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 (Date of earliest event reported): October 2529, 2019

CORINDUS VASCULAR ROBOTICS, INC.

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

Delaware	001-37406	30-0687898
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

309 Waverley Oaks Road, Suite 105
Waltham, MA 02452
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (508) 653-3335

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))

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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	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CVRS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

~~This Current~~Introductory ~~Report on Form 8-K is filed by Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company” or “Corindus”), in connection with the matters described herein.~~Note

~~Item~~On 5October 29, 2019, Corindus Vascular Robotics, Inc.07, a Delaware corporation (the “Company” or “Corindus”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Siemens Medical Solutions USA, Inc., ~~Submission~~a Delaware corporation (“SMS USA”), Corpus Merger Inc., a Delaware corporation and wholly owned subsidiary of ~~Matters~~SMS toUSA (“Merger Sub”), and the Company. At the closing, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation and as a ~~Vote~~wholly owned subsidiary of ~~Security~~SMS ~~Holders~~USA. The events described in this Current Report on Form 8-K took place in connection with the completion of the Merger.

~~(a) A~~Item ~~special meeting of stockholders of the Company was held on October 25, 2019 (the “Special Meeting”)~~1.02. AtTermination ~~the Special Meeting, the Company’s stockholders, upon the recommendation~~ of ~~the Company’s Board of Directors, voted in favor of the Merger Proposal (as defined below). The Company’s stockholders also approved, on~~ a ~~non-binding,~~Material ~~advisory~~Definitive ~~basis, certain merger-related compensation payable to the Company’s named executive officers~~Agreement.

~~A total~~Concurrently ofwith ~~182,888,545~~the ~~shares~~closing of the Merger, the Company’s ~~common~~and ~~stock~~certain (of its subsidiaries terminated the ~~“Common~~revolving ~~Stock”),~~credit ~~out~~facility ofand aotherwise ~~total~~satisfied oftheir ~~208~~respective obligations,~~685,413~~ ~~shares of~~in ~~Common~~each ~~Stock~~case, ~~issued~~outstanding ~~and~~under ~~outstanding~~that certain Loan and ~~entitled~~Security toAgreement, ~~vote~~dated as of ~~September~~March 2616, ~~2019 (the “Record Date”)~~2018, aamong ~~total~~Silicon ofValley 1Bank,~~000,000~~ ~~shares of~~ the Company’s ~~Series~~and ACorindus, ~~convertible~~Inc. ~~preferred stock~~ (the “~~Series~~Revolving ALoan ~~Preferred Stock~~Agreement”), ~~out of~~and athat ~~total~~certain ofLoan ~~1,000,000 shares of Series A Preferred Stock issued~~ and ~~outstanding~~Security Agreement ~~and~~(Term ~~entitled~~Loan), todated ~~vote~~ as of ~~the~~March ~~Record~~16, ~~Date~~2018, ~~and a total of 160,400 shares of~~ ~~the~~among ~~Company’s~~Silicon ~~Series~~Valley ~~A-1~~Bank, ~~convertible~~Solar ~~preferred~~Capital, ~~stock~~Ltd., (the ~~“Series~~Company, ~~A-1~~Corindus, ~~Preferred Stock~~Inc.,” and ~~together with~~ the ~~Series~~other Alender ~~Preferred~~parties ~~Stock,~~thereto (the “~~Preferred~~Initial ~~Stock”),~~Term ~~out~~Loan ~~of a total of 160~~Agreement”,~~400~~ ~~shares~~and ofas ~~Series A-1~~amended ~~Preferred~~by ~~Stock~~the ~~issued~~First ~~and outstanding and entitled~~ Amendment to ~~vote as of~~ the ~~Record~~Initial ~~Date~~Term ~~were~~Loan ~~present~~Agreement in(the ~~person~~“Term orLoan ~~represented~~Amendment”) ~~by proxy~~on atMarch ~~the~~14, ~~Special Meeting~~2019, ~~representing approximately 87.69% of~~ the ~~voting~~“Term ~~power~~Loan ofAgreement”) together with the ~~Company’s~~Revolving ~~capital~~Loan ~~stock~~Agreement, ~~which~~the ~~constituted a~~“Credit ~~quorum~~Agreements”). The ~~holders~~Credit ofAgreements ~~Common~~were ~~Stock~~terminated in ~~and~~accordance ~~Preferred~~with ~~Stock,~~their ~~voted~~terms ~~together~~at ~~as a single class, with~~ the ~~holders~~effective oftime ~~Preferred Stock entitled to cast a number~~ of ~~votes~~the ~~calculated~~Merger ~~by dividing~~ (the ~~number~~“Effective ofTime”) ~~shares~~on ofOctober ~~Preferred~~29, ~~Stock~~2019. The ~~held~~Revolving byLoan ~~such~~Agreement ~~stockholder~~provided ~~by 1.29,~~for inborrowings ~~accordance~~of ~~with~~up ~~Corindus’~~to ~~certificate~~a of$3 ~~designation~~million ~~designating~~revolving ~~the Preferred Stock~~line-of-credit. AThe ~~summary~~Initial ofTerm ~~the~~Loan ~~voting results~~Agreement provided for ~~the~~borrowings ~~following proposals, each~~ of ~~which~~up isto ~~described~~$23 inmillion ~~detail~~ in ~~the~~term ~~Company’s~~loans. ~~proxy~~The ~~statement~~Term ~~dated~~Loan ~~September~~Amendment ~~26,~~provided ~~2019 (as~~for ~~amended~~an oradditional ~~supplemented~~term ~~from~~loan ~~time~~of ~~to time), is set forth below:~~$2.75 million.

~~(b) Voting~~Item ~~results~~2.01. ~~for~~Completion ~~each~~of ~~matter~~Acquisition ~~are~~or ~~set~~Disposition ~~forth~~of ~~below:~~Assets.

~~(1)~~ The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

~~Adoption~~On ofOctober ~~the~~29, ~~Agreement~~2019, ~~and~~SMS ~~Plan~~USA ofcompleted the ~~Merger,~~acquisition ~~dated as~~ of ~~August~~the 7,Company. ~~2019~~Pursuant (to the “Merger Agreement”), byMerger ~~and~~Sub ~~among Siemens~~was ~~Medical~~merged ~~Solutions~~with ~~USA,~~and ~~Inc.,~~into athe ~~Delaware~~Company, ~~Corporation~~with ~~(“SMS~~the ~~USA”),~~Company surviving ~~Corpus~~the Merger, ~~Inc.,~~as a ~~Delaware corporation and~~ wholly owned subsidiary of SMS USA~~, and Corindus (the “Merger Proposal”)~~.

For	Against	Abstain	Broker Non-Votes
183,452,212	186,681	149,186	—

At the Effective Time, each share of (i) common stock, par value $0.0001 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes (the “Common Stock Consideration”), and (ii) (a) Series A convertible preferred stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time and (b) Series A-1 convertible preferred stock, par value $0.0001 per share, of the Company (the “Series A-1 Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”), issued and outstanding immediately prior to the Effective Time and Series A-1 Preferred Stock that had accrued and accumulated on a daily basis until the Effective Time, in accordance with the provisions of the certificate of designation, but which was not otherwise issued or outstanding immediately prior to the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to $85.60, without interest and less any applicable withholding taxes (the “Preferred Stock Consideration”) (other than, in each of the foregoing clauses (i) and (ii), any Canceled Shares or Dissenting Shares (as each such term is defined in the Merger Agreement)).

At the Effective Time, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (2without interest and less any applicable withholding taxes) equal to the product of (i) the excess, if any, of the Common Stock Consideration over the per share exercise price of such option, and (ii) the number of shares of Common Stock subject to such option as of the Effective Time. Options having an exercise price per share equal to or exceeding the Common Stock Consideration were cancelled without payment.

Approval on a non-binding, advisory basis, certain compensation that will or may be paid by Corindus to its named executive officers in connection with the merger.

For	Against	Abstain	Broker Non-Votes
149,784,910	33,739,948	263,221	—

(3)

Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

For	Against	Abstain	Broker Non-Votes
180,005,592	3,600,135	182,352	—

Because stockholders holding at least a majority of the voting power of the shares of the Common Stock and Preferred Stock outstanding and entitled to vote at the close of business on the Record Date approved the Merger Proposal, it was not necessary to adjourn the Special Meeting to solicit additional proxies to approve the proposal to adopt the Merger Agreement. No other business properly came before the Special Meeting.

~~Item~~At ~~8.01.~~the ~~Other~~Effective ~~Events~~Time, each restricted stock unit award that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to the product of (i) the Common Stock Consideration and (ii) the number of shares of Common Stock underlying the award as of the Effective Time.

~~On October~~At ~~25,~~the ~~2019~~Effective Time, each warrant that was outstanding and unexercised immediately prior to the ~~Company~~Effective ~~issued~~Time was cancelled and converted into the right to receive a ~~press~~cash ~~release~~payment ~~announcing~~(without ~~results~~interest) equal to (i) the product of (a) the ~~voting~~excess, atif any, of (1) the ~~Special~~Common ~~Meeting~~Stock Consideration over (2) the per share exercise price of such warrant, aand ~~copy~~(b) the number of ~~which is~~shares ~~attached~~of ~~hereto~~Common Stock subject to such warrant as ~~Exhibit 99.1~~of ~~and~~the Effective isTime, ~~incorporated~~less ~~herein~~(ii) any applicable withholding taxes required to be withheld by ~~reference~~applicable law.

~~Item~~The 9total amount of funds to consummate the Merger and the related transactions, not including fees and expenses, was approximately $1.~~01.~~1 ~~Financial~~billion, ~~Statements~~including the funds needed to (i) pay holders of Common Stock or Preferred Stock their respective Common Stock Consideration or Preferred Stock Consideration due to them under the Merger Agreement, (ii) make payments in respect of outstanding Company stock options and ~~Exhibits~~restricted stock unit awards pursuant to the Merger Agreement, (iii) make payments in respect of outstanding warrants pursuant to the Merger Agreement, and (iv) pay the outstanding net indebtedness of Corindus.

The definitive proxy statement of the Company, filed with the Securities and Exchange Commission (dthe “SEC”) ~~Exhibits~~ on September 26, 2019, contains additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company in the Merger.

Exhibit No.	Description
99.1	Press Release of Corindus Vascular Robotics, Inc., dated October 25, 2019

The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 8, 2019, and is incorporated by reference herein.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On October 29, 2019, the Company notified NYSE American that the Merger had been completed, and requested that NYSE American suspend trading of the Common Stock. The Company also requested that NYSE American file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Common Stock from NYSE American and the deregistration of such Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Common Stock will no longer be listed on NYSE American.

In addition, the Company intends to file a certification on Form 15 with the SEC requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the shares of Common Stock.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Change in Control of Registrant.

The information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of SMS USA. SMS USA funded the acquisition through available cash on hand.

~~EXHIBIT INDEX~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Exhibit No.	Description
99.1	Press Release of Corindus Vascular Robotics, Inc., dated October 25, 2019

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Directors

Pursuant to the terms of the Merger Agreement, in connection with the Merger, at the Effective Time on October 29, 2019, each of Jeffrey C. Lightcap, Mark J. Toland, Jeffrey G. Gold, Campbell Rogers, Louis A. Cannon, Nathan R. Harrington, James Tobin and Douglas L. Braunstein ceased serving on the board of directors of the Company. Following the consummation of the Merger on October 29, 2019, Mark J. Toland, David W. Long and Christian Klaussner were elected as directors of the Company, with Mark J. Toland serving as the Chairman of the board of directors of the Company.

Officers

Following the consummation of the Merger on October 29, 2019, the directors of the Company appointed Mark J. Toland to serve as Chief Executive Officer, David W. Long to serve as Chief Financial Officer, and Philip Paseltiner to serve as Corporate Secretary. All other executive officers of the Company ceased serving in such capacities immediately following the Effective Time.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company, each as in effect immediately prior to the Effective Time, were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Amended and Restated Bylaws of the Company are filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of August 7, 2019, by and among Siemens Medical Solutions USA, Inc., Corpus Merger, Inc., and Corindus Vascular Robotics, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 8, 2019.
3.1	Amended and Restated Certificate of Incorporation of Corindus Vascular Robotics, Inc.
3.2	Amended and Restated Bylaws of Corindus Vascular Robotics, Inc.

~~SIGNATURES~~SIGNATURE

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.

~~Date~~Dated: October 2529, 2019

CORINDUS VASCULAR ROBOTICS, INC. ~~(Registrant)~~ By: /s/ ~~David~~Mark WJ. ~~Long~~Toland Name: ~~David~~Mark WJ. ~~Long Title~~TolandTitle: Chief ~~Financial~~Executive Officer

Filing Compare · Corindus Vascular Robotics, Inc.