Current Report Filing (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

June 6, 2023
Date of Report (date of earliest event reported)

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Asensus Surgical, Inc.

(Exact name of Registrant as specified in its charter)

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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 June 6, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Asensus Surgical, Inc. (the “Company”) voted to approve, among other things, the Company’s Amended and Restated Incentive Compensation Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan by 22,000,000 shares. The vote for approval of the amended and restated Plan is set forth below under Item 5.07 and incorporated herein by reference.

The amended and restated Plan is attached to this Current Report on Form 8-K and incorporated by reference into this Item.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2023, the Company held the Annual Meeting. At the Annual Meeting, the total number of shares represented in person or by proxy was 100,621,804 of the 239,346,219 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 14, 2023. The following matters were voted upon at the Annual Meeting:

1. Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2024 or until their successors are elected and qualified. The votes cast were as follows:

Director Nominee	For	Vote Withheld

David B. Milne	30,702,681	2,320,236
Anthony Fernando	30,566,673	2,456,244
Andrea Biffi	31,225,760	1,797,157
Kevin Hobert	30,802,027	2,220,890
Elizabeth Kwo	31,292,806	1,730,111
Richard C. Pfenniger, Jr.	26,524,997	6,497,920
William N. Starling	29,584,658	3,438,259

There were 67,598,887 broker non-votes for this proposal.

2. Say on Pay. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers for 2022, as described in the proxy statement for the Annual Meeting in accordance with Regulation S-K, Item 402. The stockholder vote was as follows:

Votes	26,569,319	FOR the resolution
Votes	5,107,805	AGAINST the resolution
Votes	1,345,793	ABSTAIN

There were 67,598,887 broker non-votes for this proposal.

3. Frequency of Say on Pay. The stockholders voted to approve the frequency of the submission of future Say on Pay proposals to the stockholders as once every year. The stockholder vote was as follows:

Votes	28,699,919	ONE YEAR
Votes	2,104,677	TWO YEARS
Votes	1,203,337	THREE YEARS
Votes	1,014,984	ABSTAIN

There were 67,598,887 broker non-votes for this proposal.

Following the Annual Meeting, and based upon the vote of the stockholders, approving annual Say on Pay proposals, the Board of Directors adopted and approved the recommendation of the stockholders and will continue to submit annual Say on Pay proposals to the stockholders each year until the occurrence of the next advisory vote on the frequency of the submission of future Say on Pay proposals.

4. Amendment and Restatement of the Incentive Compensation Plan. The stockholders voted to approve the amendment and restatement of the Plan to increase the number of shares reserved for issuance under the Plan by 22,000,000 shares. The stockholder vote was as follows:

Votes	24,907,822	FOR the resolution
Votes	7,076,633	AGAINST the resolution
Votes	1,038,462	ABSTAIN

There were 67,598,887 broker non-votes for this proposal.

5. Ratification of Independent Public Accounting Firm for 2023. The stockholders voted to ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023. The stockholder vote was as follows:

Votes	92,523,034	FOR the resolution
Votes	7,008,611	AGAINST the resolution
Votes	1,090,159	ABSTAIN

There were no broker non-votes for this proposal.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description

10.1*	Asensus Surgical, Inc. Amended and Restated Incentive Compensation Plan.

104	Cover Page Interactive Data File (formatted in inline XBRL)

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*	Represents a management contract, compensatory plan or arrangement required to be separately identified.

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.