Item 8.01. Other Events.
As previously reported, on September 16, 2020, the United States Bankruptcy
Court for the Northern District of Texas (the "Court") entered an order (the
"Confirmation Order") confirming the Debtors' Third Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 390] (the
"Plan") of Endologix, Inc. ("Endologix" or the "Company") and certain of its
affiliates (together with Endologix, the "Debtors"). On October 1, 2020 (the
"Effective Date"), the Plan became effective in accordance with its terms and
the Debtors have emerged from Chapter 11 protection. On the Effective Date, by
operation of the Plan, all agreements, instruments and other documents
evidencing any equity interest of Endologix, including outstanding shares of
existing equity interests of Endologix, and any rights of any holders thereof
were deemed canceled, discharged and of no further force or effect. The
foregoing description of the Plan does not purport to be complete and is
qualified in their entirety by reference to the full text of the Plan, which was
filed as Exhibit 2.2 to the Company's Current Report on Form 8-K dated
September 22, 2020.
On October 1, 2020, Endologix filed a Form 15 with the Securities and Exchange
Commission ("SEC") to deregister its common stock, $0.001 par value per share
("Common Stock") and suspend its reporting obligations under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). As a result of filing the
Form 15 with the SEC, Endologix will no longer be required to file certain
reports under the Exchange Act, including current reports on Form 8-K, quarterly
reports on Form 10-Q and annual reports Form 10-K.
Endologix's Common Stock will cease trading on The Nasdaq Stock Market, LLC
("Nasdaq") or any other medium. On August 11, 2020, Nasdaq filed a Form 25
(Notification of Removal from Listing and/or Registration under Section 12(b) of
the Securities Exchange Act of 1934) with the SEC striking Endologix's Common
Stock from listing. Following deregistration and cancellation of all shares of
equity interests in accordance with the terms of the Plan, Endologix will not
post current information with Nasdaq or otherwise make such information publicly
available.
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K contains forward-looking statements, which are
based on the Company's current expectations, estimates, and projections about
the businesses and prospects of the Company and its subsidiaries, as well as
management's beliefs, and certain assumptions made by management. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
"may," "should," "will" and variations of these words are intended to identify
forward-looking statements. Such statements speak only as of the date hereof and
are subject to change. The Company undertakes no obligation to revise or update
publicly any forward-looking statements for any reason. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties, and assumptions that are difficult to predict.
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