--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-24-048038" form_type: "8-K" ticker: null cik: "0001603756" company_name: "Axonics, Inc." filed_at: "2024-11-15T23:59:59+00:00" generated_at: "2026-05-29T23:46:59.427040+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Axonics acquired by Boston Scientific for $71/share; stock delisted from Nasdaq ## Summary - Merger completed Nov 15, 2024; each Axonics share converted to $71 cash; aggregate equity ~$3.7B. - Axonics common stock suspended from trading on Nasdaq on Nov 15; Form 25 to be filed for delisting/deregistration. - All prior directors and officers terminated; new board and officers appointed from Boston Scientific and Merger Sub. - Charter and bylaws amended and restated; Axonics now wholly owned by Boston Scientific. ## SEC filing metadata - accession: 0001628280-24-048038 - form_type: 8-K - cik: 0001603756 - company_name: Axonics, Inc. - filed_at: 2024-11-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/axnx-20241115.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-24-048038 - JSON: https://secwatch.observer/filing/0001628280-24-048038.json - Plain text: https://secwatch.observer/filing/0001628280-24-048038.txt ## Key facts - Executive change Alfred Ford, Jr. was terminated as other_named_officer at Axonics, Inc.. - Action: terminated source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Esteban López, M.D. departed as director at Axonics, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Jane E. Kiernan departed as director at Axonics, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Michael F. Mahoney was appointed as other_named_officer at Axonics, Inc.. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change John Woock, Ph.D. was terminated as other_named_officer at Axonics, Inc.. - Action: terminated source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Robert E. McNamara departed as director at Axonics, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Vance R. Brown was appointed as director at Axonics, Inc.. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Rinda K. Sama was terminated as other_named_officer at Axonics, Inc.. - Action: terminated source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Michael H. Carrel departed as director at Axonics, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Daniel J. Brennan was appointed as other_named_officer at Axonics, Inc.. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Jonathan R. Monson was appointed as director at Axonics, Inc.. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Kari L. Keese was terminated as other_named_officer at Axonics, Inc.. - Action: terminated source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Jonathan R. Monson was appointed as other_named_officer at Axonics, Inc.. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Raymond W. Cohen departed as director at Axonics, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Nancy L. Snyderman, M.D., FACS departed as director at Axonics, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change Raymond W. Cohen was terminated as other_named_officer at Axonics, Inc.. - Action: terminated source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Executive change David M. Demski departed as director at Axonics, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Governance Changes Axonics, Inc.: Amended and restated the certificate of incorporation in its entirety (effective 2024-11-15). - Change: charter amendment - Effective: 2024-11-15 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - Governance Changes Axonics, Inc.: Amended and restated the bylaws in their entirety (effective 2024-11-15). - Change: bylaw amendment - Effective: 2024-11-15 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1603756/000162828024048038/0001628280-24-048038-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.