Attached files
file | filename |
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EX-2.1 - EX-2.1 - LENSAR, Inc. | d98252dex21.htm |
EX-99.1 - EX-99.1 - LENSAR, Inc. | d98252dex991.htm |
EX-10.2 - EX-10.2 - LENSAR, Inc. | d98252dex102.htm |
EX-10.1 - EX-10.1 - LENSAR, Inc. | d98252dex101.htm |
EX-3.2 - EX-3.2 - LENSAR, Inc. | d98252dex32.htm |
EX-3.1 - EX-3.1 - LENSAR, Inc. | d98252dex31.htm |
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 2, 2020 (September 30, 2020)
LENSAR, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-039473 | 32-0125724 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
2800 Discovery Drive,
Orlando, Florida 32826
(Address of principal executive offices)
Registrants telephone number, including area code:
(888) 536-7271
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 registrants 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(s) |
Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | LNSR | The NASDAQ Stock Market LLC |
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 1.01. Entry into a Material Definitive Agreement.
On October 1, 2020 (the Distribution Date), PDL BioPharma, Inc. (PDL) completed the previously announced separation of LENSAR, Inc. (the Company) from PDL (the Spin-Off) into a new, independent publicly traded company, through the distribution of all of the outstanding shares of the Companys common stock, par value $0.01 per share, (the Common Stock) held by PDL on a pro rata basis to PDLs stockholders of record as of the close of business on September 22, 2020 (the Record Date). Each holder of record of PDLs shares of common stock, par value $0.01 per share, received 0.075879 shares of the Common Stock for every one share of PDL common stock held at the close of business on the Record Date (the Distribution). In lieu of fractional shares of Common Stock, stockholders of PDL will receive cash. PDL distributed 8,667,397 shares of Common Stock in the Distribution, which was effective at 5:00 p.m., Eastern Time, on October 1, 2020 (the Effective Time). As a result of the Distribution, the Company is now an independent public company and its common stock is listed under the symbol LNSR on the Nasdaq Capital Market (Nasdaq).
In connection with the completion of the Spin-Off, the Company entered into several agreements with PDL, each dated September 30, 2020, that, among other things, provide a framework for the Companys relationship with PDL after the Distribution, including the following (collectively, the Spin Agreements):
| Separation and Distribution Agreement; |
| Transition Services Agreement; and |
| Tax Matters Agreement. |
A summary of certain material terms of each of the Spin Agreements can be found in the section entitled Certain Relationships and Related Person TransactionsAgreements between PDL and LENSAR Relating to the Spin-Off in the information statement (the Information Statement) attached as Exhibit 99.1 to the Companys Registration Statement on Form 10, initially filed with the Securities and Exchange Commission (the SEC) on August 26, 2020, as amended, and declared effective on September 17, 2020 (the Registration Statement), and is incorporated herein by reference. In addition, the descriptions of the foregoing agreements are qualified in their entirety by reference to the complete terms and conditions of such agreements filed as Exhibit 2.1, Exhibit 10.1 and Exhibit 10.2 hereto, and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 1, 2020, the Company amended and restated its Certificate of Incorporation (the Amended and Restated Certificate of Incorporation) and amended and restated its Bylaws (the Amended and Restated Bylaws). A description of the material terms of each can be found in the section of the Information Statement entitled Description of LENSAR Capital Stock, and is incorporated herein by reference. In addition, the descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of the Companys Amended and Restated Certificate of Incorporation, which is attached as Exhibit 3.1 hereto, and Amended and Restated Bylaws, which is attached as Exhibit 3.2 hereto, each of which is incorporated herein by reference.
Item 8.01. Other Events.
On October 2, 2020, the Company issued a press release announcing the completion of the Spin-Off. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
* | Certain schedules and attachments to certain of these exhibits have been omitted pursuant to Regulation S-K, Item 601(a)(5). |
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.
LENSAR, INC. | ||||
Date: October 2, 2020 | By: | /s/ Nicholas Curtis | ||
Name: | Nicholas Curtis | |||
Title: | Chief Executive Officer |