NVTR Nuvectra Corporation

Item 8.01     Other Events.

Approval of Sales Process Bidding Procedures

In the Chapter 11 Case, the Company is conducting a sales process to sell the assets of the Company to one or more bidders under the supervision of the Bankruptcy Court pursuant to Section 363 of the U.S. Bankruptcy Code. On January 13, 2020, the Bankruptcy Court entered an order approving, among other things, the bidding procedures to be used in connection with the sale of the Company’s assets (the “Order”). In accordance with the Order, the Company will conduct an auction on February 27, 2020, commencing at 10:00 a.m. CT, at the offices of Norton Rose Fulbright US LLP, 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201, to determine the highest or otherwise best Qualified Bid (as defined in the Order). In order to participate in the auction, a bidder must submit a Qualified Bid to the Company in writing no later than February 24, 2020 at 5:00 p.m. CT. The Bankruptcy Court is scheduled to conduct a sale hearing to approve a sale of the Company’s assets on March 6, 2020 at 10:00 a.m. CT, and the Order provides that the sale of the assets is scheduled to close no later than March 19, 2020.

Stalking Horse Protections

The Company may select a Qualified Bid as a “stalking horse” bid. The Order provides that if a stalking horse bidder executes a purchase agreement on or before February 7, 2020, the stalking horse bidder is entitled to receive deal protections consisting of (i) reimbursement of reasonable out-of-pocket expenses, subject to an aggregate cap of $250,000, and (ii) payment of a break-up fee equal to 3.0% of the cash purchase price set forth in the stalking horse bidder’s Qualified Bid.

The above summary does not purport to be complete and is qualified in its entirety to the text of the Order, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

Additional Information Regarding the Chapter 11 Case

Filings with the Bankruptcy Court related to the Chapter 11 Case 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.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions, and therefore they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and may be outside of the Company’s control. The Company’s performance may differ materially from those indicated in the forward-looking statements, and you should not rely on any of these forward-looking statements. Any forward-looking statement made by the Company is based only on information currently available to the Company and speaks only as of the date on which it is made. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include: (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Case; (ii) whether the Chapter 11 Case will enable to Company to sell its assets in an orderly manner (including whether any Qualified Bids will be submitted and whether any sale of the Company’s assets will be consummated by the closing deadline set by the Bankruptcy Court); (iii) the effects of the Chapter 11 Case on the Company and the interests of the Company’s creditors, equityholders and other stakeholders; (iv) the length of time the Company will operate under the Chapter 11 Case; (v) risks associated with third party motions in the Chapter 11 Case; and (vi) potential adverse effects of the Chapter 11 Case proceedings on the Company’s cash position and continuing operations. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.