asxc20231231_10ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A Amendment No. 1

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-19437

ASENSUS SURGICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	11-2962080
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 TW Alexander Drive, Suite 160, Durham, NC 27703

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (919) 765-8400

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

Title of each class		Trading Symbol(s)		Name of each exchange where registered
Common Stock $0.001 par value per share		ASXC		NYSE American

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

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	1
ITEM 11.	EXECUTIVE COMPENSATION	7
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	14
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	16
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	17

PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	18

			Director
Name	Age	Position	Since
*Directors*
David B. Milne	61	Chair of the Board	2013
Anthony Fernando	52	Chief Executive Officer, Director	2019
Andrea Biffi	42	Director	2015
Kevin Hobert	59	Director	2021
Elizabeth Kwo, M.D.	43	Director	2021
Richard C. Pfenniger, Jr.	68	Director	2005
William N. Starling	70	Director	2013

*Other Executive Officers*
Shameze Rampertab	57	Executive Vice President and Chief Financial Officer

Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)	Stock Awards ($)(1)(3)(4)		Option Awards ($)(1)(4)		Non-Equity Incentive Plan Compensation ($)(1)(5)		Nonqualified deferred compensation earnings ($)(6)		Total ($)
Anthony Fernando,	2023		500,000	‑		1,031,250		232,500		304,688		38,060		2,106,498
President and CEO	2022		440,000	-		1,191,259		389,572		451,500		9,533		2,481,864

Shameze Rampertab,	2023		338,000	‑		449,999		108,500		137,313	‑			1,033,812
EVP and CFO	2022		325,000	-		423,266		149,965		186,250	‑			1,084,481

Name	Cash		RSUs
Anthony Fernando	$	187,500		271,739
Shameze Rampertab	$	56,250		81,521

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (#)
Name	Grant Date	Threshold ($)		Target ($)(1)		Maximum ($)		Threshold (#)	Target (#)(2)		Maximum (#)	All Other Option Awards (#)(2)		Exercise Price of Option Awards ($)/share		Grant Date Fair Value of Stock and Option Awards ($)(3)
Anthony Fernando	02/03/2023	$	262,500	$	375,000	$	487,500			750,000			375,000	$	0.75	$	1,312,500
										375,000
	04/21/2023									271,739

Shameze Rampertab	02/03/2023	$	118,300	$	169,000	$	219,700			350,000			175,000	$	0.75	$	581,250
										175,000
	04/01/2023									81,521

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise(#)		Value Realized on Exercise($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Anthony Fernando		-		-		1,207,002		905,252
Shameze Rampertab		-	‑			265,178		194,884

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Andrea Biffi		—		—		52,725		—		—		—		52,725
Kevin Hobert		59,000		—		24,975		—		—		—		83,975
Elizabeth Kwo		56,000		25,200		—		—		—		—		81,200
David B. Milne		127,000		—		24,975		—		—		—		151,975
Richard C. Pfenniger, Jr.		76,000		25,200		—		—		—		—		101,200
William N. Starling		66,000		—		24,975		—		—		—		90,975

As of April 22, 2024
Name and Address of Beneficial Owner	Number of Shares of Common Stock (1)		Percentage of Outstanding Common Shares (2)
*Directors and Executive Officers*
David B. Milne (3)		920,407		*
Anthony Fernando (4)		4,152,669		1.51	%
Andrea Biffi (5)		2,357,640		*
Kevin Hobert (6)		147,222		*
Elizabeth Kwo, M.D. (7)		154,474		*
Richard C. Pfenniger, Jr. (8)		233,334		*
William N. Starling (9)		243,608		*
Shameze Rampertab (10)		846,035		*
All Directors and Executive Officers as a group (8 persons) (11)		9,055,389		3.28	%

No.	Amendment Purpose	Date of Stockholders’ approval
1	Increase the number of shares of common stock authorized under the Plan to 918,462 shares, and to make other changes	May 7, 2015
2	Increase the number of shares reserved for issuance under the Plan to 1,456,923 shares, and to make other changes	June 8, 2016
3	Increase the number of shares reserved for issuance under the Plan to 1,995,385 shares	May 25, 2017
4	Increase the number of shares reserved for issuance under the Plan to 3,149,231 shares	May 24, 2018
5	Increase the number of shares reserved for issuance under the Plan to 4,072,308 shares, and to make other changes	April 24, 2019
6	Increase the number of shares reserved for issuance under the Plan to 10,072,307 shares, and to make other changes	June 8, 2020
7	Increase the number of shares reserved for issuance under the Plan to 32,072,307 shares.	July 22, 2021
8	Increase the number of shares reserved for issuance under the Plan to 54,072,307 shares	June 6, 2023

Plan Category	Number of securities to be issued upon exercise of outstanding options and other equity awards (1)		Weighted average exercise price of outstanding options		Number of securities remaining available for future issuance (2)
Equity compensation plans approved by security holders		22,620,856		3.24		22,185,899
Equity compensation plans not approved by security holders (3)		150,000		0.42		0
Total		22,770,856				22,185,899

	2023		2022
Audit Fees	$	567,206	$	513,113
Audit-Related Fees	$	—	$	—
Tax Fees	$	—	$	73,407
All Other Fees	$	—	$	—
Total Fees	$	567,206	$	586,520

Exhibit No.		Description
2.1		Membership Interest Purchase Agreement, dated September 18, 2015, by and among Sofar S.p.A., Vulcanos S.r.l., the Registrant and TransEnterix International, Inc. filed as Exhibit 2.1 to our Current Report on Form 8-K, filed with the SEC on September 21, 2015 and incorporated by reference herein).
2.1(a)		Amendment to Membership Interest Purchase Agreement by and among TransEnterix, Inc., TransEnterix International, Inc., and Sofar, S.p.A., dated December 30, 2016 (filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on January 5, 2017 and incorporated by reference herein).
3.1.1		Amended and Restated Certificate of Incorporation of Asensus Surgical, Inc. (filed as Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on February 25, 2021 and incorporated by reference herein).
3.2		Amended and Restated Bylaws of Asensus Surgical, Inc. (filed as Exhibit 3.2 to our Current Report on Form 8‑K, filed with the SEC on February 25, 2021 and incorporated by reference herein).
4.1		Specimen Certificate for Common Stock of Asensus Surgical, Inc. (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2020).
4.2		Form of Service Warrant to purchase common stock for warrants issued to third party vendor (filed as Exhibit 4.4 to our Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2017 and incorporated by reference herein).
4.3		Form of Common Stock Purchase Warrant (Series C and Series D Warrants) (filed as Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on March 6, 2020 and incorporated herein by reference).
4.4		Form of Warrant Agency Agreement by and between the Registrant and Continental Stock Transfer & Trust Company (filed as Exhibit 4.2 to our Current Report on Form 8-K, filed with the SEC on March 6, 2020 and incorporated herein by reference).
4.5		Description of Listed Securities (filed as Exhibit 4.8 to our Annual Report on Form 10-K, filed with the SEC on March 11, 2021 and incorporated herein by reference).
4.6		Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on July 28, 2023, and incorporated herein by reference).
10.1 +		Employment Agreement, dated March 6, 2018, and effective as of March 1, 2018, by and between the Registrant and Anthony Fernando (filed as Exhibit 10.7 to our Annual Report on Form 10-K, filed with the SEC on March 8, 2018 and incorporated by reference herein).

10.2+		Employment Agreement, dated August 14, 2020, by and between Asensus Canada, Inc., on behalf of the Registrant, and Shameze Rampertab (filed as Exhibit 10.1 to our Current Report on Form 8-K/A, filed with the SEC on August 14, 2020 and incorporated by reference herein).
10.2.1+		Amendment to Employment Agreement, dated September 16, 2020, by and between Asensus Canada, Inc., on behalf of the Registrant, and Shameze Rampertab (filed as Exhibit 10.1.2 to our Registration Statement on Form S-8, filed with the SEC on November 6, 2020 and incorporated by reference herein).
10.3 +		Asensus Surgical Amended and Restated Incentive Compensation Plan, as amended and restated June 6, 2023 (filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on June 6, 2023 and incorporated herein by reference).
10.3.1 +		Form of Employee Stock Option Award Notice (incorporated by reference to Exhibit 10.4.1 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022).
10.3.2 +		Form of Employee Restricted Stock Unit/Performance Restricted Stock Unit Award Notice (incorporated by reference to Exhibit 10.3.2 to the Original Filing).
10.433 +		Form of Non-Employee Director Stock Option Agreement pursuant to the Plan (filed as Exhibit 10.4.5 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021 and incorporated herein by reference).
10.3.4 +		Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Plan (filed as Exhibit 10.4.6 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021 and incorporated herein by reference).
10.3.5 +		Form of Non-Employee Director Other Stock Award Agreement (filed as Exhibit 10.4.7 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021 and incorporated herein by reference).
10.3.6 +		Form of Non-Employee Director Stock Option Grant in Lieu of Cash Retainer (filed as Exhibit 10.4.8 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021 and incorporated herein by reference).
10.4+		Non-Qualified Deferred Compensation Plan, adopted December 8, 2021 (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022).
10.5 ++		License Contract between the European Union and Vulcanos S.r.l. (now known as Asensus Surgical Italia S.r.l.), dated September 18, 2015 (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2015 and incorporated by reference herein).
10.5.1 +++		Amendment to License Contract between the European Union and Asensus Surgical Italia S.r.l., effective July 2, 2021 (incorporated by reference to Exhibit 10.6.1 to our Annual Report on Form 10‑K for the year ended December 31, 2021, filed with the SEC on February 28, 2022).
10.6 +		Asensus Surgical Non-Employee Director Compensation Plan effective July 1, 2021 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on April 30, 2021).
10.7		Securities Purchase Agreement, dated as of July 27, 2023, among the Company and the purchasers signatory thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on July 28, 2023 and incorporated herein by reference).
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Original Filing)
23.1		Consent of BDO USA, P.C. (filed as Exhibit 23.1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024)
31.1 *		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2 *		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
97		Compensation Recoupment Policy of Asensus Surgical, Inc., effective October 2, 2023. (incorporated by reference to Exhibit 97 to the Original Filing)
104		The cover page from the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023, formatted in Inline XBRL.

+	A management contract, compensatory plan or arrangement required to be separately identified.
++	Confidential treatment has been granted for certain portions of the agreement pursuant to a confidential treatment request filed with the Commission on November 9, 2015. Such provisions have been filed separately with the Commission.
+++	Portions of this exhibit have been omitted because the information is not material and would likely cause competitive harm if publicly disclosed.
*	Filed herewith.

April 29, 2024	Asensus Surgical, Inc.

	By:	/s/ Anthony Fernando
		Anthony Fernando
		President, Chief Executive Officer
		and a Director
		(principal executive officer)

	By:	/s/ Shameze Rampertab
		Shameze Rampertab
		Executive Vice President and Chief Financial Officers
		(principal financial officer and principal accounting officer)

SEC Form 10-K/A filed by Asensus Surgical Inc. (Amendment)