8-K
filed September 5, 2023, 7:59 PM ET
CIK 0001305773
M&A
confidence high
sentiment neutral
materiality 1.00
Conformis Inc: M&A transaction — Conformis acquired by restor3d for $2.27/share; stock delisted
Conformis Inc
- Merger completed Sept 5, 2023; shareholders get $2.27 per share in cash.
- All shares converted; out-of-the-money options and warrants cancelled without payment.
- Company became wholly owned by restor3d; Nasdaq trading suspended Sept 5, 2023.
- Former directors and officers resigned; new board: Kurt Jacobus, Greg Anglum, Kenneth Gall.
- Existing credit facility with MidCap fully repaid and terminated; prepayment fee paid.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kurt Jacobus was appointed as Director at Conformis Inc.
- Action
- appointed
- Role
- Director
Exact text from the filing
the following directors were appointed to the Board: Kurt Jacobus, Greg Anglum and Kenneth Gall.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Greg Anglum was appointed as Director at Conformis Inc.
- Action
- appointed
- Role
- Director
Exact text from the filing
the following directors were appointed to the Board: Kurt Jacobus, Greg Anglum and Kenneth Gall.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth Gall was appointed as Director at Conformis Inc.
- Action
- appointed
- Role
- Director
Exact text from the filing
the following directors were appointed to the Board: Kurt Jacobus, Greg Anglum and Kenneth Gall.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Conformis Inc: Bylaws amended and restated in their entirety in connection with the merger.
- Change
- bylaw amendment
Exact text from the filing
the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Conformis Inc: Certificate of incorporation amended and restated in its entirety in connection with the merger.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Conformis Inc underwent a change of control involving restor3d, Inc. for $2.27 in cash without interest (closed 2023-09-05).
- Action
- change of control
- Counterparty
- restor3d, Inc.
- Consideration
- $2.27 in cash without interest
- Closing
- 2023-09-05
Exact text from the filing
Law of the State of Delaware and has not validly withdrawn, waived or otherwise lost such rights (the “Appraisal Shares”), was automatically converted into the right to receive $2.27 in cash without interest and less any applicable withholding taxes (the “Per Share Cash Consideration”). Immediately prior to the Effective Time, (i) each share of restricted
View on SEC.gov
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