UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~ 11April 20, 2018

~~COGENTIX~~Cogentix ~~MEDICAL~~Medical, ~~INC~~Inc.

(Exact Name of registrant as ~~specified~~Specified in its charter)

Delaware	000-20970	13-3430173
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5420 Feltl Road
Minnetonka, Minnesota		55343
Minnetonka, MN		55343
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (952) 426-6140

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule ~~12n~~12b-2 of the Securities Exchange Act of ~~1034~~1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously reported, on March 11, 2018, Cogentix Medical, Inc. (the “Company”), Camden Merger Sub, Inc., a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of LM US Parent, Inc., a Delaware corporation (“Parent”), which is an affiliate of Laborie Medical Technologies Canada ULC (“Laborie”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Purchaser commenced, on March 26, 2018, a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company at a price of $3.85 per Share in cash, net to the seller in cash, without interest and less any applicable withholding taxes (the “Offer Price”).

OnThe ~~March~~Offer ~~11,~~and ~~2018,~~withdrawal ~~Cogentix~~rights ~~Medical,~~expired ~~Inc.~~as scheduled at 12:00 midnight, aNew ~~Delaware~~York ~~corporation~~City (time, at the ~~“Company”),~~end LMof USFriday, ~~Parent~~April 20, ~~Inc~~2018., aThe Offer ~~Delaware~~was ~~corporation~~not ~~(“Parent”),~~extended. ~~and~~Broadridge ~~Camden~~Corporate ~~Merger~~Issuer ~~Sub~~Solutions, Inc., athe ~~Delaware~~depositary ~~corporation~~for ~~(“Merger~~the ~~Sub”)~~Offer, ~~entered~~has ~~into~~advised anthat, ~~Agreement~~as ~~and~~of ~~Plan~~the expiration of ~~Merger (~~the ~~“Merger~~Offer, ~~Agreement”)~~51,455,314 ~~pursuant~~Shares to(excluding ~~which~~34,769 ~~Merger~~Shares ~~Sub~~tendered ~~will~~under ~~commence~~guaranteed adelivery ~~cash tender offer (the “Offer”~~procedures), representing toapproximately ~~purchase~~84.5% ~~all~~ of the Shares issued and outstanding ~~shares~~as of the ~~common~~expiration ~~stock,~~of ~~par~~the ~~value $0.01 per share~~Offer, ofwere ~~the~~validly ~~Company~~tendered ~~(the~~and ~~“Shares”)~~not atvalidly awithdrawn ~~price~~pursuant ofto $3the Offer.85 ~~per~~As ~~Share,~~all ~~net~~conditions to the ~~seller~~Offer inwere ~~cash~~satisfied, ~~without~~Purchaser ~~interest~~accepted ~~and~~for payment ~~less~~all ~~any~~Shares ~~applicable~~that ~~withholding~~were ~~taxes~~validly ~~(the~~tendered ~~“Offer~~and ~~Price”). Subject~~not tovalidly ~~the~~withdrawn ~~terms~~(including ~~and~~those ~~conditions~~Shares oftendered ~~the~~under ~~Merger~~guaranteed ~~Agreement,~~delivery ~~following~~procedures) ~~the~~pursuant ~~consummation~~to of the Offer,. ~~Merger~~Parent ~~Sub will be merged with~~ and ~~into~~Purchaser ~~the~~were ~~Company~~required ~~(the~~to ~~“Merger”),~~make ~~with~~prompt ~~the~~payment ~~Company~~of ~~continuing as~~ the ~~surviving~~Offer ~~corporation~~Price asfor such ~~a wholly owned subsidiary of Parent~~Shares.

~~Subject~~Following toexpiration ~~the terms and conditions~~ of the ~~Merger Agreement, the~~ Offer ~~will~~and ~~initially~~Purchaser’s ~~remain~~subsequent ~~open~~acceptance for 20payment ~~business~~of ~~days~~the ~~from~~Shares, ~~the~~Purchaser ~~date~~had ownership ofsufficient ~~commencement~~to ofeffect the ~~Offer.~~merger ~~If at~~ (the ~~scheduled~~“Merger”) ~~expiration~~under ~~time~~Section 251(h) of the ~~Offer~~Delaware ~~any~~General ofCorporation ~~the~~Law ~~conditions~~(“DGCL”) towithout ~~the~~a ~~Offer~~vote ~~have~~of ~~not~~stockholders ~~been~~of ~~satisfied~~the orCompany. ~~waived~~Accordingly, ~~then~~on ~~Merger~~April 23, ~~Sub~~2018, ~~will~~Purchaser effected ~~extend~~ the ~~Offer~~Merger ~~for~~in ~~one~~which orPurchaser ~~more~~merged ~~successive~~with ~~periods~~and ofinto 10the ~~business days~~Company, ~~until~~with ~~September 7, 2018 (or, if extended pursuant to~~ the ~~terms~~Company ~~and~~surviving ~~conditions of~~ the Merger ~~Agreement,~~and ~~March~~continuing ~~11,~~as ~~2019),~~a towholly ~~permit~~owned ~~the~~subsidiary ~~satisfaction~~ of ~~all Offer conditions~~Parent.

In ~~connection with, and concurrently with~~ the ~~execution of the~~ Merger ~~Agreement~~, ~~Parent~~each ~~and~~Share ~~Merger~~outstanding ~~Sub executed a letter agreement~~ (~~the~~other ~~“Letter~~than ~~Agreement”)~~Shares ~~with~~accepted anfor ~~affiliate,~~payment ~~Laborie~~in ~~Medical Technologies Canada ULC, an unlimited liability company incorporated under~~ the ~~laws of British Columbia (“Laborie”). Under the Letter Agreement~~Offer, ~~Laborie~~Shares isheld ~~providing an equity financing commitment for the transactions contemplated~~ by the ~~Merger Agreement~~Company, ~~the~~and ~~aggregate~~Shares ~~proceeds~~for of which, ~~together~~a stockholder ~~with other cash and other sources~~ of ~~funds immediately available to Parent, will be sufficient for Parent to pay, or cause Merger Sub to pay, all~~ the ~~amounts~~Company ~~they~~has ~~are~~properly ~~required~~exercised toappraisal ~~pay~~rights under ~~the~~Delaware ~~Merger~~law) ~~Agreement. Under~~was ~~the~~converted ~~terms~~into of the ~~Letter~~right ~~Agreement,~~to ~~Laborie~~receive ~~is also providing~~ a ~~limited~~price ~~guarantee~~per inShare ~~favor~~equal ofto the ~~Company,~~Offer ~~guaranteeing the payment obligations of Parent and Merger Sub under the Merger Agreement~~Price.

The ~~obligation~~foregoing summary description of the Merger ~~Sub~~Agreement todoes ~~purchase~~not ~~Shares~~purport ~~tendered~~to inbe ~~the~~complete ~~Offer~~and is subject to ~~certain conditions~~, ~~including, among others, the following: (i) the Company’s stockholders shall have validly tendered~~ and ~~not~~qualified ~~validly withdrawn~~ in ~~the~~its ~~Offer~~entirety ~~the number of Shares (not including any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received~~ by , the ~~depositary for the Offer in~~ full ~~settlement~~text ~~or satisfaction~~ of ~~such guarantee) which, when added to~~ the ~~Shares then owned by~~ Merger ~~Sub~~Agreement, ~~would~~which ~~represent~~was ~~one~~filed ~~Share~~as ~~more~~Exhibit ~~than~~2.1 ~~one half of all Shares outstanding immediately prior~~ to the ~~time~~Current ~~Merger~~Report ~~Sub,~~on ~~for~~Form ~~the~~8-K ~~first~~filed ~~time,~~by ~~irrevocably~~the ~~accepts~~Company ~~for~~with ~~payment Shares validly tendered and not withdrawn pursuant to~~ the ~~Offer~~SEC ~~(the~~on ~~“Offer~~March 12, ~~Acceptance~~2018, ~~Time”) (the “Minimum Condition”)~~ and ~~(ii)~~which ~~those other conditions set forth in Annex I to the Merger Agreement. The consummation of the Offer~~ is ~~not~~incorporated ~~subject~~herein toby ~~any financing condition~~reference.

AtItem ~~the~~3.01. ~~effective~~Notice ~~time~~ of ~~the~~Delisting ~~Merger (the “Effective Time”), each Share issued and outstanding (excluding (i) treasury Shares, (ii) Shares irrevocably accepted for payment by Merger Sub pursuant to the Offer~~ or ~~(iii) Shares~~Failure held by a holder who has properly demanded appraisal and otherwise complied with the provisions of Section 262 of the Delaware General Corporation Law (the “DGCL”) and has not effectively withdrawn or lost such holder’s rights to ~~appraisal~~Satisfy ~~(such shares being referred to collectively as the “Dissenting Shares”)) will be converted into the right to receive~~ a ~~cash~~Continued ~~amount~~Listing ~~equal~~Rule ~~to the Offer Price, without interest thereon (the “Merger Consideration”), subject to any applicable withholding~~ or ~~other~~Standard; ~~taxes~~Transfer ~~and~~of ~~certain other amounts specified in the Merger Agreement~~Listing.

~~The~~On ~~Company~~April 23, ~~has~~2018, ~~issued~~the ~~certain~~Company ~~options~~(i) notified tothe ~~purchase~~Nasdaq ~~Shares~~Capital ~~(the~~Market (“~~Options~~Nasdaq”) ~~under~~of ~~its~~the ~~incentive~~consummation ~~plans.~~of At the ~~Effective~~Merger ~~Time,~~and (ii) requested ~~each~~that ~~outstanding~~Nasdaq ~~Option~~(x) suspend ~~will~~trading bein ~~cancelled~~the Shares effective April 24, 2018 and ~~converted~~(y) file ~~into~~with the ~~right~~SEC toa ~~receive~~Form an25 ~~amount~~Notification inof ~~cash~~Removal ~~(subject~~from Listing and/or Registration to ~~any~~delist ~~applicable~~and ~~withholding~~deregister orthe ~~other~~Shares ~~taxes~~under Section 12(b) ~~and~~of ~~certain~~the ~~other~~Securities ~~amounts~~Exchange ~~specified~~Act inof 1934, as amended (the ~~Merger~~“Exchange ~~Agreement~~Act”). ~~equal~~The Company intends to file with the ~~product~~SEC ofa ~~(i)~~certification on Form 15 under the ~~total~~Exchange ~~number~~Act, ofrequesting ~~Shares~~the ~~subject~~termination toof ~~such~~the ~~Option~~Company’s registration and reporting obligations under Section 12(iig) of the ~~excess~~Exchange Act, ifand ~~any,~~the suspension of the ~~Merger~~Company’s ~~Consideration~~reporting ~~over~~obligations ~~the~~under ~~exercise~~Sections ~~price~~13 and 15(d) of the ~~Shares~~Exchange ~~previously~~Act, ~~subject~~with respect to ~~such~~the ~~Option~~Shares.

~~The~~Item ~~Company has issued certain restricted Shares (“Restricted Shares”) under its incentive plans~~3.03. AtMaterial ~~the~~Modification ~~Effective Time, each outstanding Restricted Share will be cancelled and converted into the right~~ to ~~receive~~Rights anof ~~amount~~Security in cash (subject to any applicable withholding or other taxes and certain other amounts specified in the Merger Agreement) equal to the Merger Consideration payable in connection with the Restricted SharesHolders.

The ~~Merger~~information ~~will~~set beforth ~~governed~~under byItem ~~Section~~2.01, ~~251(h)~~Item 3.01, Item 5.01 and Item 5.03 of ~~the~~this ~~DGCL,~~Current ~~with~~Report noon ~~stockholder~~Form 8-K ~~vote~~is ~~required~~incorporated toby ~~consummate~~reference ~~the~~into ~~Merger~~this Item 3.03.

~~The~~Item ~~Merger~~5.01. ~~Agreement~~Changes includes customary representations, warranties and covenants of the parties customary for a transaction of this nature, including covenants (i) to as promptly as reasonably practicable effect all registrations, filings and submissions required pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable laws with respect to the Offer and the Merger, (ii) for each of the parties to use their reasonable best efforts to take, or cause to be taken, all appropriate action to consummate and make effective the Offer, the Merger and the other transactions contemplated by the Merger Agreement, (iii) for the Company to conduct its business in ~~the~~Control ~~ordinary course and to be bound by customary restrictions relating to the operation~~ of its business until the effective time of the Merger or termination of the Merger Agreement and (iv) for the Company not to solicit third party proposals relating to alternative transactions or provide information or enter into discussions in connection with alternative transactions, subject to exceptions to permit the board of directors of the Company (the “Company Board”) to comply with its fiduciary dutiesRegistrant.

~~The~~As ~~Merger~~a ~~Agreement~~result ~~includes~~of ~~certain~~Purchaser’s ~~termination~~acceptance ~~provisions~~ for ~~both~~payment ~~the~~of ~~Company~~all ~~and~~Shares ~~Parent and provides~~ that ~~(i) in~~were ~~connection~~validly ~~with~~tendered ~~the~~and not ~~termination~~withdrawn ofpursuant ~~the Merger Agreement under certain specified circumstances related~~ to ~~a change in~~ the ~~recommendation~~Offer ofand the ~~Company~~consummation ~~Board, the entry into an agreement for a superior proposal or the breach~~ of ~~certain of~~ the ~~Company’s covenants under the~~ Merger ~~Agreement,~~pursuant ~~the Company may be required~~ to ~~pay Parent a termination fee of $8,365,000, which is equal to 3.5% of the aggregate equity value represented by the transaction, and~~ Section 251(iih) in ~~connection with the termination~~ of the ~~Merger~~DGCL ~~Agreement~~on ~~under~~April 23, ~~certain~~2018, ~~specified circumstances related to~~ a ~~governmental~~change ~~challenge~~in tocontrol ~~the transaction or a request to impose certain conditions as a condition to governmental approval or clearance~~ of the ~~transaction~~Company occurred, ~~Parent~~and ~~may be required to pay~~ the Company anow ~~termination fee of either $14,340,000, which~~ is ~~equal to 6% of the aggregate equity value represented by the transaction or, in the case of such~~ a ~~termination~~wholly byowned ~~the~~subsidiary ~~Company within two business days~~ of ~~September~~Parent. 7,The information ~~2018~~set ~~(or,~~forth ifunder ~~the~~Item ~~end~~2.01 ~~date in the Merger Agreement is extended, pursuant to the terms~~ and ~~conditions~~Item of5.03 ~~the Merger Agreement, within two business days~~ of ~~March~~this ~~11,~~Current ~~2019),~~Report ~~$9,560,000,~~on ~~which~~Form 8-K is ~~equal~~incorporated toby 4%reference ofinto ~~the~~this ~~aggregate~~Item ~~equity value represented by the transaction~~5.01.

~~The~~Item ~~Merger~~5.02. ~~Agreement~~Departure ~~has~~of ~~been~~Directors ~~unanimously~~or ~~approved~~Certain byOfficers; ~~the~~Election ~~Company~~of ~~Board~~Directors; ~~and~~Appointment ~~the boards~~ of ~~directors~~Certain ofOfficers; ~~Parent~~Compensatory ~~and~~Arrangements ~~Merger Sub, and the Company Board has unanimously resolved to recommend that the holders~~ of ~~Shares~~Certain ~~tender their Shares in the Offer~~Officers.

~~The~~Pursuant ~~foregoing~~to ~~summary~~the ~~does~~Merger ~~not~~Agreement, ~~purport~~at tothe beeffective ~~complete~~time ~~and~~of ~~are~~the ~~subject~~Merger, toJames D’Orta, ~~and~~Uri ~~qualified~~Geiger, inDarin ~~their~~Hammers, ~~entirety~~Cheryl byPegus, ~~the~~Lewis ~~Merger~~Pell, ~~Agreement~~Kenneth Samet, ~~attached~~Nachum ~~hereto~~Shamir and Howard Zauberman each resigned as, ~~Exhibit~~and ~~2.1~~ceased to be, ~~which~~members isof ~~incorporated~~the ~~herein~~Company’s byBoard ~~reference~~of Directors. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

~~The~~In connection ~~Merger~~with ~~Agreement, and~~ the ~~foregoing~~Merger, ~~descriptions~~Mr. Hammers ofresigned ~~that~~from ~~agreements,~~his ~~has~~position ~~been~~as ~~included~~President toand ~~provide~~Chief ~~investors~~Executive ~~and~~Officer ~~stockholders~~of ~~with~~the ~~information~~Company ~~regarding~~and ~~the~~Brett ~~terms~~Reynolds ofresigned ~~the~~from ~~Merger~~his ~~Agreement. They~~position ~~are~~as ~~not~~Senior ~~intended~~Vice toPresident, ~~provide~~Chief ~~any~~Financial ~~other~~Officer ~~factual~~and ~~information~~Corporate ~~about~~Secretary of the Company. ~~The~~ ~~representations,~~Mr. Hammers ~~warranties~~ and ~~covenants~~Mr. Reynolds ~~contained in~~ each ~~agreement~~entered ~~were~~into ora ~~will~~Separation beand ~~made~~Release ~~only as~~ of ~~specified~~Claims ~~dates~~Agreement ~~for~~with the ~~purposes~~Company ofand ~~such~~Laborie ~~agreements~~Medical Technologies, ~~were~~Corp. (~~except~~“Laborie asMT”), ~~expressly~~a ~~set~~Delaware ~~forth~~corporation ~~therein)~~and ~~solely~~an ~~for~~affiliate ~~the benefit~~ of Laborie ~~the~~effective ~~parties~~on toApril 24, ~~such~~2018 ~~agreements~~ and ~~may~~April 23, be2018, ~~subject~~respectively to(the ~~qualifications~~“Hammers ~~and~~Separation ~~limitations~~Agreement” ~~agreed~~and ~~upon~~the by“Reynolds ~~such~~Separation ~~parties. In particular~~Agreement”, ~~in reviewing the representations~~respectively, ~~warranties~~ and ~~covenants~~together, ~~contained in each agreement and discussed in~~ the ~~foregoing~~“Separation ~~descriptions,~~Agreements”). Pursuant ~~it is important~~ to ~~bear~~the inSeparation ~~mind that such representations~~Agreements, ~~warranties~~Mr. Hammers and ~~covenants~~Mr. Reynolds ~~may~~each ~~have~~agreed ~~been~~to ~~negotiated~~a ~~with~~release ~~the principal purpose~~ of ~~allocating~~claims ~~risk~~against ~~among~~ the ~~parties,~~Company ~~rather~~and ~~than~~Laborie ~~establishing~~MT ~~matters~~and astheir ~~facts. Such~~respective ~~representations,~~affiliates ~~warranties~~ and ~~covenants~~to ~~may~~certain ~~also~~post-employment becovenants, ~~subject~~including (i) nondisparagement toand a(ii) nondisclosure ~~contractual standard~~ of ~~materiality~~the ~~different~~Company’s ~~from~~confidential ~~those~~information ~~generally~~in ~~applicable~~accordance towith ~~stockholders~~Mr. Hammers’ and ~~reports~~Mr. Reynolds’ ~~and~~previously ~~documents~~executed ~~filed~~Team ~~with~~Member ~~the~~Confidentiality, ~~Securities~~Inventions, Non-Compete and ~~Exchange~~Non-Solicitation ~~Commission (the “SEC”)~~Agreements.

~~Accordingly,~~In ~~investors~~consideration for ~~should~~his ~~not~~execution ~~rely~~and onnonrevocation of the ~~representations~~Hammers Separation Agreement, ~~warranties~~Mr. Hammers ~~and~~is ~~covenants~~entitled orto ~~any~~receive ~~descriptions~~a ~~thereof~~lump assum ~~characterizations~~cash payment of $701,250 (representing his base salary and his last established targeted annual cash incentive compensation, the ~~actual~~severance ~~state~~payment ofdue ~~facts~~pursuant orto ~~condition~~Mr. Hammers’ ofEmployment Agreement with the Company, ordated ~~any~~July 11, of2016 ~~its~~(the ~~subsidiaries~~“Hammers orEmployment ~~business~~Agreement”)). ~~Moreover,~~ ~~information~~Pursuant ~~concerning~~to the ~~subject~~Hammers ~~matter~~Separation ofAgreement, ~~such~~Mr. Hammers’ separation ~~representations,~~from ~~warranties~~service ~~and~~will ~~covenants~~be ~~may~~treated ~~change~~as ~~after~~a ~~the~~termination ~~date~~without of“cause” ~~the~~for ~~agreements~~all purposes, ~~which~~including ~~subsequent~~for ~~information~~purposes ~~may~~of orall ~~may~~compensation ~~not~~and bebenefit ~~fully~~plans, ~~reflected~~policies, inagreements, and arrangements for the Company’s ~~public~~and ~~disclosures~~its subsidiaries in which Mr. ~~The~~ Hammers ~~agreements~~participated ~~should~~or ~~therefore~~to ~~not~~which behe ~~read~~was ~~alone,~~a ~~but~~party. ~~should~~The ~~instead~~Hammers beSeparation ~~read~~Agreement inalso ~~conjunction~~sets ~~with~~forth the ~~other~~benefits ~~information~~to ~~regarding~~which ~~the~~Mr. Hammers ~~Company~~is ~~that~~entitled ~~has~~upon ~~been~~termination, isincluding: or(i) COBRA ~~will~~coverage bepayments ~~contained~~for ~~in,~~up orto ~~incorporated~~12 bymonths ~~reference~~following the ~~into~~termination date, ~~the~~(ii) a ~~Forms~~lump ~~10-K,~~sum ~~Forms~~cash ~~10-Q,~~payment ~~Forms~~of ~~8-K~~$42,437 ~~proxy~~(representing ~~statements~~Mr. Hammer’s accrued but unused vacation through April 24, 2018) and ~~other~~(iii) a ~~documents~~lump ~~that~~sum ~~the~~cash ~~Company~~payment ~~files~~of ~~with~~$35,417 (representing payment in lieu of termination notice pursuant to the ~~SEC~~Hammers Employment Agreement).

~~Other~~In ~~Agreements~~consideration for his execution and nonrevocation of the Reynolds Separation Agreement, Mr. Reynolds is entitled to receive a lump sum cash payment of $435,000 (representing his base salary and his last established targeted annual cash incentive compensation, the severance payment due pursuant to Mr. Reynolds’ Employment Agreement with the Company, dated June 6, 2016 (the “Reynolds Employment Agreement”)). Pursuant to the Reynolds Separation Agreement, Mr. Reynolds’ separation from service will be treated as a termination without “cause” for all purposes, including for purposes of all compensation and benefit plans, policies, agreements, and arrangements for the Company and its subsidiaries in which Mr. Reynolds participated or to which he was a party. The Reynolds Separation Agreement also sets forth the benefits to which Mr. Reynolds is entitled upon termination, including: (i) COBRA coverage payments for up to 12 months following the termination date, (ii) a lump sum cash payment of $28,846 (representing Mr. Reynolds’ accrued but unused vacation through April 23, 2018) and (iii) a lump sum cash payment of $25,000 (representing payment in lieu of termination notice pursuant to the Reynolds Employment Agreement).

InThe ~~connection~~foregoing ~~with,~~descriptions ~~and concurrently with the execution~~ of, the ~~Merger~~terms ~~Agreement, certain of the Company’s stockholders, who collectively beneficially own approximately 60% of the outstanding Shares, executed tender~~ and ~~support~~conditions ~~agreements in favor~~ of ~~Parent and Merger Sub (~~the ~~“Tender~~Separation ~~and Support~~ Agreements~~”). The~~ ~~Tender~~do ~~and Support Agreements provide, among other things, that such Company stockholders shall (i) validly tender all of their Shares in the Offer and (ii) vote against and~~ not ~~consent~~purport to ~~any~~be complete ~~competing~~and ~~acquisition~~are ~~proposal,~~qualified ~~any~~in ~~extraordinary~~their ~~transaction~~entirety ~~involving the Company other than the Merger, or any corporate action that would frustrate, prevent or delay the transaction contemplated~~ by ~~the~~reference ~~Merger Agreement. The Company stockholders party~~ to the ~~Tender~~full ~~and~~text ~~Support Agreements have also agreed not to withdraw tendered Shares unless Parent terminates the Offer in accordance with the terms~~ of the ~~Merger~~Hammers ~~Agreement,~~Separation ~~or the Tender and Support~~ Agreement ~~has been terminated in accordance with its terms. The Tender~~ and ~~Support Agreements provide that, in~~ the ~~event~~Reynolds ofSeparation ~~a change in the recommendation of the Company Board or the termination of the Merger~~ Agreement ~~in certain circumstances related to~~, ~~the~~copies ~~entry into an agreement for a superior proposal, the number Shares covered by the Tender and Support Agreement will be reduced so that the Shares released from the obligations~~ of ~~the~~which ~~Tender~~are ~~and~~filed ~~Support~~hereto ~~Agreements,~~as ~~together~~Exhibits ~~with~~10.1 ~~a majority of the Shares held persons not party to a Tender~~ and ~~Support Agreement, will represent a majority of the Shares~~10. In event of the termination of the Merger Agreement under certain specified circumstances related to a change in the recommendation of the Company Board or the entry into an agreement for a superior proposal2, ~~the obligations under each Tender and Support Agreement will~~respectively, ~~subject to the provisions related to the reduction in number of Shares subject to that Tender~~ and ~~Support~~incorporated ~~Agreement,~~herein by ~~survive for a period of six months following such termination~~reference.

~~Also~~Pursuant into ~~connection with, and concurrently with~~ the ~~execution of, the~~ Merger Agreement, ~~certain~~at ~~stockholders of~~ the ~~Company~~effective ~~have~~time ~~executed~~of ~~restrictive~~the ~~covenant agreements with Parent and~~ Merger ~~Sub. These agreements include~~, ~~among~~Michael ~~other~~Frazzette ~~things,~~and Walter ~~covenants~~Stothers ~~regarding~~became ~~(i)~~the ~~non-solicitation~~directors of ~~a specified group of~~ the Company~~’s senior management and (ii) confidentiality~~.

~~The~~In ~~foregoing~~addition, ~~summary~~pursuant ofto the ~~Tender~~Merger ~~and~~Agreement, ~~Support~~effective ~~Agreements~~as ~~and~~of the ~~transactions~~effective ~~contemplated~~time ~~thereby~~of the ~~do not purport to be complete and are subject to~~Merger, ~~and~~Michael ~~qualified~~Frazzette inbecame ~~their~~the ~~entirety~~President byof the ~~Tender and Support Agreements~~Company, ~~attached hereto as Exhibit 99.1~~ and ~~Exhibit~~Walter ~~99.2,~~Stothers ~~which~~became ~~are~~the ~~incorporated~~Secretary ~~herein~~of bythe ~~reference~~Company.

~~Item~~Information regarding ~~5.03. Amendments~~the new directors and officers has been previously disclosed in Schedule I of the Offer to ~~Articles~~Purchase as filed with the Tender Offer Statement on Schedule TO of ~~Incorporation~~Purchaser orand ~~Bylaws;~~Parent, ~~Change~~originally infiled ~~Fiscal~~with ~~Year~~the SEC on March 26, 2018 (as amended and supplemented from time to time, the “Schedule TO”), which information is incorporated herein by reference.

OnItem ~~March~~5.03. ~~11,~~Amendments ~~2018, the Company Board adopted an amendment~~ to ~~the~~Articles Company’s Amended and Restated By-laws (the “Amendment”), which took effect upon adoption by the Company Board. The Amendment provides that the exclusive forum for all internal corporate claims will be the Court of ~~Chancery~~Incorporation ofor ~~the~~Bylaws; ~~State~~Change ~~of Delaware, or,~~ in ~~the~~Fiscal ~~event that the Court of Chancery does not have jurisdiction, the U~~Year.~~S. District Court for the District of Delaware shall be the sole and exclusive forum for such internal claims.~~

~~The~~Pursuant ~~foregoing~~to ~~summary~~the isterms ~~subject~~of tothe Merger Agreement, at the effective time of the Merger, the Company’s Amended and ~~qualified~~Restated Certificate of Incorporation and Amended and Restated By-Laws, as in ~~its~~effect ~~entirety~~immediately prior to the ~~Amendment~~effective time of the Merger, were amended and restated in their entirety. Copies of the Company’s amended and restated certificate of incorporation and amended and restated by-laws are attached ~~hereto~~as exhibits to the Merger Agreement previously filed as Exhibit 32.1 ~~and~~to ~~incorporated~~the ~~herein~~Current Report on Form 8-K filed by ~~reference~~the Company with the SEC on March 12, 2018.

Item 8.01. Other Events.

On ~~March 12~~April 21, 2018, ~~the~~Laborie ~~Company~~ issued a press release announcing ~~its~~the ~~entry~~expiration ~~into~~and ~~the~~results ~~Merger~~of ~~Agreement~~the Offer. A ~~copy~~The full text of the press release is attached ~~hereto~~ as Exhibit 99.~~3. On~~1 ~~March 12,~~hereto ~~2018, the Company’s President~~ and ~~Chief~~Exhibit ~~Executive~~(a)(5)(iii) ~~Officer sent an email communication~~ to ~~all~~Amendment ~~of the Company’s employees regarding the entry into the Merger Agreement~~No. A 1 ~~copy~~to of the ~~email~~Schedule ~~communication is attached hereto as Exhibit 99~~TO.4.

~~Cautionary~~On ~~Statement~~April 23, ~~Regarding~~2018, ~~Forward-Looking~~Laborie and ~~Statements~~the Company issued a press release announcing the completion of the Merger. The full text of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

~~This~~Item ~~Current Report on Form 8-K contains forward-looking statements related to the Company, including statements about the proposed acquisition of the Company by Parent~~9. ~~Statements in this Current Report on Form 8-K that are not historical or current facts are forward-looking statements~~01. ~~All~~ ~~forward-looking~~Financial ~~statements~~Statements ~~in this Current Report on Form 8-K are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance~~ and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statementsExhibits. These forward-looking statements include, but are not limited to: statements regarding the planned completion of the Offer and the Merger; statements regarding the anticipated timing of filings and approvals relating to the Offer and the Merger; statements regarding the expected timing of the completion of the Offer and the Merger; statements regarding the ability to complete the Offer and the Merger considering the various closing conditions; and projected financial information. The Company’s actual future results may differ materially from the Company’s current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of the Company stockholders tendering their Shares into the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; the risk that potential stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of the Company, including the risks and uncertainties detailed under “Risk Factors” and elsewhere in the Company’s public periodic filings with the SEC, as well as the tender offer materials filed by Parent in connection with the Offer.

~~Accordingly,~~(d) ~~no assurances can be given as to whether the Offer and the Merger will be completed or if any of the other events anticipated by the forward-looking statements will occur or what impact they will have~~Exhibits. ~~Forward-looking~~ statements speak only as of the date hereof and you are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.

Additional Information and Where to Find It


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc. and Cogentix Medical, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. with the SEC on March 12, 2018).

3.1		Amended and Restated Certificate of Incorporation of Cogentix Medical, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. with the SEC on March 12, 2018).

3.2		Amended and Restated Bylaws of Cogentix Medical, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. with the SEC on March 12, 2018).

10.1		Separation and Release of Claims Agreement, dated April 24, 2018, by and among Darin Hammers, Cogentix Medical, Inc. and Laborie Medical Technologies, Corp.

10.2		Separation and Release of Claims Agreement, dated April 23, 2018, by and among Brett Reynolds, Cogentix Medical, Inc. and Laborie Medical Technologies, Corp.

99.1		Press Release issued by Laborie Medical Technologies Canada ULC, dated April 21, 2018 (incorporated herein by reference to Exhibit (a)(5)(iii) to Amendment No. 1 to the Schedule TO of Camden Merger Sub, Inc. and LM US Parent, Inc. filed with the SEC on April 23, 2018).

99.2		Press Release issued by Laborie Medical Technologies Canada ULC and Cogentix Medical, Inc., dated April 23, 2018.

~~The~~SIGNATURES Offer described in this Current Report on Form 8-K, the press release attached as Exhibit 99.3 to this Current Report on Form 8-K and the email communication attached as Exhibit 99.4 to this Current Report on Form 8-K has not yet commenced. Neither this Current Report on Form 8-K nor the information incorporated herein by reference is an offer to purchase or a solicitation of an offer to sell any Shares or any other securities of the Company. On the commencement date of the Offer, Parent and Merger Sub, will file a tender offer statement on Schedule TO (“Schedule TO”), including an offer to purchase, a letter of transmittal and related documents, with the SEC. At or around the same time, the Company will file a statement on Schedule 14D-9 (“Schedule 14D-9”) with the SEC. Investors and security holders are urged to read, carefully and in their entirety, both the Schedule TO and the Schedule 14D-9 regarding the Offer, as each may be amended from time to time, and any other documents relating to the Offer that are filed with the SEC, when they become available because they will contain important information relevant to making any decision regarding tendering Shares. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) at the Cogentix Medical, Inc. website at www.cogentixmedical.com. References to the Company’s corporate website address in this Current Report on Form 8-K are intended to be inactive textual references only, and none of the information contained on the Company’s website is part of this report or incorporated in this report by reference.

~~Item~~Pursuant ~~9.01. Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc. and Cogentix Medical, Inc.
3.1		Amendment to Amended and Restated By-laws of Cogentix Medical, Inc.
99.1		Tender and Support Agreement, dated March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc. and Lewis C. Pell
99.2		Tender and Support Agreement, dated March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc. and Accelmed Growth Partners, L.P.
99.3		Press Release issued by Cogentix Medical, Inc., dated March 12, 2018
99.4		Email communication to employees of Cogentix Medical, Inc., dated March 12, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	COGENTIX MEDICAL, INC.
Date: March 12, 2018	By:	/s/ Brett Reynolds
	Name:	Brett Reynolds
	Title:	Sr. Vice President, Chief Financial Officer and Corporate Secretary

COGENTIX MEDICAL, INC.

Date: April 24, 2018

/s/ Michael Frazzette

Michael Frazzette

Chief Executive Officer

Filing Compare · COGENTIX MEDICAL INC /DE/