Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported, on September 17, 2021, Penumbra, Inc. ("Penumbra")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Seychelles Merger Corporation, a Delaware corporation and wholly owned
subsidiary of Penumbra ("Merger Sub"), Sixense Enterprises Inc., a Delaware
corporation ("Sixense"), and a stockholders' agent. The entry into the Merger
Agreement and related matters were reported in a Current Report on Form 8-K
filed by Penumbra with the Securities and Exchange Commission on September 22,
2021 , which is incorporated herein by reference.
On October 1, 2021, the parties closed (the "Closing") the transactions
contemplated by the Merger Agreement (the "Merger"). At the Closing, all
outstanding shares of Sixense capital stock were cancelled in exchange for the
right to receive an aggregate amount of 661,877 shares of Penumbra common stock,
par value $0.001 per share ("Penumbra Common Stock") (valued at $185.9 million
in the aggregate based on the volume-weighted average price of a share of
Penumbra Common Stock on the New York Stock Exchange for the five consecutive
trading day period ending on September 15, 2021 of $280.88 per share (the
"Specified Price")), and cash in lieu of fractional shares, and Merger Sub
merged with and into Sixense, which continued to exist as a wholly owned
subsidiary of Penumbra. In addition, upon the Closing, all options to purchase
Sixense capital stock were cancelled, with options held by continuing service
providers exchanged for fully vested options to purchase an aggregate amount of
447,017 shares of Penumbra Common Stock (valued at $114.1 million in the
aggregate based on the difference between the Specified Price and the exercise
prices for such options). The shares of Penumbra Common Stock issued pursuant to
the terms of the Merger Agreement were issued in reliance upon the exemption
from registration available under Section 4(a)(2) of the Securities Act of 1933,
as amended, and the options to purchase shares of Penumbra Common Stock are
registered on Penumbra's registration statement on Form S-8 (Registration No.
333-224000). The amount of consideration exchanged in connection with the Merger
was based on the underlying value of Sixense's assets.
Prior to the Merger, Penumbra and Sixense were partners with respect to MVI
Health Inc. ("MVI"), a privately-held joint venture formed in 2017 for the
purpose of exploring healthcare applications of virtual reality technology. Each
of Penumbra and Sixense initially held 50% of the issued and outstanding equity
of MVI. In August 2018, Penumbra purchased an additional 40% of the equity
interest in MVI from Sixense for a cash purchase price of $20 million, plus $4.5
million of potential future payments relating to an anti-dilution provision in
the Stock Transfer Agreement. In connection with the formation and development
of MVI, Penumbra, Sixense and MVI entered into various commercial arrangements,
including the provision of services and the licensing of technology by Sixense
to MVI.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 2.01 of this Current Report on Form 8-K is
incorporated into this Item 3.02 by reference.
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