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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
Date of Report (Date of earliest event reported): October 10, 2023
____________________________
SILK ROAD MEDICAL, INC.
(Exact name of registrant as specified in its charter)
____________________________
| | |
Delaware | 001-38847 | 20-8777622 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1213 Innsbruck Drive Sunnyvale, California | 94089 |
(Address of principal executive offices) | (Zip Code) |
(408) 720-9002
(Registrant’s telephone number, including area code)
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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications 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 $0.001 Per Share | SILK | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02Results of Operations and Financial Condition.
On October 10, 2023, Silk Road Medical, Inc. (the “Company”) issued a press release disclosing its preliminary, unaudited revenue for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information is intended to be furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 10, 2023, after serving as the Company’s President and Chief Executive Officer (“CEO”) for over 11 years, Erica J. Rogers informed the Company and its Board of Directors (the “Board”) of her plans to retire from the Company following the completion of a succession process. The Company is working with an executive search firm. To ensure a smooth transition, Ms. Rogers will remain at the Company and continue to serve as CEO and as a Board member until the effective date of the Board’s appointment of her successor. Ms. Rogers’s plans to retire are for personal reasons and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01Regulation FD Disclosure.
On October 10, 2023, the Company announced the planned retirement of the Company’s CEO, Erica J. Rogers, after serving as CEO for over 11 years. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
This information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| SILK ROAD MEDICAL, INC. |
| | |
Date: October 10, 2023 | By: | /s/ Mhairi L. Jones |
| Name: | Mhairi L. Jones |
| Title: | Chief Accounting Officer and Vice President, Finance |
Exhibit 99.1
Silk Road Medical Announces Preliminary Third Quarter 2023 Revenue and
Provides Revised 2023 Outlook
SUNNYVALE, Calif. – October 10, 2023 – Silk Road Medical, Inc. (Nasdaq: SILK), a company focused on reducing the risk of stroke and its devastating impact, today announced preliminary revenue for the quarter ended September 30, 2023, and provided an update to full year 2023 revenue guidance.
Preliminary Third Quarter 2023 Revenue
Preliminary, unaudited third quarter 2023 revenue is expected to be approximately $44.4 million, an increase of 19% as compared to the prior year period.
2023 Financial Guidance
Silk Road Medical now projects revenue for the full year 2023 to range from $170 million to $174 million, which represents 23% to 26% growth over the Company’s prior year revenue.
About Silk Road Medical
Silk Road Medical, Inc. (NASDAQ: SILK), is a medical device company located in Sunnyvale, California, and Plymouth, Minnesota, that is focused on reducing the risk of stroke and its devastating impact. The company has pioneered a new approach for the treatment of carotid artery disease called TransCarotid Artery Revascularization (TCAR). TCAR is a clinically proven procedure combining surgical principles of neuroprotection with minimally invasive endovascular techniques to treat blockages in the carotid artery at risk of causing a stroke. For more information on how Silk Road Medical is delivering brighter patient outcomes through brighter clinical thinking, visit www.silkroadmed.com and connect on Twitter, LinkedIn and Facebook.
Forward-Looking Statements
Statements contained in this release that relate to future, not past, events are forward-looking statements under the Private Securities Litigation Reform Act of 1995, including Silk Road Medical’s preliminary, unaudited revenue for third quarter of 2023 and projected full year 2023 revenue guidance. Forward-looking statements are based on current expectations of future events and often can be identified by words such as “expect,” “should,” “project,” “anticipate,” “intend,” “will,” “can,” “may,” “believe,” “could,” “continue,” “outlook,” “guidance,” “future,” other words of similar meaning or the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Risks and uncertainties may cause Silk Road Medical’s actual results to be materially different than those expressed in or implied by Silk Road Medical’s forward-looking statements. For Silk Road Medical, such risks and uncertainties include, among others, a risk that Silk Road Medical’s final third quarter 2023 revenue results will deviate from the preliminary, unaudited revenue results in this release; failure to achieve anticipated revenue and other financial results for full year 2023; future operating results and financial performance; the ability to obtain an adequate supply of materials and components from its third-party suppliers; product development plans and the ability to commercialize new products in a timely manner; plans to conduct further clinical trials; the ability to obtain additional indications or new regulatory approvals or clearances for its products; use of its products by physicians;
the ability to grow its commercialization infrastructure; the effect of economic conditions and COVID-19 or similar pandemics on its business; government and third-party payer coverage and reimbursement; success in retaining and recruiting key personnel; and the ability to obtain and maintain intellectual property protection for its products. More detailed information on these and other factors that could affect Silk Road Medical’s actual results are described in its filings with the U.S. Securities and Exchange Commission, including its most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2023. Silk Road Medical undertakes no obligation to update its forward-looking statements.
Investor Contact:
Marissa Bych
Gilmartin Group
investors@silkroadmed.com
Media:
Michael Fanucchi
Silk Road Medical
mfanucchi@silkroadmed.com
Exhibit 99.2
Silk Road Medical Announces Retirement of CEO Erica Rogers
Working with Leading Executive Search Firm to Identify Successor
SUNNYVALE, Calif. – October 10, 2023 – Silk Road Medical, Inc. (Nasdaq: SILK), a company focused on reducing the risk of stroke and its devastating impact, today announced that CEO Erica Rogers plans to retire from the Company following the completion of a succession process. The Company is working with Spencer Stuart, a leading executive search firm. To ensure a smooth transition, Ms. Rogers will remain as President and CEO of the Company until her successor is appointed.
“I’d like to thank Erica for her tremendous contributions to Silk Road over the last 11 years. Erica has been integral in leading and expanding the Company’s strong operational infrastructure and commercial enterprise and driving a significant expansion of the use of Transcarotid Artery Revascularization (TCAR) and its impact on patients. She also has created an enduring, mission-focused culture at Silk Road, setting the Company apart,” said Jack Lasersohn, Chairman of the Board. “The Silk Road Medical senior leadership team and Board of Directors are well-prepared for Erica’s transition. We plan to work closely together to ensure a smooth process as we drive continued growth in the business.”
“It has been an honor to work with the Silk Road team through more than a decade of progress toward improving patients’ lives,” said Ms. Rogers. “I’m incredibly proud of the foundation we’ve built, our amazing employees, and our undeniable leadership in carotid artery disease innovation. We have set the stage for an exciting future for the Company. I look forward to supporting a smooth transition and cheering on our team as they continue to promote TCAR as the gold standard in stroke prevention.”
About Silk Road Medical
Silk Road Medical, Inc. (NASDAQ: SILK), is a medical device company located in Sunnyvale, California, and Plymouth, Minnesota, that is focused on reducing the risk of stroke and its devastating impact. The company has pioneered a new approach for the treatment of carotid artery disease called TransCarotid Artery Revascularization (TCAR). TCAR is a clinically proven procedure combining surgical principles of neuroprotection with minimally invasive endovascular techniques to treat blockages in the carotid artery at risk of causing a stroke. For more information on how Silk Road Medical is delivering brighter patient outcomes through brighter clinical thinking, visit www.silkroadmed.com and connect on Twitter, LinkedIn and Facebook.
Forward-Looking Statements
Statements contained in this release that relate to future, not past, events are forward-looking statements under the Private Securities Litigation Reform Act of 1995, including the anticipated retirement of Erica Rogers as CEO and a board member. Forward-looking statements are based on current expectations of future events and often can be identified by words such as “plan,” “expect,” “should,” “project,” “anticipate,” “intend,” “will,” “can,” “may,” “believe,” “could,” “continue,” “future,” other words of similar meaning or the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Risks and uncertainties may cause Silk Road Medical’s actual results to be materially different than those expressed in or implied by Silk Road Medical’s forward-looking statements. For Silk Road Medical, such risks and uncertainties include,
among others, risks surrounding the retirement of Ms. Rogers and the change in management and the Company’s success in retaining and recruiting key personnel. More detailed information on these and other factors that could affect Silk Road Medical’s actual results are described in its filings with the U.S. Securities and Exchange Commission, including its most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2023. Silk Road Medical undertakes no obligation to update its forward-looking statements.
Investor Contact:
Marissa Bych
Gilmartin Group
investors@silkroadmed.com
Media:
Michael Fanucchi
Silk Road Medical
mfanucchi@silkroadmed.com
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