Item 1.02. Termination of a Material Definitive Agreement.




In connection with the consummation of the Merger, on July 21, 2022, the Company
terminated all commitments and repaid all outstanding loans under the Credit
Agreement, dated September 23, 2016, by and among the Company, JPMorgan Chase
Bank, N.A. as Administrative Agent, Citibank, N.A. as Syndication Agent, and the
lenders party thereto.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction is incorporated herein by reference into this Item 2.01.




                  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Item 3.01.        Standard; Transfer of Listing.


The information set forth in Item 2.01 is incorporated by reference into this
Item 3.01.
In connection with the consummation of the Merger, Natus requested that the
Nasdaq Global Select Market ("Nasdaq") suspend trading of Company Common Stock
on Nasdaq and remove Company Common Stock from listing on Nasdaq, in each case,
prior to the opening of the market on July 21, 2022. Natus also requested that
Nasdaq file a notification of removal from listing of Company Common Stock on
Form 25 with the SEC.
Natus intends to file Form 15 with the SEC to request the deregistration of
Company Common Stock under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the suspension of Natus' reporting obligations
under Sections 13 and 15(d) of the Exchange Act ten days after the filing of the
Form 25.


Item 3.03.     Material Modification to Rights of Security Holders.

The information set forth in Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated by reference into this Item 3.03.



At the Effective Time, each holder of Company Common Stock immediately prior to
the Effective Time ceased to have any rights as a shareholder of Natus other
than the right to receive the Merger Consideration pursuant to the Merger
Agreement.


Item 5.01.     Changes in Control of Registrant.


The information set forth in Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item
5.03 is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of Natus occurred, and Natus is
now a wholly-owned subsidiary of Parent. . Parent obtained the funds necessary
to fund the Merger through equity financing from certain funds managed by
ArchiMed and debt financing from Jefferies Finance LLC.


                  Departure of Directors or Certain Officers; Election of

Directors; Appointment Item 5.02. of Certain Officers; Compensatory Arrangements of Certain Officers.




As of the Effective Time, in accordance with the Merger Agreement, all of the
directors of Natus immediately prior to the Effective Time resigned as directors
of Natus and Justin Bateman and Florian Demleitner were appointed directors of
Natus.

The officers of Merger Sub as of immediately prior to the Effective Time will be the officers of Natus until their successors are duly appointed.




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

--------------------------------------------------------------------------------

The information set forth in Item 2.01, Item 3.03, Item 5.01 and Item 5.02 is incorporated by reference into this Item 5.03.



Pursuant to the Merger Agreement, at the Effective Time, the Amended and
Restated Certificate of Incorporation of the Company, as in effect immediately
prior to the Effective Time, was amended and restated in its entirety to be in
the form of the certificate of incorporation of Merger Sub as in effect
immediately prior to the Effective Time, except for provisions with respect to
indemnification, exculpation and advancement of expenses. In addition, at the
Effective Time, the Second Amended and Restated Bylaws of the Company, as in
effect immediately prior to the Effective Time, were amended and restated in
their entirety to be in the form of the Bylaws of Merger Sub as in effect
immediately prior to the Effective Time. Copies of Natus' amended and restated
certificate of incorporation and amended and restated bylaws are attached as
Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are
incorporated by reference into this Item 5.03.

Item 8.01. Other Events.




On July 21, 2022, Natus and ArchiMed issued a joint press release announcing the
completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference into this Item 8.01.


Item 9.01.     Financial Statements and Exhibits


(d) Exhibits.

  Exhibit Number                                          Description
                           Agreement and Plan of Merger, dated as of April

17, 2022, by and among Natus

Medical Incorporated, Prince Parent Inc. and

Prince Mergerco Inc.


                         (incorporated by reference to Exhibit 2.1 to the

Current Report on Natus


  2.1                    Medical Incorporated Form 8-K (file No. 000-33001)

filed on April 18, 2022) *


                           Second Amended and Restated Certificate of

Incorporation of Natus Medical


  3.1                    Incorporated, dated July 21, 2022  +
                           Third Amended and Restated Bylaws of Natus

Medical Incorporated, dated July


  3.2                    21, 2022  +
                           Retention Agreement, dated as of April 17, 2022,

by and among Natus Medical


                         Incorporated, Prince Parent Inc. and Thomas J.

Sullivan (incorporated by


                         reference to Exhibit 10.1 to the Current Report on

Natus Medical Incorporated


  10.1                   Form 8-K (file No. 000-33001) filed on April 18.

2022)


  99.1                     Joint Press Release, dated July 21, 2022  +
                         The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
104                      (included as Exhibit 101).




*  Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company agrees to furnish a supplemental copy of any omitted schedule to the SEC
upon request.

+ Filed herewith.

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