UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant ☒
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Outset Medical, Inc.
3052 Orchard Drive
San Jose, California 95134
Notice of Special Meeting of Stockholders
To Be Held on March 5, 2025
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “
Special Meeting
”) of Outset Medical, Inc. (the “
Company
”) will be held on Wednesday, March 5, 2025 at 8:30 a.m., Pacific Time, in a virtual format via live audio webcast. At the Special Meeting, you will be asked to vote on the following matters, as more fully described in the accompanying proxy materials:
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1.
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to approve the issuance of, or in excess of, 20% of the Company’s outstanding common stock, par value $0.001 per share (the “
Common Stock
”) upon the conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “
Series A Preferred Stock
”) at less than the “minimum price” under Nasdaq Listing Rule 5635(d), and which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b) or any successor rule, pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “
Certificate of Designation
”) governing the Series A Preferred Stock (the “
Issuance Proposal
”);
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2.
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to approve, for the purposes of complying with Nasdaq Listing Rule 5635(c), the issuance of Series A Preferred Stock to certain directors, officers and employees, and any shares of Common Stock issuable upon the conversion thereof (the “
DO Issuance Proposal
”);
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3.
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to approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-15, inclusive, as determined by our Board of Directors in its discretion, subject to our Board of Director’s authority to abandon such amendments (the “
Reverse Stock Split Proposal
”);
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4.
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to approve the adjournment of the Special Meeting, if necessary, in the reasonable discretion of the Board, the Chairman of the Board, the President or the Corporate Secretary of the Company, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Issuance Proposal, the DO Issuance Proposal or the Reverse Stock Split Proposal (the “
Adjournment Proposal
”); and
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5.
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to transact other such business as may properly come before the Special Meeting or any adjournment or postponement thereof.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 5, 2025.
This Notice of Special Meeting of Stockholders and the accompanying proxy statement are available on our website at https://investors.outsetmedical.com as well as at proxyvote.com.
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By order of the Board of Directors,
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/s/ John L. Brottem
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John L. Brottem, General Counsel and Secretary
San Jose, California 95134
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i
Outset Medical, Inc.
3052 Orchard Drive
San Jose, California 95134
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 5, 2025
PROXY STATEMENT
This proxy statement is furnished to stockholders of Outset Medical, Inc., a Delaware corporation (the “
Company
,” “
we
,” “
our
” or “
us
”), in connection with the solicitation of proxies by our Board of Directors (our “
Board
”) for use at a special meeting of stockholders to be held on March 5, 2025, and at any adjournment or postponement thereof (the “
Special Meeting
”). The Special Meeting will be held at 8:30 a.m., Pacific Time, in a virtual format via live audio webcast. This proxy statement and the accompanying proxy card are first being made available to stockholders on or about February 4, 2025.
We will hold the Special Meeting as a virtual meeting via live audio webcast. You will be able to attend the Special Meeting, vote your shares electronically and submit your questions online by visiting
www.virtualshareholdermeeting.com/OM2025SM
and entering the 16-digit control number included in your proxy card or the voting instructions that accompanied these proxy materials. We believe that conducting the Special Meeting as a virtual meeting will encourage higher levels of stockholder participation and facilitate active and equal participation for all stockholders at no cost regardless of geographic location. We have designed our virtual format to help ensure that our stockholders who attend the Special Meeting virtually will be afforded similar rights and opportunities to participate as they would at an in-person meeting.
These materials are also available at
https://investors.outsetmedical.com
. Please note that information contained on our website does not constitute a part of, and is not incorporated by reference into, this proxy statement.
At the Special Meeting, our stockholders will be asked to vote on the following three proposals:
