false000148461200014846122024-08-152024-08-15

 

 

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): August 15, 2024

Outset Medical, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39513

20-0514392

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

3052 Orchard Dr.,

San Jose, California

95134

(Address of Principal Executive Offices)

(Zip Code)

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:

 

☐

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, $0.001 par value per share

 

OM

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 15, 2024, Jim Hinrichs, a member of the Board of Directors (the “Board”) of Outset Medical, Inc. (the “Company”), notified the Company of his decision to resign from the Board and his role as Audit Committee Chair, effective immediately. Mr. Hinrichs is resigning in connection with a significant affiliation with Vantive, a new standalone company to be formed by Baxter International, Inc.’s spin-off of its kidney care business pursuant to a recently-announced definitive agreement. His resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Following Mr. Hinrichs’ resignation, effective August 15, 2024, the Board approved a decrease in the size of the Board from eight (8) directors to seven (7) directors, and appointed Patrick T. Hackett, who has served on the Board since 2019 and is a member of the Audit Committee, as Audit Committee Chair to fill the vacancy created by Mr. Hinrichs’ departure from the position. The Board also determined that Mr. Hackett qualifies as an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934, as amended. In addition, the Board approved transitioning the role of Nominating and Corporate Governance Committee Chair from Mr. Hackett to Karen Drexler, effective August 15, 2024.

 

 

 

 

 

 

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.

 

Outset Medical, Inc.

 

Date: August 16, 2024

By:

/s/ John Brottem

John Brottem

General Counsel

 

 

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Document and Entity Information
Aug. 15, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 15, 2024
Entity File Number 001-39513
Entity Registrant Name Outset Medical, Inc.
Entity Central Index Key 0001484612
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-0514392
Entity Address, Address Line One 3052 Orchard Dr.
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95134
City Area Code 669
Local Phone Number 231-8200
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol OM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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