ETRM Enteromedics

Item 8.01 Other Events.

On January 23, 2017, EnteroMedics Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering of (i) 751,412 shares of the Company’s common stock, par value $0.01 (the “Common Stock”), (ii) 3,111,299 Common Stock Purchase Warrants (“Warrants”), (iii) 12,531 Shares of Series A Convertible Preferred Stock, (iv) 466,695 shares of Common Stock pursuant to exercise of the overallotment option, and (v) 466,695 Warrants pursuant to exercise of the overallotment option. The Company received gross proceeds of $19.0 million, which includes the full exercise of the underwriters’ over-allotment option to purchase additional shares of Common Stock and Warrants, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the closing of the Offering, the Company entered into a warrant agency agreement (the “Warrant Agency Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) on January 20, 2017, pursuant to which Wells Fargo will serve as the Company’s Warrant Agent for the Offering. The Warrant Agency Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Further information on the terms of the Offering can be found on the Company’s Registration Statement on Form S-1 (File No. 333-213704), which was declared effective by the United States Securities and Exchange Commission on January 17, 2017.