VSCI / - Depositi SEC, Relazione annuale, dichiarazione di delega

CGNT / Cogentix Medical, Inc. 15-12G

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-20970 COGENTIX MEDICAL, INC. (Exact name of registrant as specif

CGNT / Cogentix Medical, Inc. POS AM

POS AM Registration Nos. 333-178834 Registration Nos. 333-217385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT NO. 333-178834 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-217385 UNDER THE SECURITIES ACT OF 1933 Cogentix Medical, Inc. (Exact Name of Registrant as Specified in its

CGNT / Cogentix Medical, Inc. POS AM

POS AM Registration Nos. 333-178834 Registration Nos. 333-217385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT NO. 333-178834 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-217385 UNDER THE SECURITIES ACT OF 1933 Cogentix Medical, Inc. (Exact Name of Registrant as Specified in its

CGNT / Cogentix Medical, Inc. S-8 POS

S-8 POS Registration Nos. 333-72547, 333-48654, 333-148721, 333-154150, 333-170357, 333-203135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-72547 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48654 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333

CGNT / Cogentix Medical, Inc. S-8 POS

S-8 POS Registration Nos. 333-72547, 333-48654, 333-148721, 333-154150, 333-170357, 333-203135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-72547 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48654 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333

CGNT / Cogentix Medical, Inc. S-8 POS

S-8 POS Registration Nos. 333-72547, 333-48654, 333-148721, 333-154150, 333-170357, 333-203135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-72547 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48654 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333

CGNT / Cogentix Medical, Inc. S-8 POS

S-8 POS Registration Nos. 333-72547, 333-48654, 333-148721, 333-154150, 333-170357, 333-203135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-72547 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48654 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333

CGNT / Cogentix Medical, Inc. S-8 POS

S-8 POS Registration Nos. 333-72547, 333-48654, 333-148721, 333-154150, 333-170357, 333-203135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-72547 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48654 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333

CGNT / Cogentix Medical, Inc. S-8 POS

S-8 POS Registration Nos. 333-72547, 333-48654, 333-148721, 333-154150, 333-170357, 333-203135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-72547 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48654 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 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): April 20, 2018 Cogentix Medical, Inc. (Exact Name of registrant as Specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commissi

Separation and Release of Claims Agreement, dated April 23, 2018, by and among Brett Reynolds, Cogentix Medical, Inc. and Laborie Medical Technologies, Corp.

EX-10.2 Exhibit 10.2 April 23, 2018 Brett Reynolds 5420 Feltl Road, Minnetonka, Minnesota 55343 Dear Brett: This letter, upon your signature, will serve as the Separation and Release of Claims agreement (this “Release”) between you, Cogentix Medical, Inc., a Minnesota corporation (“Cogentix”) and Laborie Medical Technologies, Corp., a Delaware corporation (“Laborie”) (Cogentix and Laborie and thei

Laborie Medical Technologies and Cogentix Medical Announce Completion of Acquisition of Cogentix Medical by Laborie Medical Technologies

EX-99.2 Exhibit 99.2 Laborie Medical Technologies and Cogentix Medical Announce Completion of Acquisition of Cogentix Medical by Laborie Medical Technologies TORONTO, CANADA and MINNETONKA, MINN (April 23, 2018)—Laborie Medical Technologies (“Laborie”) and Cogentix Medical, Inc. (NASDAQ: CGNT) (“Cogentix”) today announced the completion of the acquisition by Laborie of Cogentix through Laborie’s a

Separation and Release of Claims Agreement, dated April 24, 2018, by and among Darin Hammers, Cogentix Medical, Inc. and Laborie Medical Technologies, Corp.

EX-10.1 Exhibit 10.1 April 24, 2018 Darin Hammers 5420 Feltl Road, Minnetonka, Minnesota 55343 Dear Darin: This letter, upon your signature, will serve as the Separation and Release of Claims agreement (this “Release”) between you, Cogentix Medical, Inc., a Minnesota corporation (“Cogentix”) and Laborie Medical Technologies, Corp., a Delaware corporation (“Laborie”) (Cogentix and Laborie and their

CGNT / Cogentix Medical, Inc. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Cogentix Medical, Inc. (Name of Subject Company) Cogentix Medical, Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Secur

Press Release issued by Laborie Medical Technologies Canada ULC, dated April 21, 2018 (incorporated herein by reference to Exhibit (a)(5)(iii) to Amendment No. 1 to the Schedule TO of Camden Merger Sub, Inc. and LM US Parent, Inc. filed with the SEC on April 23, 2018).

EX-99.(A)(5)(III) 2 d568340dex99a5iii.htm EX-99.(A)(5)(III) Exhibit (a)(5)(iii) Laborie Medical Technologies Announces Successful Completion of Tender Offer for Cogentix Medical, Inc. Toronto, Canada (April 21, 2018)—Laborie Medical Technologies (“Laborie”) announced the successful completion of the tender offer by its affiliate Camden Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of

CGNT / Cogentix Medical, Inc. / Camden Merger Sub, Inc. - SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Cogentix Medical, Inc. (Name of Subject Company (Issuer)) Camden Merger Sub, Inc. (Offeror) a direct wholly owned direct subsidiary of LM US Parent, Inc. (Parent of Offeror) Investor AB (Othe

CGNT / Cogentix Medical, Inc. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)( 4) OF THE SECURITIES EXCHANGE ACT OF 1934 Cogentix Medical, Inc. (Name of Subject Company) Cogentix Medical, Inc. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 19243A

CGNT / Cogentix Medical, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017. ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-20970 COGENTIX MEDICAL, INC. (Exact name of registrant as specified i

SUBSIDIARIES OF COGENTIX MEDICAL, INC. December 31, 2017

EX-21.1 2 ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF COGENTIX MEDICAL, INC. December 31, 2017 Subsidiary State or Other Jurisdiction of Incorporation Machida Incorporated Delaware Uroplasty, LLC Delaware Uroplasty BV The Netherlands Uroplasty Ltd. United Kingdom Genesis Medical Holdings Limited United Kingdom Genesis Medical Limited United Kingdom Genesis Medical (Sales) Limited United Ki

[Signature Page Follows.]

EX-99.(d)(6) Exhibit (d)(6) Confidential February 22, 2018 Accelmed Growth Partners, L.P. c/o Accelmed Growth Partners Management Ltd. 6 Hachoshlim St. 6th Floor Herzliya Pituach, 46120 Re: Mutual Nondisclosure Agreement Joinder Dear Sir or Madam: Reference is made to that certain Mutual Nondisclosure Agreement, entered into and effective as of June 16, 2017 (the “Agreement”), by and between Cogen

[Signature Page Follows.]

EX-99.(d)(5) Exhibit (d)(5) Confidential February 22, 2018 Lewis Pell c/o Cogentix Medical, Inc. 5420 Feltl Road, Minnetonka, Minnesota 55343 Re: Mutual Nondisclosure Agreement Joinder Dear Mr. Pell: Reference is made to that certain Mutual Nondisclosure Agreement, entered into and effective as of June 16, 2017 (the “Agreement”), by and between Cogentix Medical, Inc. (the “Company”) and Laborie Me

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EX-99.(E)(10) 8 d558861dex99e10.htm EX-99.(E)(10) Exhibit (e)(10) Uroplasty, Inc. 5420 Feltl Road Minnetonka, MN 55343 USA TOLL FREE 866 258 2182 FAX 952 426 6199 WWW uroplasty.com December 30, 2014 Chris Arnold 345 Bayshore Blvd, Unit 1913 Tampa, FL 33606 Dear Chris, We are pleased to offer you at-will employment as Vice President of Sales- Office and ASC, at Uroplasty, Inc. (“Uroplasty” or “the

MUTUAL NONDISCLOSURE AGREEMENT

EX-99.(D)(4) 3 d558861dex99d4.htm EX-99.(D)(4) Exhibit (d)(4) MUTUAL NONDISCLOSURE AGREEMENT THIS MUTUAL NONDISCLOSURE AGREEMENT (the “Agreement”) is entered into and effective as of June 16, 2017, by and between, Cogentix Medical, Inc., a Delaware corporation, with an address at 5420 Feltl Road, Minnetonka, MN 55343 (the “Company”), and Laborie Medical Technologies Canada ULC, with an address at

CGNT / Cogentix Medical, Inc. SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EX (a)(2)(ii)

EX-99.(a)(2)(ii) EX (a)(2)(ii) March 26, 2018 To our Stockholders: We are pleased to inform you that Cogentix Medical, Inc. (the “Company”) has entered into a merger agreement providing for the acquisition of the Company by LM US Parent, Inc. (“Parent”), an affiliate of Laborie Medical Technologies Canada ULC (“Laborie”). In accordance with the merger agreement, Parent, through an indirect wholly

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EX-99.(D)(9) 6 d558861dex99d9.htm EX-99.(D)(9) Exhibit (d)(9) February 11, 2018 PRIVATE & CONFIDENTIAL Michael Frazzette President and CEO Laborie Medical Technologies Canada ULC 6415 Northwest Drive, Unit 11 Mississauga, ON, Canada L4V 1X1 Dear Mr. Frazzette: Reference is hereby made to your Indication of Interest, dated February 10, 2018, regarding your interest in a proposed acquisition (the “T

EXCERPTS FROM THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY THE COMPANY WITH THE SEC ON APRIL 25, 2017

EX-99.(e)(1) Exhibit (e)(1) EXCERPTS FROM THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY THE COMPANY WITH THE SEC ON APRIL 25, 2017 Information About Director Appointments in Connection with the Pell Debt Conversion and Accelmed Investment As a result of the Securities Purchase Agreement dated September 7, 2016 with Accelmed (the “Purchase Agreement”), and the Note Exchange Agreement date

Offer To Purchase All Outstanding Shares of Common Stock COGENTIX MEDICAL, INC. $3.85 Per Share, Net in Cash CAMDEN MERGER SUB, INC. a wholly owned subsidiary LM US PARENT, INC.

EX-99.(A)(1)(I) 2 d556722dex99a1i.htm EX-99.(A)(1)(I) Exhibit (a)(1)(i) Offer To Purchase All Outstanding Shares of Common Stock of COGENTIX MEDICAL, INC. at $3.85 Per Share, Net in Cash by CAMDEN MERGER SUB, INC. a wholly owned subsidiary of LM US PARENT, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY APRIL 20, 2018, UNLESS THE OFFER I

LETTER OF TRANSMITTAL To Tender Shares of Common Stock COGENTIX MEDICAL, INC. $3.85 NET PER SHARE Pursuant to the Offer to Purchase dated March 26, 2018 CAMDEN MERGER SUB, INC., a wholly-owned subsidiary of LM US PARENT, INC.

EX-99.(A)(1)(II) 3 d556722dex99a1ii.htm EX-99.(A)(1)(II) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of COGENTIX MEDICAL, INC. at $3.85 NET PER SHARE Pursuant to the Offer to Purchase dated March 26, 2018 by CAMDEN MERGER SUB, INC., a wholly-owned subsidiary of LM US PARENT, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE

RESTRICTIVE COVENANT AGREEMENT

EX-99.(d)(8) Exhibit (d)(8) RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is delivered as of March 11, 2018 by Accelmed Growth Partners Management Ltd., a Cayman Islands private limited company (“Accelmed”), to LM US Parent, Inc., a Delaware corporation (“Parent”), and is for the benefit of Parent and the Acquired Companies. W I T N E S S E T H: WHEREAS, an

Offer to Purchase All Outstanding Shares of Common Stock COGENTIX MEDICAL, INC. $3.85 Per Share, Net in Cash Pursuant to the Offer to Purchase dated March 26, 2018 CAMDEN MERGER SUB, INC. a wholly owned subsidiary LM US PARENT, INC.

EX-99.(a)(1)(v) Exhibit (a)(1)(v) Offer to Purchase All Outstanding Shares of Common Stock of COGENTIX MEDICAL, INC. at $3.85 Per Share, Net in Cash Pursuant to the Offer to Purchase dated March 26, 2018 by CAMDEN MERGER SUB, INC. a wholly owned subsidiary of LM US PARENT, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, APRIL 20, 2018,

RESTRICTIVE COVENANT AGREEMENT

EX-99.(d)(7) Exhibit (d)(7) RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is delivered as of March 11, 2018 by Lewis C. Pell, an individual resident of the State of New York (“Pell”), to LM US Parent, Inc., a Delaware corporation (“Parent”), and is for the benefit of Parent and the Acquired Companies. W I T N E S S E T H: WHEREAS, Pell owns an interest in Co

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EX-99.(d)(10) Exhibit (d)(10) March 11, 2018 LM US Parent, Inc. 400 Avenue D, Suite 10 Williston, VT 05495 Camden Merger Sub, Inc. 400 Avenue D, Suite 10 Williston, VT 05495 Re: Letter Agreement Ladies and Gentlemen: Laborie Medical Technologies Canada ULC, an unlimited liability company incorporated under the laws of British Columbia (“Investor”), is pleased to offer this (i) commitment, subject

CGNT / Cogentix Medical, Inc. SC TO-T

SC TO-T 1 d556722dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Cogentix Medical, Inc. (Name of Subject Company (Issuer)) Camden Merger Sub, Inc. (Offeror) a direct wholly owned direct subsidiary of LM US Parent, Inc. (Parent of Offeror) Investor

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock COGENTIX MEDICAL, INC. $3.85 Per Share, Net in Cash Pursuant to the Offer to Purchase dated March 26, 2018 CAMDEN MERGER SUB, INC. a wholly owned subsidiary LM US PARENT, INC.

EX-99.(A)(1)(III) 4 d556722dex99a1iii.htm EX-99.(A)(1)(III) Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of COGENTIX MEDICAL, INC. at $3.85 Per Share, Net in Cash Pursuant to the Offer to Purchase dated March 26, 2018 by CAMDEN MERGER SUB, INC. a wholly owned subsidiary of LM US PARENT, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YO

Notice of Offer to Purchase All Outstanding Shares of Common Stock COGENTIX MEDICAL, INC. $3.85 Per Share, Net in Cash CAMDEN MERGER SUB, INC. a wholly owned subsidiary LM US PARENT, INC.

EX-99.(a)(1)(vi) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated March 26, 2018, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (n

Offer to Purchase All Outstanding Shares of Common Stock COGENTIX MEDICAL, INC. $3.85 Per Share, Net in Cash Pursuant to the Offer to Purchase dated March 26, 2018 CAMDEN MERGER SUB, INC. a wholly owned subsidiary LM US PARENT, INC.

EX-99.(a)(1)(iv) Exhibit (a)(1)(iv) Offer to Purchase All Outstanding Shares of Common Stock of COGENTIX MEDICAL, INC. at $3.85 Per Share, Net in Cash Pursuant to the Offer to Purchase dated March 26, 2018 by CAMDEN MERGER SUB, INC. a wholly owned subsidiary of LM US PARENT, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, APRIL 20, 2018

CGNT / Cogentix Medical, Inc. / Accelmed Growth Partners, L.P. - SC 13D AMENDMENT NO. 1 Activist Investment

SC 13D Amendment No. 1 CUSIP No. 19243A 104 13D Page 1 of 9 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cogentix Medical, Inc. (Name of Issuer) Common Stock. $0.01 par value (Title of Class of Securities) 19243A 104 (CUSIP Number) Uri Geiger Accelmed Growth Partners, L.P. 6 Ha

CGNT / Cogentix Medical, Inc. / PELL LEWIS C - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 19)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 19243A104 (CUSIP Number) Lewis C. Pell 40 Ramland Road South Orangeburg, New York 10962 (845) 359-2250 (Name, Address and Telephone Number of Person Autho

CGNT / Cogentix Medical, Inc. / Camden Merger Sub, Inc. - CAMDEN MERGER SUB, INC. Activist Investment

Camden Merger Sub, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* COGENTIX MEDICAL, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 19243A104 (CUSIP Number) James C.H. Lee K&L Gates LLP 599 Lexington Avenue New York, NY 10022 (212) 536-3900 (Name, Addr

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares of Cogentix Medical, Inc.

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Equity Commitment Letter Execution Version March 11, 2018 LM US Parent, Inc. 400 Avenue D, Suite 10 Williston, VT 05495 Camden Merger Sub, Inc. 400 Avenue D, Suite 10 Williston, VT 05495 Re: Letter Agreement Ladies and Gentlemen: Laborie Medical Technologies Canada ULC, an unlimited liability company incorporated under the laws of British Columbia (“Investor”), is pleased to offer this (i) commitm

CGNT / Cogentix Medical, Inc. SC 14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Cogentix Medical, Inc. (Name of Subject Company) Cogentix Medical, Inc. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 19243A104 (CUSIP Number of Class of

TENDER AND SUPPORT AGREEMENT

Exhibit 99.1 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 11, 2018, is by and among LM US Parent, Inc., a corporation incorporated under the laws of Delaware (“Parent”), Camden Merger Sub, Inc., a corporation incorporated under the laws of Delaware (“Merger Sub”), and the Person listed as “Stockholder” on the signature page

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 11, 2018 COGENTIX MEDICAL, INC. (Exact Name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission F

March 12, 2018

Exhibit 99.3 March 12, 2018 Cogentix Medical Enters Definitive Merger Agreement to be Acquired by Laborie Medical Technologies for a Purchase Price of $3.85 Per Share in Cash MINNEAPOLIS, March 12, 2018 /PRNewswire/ - Cogentix Medical, Inc. (NASDAQ: CGNT), announced today that it has entered into a definitive merger agreement, under which Laborie Medical Technologies (LABORIE) will acquire all of

AGREEMENT ARTICLE I AGREEMENT TO TENDER

Exhibit 99.2 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 11, 2018, is by and among LM US Parent, Inc., a corporation incorporated under the laws of Delaware (“Parent”), Camden Merger Sub, Inc., a corporation incorporated under the laws of Delaware (“Merger Sub”), and the Person listed as “Stockholder” on the signature page

Letter to Cogentix Medical, Inc. Employees dated March 12, 2018

Exhibit 99.4 Letter to Cogentix Medical, Inc. Employees dated March 12, 2018 To all Cogentix Medical Employees: I am pleased to announce today, Cogentix Medical has entered into a merger agreement with LABORIE. This agreement will result in a tender offer for Cogentix shares, which we expect to be public within the next 10 business days. The tender will be open for a minimum of 20 business days. W

Agreement and Plan of Merger, dated as of March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc. and Cogentix Medical, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. with the SEC on March 12, 2018).

EX-2.1 2 ex21.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among LM US PARENT, INC., CAMDEN MERGER SUB, INC. and COGENTIX MEDICAL, INC. dated as of March 11, 2018 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Directors 6 ARTICLE II THE MERGER 6 Section 2.1 The Merger 6 Section 2.2 Closing; Effecti

Amendment to the Amended and Restated By-laws of Cogentix Medical, Inc. ARTICLE 7 – Exclusive Forum

Exhibit 3.1 Amendment to the Amended and Restated By-laws of Cogentix Medical, Inc. ARTICLE 7 – Exclusive Forum 7.1 Exclusive Forum. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for all “internal corporate claims.” “Internal corporate claims” mean claims, including claims in

CGNT / Cogentix Medical, Inc. CAMDEN MERGER SUB, INC.

SC TO-C 1 d521706dsctoc.htm CAMDEN MERGER SUB, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 COGENTIX MEDICAL, INC. (Name of Subject Company (Issuer)) Camden Merger Sub, Inc. (Offeror) a direct wholly owned subsidiary of LM US Parent, Inc. (Parent of Offeror)

LABORIE Medical Technologies to acquire Cogentix Medical Inc., for $214 million

Exhibit 99.1 175 Galaxy Blvd, Suite 200 Building B Toronto, ON, Canada M9W 0C9 Tel: 905.612.1170 LABORIE Medical Technologies to acquire Cogentix Medical Inc., for $214 million TORONTO, CANADA, March 12, 2018 - LABORIE Medical Technologies, a leading global developer and manufacturer of medical diagnostics and devices in the pelvic health and gastroenterology market, today announces the execution

CGNT / Cogentix Medical, Inc. / Nantahala Capital Management, LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv485818sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 19243A104 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 6, 2018 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Cogentix Medical Announces 17% Preliminary Fourth Quarter 2017 Year-Over-Year Revenue Growth Company expects similar growth for full year 2018 Cogentix Medical also announces the launch of its dedicated urology R&D Center in Israel

Exhibit 99.1 Cogentix Medical Announces 17% Preliminary Fourth Quarter 2017 Year-Over-Year Revenue Growth Company expects similar growth for full year 2018 Cogentix Medical also announces the launch of its dedicated urology R&D Center in Israel MINNEAPOLIS, MN, February 6, 2018 ? Cogentix Medical, Inc. (NASDAQ: CGNT), today announced preliminary revenue for the fourth quarter and full-year ended D

AMENDED AND RESTATED BY-LAWS COGENTIX MEDICAL, INC., AS AMENDED ON JUNE 5, 2017 ARTICLE 1 – Stockholders

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF COGENTIX MEDICAL, INC., AS AMENDED ON JUNE 5, 2017 ARTICLE 1 – Stockholders 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office of the corporation. 1.2 Ann

CGNT / Cogentix Medical, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2017 ☐ Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission File No. 000-20970 COGENTIX M

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION COGENTIX MEDICAL, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGENTIX MEDICAL, INC. The present name of the Corporation is Cogentix Medical, Inc. The Corporation was incorporated under the name "Machida Incorporated" by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on October 19, 1987. This Amended and Restated Certificate of Incor

Cogentix Medical Reports Third Quarter Results; Second Highest Quarterly Revenue in Company History Conference Call Today at 4:30 p.m. ET

Exhibit 99.1 Cogentix Medical Reports Third Quarter Results; Second Highest Quarterly Revenue in Company History Conference Call Today at 4:30 p.m. ET MINNEAPOLIS, MN, November 7, 2017 – Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company focused on providing the Urology, Uro/Gyn and Gynecology markets with innovative and proprietary products, today reported financial results fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2017 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

CGNT / Cogentix Medical, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2017 ☐ Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission File No. 000-20970 COGENTIX MEDICA

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2017 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission F

Cogentix Medical Reports Strong Second Quarter Operating Results with 11% Urology Revenue Growth; Recently Executed Business Development Transactions Expected to Add Approximately 10 Points of Urology Revenue Growth in 2018 Conference Call Today at 4

Exhibit 99.1 Cogentix Medical Reports Strong Second Quarter Operating Results with 11% Urology Revenue Growth; Recently Executed Business Development Transactions Expected to Add Approximately 10 Points of Urology Revenue Growth in 2018 Conference Call Today at 4:30 p.m. ET MINNEAPOLIS, MN, August 1, 2017 – Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company focused on providing

Cogentix Medical Signs Agreement to Launch Endo-Urology Product Line in US; Launch to Further Increase Urology Products Growth Rate During 2018

Exhibit 99.1 Cogentix Medical Signs Agreement to Launch Endo-Urology Product Line in US; Launch to Further Increase Urology Products Growth Rate During 2018 MINNEAPOLIS, MN, July 18, 2017 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company focused on providing the Urology, Uro/Gyn and Gynecology markets with innovative and proprietary products, today announced that it has ente

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 the report (Date of earliest event reported): July 18, 2017 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Commissio

Submission of Matters to a Vote of Security Holders

8-K 1 form8k.htm 8-K 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 5, 2017 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorpora

Cogentix Medical, Inc. Conflict Minerals Report Dated: May 31, 2017 For Reporting Period from January 1 to December 31, 2016

Exhibit 1.01 Cogentix Medical, Inc. Conflict Minerals Report Dated: May 31, 2017 For Reporting Period from January 1 to December 31, 2016 Introduction The following report is the Conflict Minerals Report for Cogentix Medical, Inc. for the reporting period from January 1 to December 31, 2016. This report is being filed as an exhibit to Cogentix Medical?s specialized report on Form SD (? Form SD?),

Cogentix Medical SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5420 Feltl Road Minnetonka, Minnesota 55343 (Address of principal executi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 the report (Date of earliest event reported): May 19, 2017 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Commission

FOURTH AMENDMENT TO SUPPLY AGREEMENT

Exhibit 10.7 FOURTH AMENDMENT TO SUPPLY AGREEMENT This FOURTH AMENDMENT TO SUPPLY AGREEMENT (this ? Amendment?) is entered into as of March 31, 2014 (the ? Amendment Effective Date?), by and between Uroplasty, Inc. (? Purchaser?), and Covidien Sales LLC (assignee in interest of Covidien LP, f/k/a Tyco Healthcare Group LP) (? Supplier?). Supplier and Purchaser are both parties to a Supply Agreement

COVIDIEN UNI-PATCH DIVISION SECOND AMENDMENT SUPPLY AGREEMENT

EX-10.5 3 ex105.htm EXHIBIT 10.5 Exhibit 10.5 COVIDIEN UNI-PATCH DIVISION SECOND AMENDMENT TO SUPPLY AGREEMENT This Second Amendment, entered into as of the 24th day of March, 2010 (the "Second Amendment"), is by and between Tyco Healthcare Group LP (d/b/a Covidien), a Delaware limited partnership, acting through its Uni-Patch Division, having a place of business at 1313 West Grant Boulevard, Waba

COVIDIEN UNI-PATCH DIVISION FIRST AMENDMENT SUPPLY AGREEMENT

Exhibit 10.4 COVIDIEN UNI-PATCH DIVISION FIRST AMENDMENT TO SUPPLY AGREEMENT This First Amendment, entered into as of the 26th day of February, 2008 (the "First Amendment"), is by and between Tyco Healthcare Group LP (d/b/a Covidien), a Delaware limited partnership, acting through its Uni-Patch Division, having a place of business at 1313 West Grant Boulevard, Wabasha, Minnesota 55981 (hereinafter

THIRD AMENDMENT TO SUPPLY AGREEMENT

Exhibit 10.6 THIRD AMENDMENT TO SUPPLY AGREEMENT This THIRD AMENDMENT TO SUPPLY AGREEMENT (this " Amendment') is entered into as of the 30 TH day of April, 2011 (the "Amendment Effective Date"), by and between Uroplasty, Inc. ("Purchaser " ), and Tyco Healthcare Group LP (d/b/a Covidien) acting through its Uni-Patch Division ("Supplier). Supplier and Purchaser are both parties to a Supply Agreemen

FIFTH AMENDMENT TO SUPPLY AGREEMENT

Exhibit 10.8 FIFTH AMENDMENT TO SUPPLY AGREEMENT This FIFTH Amendment to the Supply Agreement (?Amendment?) is entered into as of July 1, 2017 (?Amendment Effective Date?) by and between Uroplasty, Inc., now known as Cogentix Medical Inc. (? Purchaser?), and Covidien Sales LLC (assignee in interest of Covidien LP, formerly known as Tyco Healthcare Group LP) (? Supplier?). Capitalized terms used he

Cogentix Medical 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2017 ?Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission File No. 000-20970 COGENTIX MEDICA

Cogentix Medical ESP

May 3, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Amanda Ravitz Re: Cogentix Medical, Inc. Registration Statement on Form S-3 (File No. 333-217385) Acceleration Request Requested Date: May 4, 2017 Requested Time: 4:00 p.m. (Eastern Time) Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securiti

Cogentix Medical Reports First Quarter Operating Results; Urology Revenue Up 11 Percent Conference Call Today at 4:30 p.m. ET

Exhibit 99.1 Cogentix Medical Reports First Quarter Operating Results; Urology Revenue Up 11 Percent Conference Call Today at 4:30 p.m. ET MINNEAPOLIS, MN, May 2, 2017 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company focused on providing the Urology, Uro/Gyn and Gynecology markets with innovative and proprietary products, today reported financial results for the first quart

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 2, 2017 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission File

Cogentix Medical DEF 14A

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 State

Cogentix Medical S-3

As filed with the Securities and Exchange Commission on April 19, 2017 Registration No.

Cogentix Medical PRER14A

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 State

Cogentix Medical COGENTIX MEDICAL, INC. PRE 14A 6-5-2017

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 State

Cogentix Medical COGENTIX MEDICAL INC 10-K 12-31-2016 (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016. ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-20970 COGENTIX MEDICAL, INC. (Exact name of registrant as specified i

SUBSIDIARIES OF COGENTIX MEDICAL, INC. December 31, 2016

Exhibit 21.1 SUBSIDIARIES OF COGENTIX MEDICAL, INC. December 31, 2016 Subsidiary State or Other Jurisdiction of Incorporation Machida Incorporated Delaware Uroplasty, LLC Delaware Uroplasty BV The Netherlands Uroplasty Ltd. United Kingdom

CONSULTING AGREEMENT

Exhibit 10.42 CONSULTING AGREEMENT This Consulting Agreement (“Consulting Agreement”) is entered into by and between Howard Zauberman (“you”) and Cogentix Medical, Inc., (“Cogentix”), a Delaware corporation with its principal place of business in Minnetonka, Minnesota. WHEREAS, you have significant experience and knowledge with respect to identifying strategic opportunities for Cogentix’s Industri

ARTICLE-1 LEASE AMENDMENTS SECTION 1.01. Effective as of September 1, 2015, the Lease is hereby modified as follows:

Exhibit 10.20 THIS FIFTH AMENDMENT TO LEASE dated as of December 12, 2014, made by and between 30 RAMLAND ROAD, LLC, having an office in care of GHP Office Realty, LLC, Four West Red Oak Lane, White Plains, New York 10604, as "Landlord," and VISION-SCIENCES, INC, having an office at 40 Ramland Road, Orangeburg, New York 10962, as "Tenant." WITNESSETH WHEREAS, Landlord is the Landlord of the real p

W I T N E S S E T H

Exhibit 10.21 THIS SIXTH AMENDMENT TO LEASE dated as of January 6, 2017, made by and between 30 RAMLAND ROAD, LLC, having an office in care of GHP Office Realty, LLC, Four West Red Oak Lane, White Plains, New York 10604, as “Landlord,” and CONGENTIX MEDICAL INC. f/k/a Vision Sciences, Inc., having an office at 40 Ramland Road, Orangeburg, New York 10962, as “Tenant.” W I T N E S S E T H WHEREAS, L

AMENDED AND RESTATED BY-LAWS COGENTIX MEDICAL, INC., AS AMENDED ON SEPTEMBER 12, 2016 ARTICLE 1 – Stockholders

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF COGENTIX MEDICAL, INC., AS AMENDED ON SEPTEMBER 12, 2016 ARTICLE 1 – Stockholders 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office of the corporation. 1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 21, 2017 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission F

LOAN EXTENSION AGREEMENT

Exhibit 10.1 LOAN EXTENSION AGREEMENT THIS LOAN EXTENSION AGREEMENT (?Agreement?) is made as of March 21, 2017, by and among Cogentix Medical, Inc., a Delaware corporation (?Cogentix?), Machida Incorporated, a Delaware corporation (?Machida?), Uroplasty, LLC, a Delaware limited liability company (?Uroplasty?) (Cogentix, Machida and Uroplasty are hereinafter collectively referred to as ?Borrowers?

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2017 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

Cogentix Medical Reports Strong Fourth Quarter Operating Results Q4 Represents Fifth Consecutive Quarter of Cash Operating Profit Conference Call Today at 11:00a ET

Exhibit 99.1 Cogentix Medical Reports Strong Fourth Quarter Operating Results Q4 Represents Fifth Consecutive Quarter of Cash Operating Profit Conference Call Today at 11:00a ET MINNEAPOLIS, MN, March 9, 2017 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company focused on providing the Urology, Uro/Gyn and Gynecology markets with innovative and proprietary products, today repor

CGNT / Cogentix Medical, Inc. / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 19243A104 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

Entry into a Material Definitive Agreement

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): January 6, 2017 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Cogentix Medical COGENTIX MEDICAL, INC. 8-K/A 11-3-2016 (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): November 3, 2016 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of

Cogentix Medical COGENTIX MEDICAL, INC 10-Q 9-30-2016 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2016 ? Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission File No. 000-20970 COGENTIX M

POWER OF ATTORNEY

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Darin Hammers and Brett A.

POWER OF ATTORNEY

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Darin Hammers and Brett A.

CGNT / Cogentix Medical, Inc. / Accelmed Growth Partners, L.P. - SC 13D Activist Investment

SC 13D CUSIP No. 19243A 104 13D Page 1 of 13 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. )* Cogentix Medical, Inc. (Name of Issuer) Common Stock. $0.01 par value (Title of Class of Securities) 19243A 104 (CUSIP Number) Uri Geiger Accelmed Growth Partners, L.P. 6 Hachoshlim Street,

AGREEMENT

EX-1 CUSIP No. 19243A 104 13D Page 13 of 13 Pages EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-l(k)(l) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Cogentix Medical, Inc. Date: November 9, 2016 ACCELME

Cogentix Medical Reports 13 Percent Q3 Revenue Growth Fourth Consecutive Quarter of Cash Operating Profit Shareholders Approve Proposals to Convert Debt and $25 Million Equity Purchase Agreement Company Now Debt-Free with Additional Resources to Exec

Exhibit 99.1 Cogentix Medical Reports 13 Percent Q3 Revenue Growth Fourth Consecutive Quarter of Cash Operating Profit Shareholders Approve Proposals to Convert Debt and $25 Million Equity Purchase Agreement Company Now Debt-Free with Additional Resources to Execute Growth Strategies Conference Call Today at 4:30 pm ET MINNEAPOLIS, MN, November 8, 2016 – Cogentix Medical, Inc. (NASDAQ: CGNT), a gl

Cogentix Medical COGENTIX MEDICAL, INC. 8-K 11-8-2016 (Current Report/Significant Event)

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): November 8, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

CGNT / Cogentix Medical, Inc. / PELL LEWIS C - COGENTIX MEDICAL, INC SC 13DA NO 18 11-3-2016 (LEWIS C PELL) Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 18)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 19243A104 (CUSIP Number) Lewis C. Pell 40 Ramland Road South Orangeburg, New York 10962 (845) 359-2250 (Name, Address and Telephone Number of PersonAuthor

Cogentix Medical COGENTIX MEDICAL, INC. 8-K 11-3-2016 (Current Report/Significant Event)

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 the report (Date of earliest event reported): November 3, 2016 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Commis

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ? Agreement?) is entered into effective as of November 3, 2016, by and among Cogentix Medical Inc., a Delaware corporation (the ? Company?), Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (? Buyer?), and Lewis C. Pell, an individual (? Pell?). RECITALS WHEREAS, Buyer and the Company ar

COGENTIX MEDICAL SHAREHOLDERS APPROVE $25 MILLION EQUITY INVESTMENT Shareholders Also Approve Transactions Converting Debt to Equity All Transactions Have Closed Today Proceeds Provide Resources to Execute Urology Focused Business Development Strateg

Exhibit 99.1 COGENTIX MEDICAL SHAREHOLDERS APPROVE $25 MILLION EQUITY INVESTMENT Shareholders Also Approve Transactions Converting Debt to Equity All Transactions Have Closed Today Proceeds Provide Resources to Execute Urology Focused Business Development Strategy MINNEAPOLIS, MN, November 3, 2016 – Cogentix Medical, Inc. (NASDAQ: CGNT), a medical device company that develops, manufactures and mar

Cogentix Medical COGENTIX MEDICAL, INC DEF 14A 11-3-2016

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 State

Cogentix Medical COGENTIX MEDICAL, INC PRE 14A 10-27-2016

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 State

Cogentix Medical COGENTIX MEDICAL INC DEFA 14A 9-26-2016

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 the report (Date of earliest event reported): September 26, 2016 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Comm

NASDAQ: CGNTSeptember 2016 Ladenburg Thalmann2016 Healthcare Conference Disclaimer This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”

Exhibit 99.1 NASDAQ: CGNTSeptember 2016 Ladenburg Thalmann2016 Healthcare Conference Disclaimer This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as ?anticipate,? ?expect,? ?plan,? ?could,? ?may,? ?will,? ?believe,? ?estimate,? ?forecast,? ?goal,? ?project,? and other words of similar meaning. Forward-lookin

Cogentix Medical COGENTIX MEDICAL INC 8-K 9-26-2016 (Current Report/Significant Event)

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 the report (Date of earliest event reported): September 26, 2016 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Comm

NASDAQ: CGNTSeptember 2016 Ladenburg Thalmann2016 Healthcare Conference Disclaimer This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”

Exhibit 99.1 NASDAQ: CGNTSeptember 2016 Ladenburg Thalmann2016 Healthcare Conference Disclaimer This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as ?anticipate,? ?expect,? ?plan,? ?could,? ?may,? ?will,? ?believe,? ?estimate,? ?forecast,? ?goal,? ?project,? and other words of similar meaning. Forward-lookin

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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 the report (Date of earliest event reported): September 8, 2016 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Commi

THIS AMENDMENT (this “Amendment”) to the Amended and Restated By-Laws (the “By-Laws”) of Cogentix Medical, Inc. (the “Company”) is made effective as of September 12, 2016. All capitalized terms not specifically defined in this Amendment shall have th

Exhibit 3.1 THIS AMENDMENT (this ?Amendment?) to the Amended and Restated By-Laws (the ?By-Laws?) of Cogentix Medical, Inc. (the ?Company?) is made effective as of September 12, 2016. All capitalized terms not specifically defined in this Amendment shall have the meanings provided to them in the By-Laws. WHEREAS, the Board of Directors deems it in the best interests of the Company to amend the By-

CGNT / Cogentix Medical, Inc. / PELL LEWIS C - COGENTIX MEDICAL, INC SC 13DA NO 17 9-7-2016 (LEWIS C PELL) Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 19243A104 (CUSIP Number) Lewis C. Pell 40 Ramland Road South Orangeburg, New York 10962 (845) 359-2250 (Name, Address and Telephone Number of Person Autho

Exhibit 18

EX-99.18 2 ex9918.htm EXHIBIT 18 Exhibit 18 Execution Version VOTING AGREEMENT This Voting Agreement (“Voting Agreement”) is made as of September 7, 2016, by and among (i) Lewis C. Pell, an individual (“Pell”) and (ii) Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (“Accelmed”). RECITALS A. WHEREAS, pursuant to that certain Securities Purchase Agreement (the “Purchase

Exhibit 19

Exhibit 19 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is entered into effective as of [●], 2016, by and among Cogentix Medical Inc.

COGENTIX MEDICAL ENTERS INTO DEFINITIVE AGREEMENT FOR $25 MILLION EQUITY INVESTMENT Proceeds to Provide Resources to Execute Urology Focused Business Development Strategy Proposed Equity Investment at 29% Market Premium All Current Outstanding Debt t

Exhibit 99.1 COGENTIX MEDICAL ENTERS INTO DEFINITIVE AGREEMENT FOR $25 MILLION EQUITY INVESTMENT Proceeds to Provide Resources to Execute Urology Focused Business Development Strategy Proposed Equity Investment at 29% Market Premium All Current Outstanding Debt to be Converted into Common Shares MINNEAPOLIS, MN, September 7, 2016 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a medical device company th

Cogentix Medical COGENTIX MEDICAL INC 8-K 9-7-2016 (Current Report/Significant Event)

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 the report (Date of earliest event reported): September 7, 2016 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Commi

SECURITIES PURCHASE AGREEMENT BY AND BETWEEN COGENTIX MEDICAL, INC., ACCELMED GROWTH PARTNERS, L.P. Dated as of September 7, 2016 TABLE OF CONTENTS

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT BY AND BETWEEN COGENTIX MEDICAL, INC., AND ACCELMED GROWTH PARTNERS, L.P. Dated as of September 7, 2016 TABLE OF CONTENTS Page 1. PURCHASE AND SALE OF SECURITIES 1 1.1. Purchased Shares 1 1.2. Closing 1 1.3. Payment of Purchase Price; Delivery of Security 2 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 2.1. Organization and Qualification 2 2.2. Autho

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This Voting Agreement (? Voting Agreement?) is made as of September 7, 2016, by and among (i) Lewis C. Pell, an individual (? Pell?) and (ii) Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (? Accelmed?). RECITALS A. WHEREAS, pursuant to that certain Securities Purchase Agreement (the ?Purchase Agreement?) dated as of September 7, 2016, by

NOTE EXCHANGE AGREEMENT

Exhibit 10.2 NOTE EXCHANGE AGREEMENT This Note Exchange Agreement is made and entered into as of September 7, 2016 (this ? Agreement?) by and between Lewis C. Pell, an individual (the ? Holder?), and Cogentix Medical, Inc., a Delaware corporation (the ? Company?). WHEREAS, the Company has issued and sold to the Holder the convertible promissory notes set forth on Exhibit A attached hereto (the ? N

NOTE EXCHANGE AGREEMENT

EX-10.2 3 ex102.htm EXHIBIT 10.2 Exhibit 10.2 NOTE EXCHANGE AGREEMENT This Note Exchange Agreement is made and entered into as of September 7, 2016 (this “Agreement”) by and between Lewis C. Pell, an individual (the “Holder”), and Cogentix Medical, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company has issued and sold to the Holder the convertible promissory notes set forth on Exhi

Cogentix Medical COGENTIX MEDICAL INC 8-K 9-7-2016

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 the report (Date of earliest event reported): September 7, 2016 COGENTIX MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20970 13-3430173 (State or Other Jurisdiction of Incorporation) (Commi

VOTING AGREEMENT

EX-99.2 5 ex992.htm EXHIBIT 99.2 Exhibit 99.2 VOTING AGREEMENT This Voting Agreement (“Voting Agreement”) is made as of September 7, 2016, by and among (i) Lewis C. Pell, an individual (“Pell”) and (ii) Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (“Accelmed”). RECITALS A. WHEREAS, pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dat

COGENTIX MEDICAL ENTERS INTO DEFINITIVE AGREEMENT FOR $25 MILLION EQUITY INVESTMENT Proceeds to Provide Resources to Execute Urology Focused Business Development Strategy Proposed Equity Investment at 29% Market Premium All Current Outstanding Debt t

Exhibit 99.1 COGENTIX MEDICAL ENTERS INTO DEFINITIVE AGREEMENT FOR $25 MILLION EQUITY INVESTMENT Proceeds to Provide Resources to Execute Urology Focused Business Development Strategy Proposed Equity Investment at 29% Market Premium All Current Outstanding Debt to be Converted into Common Shares MINNEAPOLIS, MN, September 7, 2016 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a medical device company th

SECURITIES PURCHASE AGREEMENT BY AND BETWEEN COGENTIX MEDICAL, INC., ACCELMED GROWTH PARTNERS, L.P. Dated as of September 7, 2016 TABLE OF CONTENTS

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT BY AND BETWEEN COGENTIX MEDICAL, INC., AND ACCELMED GROWTH PARTNERS, L.P. Dated as of September 7, 2016 TABLE OF CONTENTS Page 1. PURCHASE AND SALE OF SECURITIES 1 1.1. Purchased Shares 1 1.2. Closing 1 1.3. Payment of Purchase Price; Delivery of Security 2 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 2.1. Organization and Qualification 2 2.2. Autho

Cogentix Medical COGENTIX MEDICAL INC 8-K 8-16-2016 (Current Report/Significant Event)

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): August 16, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Cogentix Medical COGENTIX MEDICAL INC 8-K 8-16-2016 (Current Report/Significant Event)

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): August 16, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Cogentix Medical COGENTIX MEDICAL, INC 10-Q 6-30-2016 (Quarterly Report)

10-Q 1 form10q.htm COGENTIX MEDICAL, INC 10-Q 6-30-2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2016 ☐ Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period

Cogentix Medical Reports 17 Percent Q2 Revenue Growth Company Successfully Executing Growth Strategies Third Consecutive Quarter of Cash Operating Profit Cash Balance Increases Sequentially Conference Call Today at 4:30 pm ET

Exhibit 99.1 Cogentix Medical Reports 17 Percent Q2 Revenue Growth Company Successfully Executing Growth Strategies Third Consecutive Quarter of Cash Operating Profit Cash Balance Increases Sequentially Conference Call Today at 4:30 pm ET MINNEAPOLIS, MN, August 2, 2016 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology

Cogentix Medical COGENTIX MEDICAL, INC 8-K 8-2-2016 (Current Report/Significant Event)

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): August 2, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission F

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): July 21, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

Cogentix Medical COGENTIX MEDICAL, INC 8-K 7-11-2016 (Current Report/Significant Event)

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): July 11, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (together with any Exhibits hereto, this ? Agreement?) is made and entered into effective this 11th day of July, 2016, between Cogentix Medical, Inc., a Minnesota corporation (the ? Company?) and Darin Hammers (the ? Executive?) (each a ? Party? and together the ? Parties.?). WHEREAS, the Company is a global medical company that provides

Cogentix Medical COGENTIX MEDICAL, INC 8-K 6-21-2016 (Current Report/Significant Event)

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 21, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (together with any Exhibits hereto, this ?Agreement?) is made and entered into effective this 6 th day of June, 2016, between Cogentix Medical, Inc., a Minnesota corporation (the ?Company?) and Brett Reynolds (?Employee?) (each a ?Party? and together the ? Parties.?). WHEREAS , the Company is a global medical company that provides proprie

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 15, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 6, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fil

Cogentix Medical COGENTIX MEDICAL, INC. SD 12-31-2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5420 Feltl Road Minnetonka, Minnesota 55343 (Address of principal executi

Cogentix Medical, Inc. Conflict Minerals Report Dated: May 31, 2016 For Reporting Period from January 1 to December 31, 2015

Exhibit 1.01 Cogentix Medical, Inc. Conflict Minerals Report Dated: May 31, 2016 For Reporting Period from January 1 to December 31, 2015 Introduction The following report is the Conflict Minerals Report for Cogentix Medical, Inc. (f/k/a Vision-Sciences, Inc.) for the reporting period from January 1 to December 31, 2015. This report is being filed as an exhibit to Cogentix Medical?s specialized re

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 23, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fil

SECOND AMENDMENT EMPLOYMENT AGREEMENT

Exhibit 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (this ? Amendment?), dated effective as of May 24, 2016 (the ? Effective Date?) is entered into by and between Cogentix Medical, Inc., a Delaware corporation (the ? Company?), and Darin Hammers, a resident of the State of Georgia (the ? Employee?) (together the ? Parties?). W I T N E S E T H: WHEREA

SEPARATION AND RELEASE AGREEMENT

Exhibit 10.2 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the "Agreement") is freely and voluntarily entered into by Cogentix Medical, Inc., and its successors and assigns, (?Cogentix?), Robert Kill (?Executive?) and the other undersigned signatories (with respect to Sections 4 and 9) and is effective as of the date of the last signature to this Agreement (the ?Effective

May 24,2016 8:00 am

Exhibit 17.1 May 24,2016 8:00 am Mr. Lewis Pell Mr. Howard Zauberman Dr. Cheryl Pegus As Directors of Cogentix Medical Dear Sirs and Madam: This letter serves as my resignation from the Board of Directors of Cogentix Medical, in conjunction with the letter delivered yesterday. To the extent permissible, my resignation is effective immediately or at the time specified in the letter delivered yester

SETTLEMENT AGREEMENT

Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (?Settlement Agreement?) is entered as of May 23, 2016 by and among Cogentix Medical, Inc. (the ? Company? or ? Cogentix?), Robert C. Kill, Lewis C. Pell, Howard I. Zauberman, Kevin H. Roche, Kenneth H. Paulus, James P. Stauner, and Cheryl Pegus (collectively with the Company, the ? Parties? and each individually, a ? Party?), with respec

AMENDED AND RESTATED BY-LAWS COGENTIX MEDICAL, INC., AS AMENDED ON APRIL 5, 2016 ARTICLE 1 – Stockholders

EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF COGENTIX MEDICAL, INC., AS AMENDED ON APRIL 5, 2016 ARTICLE 1 – Stockholders 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office of the corporation. 1.2 An

CGNT / Cogentix Medical, Inc. 10-Q - Quarterly Report - COGENTIX MEDICAL, INC 10-Q 3-31-2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2016 ☐ Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission File No. 000-20970 COGENTIX MEDIC

Cogentix Medical SC13D/A (Activist Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 16)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Cogentix Medical COGENTIX MEDICAL, INC DEFA14A

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 State

Cogentix Medical COGENTIX MEDICAL, INC. DEFA 14A 5-9-2016 (SUPPORT)

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 State

CGNT / Cogentix Medical, Inc. / PELL LEWIS C - SC13D/A Activist Investment

SC13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 15)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of S

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 5, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission File

Cogentix Medical COGENTIX MEDICAL DEFA 14A 5-5-2016

DEFA14A 1 formdefa14a.htm COGENTIX MEDICAL DEFA 14A 5-5-2016 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 Onl

Cogentix Medical Achieves Second Consecutive Quarter of Cash Operating Profit; Reports 74% Revenue Growth for the Quarter Ended March 31, 2016 Conference Call Today at 4:30 p.m. ET

Exhibit 99.1 Cogentix Medical Achieves Second Consecutive Quarter of Cash Operating Profit; Reports 74% Revenue Growth for the Quarter Ended March 31, 2016 Conference Call Today at 4:30 p.m. ET MINNEAPOLIS, MN, May 5, 2016 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway management markets, today announced

Cogentix Medical COGENTIX MEDICAL, INC DEFA14A

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 State

CGNT / Cogentix Medical, Inc. / PELL LEWIS C - SC 13D AMENDMENT NO. 14 Activist Investment

SC 13D/A 1 d105727dsc13da.htm SC 13D AMENDMENT NO. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 14)* Cogentix Medical, Inc. (Name of Issuer) Common Stock,

Cogentix Medical SC 13D/A (Activist Acquisition of More Than 5% of Shares)

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 13)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of

Cogentix Medical COGENTIX MEDICAL, INC DEFC14A 5-20-2016

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 State

Cogentix Medical COGENTIX MEDICAL, INC DEFA 14A 5-20-2016

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 State

Cogentix Medical AMENDMENT NO. 12 TO SCHEDULE 13D (Activist Acquisition of More Than 5% of Shares)

Amendment No. 12 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 12)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per s

Cogentix Medical AMENDMENT NO. 11 TO SCHEDULE 13D (Activist Acquisition of More Than 5% of Shares)

Amendment No. 11 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 11)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per s

Cogentix Medical ESP

Campbell Mithun Tower 222 South Ninth Street, Suite 2000 Minneapolis, MN 55402-3338 Tel 612.

Cogentix Medical COGENTIX MEDICAL, INC PRER 14A 5-20-2016

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 (Amendment No. 1) 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)) ? Defi

Cogentix Medical ESP

Campbell Mithun Tower 222 South Ninth Street, Suite 2000 Minneapolis, MN 55402-3338 Tel 612.

, that the Amended and Restated By-Laws of the Company adopted by the Board of Directors on July 14, 2009 be hereby amended to include the following Section 1.11 in its entirety under Article 1 and immediately after Section 1.10 thereof.

Exhibit 99.1 RESOLVED , that the Amended and Restated By-Laws of the Company adopted by the Board of Directors on July 14, 2009 be hereby amended to include the following Section 1.11 in its entirety under Article 1 and immediately after Section 1.10 thereof. ?1.11 Nature of Business at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than busines

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): April 5, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

Cogentix Medical SCHEDULE 13 D/A (AMENDMENT NO. 10) (Activist Acquisition of More Than 5% of Shares)

Schedule 13 D/A (Amendment No. 10) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 10)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per

CGNT / Cogentix Medical, Inc. / PELL LEWIS C - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 9)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of S

Cogentix Medical COGENTIX MEDICAL, INC. PREC 14A 5-20-2016

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 State

April 4, 2016

EX-99.15 Exhibit 15 April 4, 2016 Cogentix Medical, Inc. 5420 Feltl Road Minnetonka, MN 55428 Dear Messrs. Kill, Paulus, Roche, and Stauner: I am writing to express my disappointment and concern with the decision made by you on March 29, 2016 to, despite my disapproval, significantly alter the board composition by decreasing its size by nearly 40%, from eight to five members for purposes designed

Cogentix Medical SC 13D/A (Activist Acquisition of More Than 5% of Shares)

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of S

Cogentix Medical COGENTIX MEDICAL, INC. 8-K 3-29-2016 (Current Report/Significant Event)

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 29, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission F

Cogentix Medical SC 13D/A (Activist Acquisition of More Than 5% of Shares)

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 7)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm COGENTIX MEDICAL, INC. 8-K 3-23-2016 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 23, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State

Cogentix Medical COGENTIX MEDICAL INC 10-KT 12-31-2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2015 to December 31, 2015. Commission file number 000-20970 COGENTIX MEDICAL, INC. (Exact name of reg

Cogentix Medical Reports 104% Revenue Growth for the Quarter Ended December 31; Achieves Cash Operating Profit Milestone Conference Call Today at 4:30 p.m. ET

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 Cogentix Medical Reports 104% Revenue Growth for the Quarter Ended December 31; Achieves Cash Operating Profit Milestone Conference Call Today at 4:30 p.m. ET MINNEAPOLIS, MN, March 3, 2015 – Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway management markets, tod

Cogentix Medical COGENTIX MEDICAL, INC. 8-K 3-3-2016 (Current Report/Significant Event)

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 3, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

Other Events, Shareholder Director Nominations

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): February 19, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commissio

CGNT / Cogentix Medical, Inc. / PELL LEWIS C - AMENDMENT TO SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities

Lewis C. Pell

Exhibit 14 Lewis C. Pell February 16, 2016 Board of Directors Cogentix Medical, Inc. 5420 Feltl Road Minnetonka, MN 55343 Re: Cogentix Medical, Inc. ("Cogentix" or "Company") Dear Board of Directors: Now that almost a year has passed since the creation of Cogentix from the merger between Vision-Sciences and Uroplasty, circumstances compel me to write in my capacities as one of its Board members an

CGNT / Cogentix Medical, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 cgnt123115a3.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cogentix Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 19243A104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

CGNT / Cogentix Medical, Inc. / Amici Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

CGNT / Cogentix Medical, Inc. / Nantahala Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Cogentix Medical, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 19243A104 (CUSIP Number) January 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Cogentix Medical Announces Preliminary Results for the Quarter Ended December 31 Revenue Expected to be Approximately $13.6 Million Company Expects to Report Positive Cash Operating Profit

EX-99.1 2 ex991.htm EXHIBIT 99.1 Cogentix Medical Announces Preliminary Results for the Quarter Ended December 31 Revenue Expected to be Approximately $13.6 Million Company Expects to Report Positive Cash Operating Profit MINNEAPOLIS, MN, February 2, 2016 – Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway man

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 1, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 4, 2016 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Cogentix Medical To Change Fiscal Year Company’s Fiscal Year Reporting Period Moves to December 31

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Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): December 10, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Cogentix Medical Reports 83% Second Quarter Revenue Growth Momentum in Key Markets and Operational Execution Continue to Drive Performance Fiscal 2016 Guidance Updated to Reflect Improved Operating Efficiencies

Exhibit 99.1 Cogentix Medical Reports 83% Second Quarter Revenue Growth Momentum in Key Markets and Operational Execution Continue to Drive Performance Fiscal 2016 Guidance Updated to Reflect Improved Operating Efficiencies MINNEAPOLIS, MN, November 3, 2015 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway m

Cogentix Medical Enters Into $7.0 Million Line of Credit with Venture Bank Facility Provides Resources for General Corporate Purposes and to Execute Growth Strategy for EndoSheath and Urgent PC Product Lines

Exhibit 99.1 Cogentix Medical Enters Into $7.0 Million Line of Credit with Venture Bank Facility Provides Resources for General Corporate Purposes and to Execute Growth Strategy for EndoSheath and Urgent PC Product Lines MINNEAPOLIS, MN, September 21, 2015 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway ma

LOAN AGREEMENT

Exhibit 10.1 LOAN AGREEMENT This Loan Agreement ("Agreement") is made as of September 18, 2015, by and among Cogentix Medical, Inc., a Delaware corporation ("Cogentix"), Machida Incorporated, a Delaware corporation ("Machida"), Uroplasty, LLC, a Delaware limited liability company ("Uroplasty") (Cogentix, Machida and Uroplasty are hereinafter collectively referred to as "Borrowers" or, individually

Cogentix Medical COGENTIX MEDICAL, INC. 8-K 9-18-2015 (Current Report/Significant Event)

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): September 18, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 10, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission

Cogentix Medical Reports First Quarter Revenue Growth of 75% ~ Fiscal 2016 Guidance Reaffirmed ~

Exhibit 99.1 Cogentix Medical Reports First Quarter Revenue Growth of 75% ~ Fiscal 2016 Guidance Reaffirmed ~ MINNEAPOLIS, MN, August 10, 2015 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway management markets, today announced results for the fiscal first quarter ended June 30, 2015. First Quarter Fiscal 2

Submission of Matters to a Vote of Security Holders

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): July 31, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

Cogentix Medical COGENTIX MEDICAL, INC DEF 14A 7-31-2015

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 State

Cogentix Medical, Inc. Conflict Minerals Report Dated: May 31, 2015 For Reporting Period from January 1 to December 31, 2014

Exhibit 1.01 Cogentix Medical, Inc. Conflict Minerals Report Dated: May 31, 2015 For Reporting Period from January 1 to December 31, 2014 Introduction The following report is the Conflict Minerals Report for Cogentix Medical, Inc. (f/k/a Vision-Sciences, Inc.) for the reporting period from January 1 to December 31, 2014. This report is being filed as an exhibit to Cogentix Medical?s specialized re

Cogentix Medical COGENTIX MEDICAL, INC. SD 12-31-2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5420 Feltl Road Minnetonka, Minnesota 55343 (Address of principal executi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fil

Cogentix Medical Reports Fourth Quarter and Full Year Fiscal 2015 Results ~ Fourth Quarter Revenue Growth of 10% ~ ~ Pro Forma Combined Fourth Quarter Revenue Growth of 12% ~

Exhibit 99.1 Cogentix Medical Reports Fourth Quarter and Full Year Fiscal 2015 Results ~ Fourth Quarter Revenue Growth of 10% ~ ~ Pro Forma Combined Fourth Quarter Revenue Growth of 12% ~ MINNEAPOLIS, MN, May 14, 2015 ? Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company with innovative and proprietary products serving urology and airway management markets, today announced resul

CGNT / Cogentix Medical, Inc. / Amici Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Cogentix Medical COGENTIX MEDICAL, INC. 8-K 4-2-2015 (Current Report/Significant Event)

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): April 2, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission Fi

LEASE AGREEMENT GLENBOROUGH FLANDERS PARK, LLC, a Delaware limited liability company COGENTIX MEDICAL, INC., a Delaware corporation TABLE OF CONTENTS

Exhibit 10.1 LEASE AGREEMENT BETWEEN GLENBOROUGH FLANDERS PARK, LLC, a Delaware limited liability company (?LANDLORD?) AND COGENTIX MEDICAL, INC., a Delaware corporation (?TENANT?) TABLE OF CONTENTS 1. Basic Lease Information. 1 2. Lease Grant. 4 3. Adjustment of Commencement Date; Possession. 4 4. Rent. 5 5. Compliance with Laws; Use. 6 6. Security Deposit. 7 7. Utilities; Service Interruption. 7

CGNT / Cogentix Medical, Inc. / Uroplasty Inc - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Cogentix Medical, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 19243A104 (CUSIP Number) Brett Reynolds Chief Financial Officer and Corporate Secretary Uroplasty, LLC (f/k/a Uroplasty, Inc.) 5420 Feltl Road Minnetonka,

Uroplasty and Vision Sciences Complete Merger Merged Company is now Cogentix Medical, Inc. Combination Creates New Medical Device Company Positioned for Growth Cogentix shares will begin trading under symbol CGNT on April 1, 2015

EXHIBIT 99.3 Uroplasty and Vision Sciences Complete Merger Merged Company is now Cogentix Medical, Inc. Combination Creates New Medical Device Company Positioned for Growth Cogentix shares will begin trading under symbol CGNT on April 1, 2015 MINNEAPOLIS, MN & ORANGEBURG, NY, March 31, 2015 - Uroplasty, Inc. (NASDAQ: UPI) and Vision-Sciences, Inc. (NASDAQ: VSCI) today announced the completion of t

Cogentix Medical S-8

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No.

Uroplasty and Vision-Sciences Shareholders Approve Merger Agreement

EXHIBIT 99.1 NEWS RELEASE Uroplasty and Vision-Sciences Shareholders Approve Merger Agreement MINNEAPOLIS, MN & ORANGEBURG, NY, March 30, 2015 ? Uroplasty, Inc. (NASDAQ: UPI) and Vision-Sciences, Inc. (NASDAQ: VSCI) announced that at the special meeting of each company?s shareholders held today, the shareholders of each of Uroplasty and Vision-Sciences voted to approve the previously announced agr

COGENTIX MEDICAL, INC. 2015 OMNIBUS INCENTIVE PLAN

Exhibit 4.10 COGENTIX MEDICAL, INC. 2015 OMNIBUS INCENTIVE PLAN 1. Purpose of Plan. The purpose of this Plan is to advance the interests of the Company and its stockholders by enabling the Company and its Subsidiaries to attract and retain qualified individuals to perform services for the Company and its Subsidiaries, providing incentive compensation for such individuals that is linked to the grow

March 31, 2015

EXHIBIT 16.1 March 31, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Cogentix Medical, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Cogentix Medical, Inc. dated March 31, 2014. We agree with the statements concern

Vision-Sciences, Inc. Announces 1:5 Reverse Stock Split

EXHIBIT 99.2 Vision-Sciences, Inc. Announces 1:5 Reverse Stock Split March 31, 2015 (ACCESSWIRE via COMTEX) - ORANGEBURG, NY / ACCESSWIRE / March 31, 2015 / Following the shareholders meeting of Vision-Sciences, Inc. (the "Company") on March 30, 2015, the Company's board of directors determined to effect a one-for-five reverse stock split of the Company's common stock effective at 4:05 pm EDT on M

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VISION-SCIENCES, INC.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISION-SCIENCES, INC. VISION-SCIENCES, INC. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (?DGCL?), does hereby certify: FIRST: That, in accordance with Section 242 of the DGCL, the Board of Directors of the Corporation

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VISION-SCIENCES, INC.

EXHIBIT 3.2 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISION-SCIENCES, INC. VISION-SCIENCES, INC. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (?DGCL?), does hereby certify: FIRST: That, in accordance with Section 242 of the DGCL, the Board of Directors of the Corporation

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, each being a member of the Board of Directors of Cogentix Medical, Inc., a Delaware corporation, do hereby make, nominate and appoint each of ROBERT C. KILL and BRETT A. REYNOLDS, signing singly, to be his or her attorney-in-fact, with full power and authority to sign his or her name to a registration statemen

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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 30, 2015 COGENTIX MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction of incorporation) (Commission F

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-201721     February 23, 2015 Dear Shareholders: The boards of directors of each of Uroplasty, Inc. (“Uroplasty”) and Vision-Sciences, Inc. (“Vision”) have unanimously approved a merger of Uroplasty with and into a newly created, wholly owned subsidiary of Vision, with the newly created subsidiary continuing as the surviving co

CGNT / Cogentix Medical, Inc. S-4/A - - FORM S-4/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 17, 2015 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

vsci201502138k.htm 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): February 13, 2015 VISION-SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction (Registrat

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 vsci201502068k.htm FORM 8-K 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): February 5, 2015 VISION-SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdict

Vision-Sciences Reports Financial Results for Third Quarter and First Nine Months of Fiscal 2015

Exhibit 99.1 Vision-Sciences Reports Financial Results for Third Quarter and First Nine Months of Fiscal 2015 Orangeburg, NY – February 4, 2014 – Vision-Sciences, Inc. (Nasdaq: VSCI), a leading provider of unique flexible endoscopic products, today announced financial results for the three- and nine-month periods ended December 31, 2014. Third Quarter Fiscal 2015 Highlights ● Net sales increased 9

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

vsci201502038k.htm 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): February 4, 2015 VISION-SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction (Registrati

Vision-Sciences Reports Financial Results for Third Quarter and First Nine Months of Fiscal 2015

ex99-1.htm Exhibit 99.1 Vision-Sciences Reports Financial Results for Third Quarter and First Nine Months of Fiscal 2015 Orangeburg, NY – February 4, 2014 – Vision-Sciences, Inc. (Nasdaq: VSCI), a leading provider of unique flexible endoscopic products, today announced financial results for the three- and nine-month periods ended December 31, 2014. Third Quarter Fiscal 2015 Highlights ● Net sales

CGNT / Cogentix Medical, Inc. 425 - Merger Prospectus - FORM 8-K

vsci201502038k.htm 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): February 4, 2015 VISION-SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-20970 13-3430173 (State or other jurisdiction (Registrati

consent of person about to become a director

Exhibit 99.5 consent of person about to become a director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the registration statement on Form S-4 filed by Vision-Sciences, Inc. with the Securities and Exchange Commission on January 27, 2015, and all supplements and amendments thereto (the “Registration Statement

SUBSIDIARIES OF VISION-SCIENCES, INC. Machida Incorporated, a Delaware corporation Visor Merger Sub LLC, a Delaware limited liability company

Exhibit 21.1 SUBSIDIARIES OF VISION-SCIENCES, INC. Machida Incorporated, a Delaware corporation Visor Merger Sub LLC, a Delaware limited liability company

consent of person about to become a director

Exhibit 99.7 consent of person about to become a director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the registration statement on Form S-4 filed by Vision-Sciences, Inc. with the Securities and Exchange Commission on January 27, 2015, and all supplements and amendments thereto (the “Registration Statement

CGNT / Cogentix Medical, Inc. S-4 - - FORM S-4

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 27, 2015 Registration No.

EX-99.9

Exhibit 99.9

CONSENT OF LEERINK PARTNERS LLC

Exhibit 99.2 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated December 19, 2014 to the Board of Directors of Vision-Sciences, Inc., included as Annex E to the joint proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Vision-Sciences, Inc., filed on January 27, 2015, and to the references to such opinion in such joint pr

EX-99.8

Exhibit 99.8

consent of person about to become a director

Exhibit 99.3 consent of person about to become a director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the registration statement on Form S-4 filed by Vision-Sciences, Inc. with the Securities and Exchange Commission on January 27, 2015, and all supplements and amendments thereto (the “Registration Statement

CONSENT OF PIPER JAFFRAY & CO.

Exhibit 99.1 CONSENT OF PIPER JAFFRAY & CO. We hereby consent to the inclusion of our opinion letter dated December 19, 2014 as Annex D to, and to the reference thereto under the captions “SUMMARY—Opinion of Piper Jaffray & Co.,” “THE MERGER—Background of the Merger,” “THE MERGER—Recommendation of the Uroplasty Board of Directors; Uroplasty’s Reasons for the Merger” and “THE MERGER—Opinion of Urop

consent of person about to become a director

Exhibit 99.4 consent of person about to become a director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the registration statement on Form S-4 filed by Vision-Sciences, Inc. with the Securities and Exchange Commission on January 27, 2015, and all supplements and amendments thereto (the “Registration Statement

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Howard I. Zauberman and Gary Siegel, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign

consent of person about to become a director

Exhibit 99.6 consent of person about to become a director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the registration statement on Form S-4 filed by Vision-Sciences, Inc. with the Securities and Exchange Commission on January 27, 2015, and all supplements and amendments thereto (the “Registration Statement

CGNT / Cogentix Medical, Inc. / Uroplasty Inc - UROPLASTY, INC SC 13D 12-21-2014 (VISION-SCIENCES, INC) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Vision-Sciences, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 927912105 (CUSIP Number) Brett Reynolds Senior Vice President, Chief Financial Officer and Corporate Secretary Uroplasty, Inc. 5420 Feltl Road Minnetonka, Minnesota 55343 (9

CGNT / Cogentix Medical, Inc. 425 - Merger Prospectus - FORM 425

vsci20141222g425.htm Filing under Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Vision-Sciences, Inc. Subject Company: Uroplasty, Inc. SEC File No. of Vision-Sciences 000-20970 UROPLASTY VISION-SCIENCES MERGER ANNOUNCEMENT December 22, 2014 11:00 am ET Operator: Please standby. We’re about to begin. Ladies and g

Voting Agreement – Union Shareholders

ex10-1.htm Exhibit 10.1 Exhibit B-2 Voting Agreement – Union Shareholders 1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), is made and entered into as of December 21, 2014, by and between Vision-Sciences, Inc., a Delaware corporation (“Vision-Sciences”), and the undersigned shareholders (each a “Shareholder” and, collectively, the “Shareholders”) of Uroplasty, Inc., a Minnesota corpora

CGNT / Cogentix Medical, Inc. 425 - Merger Prospectus - FORM 425

vsci20141222b425.htm Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Vision-Sciences, Inc. Subject Company: Uroplasty, Inc. SEC File No. of Vision-Sciences, Inc.: 000-20970 December 22, 2014 Dear Valued Customer: We are excited to share with you that Vision-Sciences has signed a merger agreement with Uropla

CGNT / Cogentix Medical, Inc. 425 - Merger Prospectus - FORM 425

December 21, 2014

ex10-2.htm Exhibit 10.2 December 21, 2014 Lewis C. Pell 40 Ramland Road Orangeburg, New York 10962 Re: Termination of Letter Agreement Dear Mr. Pell: Reference is made to that certain letter regarding maintenance of liquidity addressed by you to Vision Sciences, Inc. (the “Company”) dated October 24, 2014 (the “Letter”). This letter will confirm our agreement that the Letter will terminate automat

AGREEMENT AND PLAN OF MERGER by and among VISION-SCIENCES, INC., VISOR MERGER SUB LLC, UROPLASTY, INC. Dated December 21, 2014

ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among VISION-SCIENCES, INC., VISOR MERGER SUB LLC, and UROPLASTY, INC. Dated December 21, 2014 Certain schedules to this Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the SEC upon request. TABLE OF CONTENTS ARTICLE 1 D

December 21, 2014

ex10-2.htm Exhibit 10.2 December 21, 2014 Lewis C. Pell 40 Ramland Road Orangeburg, New York 10962 Re: Termination of Letter Agreement Dear Mr. Pell: Reference is made to that certain letter regarding maintenance of liquidity addressed by you to Vision Sciences, Inc. (the “Company”) dated October 24, 2014 (the “Letter”). This letter will confirm our agreement that the Letter will terminate automat

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