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
January 23, 2025
Date of Report (Date of earliest event reported)
Outset Medical, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-39513
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20-0514392
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3052 Orchard Dr.,
San Jose, California
(Address of Principal Executive Office)
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95134
(Zip Code)
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Registrant’s telephone number, including area code: (669) 231-8200
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:
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☐
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Written communication 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 communication 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value of $0.001 per share
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OM
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR Sec.230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR Sec.240.12b-2).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 23, 2025, the board of directors of Outset Medical, Inc. (the “Company”) adopted Amendment No. 1 (the “Bylaw Amendment”) to the Company’s
Amended and Restated Bylaws (the “Bylaws”), which became effective as of that same date. The Bylaw Amendment provides that any matter brought before a meeting of the Company’s stockholders, other than the election of directors, shall be decided by
the affirmative vote of a majority of the votes cast at such meeting unless otherwise provided by law, the Company’s certificate of incorporation or the Bylaws. Previously, the Bylaws provided that such matters were decided by the affirmative vote of
a majority of the voting power of the Company’s capital stock present in person or by proxy at the meeting and entitled to vote on such matter. The Bylaw Amendment only amended Section 1.7(a) of the Bylaws and except as otherwise provided in the
Bylaw Amendment, the Bylaws remain in full force and effect.
This summary is qualified in its entirety by reference to the text of the Bylaws Amendment, which is attached as Exhibit 3.1 hereto, and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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No.
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Exhibit
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Amendment No. 1 To Amended and Restated Bylaws of Outset Medical, Inc., dated January 23, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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
thereunto duly authorized.
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Dated: January 24, 2025
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Outset Medical, Inc.
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By:
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/s/ John Brottem
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Name:
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John Brottem
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Title:
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General Counsel
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