---
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"
generated_at: "2026-05-31T08:09:33.151137+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# KARL STORZ completes acquisition of Asensus Surgical for $0.35 per share in cash

## Summary
- 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.

## SEC filing metadata
- accession: 0001437749-24-027539
- form_type: 8-K
- cik: 0000876378
- company_name: ASENSUS SURGICAL, INC.
- filed_at: 2024-08-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-24-027539
- JSON: https://secwatch.observer/filing/0001437749-24-027539.json
- Plain text: https://secwatch.observer/filing/0001437749-24-027539.txt

## Key facts
- Executive change
  Nadim Abi Malhab was appointed as Director at ASENSUS SURGICAL, INC..
  - Action: appointed
  - Role: Director
  source text: Sonal Matai and Nadim Abi Malhab, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  David Milne resigned as Director at ASENSUS SURGICAL, INC..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  Sonal Matai was appointed as Director at ASENSUS SURGICAL, INC..
  - Action: appointed
  - Role: Director
  source text: Sonal Matai and Nadim Abi Malhab, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  Richard Pfenniger resigned as Director at ASENSUS SURGICAL, INC..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  William Starling, Jr. resigned as Director at ASENSUS SURGICAL, INC..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  Elizabeth Kwo resigned as Director at ASENSUS SURGICAL, INC..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  Kevin Hobert resigned as Director at ASENSUS SURGICAL, INC..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  Andrea Biffi resigned as Director at ASENSUS SURGICAL, INC..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- Executive change
  Anthony Fernando resigned as Director at ASENSUS SURGICAL, INC..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: KARL STORZ Endoscopy-America, Inc.
  - Consideration: $0.35 per share in cash
  - Closing: 2024-08-22
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/876378/000143774924027539/0001437749-24-027539-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.