Outset Medical Inc
For the period ended Mar 5, 2025. Filed Feb 4, 2025.
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Mar 5, 2025 · Filed Feb 4, 2025
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DEF 14A 1 ny20040487x3_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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OUTSET MEDICAL, 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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Outset Medical, Inc.
3052 Orchard Drive
San Jose, California 95134
Notice of Special Meeting of Stockholders
To Be Held on March 5, 2025
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Outset Medical, Inc. (the “Company”) will be held on Wednesday, March 5, 2025 at 8:30 a.m., Pacific Time, in a virtual format via live audio webcast. At the Special Meeting, you will be asked to vote on the following matters, as more fully described in the accompanying proxy materials:
| 1. | to approve the issuance of, or in excess of, 20% of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”) upon the conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) at less than the “minimum price” under Nasdaq Listing Rule 5635(d), and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b) or any successor rule, pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) governing the Series A Preferred Stock (the “Issuance Proposal”); |
| 2. | to approve, for the purposes of complying with Nasdaq Listing Rule 5635(c), the issuance of Series A Preferred Stock to certain directors, officers and employees, and any shares of Common Stock issuable upon the conversion thereof (the “D&O Issuance Proposal”); |
| 3. | to approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-15, inclusive, as determined by our Board of Directors in its discretion, subject to our Board of Director’s authority to abandon such amendments (the “Reverse Stock Split Proposal”); |
| 4. | to approve the adjournment of the Special Meeting, if necessary, in the reasonable discretion of the Board, the Chairman of the Board, the President or the Corporate Secretary of the Company, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Issuance Proposal, the D&O Issuance Proposal or the Reverse Stock Split Proposal (the “Adjournment Proposal”); and |
| 5. | to transact other such business as may properly come before the Special Meeting or any adjournment or postponement thereof. |
Our Board of Directors unanimously recommends that our stockholders vote FOR each of the Issuance Proposal, the D&O Issuance Proposal, the Reverse Stock Split Proposal and the Adjournment Proposal. Stockholders of record at the close of business on the record date, January 22, 2025, are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the Special Meeting.
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Special Meeting, please ensure your shares are represented byvoting as promptly as possible. If you receive more than one proxy card because your shares are registered in different names or addresses, please vote according to the instructions for each proxy card received to ensure that all of your shares are counted. Shares held by banks, brokers or other nominees on your behalf should be voted according to the instructions you receive from such parties. Prompt voting will save the expense involved in further communication.
You can find detailed information regarding voting in the section entitled “Questions and Answers About Proxy Materials and Voting” on page 4 of the accompanying proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 5, 2025.
This Notice of Special Meeting of Stockholders and the accompanying proxy statement are available on our website at https://investors.outsetmedical.com as well as at proxyvote.com.
By order of the Board of Directors,
/s/ John L. Brottem
John L. Brottem, General Counsel and SecretarySan Jose, California 95134
February 4, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.