Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:



Preliminary Proxy Statement






Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))






Definitive Proxy Statement






Definitive Additional Materials






Soliciting Material Pursuant to §240.14a-12

 

Cogentix Medical, Inc.

(Name of Registrant as Specified in its Charter)
Not Applicable

(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):



No fee required.






Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.




 

(1)

Title of each class of securities to which transaction applies:

 



 

(2)

Aggregate number of securities to which transaction applies:

 



 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 



 

(4)

Proposed maximum aggregate value of transaction:

 



 

(5)

Total fee paid:

 





Fee paid previously with preliminary materials.






Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



 

(1)

Amount Previously Paid:

 



 

(2)

Form, Schedule or Registration Statement No.:

 



 

(3)

Filing Party:

 



 

(4)

Date Filed:

 

 







 

Cogentix Medical, Inc.

5420 Feltl Road

Minnetonka, Minnesota 55343
October 11, 2016
Dear Stockholders:
On behalf of the Board of Directors of Cogentix Medical, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our), we cordially invite you to join us for a special meeting of stockholders of the Company, to be held on Thursday, November 3, 2016, at 8:30 a.m., Central Daylight Time, at the Company’s headquarters at 5420 Feltl Road, Minnetonka, MN 55343. At the meeting, we will discuss and vote on the matters described in the accompanying notice and proxy statement. Please read these proxy materials with care.
It is important that your shares be represented at the meeting, regardless of the number of shares you hold. Accordingly, please ensure your shares are voted at the meeting by completing, signing, dating and returning the enclosed proxy card, or by following the Internet or telephone voting instructions as described in the accompanying proxy statement, or by following the voting instructions on the Notice Regarding the Availability of Proxy Materials you received for the meeting.
On behalf of the Company’s Board of Directors and management, it is my pleasure to express our appreciation for your support.
Sincerely,
Darin Hammers

President and Chief Executive Officer

 

Your vote is important. Please ensure your shares will be voted at the meeting as soon as possible by completing, signing, dating and returning the enclosed proxy card, or by following the Internet or telephone voting instructions as described in the accompanying proxy statement.  By doing so, you may save us the expense of additional solicitation.

 

i

   NOTICE OF SPECIAL MEETING OF

STOCKHOLDERS TO BE HELD ON THURSDAY, NOVEMBER 3, 2016
To the Stockholders of Cogentix Medical, Inc.:
A Special Meeting of the Stockholders of Cogentix Medical, Inc., a Delaware corporation, will be held on Thursday, November 3, 2016, at 8:30 a.m., Central Daylight Time, at the Company’s headquarters at 5420 Feltl Road, Minnetonka, MN 55343, to consider and vote on the following proposals:






Proposal 1: A proposal to approve, as required by and in accordance with NASDAQ Rule 5635(b), the issuance of 16,129,033 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), at a purchase price per share of $1.55, on the terms and subject to the conditions set forth in the Securities Purchase Agreement, dated as of September 7, 2016 (the “Purchase Agreement”), between the Company and Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (the “Investor” or “Accelmed”).





Proposal 2: A proposal to approve, as required by and in accordance with NASDAQ Rule 5635(b), the exchange of all the outstanding principal amount of and accrued interest on the promissory notes made by the Company and purchased by Lewis C. Pell for shares of Common Stock, at a price per share of $1.67, on the terms and subject to the conditions set forth in the Note Exchange Agreement, dated as of September 7, 2016 (the “Note Exchange Agreement”), between the Company and Mr. Pell. Assuming the closing of the Note Exchange Agreement occurs on November 3, 2016, Mr. Pell will be issued 17,688,423 shares of Common Stock thereunder.





Proposal 3: A proposal to permit the Company’s Board of Directors to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the proposals.

Only stockholders of record at the close of business on September 23, 2016 will be entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof. A stockholder list will be available at the Company’s corporate offices beginning 10 days prior to the date of the meeting during normal business hours and at the special meeting during the whole time thereof for examination by any stockholder for any purpose germane to the meeting.
We cordially invite all stockholders to attend the special meeting in person. However, regardless of whether you plan to attend the special meeting in person, we urge you to complete, sign and date the enclosed proxy card and return it promptly in the envelope provided . No postage is required if you mail the proxy in the United States. Stockholders who attend the special meeting may revoke their proxy and vote their shares in person.

 

ii




 

By Order of the Board of Directors,

 

 

 

Darin Hammers

 

President and Chief Executive Officer

October 11, 2016

 

Minnetonka, Minnesota

 

 

iii





TABLE OF CONTENTS

 

 

Page

 

 

Questions and Answers About the Special Meeting and Related Matters

2

Overview

7

Share Ownership of Certain Beneficial Owners, Management and Directors

39

Other Business

43

As used in this proxy statement, references to the “Company,” “we,” “us,” “our” and similar references refer to Cogentix Medical, Inc. and our consolidated subsidiaries, and the term “Common Stock” refers to our common stock, par value $0.01 per share.

 

iv


Table of Contents

5420 Feltl Road

Minnetonka, Minnesota 55343

 



PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

 

TO BE HELD

ON

THURSDAY,

NOVEMBER 3,

2016

 



This proxy statement and the enclosed proxy card are being mailed to stockholders on or about September 23, 2016 and are furnished in connection with the solicitation of proxies by the Board of Directors of Cogentix Medical, Inc. (or, if applicable, a committee thereof) (the “Board” or “Board of Directors”) for use at a special meeting of stockholders (the “Special Meeting”) to be held on, Thursday, November 3, 2016 at 8:30 am, Central Daylight Time, at the Company’s headquarters at 5420 Feltl Road, Minnetonka, MN 55343, and at any adjournments or postponements thereof.
This proxy statement summarizes the information you need to know to vote at the Special Meeting. You do not need to attend the Special Meeting to vote your shares. Instead, you may vote your shares by marking, signing, dating and returning the enclosed proxy card, or by following the Internet or telephone voting instructions as described herein, or by following the voting instructions on the Notice Regarding the Availability of Proxy Materials you received for the meeting.
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