nuva-8k_20210805.htm
false 0001142596 0001142596 2021-08-05 2021-08-05

 

 

 

 

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 5, 2021

 

NuVasive, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

000-50744

33-0768598

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

 

 

7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

 

 

 

(858) 909-1800

(Registrant’s telephone number, including area code)

 

 

 

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, par value $0.001 per share

NUVA

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

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.

 

(d)   On August 5, 2021, the Board of Directors (the “Board”) of NuVasive, Inc. (the “Company”), following the recommendation of the Nominating, Corporate Governance and Compliance Committee of the Board, elected Amy Belt Raimundo to serve as a director of the Company, effective August 9, 2021. Ms. Raimundo will serve as a Class I director and will stand for re-election to the Board at the Company’s 2023 Annual Meeting of Stockholders.  

 

In connection with the election of Ms. Raimundo to the Board, the Board approved an increase in the size of the Board from nine to ten members. Following the election of Ms. Raimundo to the Board, the Board is now comprised of ten directors, nine of whom are independent non-employee directors. There are no arrangements or understandings between Ms. Raimundo and any other person pursuant to which she was elected as a director of the Company, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”) between Ms. Raimundo and the Company.  Ms. Raimundo has not yet been appointed to any committee of the Board.

 

Ms. Raimundo, age 48, is currently a Managing Partner of Convey Capital, a venture capital fund focused on making investments in healthcare technology. From October 2016 through June 2021, Ms. Raimundo served as a Managing Director of Kaiser Permanente Ventures, a venture capital arm of Kaiser Permanente that focuses on investments in health information technology, digital health, healthcare services, medical devices and diagnostics and precision medicine. Prior to joining Kaiser Permanente Ventures, Ms. Raimundo was the Chief Business Officer of Evidation Health, a health analytics data company, from March 2015 through October 2016. Prior to joining Evidation Health, Ms. Raimundo served as Vice President of Covidien Ventures from September 2010 through February 2015, and as Vice President of Advanced Technology Ventures from November 2006 through September 2010. She also previously held operating roles at Guidant Corporation and served as a management consultant for APM/CSC Healthcare where she optimized clinical workflow and guidelines for major hospital systems. Ms. Raimundo is a Kauffman Venture Fellow as well as founder and President of Medtech Women, a nonprofit organization dedicated to highlighting women leaders in the medical technology industry. Mr. Raimundo earned a Bachelor’s Degree in economics from Yale University and a Master of Business Administration Degree from the University of California at Berkeley.   

 

Pursuant to the Company’s current non-employee director compensation package and under the Company’s 2014 Equity Incentive Plan, Ms. Raimundo will be awarded a pro-rated annual grant of restricted stock units (“RSUs”) on August 9, 2021, subject to vesting on the date of the 2022 Annual Meeting of Stockholders. The RSUs will be granted with a grant date value of $143,151 which reflects $190,000 pro-rated for the period August 9, 2021 to May 11, 2022 (the anticipated date of the 2022 Annual Meeting of Stockholders). The number of shares of the Company’s common stock subject to the RSUs will be calculated by dividing the grant date value by the Company’s closing stock price on the grant date. Ms. Raimundo will also receive an annual cash retainer of $70,000 for her Board service, payable quarterly.  Ms. Raimundo has entered into an indemnification agreement with the Company in substantially the form filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2014.

 

On August 9, 2021, the Company issued a press release announcing the election of Ms. Raimundo to the Board. A copy of this press release is furnished as Exhibit 99.1 hereto.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

 

Exhibit No.

Description.

99.1

Press release issued by NuVasive, Inc. on August 9, 2021.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)


 

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 hereunto duly authorized.

 

 

 

NUVASIVE, INC.

 

 

 

Date: August 9, 2021

 

/s/ Matthew K. Harbaugh

 

 

Matthew K. Harbaugh

 

 

Executive Vice President and Chief Financial Officer

 

 

 

nuva-ex991_15.htm

Exhibit 99.1

 

NEWS RELEASE

 

Amy Belt Raimundo to Join NuVasive Board of Directors

 

New board member brings extensive knowledge of medical technology and digital health

 

SAN DIEGO August 9, 2021 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced the appointment of Amy Belt Raimundo to the Company’s Board of Directors, effective August 9, 2021.

 

Ms. Raimundo has more than 20 years of experience in healthcare, with extensive knowledge in medical technology, healthcare strategy, and digital health. Currently, she is the co-founder and Managing Partner for Convey Capital, a venture capital fund focused on making investments in healthcare technology.

 

“Amy is a fantastic addition to our Board of Directors with her deep knowledge of the healthcare landscape and bringing disruptive technologies to market,” said J. Christopher Barry, chief executive officer of NuVasive. “As we make progress against our long-term strategy with multiple vectors of growth, Amy’s experience investing into and commercializing novel technology will further our ability to change the lives of patients around the globe.”

 

Prior to Convey Capital, Ms. Raimundo was the Managing Director for Kaiser Permanente Ventures, a national leader in strategic venture investing in healthcare. Before Kaiser Permanente Ventures, she was the Chief Business Officer at Evidation Health, a leader in digital health and disease data management. Prior to Evidation Health, Ms. Raimundo served as Vice President for Covidien Ventures, a venture capital group focused on investing in companies developing innovative medical devices and diagnostic technologies. She also was a Vice President at Advanced Technology Ventures where she helped transform emerging growth healthcare companies into market leaders. Earlier in her career, Ms. Raimundo held operating roles at Guidant Corporation and served as a management consultant for APM/CSC Healthcare, where she optimized clinical workflow and guidelines for major hospital systems.

 

“I have spent my entire career helping transform the future of healthcare through bringing innovative solutions to market,” said Ms. Raimundo. “As the leader of spine innovation and with its robust technology pipeline, NuVasive is well-positioned to help change the future of spine surgery. I look forward to supporting the Company as it advances the standard of patient care.”

 

Ms. Raimundo is a Kauffman Fellow, as well as co-founder of MedtechWomen, a nonprofit organization dedicated to highlighting women leaders in the medical technology industry. Ms. Raimundo earned a B.A. in economics from Yale University and an M.B.A. from the University of California, Berkeley.

 


 

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology innovation, with a mission to transform surgery, advance care, and change lives. The Company's less-invasive, procedurally integrated surgical solutions are designed to deliver reproducible and clinically proven outcomes. The Company's comprehensive procedural portfolio includes surgical access instruments, spinal implants, fixation systems, biologics, software for surgical planning, navigation and imaging solutions, magnetically adjustable implant systems for spine and orthopedics, and intraoperative neuromonitoring technology and service offerings. With more than $1 billion in net sales, NuVasive has approximately 2,700 employees and operates in more than 50 countries serving surgeons, hospitals, and patients. For more information, please visit www.nuvasive.com.

 

Forward-Looking Statements

NuVasive cautions you that statements included in this news release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive's results to differ materially from historical results or those expressed or implied by such forward-looking statements. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company's surgical products and procedures by spine surgeons and hospitals, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive's products, the Company's ability to adequately manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties described in NuVasive's news releases and periodic filings with the Securities and Exchange CommissionNuVasive's public filings with the Securities and Exchange Commission are available at www.sec.govNuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

###

 

 

Investor contact:

Juliet C. Cunningham

NuVasive, Inc.

858-210-2129

investorrelations@nuvasive.com

 

Media contact:

Amanda Rocha

NuVasive, Inc.

858-882-5062

media@nuvasive.com