UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

August 1320, 2024 Date of Report (date of earliest event reported)

Asensus Surgical, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

0-19437

(Commission

File Number)

11-2962080

(I.R.S. Employer
Identification Number)

1 TW Alexander Drive, Suite 160

Durham, NC 27703
(Address of principal executive offices)

919-765-8400
(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 (see General Instruction A.2. below):

☐	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))

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 $0.001 par value per share		ASXC		NYSE American

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 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On August 1320, 2024, Asensus Surgical, Inc., a Delaware corporation, (the “Company”), ~~issued~~held a ~~press~~virtual ~~release~~special ~~announcing~~meeting ~~its~~of ~~financial~~stockholders ~~results~~(the ~~for~~“Special Meeting”) to consider and vote on the ~~second quarter~~proposals ~~ended~~set ~~June~~forth ~~30,~~in ~~2024.~~the Adefinitive ~~copy~~proxy statement of the ~~press~~Company ~~release~~prepared isin ~~furnished~~connection ~~herewith~~with the Merger (as ~~Exhibit~~defined 99below) filed with the U.1S. Securities and Exchange Commission (the “SEC”) on July 5, 2024.

~~Also~~At onthe ~~August~~Special 13Meeting, ~~2024, following~~ the ~~issuance~~total number of ~~the~~shares ~~press~~represented ~~release~~in ~~referred~~person toor ~~above~~by proxy was 161,446,008 of the ~~Company~~272,616,330 ~~conducted~~shares aof ~~conference~~Common ~~call~~Stock toof ~~discuss~~ the ~~reported~~Company ~~operating~~outstanding and ~~financial~~entitled ~~results~~to ~~for~~vote at the ~~second quarter~~Special ~~ended~~Meeting as of the record date, June 3028, 2024., ~~The~~each ~~Company~~of ~~had~~which ~~issued~~was aentitled ~~press~~to ~~release~~one onvote ~~August~~for 8,each ~~2024~~proposal toat ~~announce~~ the ~~scheduling~~Special ofMeeting. ~~the~~This ~~conference~~represents ~~call~~approximately 59.2% of Athe ~~copy~~total shares of ~~the~~Common ~~transcript~~Stock of the ~~conference~~Company ~~call~~outstanding isand ~~furnished~~entitled ~~herewith~~to asvote, ~~Exhibit~~constituting 99a quorum to conduct business.2. The following matters were voted upon at the Special Meeting:

1. Merger Agreement Proposal. The ~~information~~stockholders ~~included~~voted ~~herein~~to ~~and~~approve inthe ~~Exhibits~~proposal ~~99.1~~to approve and ~~99.2~~adopt ~~shall~~the ~~not~~Agreement beand ~~deemed~~Plan ~~“filed”~~of ~~for~~Merger, ~~purposes~~dated as of ~~Section~~June 186, of2024, by and among the ~~Securities~~Company, ~~Exchange~~KARL ~~Act~~STORZ ofEndoscopy-America, ~~1934~~Inc., a California corporation (“~~Exchange Act~~Parent”), orand ~~otherwise~~Karl ~~subject~~Storz toCalifornia ~~the~~Inc., ~~liabilities~~a ofCalifornia ~~that~~corporation ~~section~~(“Merger Sub”), ~~nor~~pursuant ~~shall~~to itwhich bethe ~~deemed~~Company ~~incorporated~~would bybe ~~reference~~acquired inby ~~any~~way ~~filing~~of ~~under~~a ~~the~~merger ~~Securities~~with ~~Act~~and ofinto ~~1933~~Merger orSub with the ~~Exchange~~Company ~~Act,~~surviving ~~except~~the asmerger ~~expressly~~and ~~set~~becoming ~~forth~~a bywholly-owned ~~specific~~subsidiary ~~reference~~of inParent ~~such~~(the ~~filing~~“Merger”). The stockholder vote was as follows:

Item 9.01 Financial Statements and Exhibits.

	137,258,840 Votes	FOR the resolution
	23,156,038 Votes	AGAINST the resolution
	1,051,130 Votes	ABSTAIN

~~(d)~~2. Merger-Related ~~Exhibit~~Compensation Proposal. The stockholders voted to approve, in a non-binding advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. The stockholder vote was as follows:

Exhibit No. Description

	123,817,981 Votes	FOR the resolution
	34,078,887 Votes	AGAINST the resolution
	3,569,139 Votes	ABSTAIN

993.1 Adjournment ~~Press~~Proposal. ~~release~~The ~~dated~~proposal ~~August~~to 13adjourn the Special Meeting, ~~2024~~if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal was not voted upon at the Special Meeting because there were sufficient votes to approve the Merger Agreement Proposal.

~~99.2~~The ~~Conference~~parties ~~Call~~intend ~~Transcript~~to close the Merger transaction on August 22, 2024.

104 Cover Page Interactive Data File (formatted in inline XBRL)

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, thereunto duly authorized.

	ASENSUS SURGICAL, INC.
Date: August 13, 2024	/s/ Shameze Rampertab
Date: August 20, 2024	/s/ Shameze Rampertab
	Shameze Rampertab
	Executive Vice President and Chief Financial Officer
	Executive Vice President and Chief
	Financial Officer

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