, Mr. Milne spent over 20 years as an operating executive in several medical technology companies including Boston Scientific, Becton Dickinson and SCIMED Life Systems. He has had a broad range of leadership positions in business development, marketing, product development and sales. David has been engaged with over 20 private and public company boards over his career including several in which he was a founding board member and/or a Chair of the Board. He currently advises several CEOs in industries focused on medical technology and data science. David has an MBA in Marketing from New York University and a BS in Biology from Rutgers University.

“I am honored to be named Chair of the Board at Asensus during this critical time in its market development and commercialization efforts,” said David Milne. “I have been highly engaged with the Company for many years and truly believe Asensus Surgical’s technology is very well placed to usher in a new era of digital surgery for surgeons, hospitals and patients.’’

About Asensus Surgical, Inc.

Asensus Surgical, Inc. is digitizing the interface between the surgeon and patient to pioneer a new era of Performance-Guided Surgery by unlocking clinical intelligence for surgeons to enable consistently superior outcomes and a new standard of surgery. This builds upon the foundation of Digital Laparoscopy with the Senhance Surgical System powered by the Intelligent Surgical Unit™ (ISU™) to increase surgeon control and reduce surgical variability. With the addition of machine vision, augmented intelligence, and deep learning capabilities throughout the surgical experience, we intend to holistically address the current clinical, cognitive and economic shortcomings that drive surgical outcomes and value-based healthcare. Learn more about Performance-Guided Surgery and Digital Laparoscopy with the Senhance Surgical System here: www.senhance.com. Now available for sale in the US, EU, Japan, Russia, and select other countries. For a complete list of indications for use, visit: www.senhance.com/indications. For more information, visit www.asensus.com.

INVESTOR CONTACT:

Mark Klausner or Mike Vallie, 443-213-0499

invest@asensus.com

or

MEDIA CONTACT:

Kristin Schaeffer, 858-354-8850

CG Life

kschaeffer@cglife.com

XML

Document And Entity Information	Oct. 04, 2021
Document Information [Line Items]
Entity, Registrant Name	Asensus Surgical, Inc.
Document, Type	8-K
Document, Period End Date	Oct. 04, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-19437
Entity, Tax Identification Number	11-2962080
Entity, Address, Address Line One	1 TW Alexander Drive, Suite 160
Entity, Address, City or Town	Durham
Entity, Address, State or Province	NC
Entity, Address, Postal Zip Code	27703
City Area Code	919
Local Phone Number	765-8400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ASXC
Security Exchange Name	NYSEAMER
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000876378