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): March 1025, 2020

Nuvectra Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37525

30-0513847

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

5830 Granite Parkway, Suite 1100,

Plano, Texas 75024

(Address of principal executive offices, including zip code)

(214) 474-3107

(Registrant’s telephone number, including area code)

(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 obligations 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	NVTRQ	OTC Markets

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~~Explanatory ~~8.01 Other Events.~~Note

Confirmation Hearing

As previously disclosed, on November 12, 2019, Nuvectra Corporation (the “Company”) filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Chapter 11 Case”) in the U.S. Bankruptcy Court for the Eastern District of Texas (the “Bankruptcy Court”). The Chapter 11 Case is being administered under the caption In re Nuvectra Corporation, Case No. 19-43090.

OnItem March 10, 2020, the Company filed a notice with the Bankruptcy Court (the “Notice”) scheduling a confirmation hearing with respect to the Plan of Liquidation of Nuvectra Corporation Under Chapter 11 of the Bankruptcy Code (the “Plan”)7.01 ~~The~~Regulation ~~hearing~~FD ~~to confirm the Plan will commence on April 17, 2020 at 2:00 p~~Disclosure.m. CT and will take place at the Bankruptcy Court, which is located at 660 North Central Expressway, Suite 300B, Plano, TX 75074. The deadline for filing and serving objections to confirmation of the Plan is April 8, 2020 at 5:00 p.m. CT. The deadline by which ballots accepting or rejecting the Plan must be submitted is April 13, 2020 at 5:00 p.m. CT.

~~The~~Monthly ~~above~~Operating ~~summary does not purport to be complete and is qualified in its entirety to the text of the Notice, a copy of which is filed as Exhibit 99.1 to this Current~~ Report on Form 8-K and incorporated by reference herein. This Current Report on Form 8-K is not a solicitation to accept or reject the Plan. Any such solicitation will be made pursuant to and in accordance with the Disclosure Statement describing the Plan (the “Disclosure Statement”) and applicable law, including orders of the Bankruptcy Court.

~~Additional~~On ~~Information~~March ~~Regarding~~25, 2020, the ~~Chapter~~Company 11filed ~~Case~~with the Bankruptcy Court a monthly operating report for the month ended February 29, 2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

~~Filings~~The ~~with~~information ~~the~~contained ~~Bankruptcy~~in ~~Court~~this ~~related~~Item to7.01, ~~the~~including ~~Chapter~~Exhibit 1199.1 ~~Case~~incorporated ~~are available on the case website maintained~~ by ~~Kurtzman~~reference ~~Carson~~herein, ~~Consultants~~is ~~LLC~~being ~~(“KCC”),~~furnished ~~available~~under atItem ~~http://www~~7.~~kccllc.net/nuvectra.~~01 Inof ~~addition~~Form to8-K ~~accessing~~and ~~the~~shall ~~case~~not ~~website,~~be ~~any~~deemed ~~person~~“filed” ~~who~~for ~~desires~~purposes toof ~~obtain~~Section a18 ~~copy~~ of the ~~Plan~~Securities orExchange ~~the~~Act ~~Disclosure~~of ~~Statement~~1934, ~~may~~as ~~request~~amended ~~such copies by:~~ (~~a) accessing~~ the ~~Bankruptcy~~“Exchange ~~Court’s~~Act”), ~~website~~or atotherwise ~~http://www.txeb.uscourts.gov;~~subject ~~(b)~~to ~~contacting~~ the ~~Office~~liabilities of ~~the~~that ~~Clerk~~section, ofnor ~~the~~shall ~~Court,~~it ~~United~~be ~~States~~deemed ~~Bankruptcy~~incorporated ~~Court~~by ~~Eastern~~reference ~~District~~into any of ~~Texas,~~the ~~660~~Company’s ~~North~~filings ~~Central~~under ~~Expressway,~~the ~~Suite~~Securities ~~300B,~~Act ~~Plano~~of 1933, TXas ~~75074;~~amended, or ~~(c)~~the ~~contacting~~Exchange ~~KCC~~Act, atwhether ~~1-888-201-2205~~made ~~(US~~before ~~and Canada)~~ or ~~1-310-751-1839~~after ~~(outside~~ the USdate hereof and ~~Canada),~~regardless orof ~~via~~any ~~e-mail~~general atincorporation ~~NuvectraInfo@kccllc.com.~~language ~~Information~~in ~~contained~~such onfilings, orexcept ~~that~~to ~~can~~the beextent ~~accessed~~expressly ~~through,~~set ~~the~~forth ~~case~~by ~~website,~~specific ~~the~~reference ~~Bankruptcy~~in ~~Court~~such ora ~~KCC~~filing. isThe ~~not~~filing ~~part~~ of this Current Report on Form 8-K, ~~and~~shall ~~the~~not ~~Company~~be ~~disclaims~~deemed ~~liability~~an ~~for~~admission ~~any~~as ~~such~~to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

~~Forward-Looking~~Cautionary ~~Statements~~Note Regarding the Monthly Operating Report

~~This~~Investors ~~Current~~and ~~Report~~potential oninvestors ~~Form~~should ~~8-K~~not ~~contains~~place ~~“forward-looking~~undue ~~statements”~~reliance ~~within~~on the ~~meaning~~information ofcontained in the ~~Private~~Monthly ~~Securities~~Operating ~~Litigation~~Report, ~~Reform~~which ~~Act~~was ofnot ~~1995.~~prepared ~~Forward-looking~~for ~~statements~~the ~~are~~purpose ~~based~~of ~~only~~providing on the ~~Company’s~~basis ~~current~~for ~~beliefs,~~an ~~expectations~~investment ~~and~~decision ~~assumptions~~relating ~~regarding~~to ~~the~~any ~~future~~securities of the Company’s. ~~business,~~The ~~future~~Monthly ~~plans~~Operating ~~and~~Report ~~strategies,~~is ~~projections,~~limited ~~anticipated~~in ~~events and trends~~scope, ~~the~~covers ~~economy~~a ~~and~~limited ~~other~~time ~~future conditions~~period, and ~~therefore~~has ~~they~~been ~~are~~prepared ~~subject~~solely tofor ~~inherent~~the ~~uncertainties,~~purpose ~~risks~~of ~~and~~complying ~~changes~~with inthe ~~circumstances~~requirements ~~that are difficult to predict and may be outside~~ of the ~~Company’s~~Bankruptcy ~~control~~Court. The ~~Company’s~~Monthly ~~performance~~Operating ~~may~~Report ~~differ~~was ~~materially~~not ~~from~~audited ~~those~~or ~~indicated~~reviewed inby ~~the~~independent ~~forward-looking statements~~accountants, ~~and~~is ~~you~~in ~~should~~a ~~not~~format ~~rely~~prescribed onby ~~any~~applicable ofbankruptcy ~~these~~laws, ~~forward-looking~~and ~~statements. Any forward-looking statement made by the Company~~ is ~~based~~subject ~~only on information currently available~~ to ~~the~~future ~~Company~~adjustment and ~~speaks only as of the date on which it is made~~reconciliation. ~~Important~~The ~~factors~~financial ~~that~~information ~~could~~in ~~cause~~ the ~~Company’s~~Monthly ~~actual~~Operating ~~results~~Report towas ~~differ~~not ~~materially~~prepared ~~from those indicated~~ in ~~the~~accordance ~~forward-looking statements include: (i) the Company’s ability to obtain Bankruptcy Court approval~~ with ~~respect~~accounting toprinciples ~~motions~~generally accepted in the ~~Chapter~~United 11States ~~Case;~~ (ii“GAAP”) ~~whether~~and, ~~the~~therefore, ~~Chapter~~may 11exclude ~~Case~~items ~~will~~required ~~enable~~by toGAAP, ~~Company~~such toas ~~sell~~certain ~~its~~reclassifications, ~~assets~~non-cash initems, anaccruals, ~~orderly~~valuations ~~manner;~~and ~~(iii)~~disclosures. ~~the~~The ~~Company’s~~Monthly ~~ability~~Operating toReport ~~realize~~also ~~proceeds~~contains ~~from~~information ~~any~~for ~~sale~~a ofperiod ~~assets;~~which ~~(iv)~~is ~~the~~different ~~effects~~from of the ~~Chapter~~historical 11periods ~~Case~~required onin the Company’s ~~and~~reports ~~the~~under ~~interests of~~ the ~~Company’s~~Exchange ~~creditors~~Act, ~~equityholders~~ and ~~other~~such ~~stakeholders;~~information ~~(v)~~might ~~the~~not ~~length~~be indicative of ~~time~~ the Company’s ~~will~~financial ~~operate~~condition ~~under~~or ~~the~~operating ~~Chapter~~results 11that ~~Case;~~would ~~(vi)~~be ~~risks~~reflected ~~associated with third party motions~~ in the ~~Chapter~~Company’s 11financial ~~Case;~~statements ~~(vii)~~or ~~risks~~its ~~that~~reports under the ~~Chapter~~Exchange 11Act. ~~Case~~There ~~could~~can be ~~converted~~no ~~into~~assurance athat, ~~case~~from ~~under~~the ~~Chapter~~perspective 7 of ~~the~~an ~~Bankruptcy~~investor ~~Code;~~or ~~(viii)~~ potential ~~adverse~~investor ~~effects~~in of the ~~Chapter 11 Case proceedings on the~~ Company’s ~~cash~~securities, ~~position and continuing operations; (ix) risks related to~~ the ~~Company’s~~Monthly ~~ability~~Operating toReport ~~confirm~~is ~~the~~complete. ~~Plan;~~Results ~~(x) the impact of the coronavirus disease 2019 (COVID-19);~~ and ~~(xi)~~information ~~other risk factors~~ set forth in the ~~Disclosure~~Monthly ~~Statement.~~Operating ~~The~~Report ~~Company~~should ~~undertakes~~not ~~no obligation to publicly update any forward-looking statement, whether written or oral, that may~~ be ~~made~~viewed ~~from time to time, whether~~ as aindicative ~~result~~ of ~~new information,~~ future ~~developments or otherwise~~results.

Item 8.01 Other Events.

Cessation of Patient Support

The Company is permanently ending its operations. This decision is a result of the sale of the Company’s intellectual property and certain other assets to Cirtec Medical Corporation on March 17, 2020, in addition to travel restrictions on the Company’s representatives as a result of the ongoing coronavirus (COVID-19) pandemic.

This means:

●

The Company has ceased all field patient support, product warranty replacements and treatment activities, effective immediately.

●

The Company will continue to provide patient support by phone through confirmation of the Plan of Liquidation of Nuvectra Corporation Under Chapter 11 of the Bankruptcy Code (the “Plan”), which may be as early as April 17, 2020. Thereafter, those services will not be available.

●

The Company cannot provide adjustments to therapy or reprogramming.

●

MRIs can no longer be cleared and the conditions for MRIs cannot be met.

●

The Company is no longer offering patient education or troubleshooting programs.

●

Programmer or equipment replacements are no longer available – it is vital that patients keep their current products charged at this time.

The Company cannot make specific recommendations regarding patient medical care, and the Company urges patients to consult their physician if they have questions about keeping or removing their device.

Update Regarding Confirmation Hearing

Due to the ongoing coronavirus (COVID-19), it is anticipated that the confirmation hearing with respect to the Plan, previously scheduled for April 17, 2020 at 2:00 p.m. CT at the Bankruptcy Court, will be postponed to a later date. Such later date has not yet been determined but is anticipated to fall in May.

Additional Information Regarding the Chapter 11 Case

Filings with the Bankruptcy Court related to the Chapter 11 Case, including the Plan and the Disclosure Statement describing the Plan (the “Disclosure Statement”), are available electronically at http://www.kccllc.net/nuvectra. Information contained on, or that can be accessed through, such website or the Bankruptcy Court is not part of this Current Report on Form 8-K, and the Company disclaims liability for any such information. This Current Report on Form 8-K is not a solicitation to accept or reject the Plan. Any such solicitation will be made pursuant to and in accordance with the Disclosure Statement and applicable law, including orders of the Bankruptcy Court.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 ~~Notice~~Monthly ofOperating ~~Confirmation~~Report ~~Hearing~~for the month ended February 29, 2020 as filed with the Bankruptcy Court on March 1025, 2020

SIGNATURES

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 hereunto duly authorized.

	NUVECTRA CORPORATION
Date: March 16, 2020	/s/ Jennifer J. Kosharek
Date: March 25, 2020	/s/ Jennifer J. Kosharek
	Jennifer J. Kosharek
	Chief Financial Officer

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