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): June 30, 2009
NUVASIVE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50744
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33-0768598 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification
Number) |
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices, with zip code)
(858) 909-1800
(Registrant’s telephone number, including area code)
n/a
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On June 30, 2009, NuVasive, Inc., a Delaware corporation (the “Company”), issued 293,331
shares of its common stock (the “Shares”) to Osiris Therapeutics, Inc., a Delaware corporation
(“Osiris”), in connection with a scheduled milestone payment pursuant to an Asset Purchase
Agreement between the Company and Osiris dated May 8, 2008, as amended. The Shares were issued to
Osiris in reliance on the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended, and/or Rule 506 of Regulation D promulgated under the Securities Act. The
Company anticipates registering the Shares for resale.