{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-24-027539","form_type":"8-K","ticker":null,"cik":"0000876378","company_name":"ASENSUS SURGICAL, INC.","filed_at":"2024-08-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:16.117262+00:00","generated_at":"2026-05-31T08:09:33.151137+00:00","sec_items":["2.01","3.01","3.03","5.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"KARL STORZ completes acquisition of Asensus Surgical for $0.35 per share in cash","bullets":["Merger closed Aug 22, 2024; stockholders received $0.35/share in cash for each share.","Common stock delisted from NYSE American same day; Form 25 filed with SEC.","All prior directors resigned; Sonal Matai and Nadim Abi Malhab appointed as directors.","Warrant holders (2023 and Series D) have 30-day option to require cash purchase at Black-Scholes value.","Asensus becomes a KARL STORZ subsidiary; CEO Anthony Fernando remains; LUNA robot development continues."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-24-027539","json":"https://secwatch.observer/filing/0001437749-24-027539.json","markdown":"https://secwatch.observer/filing/0001437749-24-027539.md","text":"https://secwatch.observer/filing/0001437749-24-027539.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/asxc20240820_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-31T08:09:33.151137+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"09e5fdac3c","claim":"Nadim Abi Malhab was appointed as Director at ASENSUS SURGICAL, 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5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"19171890a6","claim":"Sonal Matai was appointed as Director at ASENSUS SURGICAL, INC..","evidence_excerpt":"Sonal Matai and Nadim Abi Malhab, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2af505eba9","claim":"Richard Pfenniger resigned as Director at ASENSUS SURGICAL, INC..","evidence_excerpt":"each of Anthony Fernando, David Milne, Andrea Biffi, Kevin Hobert, Elizabeth Kwo, Richard Pfenniger and William Starling, Jr., the members of the Board of Directors of the Company (the “Board”), holding these positions immediately prior to the effective time resigned from the Board and from all Board committees on which these directors served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"41a80a883f","claim":"William Starling, Jr. resigned as Director at ASENSUS SURGICAL, INC..","evidence_excerpt":"each of Anthony Fernando, David Milne, Andrea Biffi, Kevin Hobert, Elizabeth Kwo, Richard Pfenniger and William Starling, Jr., the members of the Board of Directors of the Company (the “Board”), holding these positions immediately prior to the effective time resigned from the Board and from all Board committees on which these directors served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6675124ed2","claim":"Elizabeth Kwo resigned as Director at ASENSUS SURGICAL, INC..","evidence_excerpt":"each of Anthony Fernando, David Milne, Andrea Biffi, Kevin Hobert, Elizabeth Kwo, Richard Pfenniger and William Starling, Jr., the members of the Board of Directors of the Company (the “Board”), holding these positions immediately prior to the effective time resigned from the Board and from all Board committees on which these directors served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a0573885a1","claim":"Kevin Hobert resigned as Director at ASENSUS SURGICAL, INC..","evidence_excerpt":"each of Anthony Fernando, David Milne, Andrea Biffi, Kevin Hobert, Elizabeth Kwo, Richard Pfenniger and William Starling, Jr., the members of the Board of Directors of the Company (the “Board”), holding these positions immediately prior to the effective time resigned from the Board and from all Board committees on which these directors served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":1.0,"family_label":"Executive 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SURGICAL, INC..","evidence_excerpt":"each of Anthony Fernando, David Milne, Andrea Biffi, Kevin Hobert, Elizabeth Kwo, Richard Pfenniger and William Starling, Jr., the members of the Board of Directors of the Company (the “Board”), holding these positions immediately prior to the effective time resigned from the Board and from all Board committees on which these directors served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"66e61f0769f3d787c10bbba0879db5c11c917fbb","claim":"ASENSUS SURGICAL, INC. underwent a change of control involving KARL STORZ Endoscopy-America, Inc. for $0.35 per share in cash (closed 2024-08-22).","evidence_excerpt":"Time”) as provided in the Merger Agreement: (i) each share of common stock of the Company (the “Common Stock”) then outstanding was converted into the right to receive $0.35 in cash, without interest (the “Merger Consideration”), other than those shares owned by Parent or Merger Sub or the Company (which were cancelled without any consideration); (ii)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"KARL STORZ Endoscopy-America, Inc."},{"label":"Consideration","value":"$0.35 per share in cash"},{"label":"Closing","value":"2024-08-22"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}