Current Report Filing (8-k)
October 05 2016 - 4:16PM
Edgar (US Regulatory)
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): October 3, 2016
Amedica
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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001-33624
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84-1375299
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1885
West 2100 South
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Salt
Lake City, UT
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84119
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (801) 839-3500
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.05
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Costs Associated with Exit
or Disposal Activities.
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On
October 3, 2016, the Board of Directors of Amedica Corporation authorized the implementation of certain cost saving measures which
included a reduction in staff of 21 employees, or approximately 38% of the company’s workforce as the result of a comprehensive
business review to improve financial performance, increase operational efficiencies and strengthen the Company’s value proposition.
The implementation of the staff reduction was started on October 3, 2016 and completed on October 4, 2016.
Conditional
on the execution of a release of potential claims, all employees whose employment is being terminated as part of the workforce
reduction will be provided with severance pay and benefits.
Amedica
estimates the staff reductions will result in savings of approximately $2.0 million in cash operating expenses on a going forward
basis, with estimated one-time severance and related costs related to the restructuring of approximately $465 thousand expected
to be recorded in the 4th quarter of 2016. Amedica does not anticipate that there will be any further material future cash expenditure
associated with the workforce reduction. The estimated savings and costs noted above are subject to a number of assumptions. Actual
results and experience may differ materially as a result of various important factors, including the risks and uncertainties described
under the heading “Forward- Looking Statements” in the press release attached as Exhibit 99.1 to this Current Report
on Form 8-K, which are incorporated by reference herein. Amedica may incur additional costs not currently contemplated due to
events that may occur as a result of, or that are associated with, the workforce reduction.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
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In
connection with Amedica’s staff reduction, Ty Lombardi, the company’s Chief Financial Officer and Principal Financial
Officer, left the employ of the company.
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(c)
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Effective
October 4, 2016, B. Sonny Bal, MD, has been appointed to serve as the company’s
Principal Financial Officer. Dr. Bal currently serves as the company’s President
and Chief Executive Officer and Chairman of the Board. He has served on our board of
directors since February 2012 and as Chairman of our board of directors since August
2014 and as our President and Chief Executive Officer since October 2014.
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On
October 5, 2016, Amedica Corporation issued a press release announcing the workforce reduction described in Item 2.05 of this
Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01
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Financial Statements and
Exhibits.
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(d)
Exhibits
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99.1
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Amedica
Corporation Press Release dated October 5, 2015.
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SIGNATURE
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.
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AMEDICA
CORPORATION
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Date:
October 5, 2016
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/s/
B. Sonny Bal
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B.
Sonny Bal, MD
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Chief
Executive Officer
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