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 30, 2023

NEVRO CORP

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36715	56-2568057
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1800 Bridge Parkway
Redwood City, California		94065
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 251-0005

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVRO	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the departure of Niamh Pellegrini from Nevro Corp. (the “Company”), effective as of June 9, 2023 (the “Separation Date”) that was previously announced on June 5, 2023, Ms. Pellegrini entered into a separation agreement (the “Separation Agreement”) with the Company dated as of June 30, 2023. Pursuant to the Separation Agreement, Ms. Pellegrini shall receive severance in an amount equal to 12 months of her current base salary and shall receive payment or reimbursement of continued healthcare coverage for 12 months from the Separation Date. In addition, pursuant to the Separation Agreement, the outstanding but unvested stock options and restricted stock units held by Ms. Pellegrini that would have vested within 18 months of the Separation Date shall fully vest. The severance terms set forth above are being provided pursuant to a severance agreement that had been previously entered into between the Company and each of its named executive officers.

The foregoing summary of the material terms of the Separation Agreement is qualified by the actual terms of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ending June 30, 2023 and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			NEVRO CORP.

Date:	July 7, 2023	By:	/s/ Roderick H. MacLeod
			Roderick H. MacLeod Chief Financial Officer