News & Events

In connection with the Merger, as of the Effective Time, (i) Catherine Szyman, Michelle Brennan, Quentin Koffey, Wendy Lane, Tim Scannell, and Darlene Solomon each resigned from the board of directors of the Company and from any and all committees thereof on which they served and ceased to be directors of the Company, (ii) the director of Merger Sub (Frank McFaden) immediately prior to the Effective Time became the director of the Surviving Corporation, and (iii) except as described below eac…

Termination of a Material Definitive Agreement. In connection with the consummation of the Merger, on the Closing Date, the Company paid off all obligations owing, and terminated the commitments, under that certain Credit Agreement, dated as of December 1, 2025, by and among the Company, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent (the “ Credit Agreement ”). In connection with the termination of the Credit Agreement, on the Closing Date, all…

On the day prior to the Closing Date, the Company notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of the expected consummation of the Merger and requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 the next day with respect to delisting and deregistering the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Common Stock ceased trading prior to the opening of the market on the Clo…

As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent. Parent funded the acquisition with cash on hand.

Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share (“ Common Stock ”), of the Company (each, a “ Share ”) issued and outstanding immediately prior to the Effective Time (other than any (i) Shares owned by Parent, Merger Sub or the Company, (ii) Shares owned by any wholly owned subsidiary of Parent (other than Merger Sub) or any wholly owned subsidiary of the Company and (iii) Shares in respect…

Other Events. As previously disclosed, on February 16, 2026, Masimo Corporation, a Delaware corporation (“Masimo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Masimo, Danaher Corporation, a Delaware corporation (“Danaher”), and Mobius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Danaher (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Masimo (the “Merger”), with Masimo surviving the…