UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

January 23, 2025
Date of Report (Date of earliest event reported)

Outset Medical, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
001-39513
20-0514392
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

3052 Orchard Dr.,
San Jose, California
(Address of Principal Executive Office)
95134
(Zip Code)

Registrant’s telephone number, including area code: (669) 231-8200

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value of $0.001 per share
  
OM
  
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR Sec.230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR Sec.240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 23, 2025, the board of directors of Outset Medical, Inc. (the “Company”) adopted Amendment No. 1 (the “Bylaw Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective as of that same date. The Bylaw Amendment provides that any matter brought before a meeting of the Company’s stockholders, other than the election of directors, shall be decided by the affirmative vote of a majority of the votes cast at such meeting unless otherwise provided by law, the Company’s certificate of incorporation or the Bylaws. Previously, the Bylaws provided that such matters were decided by the affirmative vote of a majority of the voting power of the Company’s capital stock present in person or by proxy at the meeting and entitled to vote on such matter. The Bylaw Amendment only amended Section 1.7(a) of the Bylaws and except as otherwise provided in the Bylaw Amendment, the Bylaws remain in full force and effect.

This summary is qualified in its entirety by reference to the text of the Bylaws Amendment, which is attached as Exhibit 3.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:
No.
  
Exhibit
 
Amendment No. 1 To Amended and Restated Bylaws of Outset Medical, Inc., dated January 23, 2025
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  January 24, 2025
Outset Medical, Inc.
     
 
By:
/s/ John Brottem
 
Name:
John Brottem
 
Title:
General Counsel

Exhibit 3.1

AMENDMENT NO. 1 TO

AMENDED AND RESTATED

BYLAWS OF

OUTSET MEDICAL, INC.

The Amended and Restated Bylaws (the “Bylaws”) of Outset Medical, Inc., a Delaware corporation (the “Corporation”), are hereby amended as set forth in this Amendment No. 1:


 1.
Voting. Subsection (a) of Section 1.7 of the Bylaws is hereby amended and restated to read in its entirety as follows:

“(a) Matters Other Than Election of Directors. Any matter brought before any meeting of stockholders of the Corporation, other than the election of directors, shall be decided by the affirmative vote of a majority of the votes cast at such meeting unless the matter is one upon which, by express provision of law, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such matter. Except as provided in the Certificate of Incorporation, every stockholder having the right to vote shall have one vote for each share of stock having voting power registered in such stockholder’s name on the books of the Corporation. Such votes may be cast in person or by proxy as provided in Section 1.10 of these Bylaws. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.”


 2.
Effect. Except as otherwise provided herein, the Bylaws shall remain in full force and effect.