secwatch / observer
8-K filed November 15, 2024, 6:59 PM ET CIK 0001603756
M&A confidence high sentiment neutral materiality 1.00

Axonics, Inc.: M&A transaction — Axonics acquired by Boston Scientific for $71/share; stock delisted from Nasdaq

Axonics, Inc.

item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Alfred Ford, Jr.

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
Departed

Esteban López, M.D.

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
Departed

Jane E. Kiernan

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
Appointed

Michael F. Mahoney

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, Michael F. Mahoney, Daniel J. Brennan and Jonathan R. Monson became the executive officers of the Company.
Departed

John Woock, Ph.D.

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
Departed

Robert E. McNamara

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
Appointed

Vance R. Brown

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Vance R. Brown and Jonathan R. Monson, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company’s board of directors.
Departed

Rinda K. Sama

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
Departed

Michael H. Carrel

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
Appointed

Daniel J. Brennan

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, Michael F. Mahoney, Daniel J. Brennan and Jonathan R. Monson became the executive officers of the Company.
Appointed

Jonathan R. Monson

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Vance R. Brown and Jonathan R. Monson, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company’s board of directors.
Departed

Kari L. Keese

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
Appointed

Jonathan R. Monson

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, Michael F. Mahoney, Daniel J. Brennan and Jonathan R. Monson became the executive officers of the Company.
Departed

Raymond W. Cohen

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
Departed

Nancy L. Snyderman, M.D., FACS

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
Departed

Raymond W. Cohen

Other Named Officer
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
Departed

David M. Demski

Director
Axonics, Inc.
Effective
2024-11-15
Filed
November 15, 2024, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Alfred Ford, Jr. was terminated as other_named_officer at Axonics, Inc..

Action
terminated
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Esteban López, M.D. departed as director at Axonics, Inc..

Action
ceased serving
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jane E. Kiernan departed as director at Axonics, Inc..

Action
ceased serving
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael F. Mahoney was appointed as other_named_officer at Axonics, Inc..

Action
appointed
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, Michael F. Mahoney, Daniel J. Brennan and Jonathan R. Monson became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

John Woock, Ph.D. was terminated as other_named_officer at Axonics, Inc..

Action
terminated
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Robert E. McNamara departed as director at Axonics, Inc..

Action
ceased serving
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Vance R. Brown was appointed as director at Axonics, Inc..

Action
appointed
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Vance R. Brown and Jonathan R. Monson, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company’s board of directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Rinda K. Sama was terminated as other_named_officer at Axonics, Inc..

Action
terminated
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael H. Carrel departed as director at Axonics, Inc..

Action
ceased serving
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Daniel J. Brennan was appointed as other_named_officer at Axonics, Inc..

Action
appointed
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, Michael F. Mahoney, Daniel J. Brennan and Jonathan R. Monson became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jonathan R. Monson was appointed as director at Axonics, Inc..

Action
appointed
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Vance R. Brown and Jonathan R. Monson, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company’s board of directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Kari L. Keese was terminated as other_named_officer at Axonics, Inc..

Action
terminated
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jonathan R. Monson was appointed as other_named_officer at Axonics, Inc..

Action
appointed
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, Michael F. Mahoney, Daniel J. Brennan and Jonathan R. Monson became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Raymond W. Cohen departed as director at Axonics, Inc..

Action
ceased serving
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Nancy L. Snyderman, M.D., FACS departed as director at Axonics, Inc..

Action
ceased serving
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Raymond W. Cohen was terminated as other_named_officer at Axonics, Inc..

Action
terminated
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, the position of each of Raymond W. Cohen, Alfred Ford, Jr., Kari L. Keese, Rinda K. Sama and John Woock, Ph.D., as an officer of the Company terminated.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

David M. Demski departed as director at Axonics, Inc..

Action
ceased serving
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Michael H. Carrel, Raymond W. Cohen, David M. Demski, Jane E. Kiernan, Esteban López, M.D., Robert E. McNamara, and Nancy L. Snyderman, M.D., FACS, comprising all of the members of the Company’s board of directors, ceased serving as a member of the Company’s board of directors and each committee thereof.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Axonics, Inc.: Amended and restated the certificate of incorporation in its entirety (effective 2024-11-15).

Change
charter amendment
Effective
2024-11-15
Exact text from the filing
the Amended and Restated Certificate of Incorporation of the Company, as amended, and the Amended and Restated Bylaws of the Company, as amended, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Axonics, Inc.: Amended and restated the bylaws in their entirety (effective 2024-11-15).

Change
bylaw amendment
Effective
2024-11-15
Exact text from the filing
the Amended and Restated Certificate of Incorporation of the Company, as amended, and the Amended and Restated Bylaws of the Company, as amended, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Axonics, Inc. underwent a change of control involving Boston Scientific Corporation for $71.00 in cash (closed 2024-11-15).

Action
change of control
Counterparty
Boston Scientific Corporation
Consideration
$71.00 in cash
Closing
2024-11-15
Exact text from the filing
the DGCL with respect to such Shares (the Shares addressed in (iv) collectively, the “Dissenting Shares”), was automatically canceled and converted into the right to receive $71.00 in cash, without interest (the “ Merger Consideration”). The aggregate equity value of the Shares acquired by Parent was approximately $3.7 billion. In addition, pursuant to the
View on SEC.gov

59 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0001628280-24-048038
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