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): June 9, 2023~~1934

~~__________________________________________~~Date of Report (Date of earliest event reported): August 2, 2023

NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

__________________________________________

Delaware

000-50744

33-0768598

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Delaware			000-50744			33-0768598
(State or Other Jurisdictionof Incorporation)			(Commission File Number)			(I.R.S. EmployerIdentification Number)

12101 Airport Way, Broomfield, Colorado 80021

(Address of principal executive offices) (Zip Code)

(800) 455-1476

(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))

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	~~Trading Symbol(s)~~	Name of each exchange on which registered		~~Name of each exchange on which registered~~
Common Stock, par value $0.001 per share		NUVA	~~NUVA~~	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)		~~The NASDAQ Stock Market LLC(NASDAQ Global Select Market)~~

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 12b-2 of the Securities Exchange Act of 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 5 2.~~07 Submission~~02 Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~June 9~~August 2, 2023, NuVasive, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~Annual~~press ~~Meeting~~release ofannouncing ~~Stockholders~~its ~~(the~~financial ~~“Annual~~results ~~Meeting”). The Company’s definitive proxy statement~~ for the ~~Annual~~quarter ~~Meeting~~ended ~~was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8~~June 30, 2023. ~~(the~~A ~~“Proxy~~copy ~~Statement”) and describes in detail each~~ of ~~the~~this ~~four~~press ~~proposed~~release ~~voting~~is ~~matters~~furnished ~~(the~~as ~~“Proposals”)~~Exhibit ~~submitted to the Company’s stockholders at the Annual Meeting~~99.1 ~~The final results for the votes cast with respect~~ to ~~each~~this ~~Proposal~~Current ~~are set forth below~~Report.

AsItem ~~of April 25, 2023, the record date of the Annual Meeting, there were 52,348,998 outstanding shares of the Company’s common stock~~7.01 AtRegulation ~~the~~FD ~~Annual Meeting, a quorum of 46,950,651 shares of the Company’s common stock were represented in person or by proxy~~Disclosure.

~~Proposal~~During 1:a ~~The~~conference ~~stockholders~~call ~~elected~~scheduled ~~each~~to ofbe J.held ~~Christopher~~at ~~Barry,~~1:30 ~~Leslie V~~p. ~~Norwalk, Esq~~m., ~~and~~Pacific ~~Amy~~Time ~~Belt~~on ~~Raimundo~~August 2, as2023, athe ~~Class~~Company’s IChief ~~director~~Executive toOfficer ~~hold~~and ~~office~~Chief ~~until~~Financial ~~the~~Officer ~~2026~~will ~~Annual~~discuss ~~Meeting~~the ofCompany’s ~~Stockholders,~~results ~~and~~for inthe ~~each~~quarter ~~case~~ended ~~until~~June 30, ~~their~~2023 ~~respective~~and ~~successors~~the ~~are~~Company’s ~~duly~~outlook ~~elected~~for ~~and~~the ~~qualified,~~year byending ~~the~~December 31, ~~following~~2023. ~~votes:~~

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
J. Christopher Barry	44,341,423	260,844	20,156	2,328,228
Leslie V. Norwalk, Esq.	39,862,974	4,744,105	15,344	2,328,228
Amy Belt Raimundo	41,093,099	3,514,094	15,230	2,328,228

The information contained in this Current Report and the Exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Proposal~~Item 2:9.01 ~~The~~Financial ~~stockholders~~Statements ~~ratified~~and ~~the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the following votes:~~Exhibits.

Votes For			Votes Against			Abstentions
46,179,618			756,018			15,015

(d)

Exhibits.

Proposal 3: The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022, as disclosed in the Company’s Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, by the following votes:


Exhibit No.		Description

99.1		Press Release issued by NuVasive, Inc. on August 2, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Votes For			Votes Against			Abstentions			Broker Non-Votes
23,280,243			21,316,819			25,361			2,328,228

Cautionary Notes on Forward-Looking Statements

~~Proposal~~This 4:Current ~~The~~Report ~~stockholders~~contains ~~approved~~“forward-looking ~~holding~~statements” within the ~~non~~meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-~~binding~~looking ~~advisory~~statements ~~vote~~often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,” and similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about NuVasive’s net sales outlook for 2023 and expectations regarding longer-term financial performance, and the consummation of the proposed transaction with Globus Medical, Inc. (“Globus Medical”) and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all. Important risk factors that may cause such a difference include, but are not limited to: (i) the impact of the COVID-19 pandemic on NuVasive’s business and financial results; (ii) further deterioration of general macroeconomic conditions, including inflationary pressures, disruptions to the ~~compensation~~global supply chain, fluctuations in currency exchange rates, higher freight and labor costs, and weakness in economic conditions generally; (iii) NuVasive’s ability to maintain operations to support its customers and patients in the near-term and to capitalize on future growth opportunities; (iv) risks associated with acceptance of NuVasive’s surgical products and procedures by spine surgeons and hospitals, (v) development and acceptance of new products or product enhancements, (vi) clinical and statistical verification of the ~~Company~~benefits achieved via the use of NuVasive’s ~~named~~products, ~~executive~~(vii) NuVasive’s ~~officers~~ability to adequately manage inventory as it continues to release new products, (viii) the remaining conditions to closing of the transaction with Globus Medical may not be satisfied on ana ~~annual~~timely basis. ~~The~~or ~~number~~at all, including obtaining regulatory approval, (ix) the anticipated tax treatment of ~~votes~~the ~~cast~~transaction may not be obtained, (x) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for 1the ~~year~~management, 2expansion ~~years~~and growth of the combined business after the consummation of the transactions, 3(xi) potential ~~years~~litigation relating to the proposed transaction that could be instituted against Globus Medical, NuVasive or their respective directors, (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (xiii) any negative effects of the announcement, pendency or consummation of the transactions on the market price of Globus Medical’s or NuVasive’s common stock and on Globus Medical’s or NuVasive’s businesses or operating results, (xiv) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the ~~number~~proposed transaction, (xv) the risks and costs associated with the integration of, ~~abstentions~~and the ability of Globus Medical and ~~broker~~NuVasive ~~non~~to integrate, their businesses successfully and to achieve anticipated synergies, (xvi) the risk that disruptions from the proposed transaction will harm Globus Medical’s or NuVasive’s business, including current plans and operations, (xvii) the ability of Globus Medical or NuVasive to retain and hire key personnel and uncertainties arising from leadership changes, (xviii) legislative, regulatory and economic developments, and (xix) the other risks described in Globus Medical’s and NuVasive’s most recent annual reports on Form 10-~~votes~~K and ~~were~~quarterly asreports ~~follows:~~on Form 10-Q. In addition, this Current Report contains selected financial results for NuVasive for the period ended June 30, 2023 which are prior to the completion of review and audit procedures by NuVasive’s external auditors and are subject to adjustment. NuVasive’s projections for 2023 net sales guidance and expectations regarding longer-term financial performance represent initial estimates and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability.

1 Year			2 Years			3 years			Abstentions			Broker Non-Votes
42,738,606			7,311			1,832,736			43,770			2,328,228

These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 initially filed by Globus Medical with the SEC on March 10, 2023, as amended on March 24, 2023, in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Globus Medical’s or NuVasive’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Globus Medical nor NuVasive assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

No ~~other items were presented for stockholder approval at the Annual Meeting.~~Offer

InThis ~~light~~Current ofReport ~~the~~is ~~results~~not ofintended ~~the~~to ~~stockholder~~and ~~vote~~does onnot ~~the~~constitute ~~frequency~~an ofoffer ~~future~~to ~~non-binding~~subscribe ~~advisory~~for, ~~votes~~buy onor sell, or the ~~compensation~~solicitation of ~~the~~an ~~Company’s~~offer ~~named~~to ~~executive~~subscribe ~~officers~~for, ~~and~~buy ~~consistent~~or ~~with~~sell, ~~the~~nor ~~Company’s~~shall ~~recommendation~~there be any sale, ~~the~~issuance ~~Company’s~~or ~~Board~~transfer of ~~Directors~~securities ~~has~~in ~~determined~~any ~~that~~jurisdiction ~~the~~in ~~Company~~which ~~will~~such ~~hold~~offer, asale ~~non-binding~~or ~~advisory~~solicitation ~~vote~~would onbe ~~executive~~unlawful ~~compensation~~prior ~~annually~~to ~~until~~registration or qualification under the ~~next~~securities ~~required~~laws ~~vote~~of onany ~~the~~such ~~frequency~~jurisdiction. No offer of ~~future~~securities ~~non-binding~~shall ~~advisory~~be ~~votes~~made onexcept by means of a prospectus meeting the ~~compensation~~requirements of Section 10 of the ~~Company’s~~Securities ~~named~~Act ~~executive~~of ~~officers~~1933, as amended, and otherwise in accordance with applicable law.

Important Information About the Transaction and Where To Find It

This Current Report references the proposed business combination of NuVasive and Globus Medical. In connection with the proposed transaction, Globus Medical filed a registration statement on Form S-4 with the SEC on March 10, 2023, which was amended on March 24, 2023, and that includes a joint proxy statement/prospectus. The registration statement on Form S-4, including the joint proxy statement/prospectus, provides details of the proposed transaction and the attendant benefits and risks. The registration statement was declared effective on March 28, 2023, and NuVasive filed a definitive proxy statement on March 28, 2023. Globus Medical and NuVasive commenced mailing of the definitive joint proxy statement/prospectus to their respective stockholders on March 29, 2023. Globus Medical and NuVasive may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or the registration statement on Form S-4 or any other document which Globus Medical or NuVasive may file with the SEC. INVESTORS AND SECURITY HOLDERS OF GLOBUS MEDICAL AND NUVASIVE ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed by Globus Medical or NuVasive with the SEC will be available free of charge at the SEC’s website (www.sec.gov) and from Globus Medical and NuVasive, as applicable. Requests for copies of the joint proxy statement/ prospectus and other documents filed by Globus Medical with the SEC may be made by contacting Keith Pfeil, Chief Financial Officer, by phone at (610)930-1800 or by email at kpfeil@globusmedical.com, and request for copies of the joint proxy statement/prospectus and other documents filed by NuVasive may be made by contacting Matt Harbaugh, Chief Financial Officer, by phone at (858) 210-2129 or by email at investorrelations@nuvasive.com.

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.

~~NUVASIVE, INC.~~

NUVASIVE, INC.

Date: June 9, 2023

/s/ Matthew K. Harbaugh

Date: August 2, 2023

/s/ Matthew K. Harbaugh

~~Matthew K. Harbaugh~~

Matthew K. Harbaugh

~~Executive Vice President and Chief Financial Officer~~

Executive Vice President and Chief Financial Officer

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