UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): September 10,~~1934 ~~2018~~

Date of Report (Date of earliest event reported): October 23, 2018

Invuity, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37417		04-3803169
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS ~~Employer~~EmployerIdentification ~~Identification~~ Number)

444 De Haro Street

San Francisco, CA 94107

(Address of principal executive offices, including zip code)

(650) 655-2100

(Registrant’s telephone number, including area code)

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:

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

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

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

o ☐ 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) of Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

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. ☒ x

Item 1.~~01.~~02 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

As previously disclosed, Invuity, Inc., a Delaware corporation (“Invuity”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 10, 2018, with Stryker Corporation, a Michigan corporation (“Stryker”), Accipiter Corp., a Delaware corporation and a wholly-owned subsidiary of Stryker (“Purchaser”).

OnIn ~~September 10,~~connection ~~2018, Invuity, Inc.,~~with ~~a Delaware corporation (~~the ~~“Company”),~~completion ~~entered into an Agreement and Plan~~ of ~~Merger (~~the “Merger ~~Agreement”)~~(as bydefined ~~and among the Company~~below), ~~Stryker~~on ~~Corporation~~October 23, ~~a Michigan corporation (“Parent”)~~2018, ~~and~~all ~~Accipiter~~amounts ~~Corp.,~~due ~~a Delaware corporation~~ and aowing ~~wholly owned subsidiary of Parent~~ under (~~“Merger Sub”~~i)~~. Pursuant~~ that tocertain ~~the~~Credit ~~Merger Agreement,~~ and ~~upon~~Security ~~the~~Agreement ~~terms and subject to the conditions thereof, Merger Sub will, and Parent will cause Merger Sub to, commence a tender offer~~ (~~the~~Revolving ~~“Offer”~~Loan) ~~no later than the tenth~~ (~~10th) business day following~~ the ~~date~~“Revolving ofLoan ~~the~~Credit ~~Merger~~ Agreement”), todated ~~purchase~~as ~~each issued and outstanding share~~ of ~~common stock~~March 10, ~~par value $0.001 per share~~2017, ofas ~~the Company (the “Company Common Stock”) at a price of $7.40 per share in cash~~amended, ~~without~~by ~~interest thereon~~ and ~~subject~~among ~~to applicable tax withholdings (the “Offer Price”). Promptly following the completion of the Offer~~Invuity, ~~upon~~ the ~~terms~~various ~~and~~financial ~~subject~~institutions toparty ~~the~~thereto ~~conditions of the Merger Agreement, Merger Sub will be merged with~~ and ~~into~~MidCap Funding ~~the~~IV ~~Company~~Trust, ~~with the Company being the surviving corporation as~~ a ~~wholly~~Delaware ~~owned~~statutory ~~subsidiary~~trust, ofand ~~Parent~~ (~~the “Merger”~~ii)~~. The Merger Agreement contemplates~~ that, ifcertain ~~the~~Credit ~~Offer~~and isSecurity ~~completed,~~Agreement ~~the~~(Term ~~Merger~~Loan) ~~will be effected pursuant to Section 251~~(~~h) of~~together with the ~~Delaware~~Revolving ~~General~~Loan ~~Corporation~~Credit ~~Law~~Agreement, (the “~~DGCL~~Credit Agreements”), ~~which~~dated ~~permits~~as ~~completion~~ of ~~the~~March 10, ~~Merger~~2017, ~~without~~as aamended, by ~~vote~~and ofamong Invuity, the ~~holders~~various offinancial ~~Company~~institutions ~~Common~~party ~~Stock~~thereto ~~upon~~and ~~the~~MidCap ~~acquisition~~Financial byTrust, ~~Merger Sub of~~ a ~~majority~~Delaware ofstatutory ~~the~~trust, ~~aggregate~~were ~~voting~~paid ~~power~~and of the ~~Company~~Credit ~~Common~~Agreements ~~Stock~~were ~~then issued and outstanding~~terminated. At ~~the~~The ~~effective~~material ~~time~~terms of the ~~Merger,~~Credit ~~each~~Agreements ~~then-outstanding~~are ~~share~~described ofin ~~Company Common Stock, other than shares of Company Common Stock held by~~ the section ~~Company,~~entitled ~~Parent~~“Item or1. ~~Merger~~Financial ~~Sub~~Statements—Notes orto ~~owned~~Condensed byFinancial ~~stockholders~~Statements—Debt” ~~who~~in ~~have~~Invuity’s ~~validly~~Quarterly ~~exercised~~Report ~~their~~on ~~appraisal~~Form ~~rights~~10-Q ~~under~~filed ~~the~~on ~~DGCL~~August 3, ~~will be cancelled and converted into the right to receive the Offer Price~~2018, ~~on the terms~~ and ~~subject~~are incorporated toby ~~the~~reference ~~conditions~~into ~~set~~this ~~forth~~Item ~~in the Merger Agreement~~1.02.

~~The~~Item ~~Merger~~2.01 ~~Agreement~~Completion ~~and the consummation~~ of ~~the~~Acquisition ~~transactions~~or ~~contemplated~~Disposition ~~thereby have been approved by the board~~ of directors of the Company (the “Board”), and the Board has resolved to recommend to the stockholders of the Company to accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the OfferAssets.

~~Under~~Pursuant ~~the~~to ~~terms of~~ the Merger Agreement, aton ~~least~~ September 24, ~~hours~~2018, ~~prior~~Purchaser tocommenced ~~the~~a ~~effective~~tender ~~time~~offer of (the ~~Merger, each Company stock option (~~“~~Company Stock Option~~Offer”) ~~that is outstanding at such time will vest with respect~~ to ~~time-based~~purchase ~~vesting~~all ~~in full and with respect to performance-based vesting assuming performance metrics are achieved at target, to the extent not already vested. At the effective time~~ of the issued ~~Merger, each then-outstanding Company Option will be canceled~~ and ~~will immediately cease to be~~ outstanding, ~~with the holder of such Company Stock Option becoming entitled to receive an amount in cash equal to (i) the number of~~ shares of ~~Company~~common ~~Common~~stock, ~~Stock~~$0.001 ~~subject~~par tovalue ~~such Company Stock Option multiplied by (ii) the excess (if any) of the Offer Price over the~~ per share ~~exercise price applicable to the Company Stock Option. Under the terms of the Merger Agreement~~, ~~at the effective time~~ of ~~the~~Invuity ~~Merger, each Company restricted stock unit~~ (~~“Company~~the ~~RSU~~“Shares”), ~~that~~for ~~is unvested and outstanding immediately prior to the completion of the Offer will vest in full to the extent not already vested~~$7. At40 ~~the~~per ~~effective~~Share ~~time of the Merger, each then-outstanding Company RSU will be canceled, with the holder of such Company RSU becoming entitled to receive an amount~~ in cash ~~equal to the Offer Price. Payments~~, ifwithout ~~any~~interest, ~~with respect to the Company Stock Options~~ and ~~Company~~subject ~~RSUs~~ to beany ~~net~~required withholding of ~~applicable~~ taxes ~~withheld in accordance with~~ (the ~~Merger~~“Offer ~~Agreement and without interest~~Price”).

~~Under~~The ~~the~~Offer ~~terms~~and ofwithdrawal ~~the~~rights ~~Merger~~expired ~~Agreement,~~at ~~Merger~~12:00 ~~Sub’s~~midnight ~~obligation~~Eastern toTime ~~accept~~at ~~and~~the ~~pay~~end ~~for shares~~ of ~~Company~~the ~~Common~~day ~~Stock~~on ~~that~~October 22, ~~are~~2018 ~~tendered in~~ (the ~~Offer~~“Expiration Date”). isComputershare ~~subject~~Trust ~~to customary conditions~~Company, ~~including~~N.A., ~~among~~in ~~others,~~its ~~(i) that,~~capacity ~~immediately~~as ~~prior~~depositary toand ~~the~~paying ~~expiration~~agent offor the Offer, ~~there~~indicated ~~have~~that ~~been validly tendered and not validly withdrawn~~ a ~~number~~total of ~~shares~~19,701,279 ofShares ~~Company~~were ~~Common~~validly ~~Stock~~tendered ~~that,~~and ~~upon~~not ~~the~~properly ~~consummation~~withdrawn ofpursuant to the Offer, ~~together~~as ~~with shares~~ of the ~~Company Common Stock then owned by Parent and Merger Sub (if any)~~Expiration Date, ~~would~~representing ~~represent~~approximately at81.67% ~~least a majority~~ of the ~~then~~ outstanding ~~shares~~Shares. The number of ~~Company~~Shares ~~Common~~tendered ~~Stock;~~satisfied ~~(ii)~~ the ~~expiration~~condition ~~or termination~~ of the ~~required~~Offer ~~waiting~~that ~~period~~there ~~under~~be ~~the~~validly ~~Hart-Scott-Rodino~~tendered ~~Antitrust~~and ~~Improvements~~not ~~Act~~properly ofwithdrawn ~~1976,~~prior asto ~~amended; (iii)~~ the ~~absence~~Expiration ofDate ~~legal~~such ~~restraints~~number onof ~~Merger~~Shares ~~Sub’s~~that, when ~~ability~~added to ~~accept~~the ~~and~~Shares ~~pay~~already ~~for~~owned ~~shares~~by ofStryker ~~Company~~or ~~Common~~Purchaser ~~Stock~~or ~~tendered~~any inother ~~the~~wholly-owned ~~Offer;~~subsidiary ~~and (vi) the absence~~ of ~~any changes that have had~~Stryker, orconstitutes ~~would~~a ~~reasonably~~majority beof ~~expected~~the tothen ~~have,~~outstanding aShares. ~~material~~All ~~adverse~~other ~~effect~~conditions onof the ~~Company’s~~Offer ~~business~~having been satisfied, ~~financial~~on ~~condition~~October 23, ~~assets~~2018, Purchaser ~~liabilities~~accepted orfor ~~results~~payment ofand ~~operations~~will ofpromptly ~~the~~pay ~~Company.~~for ~~The~~all ~~transaction~~Shares isvalidly tendered and not ~~subject~~properly towithdrawn ~~any~~pursuant ~~financing~~to ~~condition~~the Offer.

2On October 23, 2018, Stryker completed its acquisition of Invuity pursuant to the terms of the Merger Agreement. On such date, Purchaser merged with and into Invuity (the “Merger”), without a vote of the stockholders of Invuity in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), with Invuity continuing as the surviving corporation and a wholly-owned subsidiary of Stryker. As of the effective time of the Merger (the “Effective Time”), by virtue of the Merger, each issued and outstanding Share (other than Shares (i) owned by Invuity as treasury stock or owned by Stryker or Purchaser, which Shares were automatically cancelled and retired and ceased to exist, or (ii) held by any person who was entitled to and has properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) was converted into the right to receive an amount equal to the Offer Price, payable to the holder thereof in cash, without interest. As a result of the Merger, Invuity will cease to be a publicly traded company on the Nasdaq Stock Market (“Nasdaq”), and Invuity intends to take steps to cause the termination of the registration of the Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend all of Invuity’s reporting obligations under the Exchange Act as promptly as practicable.

The ~~Merger~~aggregate ~~Agreement~~cash ~~contains~~consideration ~~representations,~~to ~~warranties~~be ~~and~~paid ~~covenants~~in ofthe ~~Parent,~~Offer ~~Merger Sub~~ and the ~~Company~~Merger ~~that~~is ~~are~~approximately ~~customary~~$228.0 million ~~for~~(including apayments ~~transaction~~for ~~of this nature~~options, restricted ~~including~~stock ~~among~~units ~~others, covenants regarding public disclosures~~ and ~~the~~all ~~use~~outstanding ~~of reasonable best efforts to cause the conditions to the transaction to be satisfied. In addition~~principal, ~~the~~interest ~~Company has agreed to conduct the business of the Company in the ordinary course of business~~ and inother aamounts ~~manner~~due ~~consistent~~under ~~with past practice until~~ the ~~effective~~Credit ~~time of the Merger or the date that the Merger Agreement is terminated in accordance with its terms~~Agreements).

~~Under~~The ~~the~~foregoing descriptions ~~terms~~ of the ~~Merger Agreement~~Offer, ~~during~~ the ~~pendency~~Merger ofand the Merger, ~~the~~Agreement Company is not permitted to solicit, initiate, knowingly encourage or facilitate any alternative transaction proposals from third parties (an “Alternative Transaction Proposal”), enter into any agreement providing for an Alternative Transaction Proposal or to participate in ~~any~~this ~~discussions~~Item ~~or negotiations with third parties with respect to any Alternative Transaction Proposals~~2.01 ~~Notwithstanding~~do ~~this~~not ~~limitation,~~purport ~~prior~~ to ~~the~~be ~~completion~~complete ofand ~~the~~are ~~Offer,~~ subject to ~~customary limitations~~ and ~~conditions,~~qualified ~~the Company may provide information to and participate~~ in ~~discussions~~their orentirety ~~negotiations~~by ~~with~~reference ~~any third party from whom the Company receives an unsolicited Alternative Transaction Proposal that the Board determines in good faith is or could reasonably be expected~~ to ~~lead to a “Superior Proposal” (as defined in~~ the ~~Merger~~full ~~Agreement). In~~text ~~addition, under the terms~~ of the Merger Agreement, ~~prior~~a tocopy ~~the expiration~~ of ~~the~~which ~~Offer~~was ~~and~~filed ~~subject~~as Exhibit 2.1 to ~~customary~~Invuity’s ~~limitations~~Current ~~and~~Report ~~conditions,~~on ~~the~~Form ~~Company~~8-K, ~~may~~filed ~~terminate~~with the ~~Merger~~Securities ~~Agreement~~and toExchange ~~accept~~Commission an(the ~~Alternative Transaction Proposal that constitutes a~~ “~~Superior Proposal~~SEC”) ~~provided~~on ~~that~~September 11, ~~after~~2018, ~~giving~~and ~~effect~~is toincorporated ~~all~~herein ~~of the modifications that may be offered~~ by ~~Parent in accordance with the Merger Agreement, the Board determines in good faith that such Alternative Transaction Proposal continues to constitute a “Superior Proposal~~reference.”.

The ~~Merger~~information ~~Agreement~~set ~~includes~~forth ~~customary~~in ~~termination~~Items ~~provisions~~3.03, ~~for~~5.01 ~~both Parent~~ and ~~the~~5.03 ~~Company, and provides that, in connection with the termination~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report ~~under~~on ~~certain~~Form ~~circumstances,~~8-K ~~including~~is ~~the~~incorporated ~~Company~~by ~~accepting~~reference ~~an Alternative Transaction Proposal as described in the prior paragraph or making a stockholder recommendation adverse to tendering~~ into ~~the~~this ~~Offer,~~Item ~~the Company will pay Parent a termination fee of $5~~2.~~9 million in cash~~01.

~~The~~Item ~~foregoing~~3.01 ~~description~~Notice of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~does not purport~~ to beSatisfy ~~complete and is qualified in its entirety by the full text of the Merger Agreement,~~ a ~~copy~~Continuing ofListing ~~which~~Rule is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Parent, Merger Sub or ~~the~~Standard; ~~Company. In~~Transfer particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a confidential disclosure letter provided by the Company to Parent in connection with the signing of ~~the Merger Agreement or in filings of the parties with the SEC~~Listing. This confidential disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purposes of allocating risk between Parent and the Company rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterization of the actual state of facts about Parent, Merger Sub or the Company.

~~Tender~~Before ~~Agreement~~the market opened on October 23, 2018, in connection with the consummation of the Offer and the Merger, Invuity (i) notified Nasdaq of the consummation of the Merger, (ii) requested that the trading of Shares on Nasdaq be halted prior to market open on October 23, 2018, and suspended prior to market open on October 24, 2018, and (iii) requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Exchange Act. Invuity intends to file with the SEC a Certification and Notice of Termination on Form 15 requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and that Invuity’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

~~Concurrently~~Item ~~with~~3.03. ~~the~~Material ~~execution~~Modification of the Merger Agreement, each director and executive officer of the Company, and certain stockholders affiliated with such directors and officers (collectively, the “Stockholders”), entered into Tender Agreements (the “Tender Agreements”) with Parent and Merger Sub, pursuant to ~~which~~Rights ~~the Stockholders agreed, among other things, and subject to the terms and conditions~~ of ~~the~~Security Tender Agreements, (i) not to sell or dispose of securities of the Company except to participate in the offer and (ii) to tender all of their shares of Company Common Stock in the Offer no later than five business days following the commencement of the OfferHolders. ~~The Tender Agreements terminate upon the termination of the Merger Agreement in accordance with its terms.~~

The ~~foregoing~~information ~~description~~set offorth ~~the~~in ~~Tender~~Item ~~Agreements~~2.01, ~~does~~3.01, ~~not~~5.01 ~~purport to be complete~~ and is5.03 ~~qualified in its entirety by the full text~~ of ~~the~~this ~~form~~Current ofReport ~~the~~on ~~Tender~~Form ~~Agreement,~~8-K ~~a copy of which~~ is ~~filed as Exhibit 99.1 hereto and is~~ incorporated by reference ~~herein~~into this Item 3.03.

Item 5.~~03.~~01 ~~Amendments to Articles of Incorporation or Bylaws;~~ Change in ~~Fiscal~~Control ~~Year~~of Registrant.

OnAt ~~September 10, 2018,~~ the ~~Board~~Effective ~~approved~~Time, anPurchaser ~~amendment~~merged towith ~~the~~and ~~bylaws~~into ofInvuity, ~~the~~with ~~Company~~Invuity (continuing as ~~amended,~~ the ~~“Bylaws”)~~surviving tocorporation ~~explicitly~~and ~~provide~~a ~~that,~~wholly ~~unless~~owned subsidiary ~~otherwise~~of ~~consented~~Stryker. toAs bya ~~the Company~~result, ~~the~~a ~~sole~~change ~~and~~of ~~exclusive~~control ~~forum~~of ~~for~~Invuity ~~(i) any~~occurred. ~~derivative~~Stryker ~~action~~provided orPurchaser ~~proceeding~~with ~~brought~~the onnecessary ~~behalf~~funds ofto fund the ~~Company,~~Offer ~~(ii) any~~and ~~action~~the ~~asserting~~Merger athrough ~~claim~~available ofcash ~~breach~~on ofhand. aThe ~~fiduciary~~information ~~duty~~contained ~~owed~~in byItem ~~any~~2.01and ~~director~~Item or5.03 ~~officer~~of this orCurrent ~~other~~Report ~~employee~~on ofForm ~~the~~8-K ~~Company~~is toincorporated ~~the~~by ~~Company~~reference orinto ~~the~~this ~~Company’s~~Item ~~stockholders,~~5.01. ~~(iii) any action~~

3Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~asserting~~In aconnection ~~claim~~with ~~against~~ the ~~Company~~Merger orand ~~any~~as ~~director~~contemplated orby ~~officer~~the orMerger Agreement, ~~other~~upon ~~employee of~~ the ~~Company~~consummation ~~arising pursuant to any provision~~ of the ~~DGCL~~Merger, or the ~~Company’s~~directors ~~certificate~~ of ~~incorporation or bylaws (in each case~~Purchaser, asWilliam ~~may~~E. beBerry ~~amended~~Jr. ~~from~~and ~~time~~Spencer toS. ~~time)~~Stiles, ~~(iv) any~~became ~~action to interpret, apply, enforce or determine~~ the ~~validity~~only ofdirectors ~~the Company’s certificate~~ of ~~incorporation~~Invuity. orIn ~~bylaws~~connection ~~(in~~therewith, each ~~case, as may be amended from time to time) or (v) any action asserting a claim against the Company or any director or officer or other employee~~ of ~~the~~William ~~Company~~Burke, ~~governed~~Scott byFlora, ~~the~~Randall ~~internal~~Lipps, ~~affairs~~Gregory ~~doctrine (each~~Lucier, Eric aRoberts ~~“Covered~~and ~~Action”)~~Daniel ~~shall~~Wolterman betendered ~~the~~their ~~Court~~respective ofresignations ~~Chancery~~as ofdirectors ~~the~~from ~~State of Delaware or, if~~ the ~~Court~~board of ~~Chancery~~directors of ~~the~~Invuity ~~State~~and offrom ~~Delaware~~all ~~does~~committees ~~not~~of ~~have jurisdiction,~~ the ~~Superior~~board ~~Court~~ of ~~the~~directors ~~State~~ of ~~Delaware~~Invuity ~~or,~~on ifwhich nosuch ~~state~~directors ~~court located within the State of Delaware has jurisdiction~~served, ~~the~~effective ~~federal~~as ~~district court for the District~~ of ~~Delaware (such courts, collectively,~~ the ~~“Delaware Courts”)~~Effective Time.

~~The~~On ~~Board~~October 23, ~~further amended the Bylaws to provide that~~2018, ~~if any Covered Action is filed in a court other than~~ the ~~Delaware~~board ~~Courts~~of (adirectors ~~“Foreign Action”) in the name~~ of ~~any~~Invuity ~~stockholder,~~appointed ~~such stockholder shall be deemed to have consented to (i)~~ the ~~personal~~following ~~jurisdiction~~individuals ~~of the Delaware Courts in connection with any action brought in any such courts~~ to ~~enforce~~ the ~~forum~~offices ~~selection~~set ~~Bylaw~~forth ~~described~~opposite their inname ~~the~~below: prior paragraph (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

~~The~~Dylan ~~Bylaws~~B. ~~were~~Crotty ~~effective~~Jeanne ~~upon~~M. ~~adoption~~Blondia byPresident ~~the~~of ~~Board.~~Commercial ~~The~~Operations ~~full~~Vice ~~text~~President ofand ~~the~~Treasurer ~~amendment~~Dean isH. ~~filed~~Bergy asVice ~~Exhibit 3.1~~President ~~hereto~~ and isSecretary ~~incorporated~~Jason ~~herein~~Beach byVice ~~reference~~President David G. Furgason Vice President, Tax

The information set forth in Item 82.01. ~~Other~~of ~~Events~~this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

OnItem ~~September 11, 2018, the Company issued a press release announcing the entry into the Merger Agreement~~5.03 AAmendments ~~copy~~to Articles of ~~the~~Incorporation ~~press~~or ~~release~~Bylaws; isChange ~~filed~~in asFiscal ~~Exhibit 99~~Year.~~2 hereto and is incorporated herein by reference.~~

~~Item~~As 9described in the Merger Agreement, at the Effective Time, the amended and restated certificate of incorporation and amended and restated bylaws of Invuity were amended and restated.01 Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached hereto as Exhibit 3.1 ~~Financial~~and ~~Statements~~Exhibit 3.2, respectively, and ~~Exhibits~~are incorporated herein by reference.

~~(d)~~ Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated September 10, 2018, by and among Stryker Corporation, Accipiter Corp. and Invuity, Inc. *
3.1		Amendment to Amended and Restated Bylaws of Invuity, Inc., dated September 10, 2018
99.1		Form of Tender Agreement
99.2		Press release of Invuity, Inc., dated September 11, 2018

(d) Exhibits

* The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated September 10, 2018, by and among Stryker Corporation, Accipiter Corp. and Invuity, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Invuity, Inc. on September 11, 2018)*

3.1		Amended and Restated Certificate of Incorporation of Invuity, Inc.

3.2		Amended and Restated Bylaws of Invuity, Inc.

~~Forward~~* The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-~~Looking~~K. ~~Statements~~The Company will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

~~This~~SIGNATURES document contains forward-looking statements regarding, among other things, statements related to expectations, goals, plans, objectives and future events. In some cases, forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “outlook,” “guidance” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include such factors as: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or delay the closing of the transaction, (2) uncertainties as to how many shares of Company Common Stock will be tendered in the Offer, (3) the possibility that various closing conditions of the Offer or the Merger may not be satisfied or waived, (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction and (5) the effect of the announcement or completion of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally. Additional risks are described in the Company’s periodic filings with the Securities and

4Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Exchange Commission~~INVUITY, ~~including~~INC. ~~under~~By: ~~the heading “Risk Factors” in the Company’~~/s/ ~~annual~~Scott ~~report~~Flora onName: ~~Form 10-K~~Scott ~~for~~Flora ~~the~~Title: ~~year~~Interim ~~ended~~President ~~December 31, 2017~~ and ~~subsequent~~Chief ~~reports~~Executive on Form 10-Q. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. The Company does not undertake any obligation to release any revisions to these forward-looking statements publicly to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.Officer

~~Additional~~Date: ~~Information~~October 23, ~~and~~2018 ~~Where to Find It~~

The tender offer for the outstanding shares of the Company referenced in this document has not yet commenced. This document is for informational purposes only and is not an offer to purchase, a solicitation of an offer to sell, or a recommendation to sell shares of the Company, nor is it a substitute for the tender offer materials that Parent and Merger Sub will file with the Securities and Exchange Commission (“SEC”). At the time the Offer is commenced, Parent and Merger Sub will file tender offer materials on Schedule TO, and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9, with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF THE COMPANY COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Company Common Stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies of the tender offer materials may be obtained for free by contacting the Company at 444 De Haro St., San Francisco, CA 94107, Attention: Investor Relations or the investor relations department of Parent at katherine.owen@stryker.com. In addition to the Offer to Purchase, the related Letter of Transmittal and other tender offer documents, as well as the Solicitation/Recommendation Statement, Parent and the Company file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Stryker Corporation or Invuity, Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Parent’s and the Company’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov.

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated September 10, 2018, by and among Stryker Corporation, Accipiter Corp. and Invuity, Inc. *
3.1		Amendment to Amended and Restated Bylaws of Invuity, Inc., dated September 10, 2018
99.1		Form of Tender Agreement
99.2		Press release of Invuity, Inc., dated September 11, 2018

SIGNATURES

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

INVUITY, INC. By: /s/ Scott Flora Scott Flora Interim President and Chief Executive Officer

Date: September 11, 2018

Filing Compare · Invuity, Inc.