INTERSECT ENT, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on May 13, 2022, Intersect will have repaid all of the outstanding obligations in respect of principal, interest, fees and expenses under (i) the Facility Agreement, dated as of May 11, 2020, by and among Intersect, certain of Intersect's subsidiaries as guarantors from time to time party thereto, the lenders party thereto and Deerfield Partners, L.P., as agent for itself and the lenders party thereto (the "Existing Convertible Note Facility Agreement") including payment of the Successor Major Transaction Consideration (as defined in the Existing Convertible Note Facility Agreement), and (ii) the Facility Agreement, dated as of July 22, 2021, by and among Intersect, certain of Intersect's subsidiaries as guarantors from time to time party thereto, the lenders party thereto and Deerfield Partners, L.P., as agent for itself and the lenders party thereto (the "Existing Term Loan Agreement" and, together with the Existing Convertible Note Facility Agreement, the "Existing Facility Agreements"). The Existing Facility Agreements will have been terminated and all obligations thereunder will have been satisfied effective May 13, 2022. The disclosure under the Introductory Note is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note, on May 13, 2022, the Merger was completed. Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent. The disclosure under the Introductory Note is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference. On May 13, 2022, the Company (i) notified The Nasdaq Global Market ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Company Shares effective before the opening of trading on May 13, 2022 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to effect the delisting of the Company Shares from Nasdaq and to deregister the Company Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note and Items 2.01, 3.01 and 5.03 are incorporated herein by reference.

At the Effective Time, each holder of Company Shares outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Per Share Price for such stockholder's shares of Company Common Stock or the Per Share Price multiplied by a factor of 1,000 for such shareholder's shares of Company Series DF-1 Preferred Stock), except that those shares that were owned by the Company or owned by Parent or Merger Sub were cancelled.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 are incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the "Closing"), each of Neil A. Hattangadi, Kieran T. Gallahue, Teresa L. Kline, Cynthia L. Lucchese, Dana G. Mead, Jr., Elisabeth Sandoval-Little and Thomas A. West ceased serving as a member of the board of directors of the Company and each committee thereof and each of Thomas A. West, Richard A. Meier, Reyna M. Fernandez and Patrick A. Broderick ceased serving as an officer of the Company.

Further, pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the Closing, (i) the directors of Merger Sub in place as of immediately prior to the Effective Time became the directors of the Surviving Corporation and (ii) the officers of Merger Sub in place as of immediately prior to the Effective Time became the officers of the Surviving Corporation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 8.01 Other Events.

On May 13, 2022, Parent issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                  Description

  2.1*   Agreement and Plan of Merger, dated as of August 6, 2021, by and among
         Medtronic, Inc., Project Kraken Merger Sub, Inc. and Intersect ENT, Inc.
         (incorporated by reference to the Company's Current Report on Form 8-K
         filed with the SEC on August 10, 2021)

  3.1    Amended and Restated Certificate of Incorporation of Intersect ENT, Inc.

  3.2    Amended and Restated Bylaws of Intersect ENT, Inc.

  99.1   Press Release, dated as of May 13, 2022

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

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company

agrees to furnish supplemental copies of any omitted schedules to the SEC upon

its request.

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