Close

Form DEFM14A Axonics, Inc.

February 22, 2024 8:01 AM EST

TABLE OF CONTENTS

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 Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
AXONICS, INC.
 
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS


Axonics, Inc.
26 Technology Drive
Irvine, California 92618
February 22, 2024
Dear Stockholders of Axonics, Inc.:
You are cordially invited to attend a virtual special meeting of stockholders of Axonics, Inc. (“Axonics”) to be held on March 22, 2024, at 9:00 a.m. Pacific Time, including any adjournments or postponements thereof (the “Special Meeting”), via live audio webcast on the Internet. You will not be able to attend the Special Meeting in person. Stockholders of record, and beneficial owners of our common stock holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance, will be able to participate in the Special Meeting, vote on the proposals described below, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AXNX2024SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card. The Special Meeting is being held on a virtual-only basis.
At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated January 8, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Axonics, Boston Scientific Corporation, a Delaware corporation (“Boston Scientific”), and Sadie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Boston Scientific (“Merger Sub”), providing for the acquisition of Axonics by Boston Scientific, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Axonics’ named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Upon the terms and subject to the conditions of the Merger Agreement, Boston Scientific will acquire Axonics via the merger of Merger Sub with and into Axonics, with the separate corporate existence of Merger Sub thereupon ceasing and Axonics continuing as the surviving company and a wholly owned subsidiary of Boston Scientific (the “Merger”).
If the Merger is completed, you will be entitled to receive $71.00 in cash, without interest thereon, for each share of Axonics common stock (each, a “Share” and collectively, the “Shares”) that you own immediately prior to the time at which the Merger will become effective (unless you are entitled to and have properly exercised and not waived, withdrawn, failed to perfect or otherwise lost your appraisal rights), which represents a premium of approximately 23.33% to the closing price of Axonics’ common stock on January 5, 2024, the last full trading day prior to the date on which the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”) were approved by Axonics’ Board of Directors (the “Board of Directors”).
The Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement, the Merger and the other Transactions to be consummated by Axonics are advisable and fair to, and in the best interests of, Axonics and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by Axonics of the Merger Agreement and the consummation by Axonics of the Transactions to be consummated by Axonics, including the Merger, (iii) resolved, subject to certain circumstances set forth in the Merger Agreement, to recommend adoption of the Merger Agreement by the stockholders of Axonics, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Axonics.
The Board of Directors unanimously recommends, on behalf of Axonics, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

TABLE OF CONTENTS

The proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Transactions. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We urge you to read both the proxy statement and the Merger Agreement carefully in their entirety.
The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Transactions. You should carefully read and consider the entire proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Transactions and how they affect you.
Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend, and vote at, the Special Meeting, then your vote at the Special Meeting will revoke any proxy that you have previously submitted.
If you hold your Shares in “street name,” you should instruct your bank, broker or other nominee how to vote your Shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.
Your vote is very important, regardless of the number of Shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of a majority of all outstanding Shares as of the close of business on February 8, 2024, which is the record date for the Special Meeting.
Under the General Corporation Law of the State of Delaware, stockholders and beneficial owners of Shares who do not vote in favor of the adoption of the Merger Agreement have the right to seek an appraisal of the “fair value” of their Shares as determined by the Delaware Court of Chancery, but only if they comply fully with the applicable requirements of Delaware law, which are summarized in the section captioned “The Merger—Appraisal Rights” in the accompanying proxy statement and which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.
If you have any questions concerning the Merger Agreement, the Transactions, the Special Meeting or the proxy statement, would like additional copies of the proxy statement or need help voting your Shares, please contact our proxy solicitor:
Kingsdale Advisors
745 Fifth Avenue, 5th Floor New York, NY 10151
(888) 518-1563 (stockholders)
(646) 491-9096 (banks and brokerage firms)
On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.
Sincerely,

/s/ Raymond W. Cohen

Raymond W. Cohen
Chief Executive Officer
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the Transactions, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this proxy statement or any document incorporated by reference herein. Any representation to the contrary is a criminal offense.
This proxy statement is dated February 22, 2024, and is first being mailed to our stockholders on or about February 22, 2024.

TABLE OF CONTENTS


Axonics, Inc.
26 Technology Drive
Irvine, California 92618
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held March 22, 2024
To Our Stockholders,
Notice is hereby given that a Special Meeting of Stockholders of Axonics, Inc., a Delaware corporation (“Axonics”), will be held virtually on March 22, 2024, at 9:00 a.m. Pacific Time, and any adjournments or postponements thereof (the “Special Meeting”). You will not be able to attend the Special Meeting in person. Stockholders of record, and beneficial owners of our common stock holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance and, in the case of beneficial holders, holding a valid proxy from a stockholder of record, will be able to participate in the Special Meeting, vote on the proposals described below, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AXNX2024SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card if you receive the proxy materials by mail. The Special Meeting is being held on a virtual-only basis.
The Special Meeting will be held for the following purposes:
1.
To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated January 8, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Axonics, Boston Scientific Corporation, a Delaware corporation (“Boston Scientific”), and Sadie Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, Boston Scientific will acquire Axonics via a merger of Merger Sub with and into Axonics, with the separate corporate existence of Merger Sub thereupon ceasing and Axonics continuing as the surviving company and a wholly owned subsidiary of Boston Scientific (the “Merger”);
2.
To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Axonics’ named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and
3.
To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
The Board of Directors has fixed the close of business on February 8, 2024 as the record date for determining the holders of our common stock entitled to notice of and to vote at the Special Meeting. Only stockholders of record at the close of business on the record date are entitled to such notice and to vote, virtually or by proxy, at the Special Meeting.
The Board of Directors unanimously recommends, on behalf of Axonics, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
A list of stockholders will be available for examination by any stockholder at the Special Meeting and at our corporate headquarters, located at 26 Technology Drive, Irvine, CA 92618, for a period of 10 days prior to the Special Meeting.

TABLE OF CONTENTS

Your vote is very important. Additional information on how you can participate in the Special Meeting to the fullest extent is set forth in the “Questions and Answers About the Special Meeting and Voting” and “The Special Meeting” sections of this proxy statement, which begin on pages 13 and 24, respectively. Regardless of whether you expect to attend the Special Meeting, please complete, date, sign and return the proxy card, or submit your proxy electronically over the Internet or by the telephone (using the instructions provided in the enclosed proxy card), as promptly as possible in order to ensure your representation at the Special Meeting.
 
Sincerely,
 
 
 
/s/ Raymond W. Cohen
 
 
 
Raymond W. Cohen
 
Chief Executive Officer

TABLE OF CONTENTS

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 22, 2024
IMPORTANT NOTICE REGARDING THE PROXY MATERIALS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 22, 2024
This proxy statement is available on the investor relations section of our website at https://ir.axonics.com/. The information provided on, or accessible through, our website is not part of this proxy statement, and therefore is not incorporated herein by reference. We intend to commence mailing of these proxy materials on or about February 22, 2024 to all stockholders of record entitled to vote at the Special Meeting.
A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder at the Special Meeting and during regular business hours for the 10 days prior to the Special Meeting at our principal executive offices, located at 26 Technology Drive, Irvine, CA 92618. Stockholders may examine the list for any legally valid purpose related to the Special Meeting. If you would like to examine the list, please email us at [email protected].
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting by following the instructions provided in the section of this proxy statement captioned “The Special Meeting—Revocability of Proxies”.
If you hold your Shares in “street name,” you should instruct your bank, broker or other nominee how to vote your Shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.
If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your Shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.
For purposes of the proposal to adopt the Merger Agreement, abstentions, if any, will be included in the calculation of the number of Shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved, but will be counted as a vote “AGAINST” this proposal. If you fail to submit a proxy or to vote online at the Special Meeting, or abstain from voting on the proposal to adopt the Merger Agreement, it will have the same effect as a vote “AGAINST” this proposal.
For purposes of the Adjournment Proposal and the Compensation Proposal, (i) if your Shares are present at the Special Meeting but are not voted on such proposal, or if you have given a proxy and abstained on such proposal, this will have the same effect as if you voted “AGAINST” approval of the Adjournment Proposal or the Compensation Proposal, as applicable, and (ii) if you fail to submit a proxy or to attend the Special Meeting virtually, the Shares held by you or your broker will not be counted in respect of, and will not have an effect on, the Adjournment Proposal or the Compensation Proposal, as applicable.
You should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Transactions and how they affect you. If you have any questions concerning the Merger Agreement, the Transactions, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Shares, please contact our proxy solicitor:
Kingsdale Advisors
745 Fifth Avenue, 5th Floor New York, NY 10151
(888) 518-1563 (stockholders)
(646) 491-9096 (banks and brokerage firms)

TABLE OF CONTENTS

TABLE OF CONTENTS
 
Page
i


TABLE OF CONTENTS

SUMMARY
This summary highlights selected information from this proxy statement related to the merger of Sadie Merger Sub, Inc., a wholly owned subsidiary of Boston Scientific Corporation with and into Axonics, Inc. (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), and may not contain all of the information that is important to you. To understand the Transactions more fully and for a more complete description of the legal terms of the Transactions, you should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement (as defined below), along with all of the documents to which we refer in this proxy statement, as they contain important information about, among other things, the Transactions and how they affect you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this proxy statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Transactions.
Except as otherwise specifically noted in this proxy statement, “Axonics,” “we,” “our,” “us” and similar words refer to Axonics, Inc., including, in certain cases, its subsidiaries. Throughout this proxy statement, we refer to Boston Scientific Corporation as “Boston Scientific” and Sadie Merger Sub, Inc. as “Merger Sub.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated January 8, 2024, by and among Axonics, Boston Scientific and Merger Sub, as it may be amended, modified or supplemented from time to time, as the “Merger Agreement,” the date of the Merger Agreement as the “Signing Date,” and the holders of our Shares as “stockholders.”
The Special Meeting
Date, Time, Place and Purpose of the Special Meeting
The Special Meeting to consider and vote on the proposal to adopt the Merger Agreement will be held on March 22, 2024, at 9:00 a.m. Pacific Time, via live audio webcast on the Internet. Stockholders of record, and beneficial owners of our common stock holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance, will be able to participate in the Special Meeting, vote, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AXNX2024SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card. The Special Meeting is being held on a virtual-only basis.
At the Special Meeting, stockholders of record as of the close of business on February 8, 2024 (the “Record Date”) will be asked to consider and vote on:
a proposal to adopt the Merger Agreement;
a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Axonics’ named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and
a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the Notice of Special Meeting may be acted upon at the Special Meeting.
Record Date; Shares Entitled to Vote; Quorum
You are entitled to receive notice of, and vote at, the Special Meeting if you owned any share(s) of common stock of Axonics, par value $0.0001 per share (each, a “Share” and collectively, the “Shares”), including any Axonics RSAs (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Axonics Options, Axonics RSAs and Axonics PSUs”), on the Record Date. Each holder of common stock shall be entitled to one vote for each Share owned on the Record Date on all matters properly coming before the Special Meeting.
As of the Record Date, there were 51,004,596 Shares outstanding (of which 1,127,803 Shares were Axonics RSAs) and entitled to vote at the Special Meeting. A quorum is necessary to adopt the Merger Agreement and approve the Compensation Proposal. A quorum is the minimum number of Shares required to be present at the Special
1

TABLE OF CONTENTS

Meeting for the meeting to be properly held under our bylaws and Delaware law. The presence, in person or by proxy, of the holders of record of a majority of the outstanding Shares (including any Axonics RSAs) entitled to vote shall constitute a quorum for the transaction of business at the Special Meeting. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, only Shares present virtually or represented by proxy at the Special Meeting will be counted in determining whether a quorum is present. Your Shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee based on your instructions), if you vote at the Special Meeting or if you attend the Special Meeting but abstain from voting. If you return a properly signed proxy card without indicating voting preferences on the proxy card, the Shares represented by that proxy will be counted as present for purposes of establishing a quorum at the Special Meeting and all of such Shares will be voted as recommended by the Board of Directors. If you hold your Shares in “street name” and do not give any instruction to your broker, bank or other nominee as to how your Shares should be voted at the Special Meeting for any proposal, those Shares will not be entitled to vote on any proposal at the Special Meeting and will not be counted for purposes of establishing a quorum. However, if you hold your Shares in “street name” and give voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but give no instruction as to the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.
The Special Meeting may be adjourned whether or not a quorum is present.
Vote Required; Abstentions and Failure to Vote
The affirmative vote of the holders of a majority of all outstanding Shares (including any Axonics RSAs) on the Record Date is required to adopt the Merger Agreement. Because the required vote for the proposal to adopt the Merger Agreement is based on the number of votes our stockholders are entitled to cast rather than on the number of votes actually cast, if you fail to authorize a proxy or vote online at the meeting, abstain from voting at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such failure will have the same effect as votes cast “AGAINST” the proposal to adopt the Merger Agreement. As of February 8, 2024, the Record Date for the Special Meeting, 25,502,299 Shares (including any Axonics RSAs) constitute a majority of the issued and outstanding Shares.
Approval of the Compensation Proposal requires the affirmative vote of the majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote generally on the subject matter. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, only Shares present virtually or represented by proxy at the Special Meeting will be able to be voted. The approval of the Compensation Proposal is advisory (non-binding) and is not a condition to the completion of the Merger. If you abstain from voting, that abstention will have the same effect as if you voted “AGAINST” the Compensation Proposal. If you fail to instruct your broker, bank or other nominee on how to vote, such failure will have no effect on the Compensation Proposal.
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote generally on the subject matter. If you abstain from voting, that abstention will have the same effect as if you voted “AGAINST” the Adjournment Proposal. If you fail to instruct your broker, bank or other nominee on how to vote, such failure will have no effect on the Adjournment Proposal.
An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal. However, abstentions are counted as Shares present or represented by proxy at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting.
If you hold your Shares in “street name,” you should instruct your bank, broker or other nominee how to vote your Shares in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. Failure to instruct your broker on how to vote your Shares will have the effect of a vote “AGAINST” the adoption of the Merger Agreement but will have no effect on the Adjournment Proposal or the Compensation Proposal.
2

TABLE OF CONTENTS

Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of Shares held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those Shares will not be present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of Shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.
Shares Held by Axonics’ Directors and Executive Officers
As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 554,570 Shares, representing approximately 1.1% of the Shares (including any Axonics RSAs) outstanding on the Record Date.
Our directors and executive officers have informed us that they currently intend to vote all of their respective Shares (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.
The Merger
Parties Involved in the Merger
Axonics, Inc.
Axonics, Inc. was incorporated in the State of Delaware in March 2012 under the name American Restorative Medicine, Inc. In August 2013, we changed our name to Axonics Modulation Technologies, Inc., and commenced our operations in late 2013, and in March 2021, we changed our name to Axonics, Inc. Axonics is a global medical technology company that is developing and commercializing novel products for adults with bladder and bowel dysfunction, including: (i) implantable sacral neuromodulation systems to treat urinary urge incontinence and urinary urgency frequency, as well as fecal incontinence and non-obstructive urinary retention; and (ii) a urethral bulking agent to treat female stress urinary incontinence.
Axonics’ principal executive offices are located at 26 Technology Drive, Irvine, California 92618 and our telephone number is (949) 396-6322.
Boston Scientific Corporation
Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties, such as cardiology, peripheral interventions, endoscopy, urology and neuromodulation. Boston Scientific’s mission is to transform lives through innovative medical solutions that improve the health of patients around the world. Boston Scientific advances science for life by providing a broad range of high performance solutions to address unmet patient needs and reduce the cost of healthcare.
Boston Scientific’s principal corporate offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, and its telephone number is (508) 683-4000.
Sadie Merger Sub, Inc. (Merger Sub)
Sadie Merger Sub, Inc. is a Delaware corporation and a wholly owned subsidiary of Boston Scientific and was formed on January 4, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the Transactions. Upon the completion of the Merger, the separate corporate existence of Merger Sub will cease and Axonics will continue as the surviving company and a wholly owned subsidiary of Boston Scientific (the “Surviving Corporation”).
Merger Sub’s principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752 and its telephone number is (508) 683-4000.
3

TABLE OF CONTENTS

Effect of the Merger
Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Axonics, with the separate corporate existence of Merger Sub thereupon ceasing and Axonics continuing as the Surviving Corporation and a wholly owned subsidiary of Boston Scientific. As a result of the Merger, Axonics’ common stock will no longer be publicly traded, and will be delisted from the Nasdaq Global Select Market (“Nasdaq”). In addition, the Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Axonics will no longer file periodic reports under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”). If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.
The Effective Time (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Closing and Effective Time”) will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as Axonics and Boston Scientific may agree in writing and specify in the certificate of merger).
Effect on Axonics if the Merger is Not Completed
If the Merger Agreement is not adopted by the stockholders, or if the Merger is not completed for any other reason:
the stockholders will not be entitled to, nor will they receive, any payment for their respective Shares pursuant to the Merger Agreement;
(i) Axonics will remain an independent public company, (ii) the Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act and (iii) Axonics will continue to file periodic reports under the Exchange Act with the SEC;
under certain specified circumstances, Axonics will be required to pay Boston Scientific a termination fee of $75 million (the “Axonics Termination Fee”) upon or following the termination of the Merger Agreement; and
under certain specified circumstances, Boston Scientific will be required to pay Axonics a termination fee of $140 million (the “Boston Scientific Termination Fee”) following the termination of the Merger Agreement.
For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees and Expenses.”
Merger Consideration
Axonics Common Stock
At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than Shares (a) held in the treasury of Axonics, (b) owned by any direct or indirect wholly owned subsidiary of Axonics, (c) owned by Merger Sub, Boston Scientific or any direct or indirect wholly owned subsidiary of Boston Scientific or (d) held by stockholders and beneficial owners of Shares who are entitled to demand and have properly demanded appraisal for such Shares in accordance with Section 262 (“Section 262”) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and as of the Effective Time, have not effectively waived, withdrawn or otherwise lost their appraisal rights under the DGCL with respect to such Shares (the “Dissenting Shares” and collectively with the Shares described in clauses (a), (b) and (c), the “Excluded Shares”), will be canceled and converted automatically into the right to receive $71.00 in cash, without interest (the “Merger Consideration”).
At or before the Effective Time, Boston Scientific will deposit, or cause Merger Sub to deposit, with the Paying Agent (as defined below), for the benefit of the holders of Shares (other than Excluded Shares), cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid in respect of Shares under the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”
If the Merger is consummated, stockholders and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Shares under Section 262 and, if all procedures described in Section 262 are timely and strictly complied with, to receive payment in cash for the “fair value” of their Shares,
4

TABLE OF CONTENTS

exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement.
A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”
Treatment of Axonics Options, Axonics RSAs and Axonics PSUs
The Merger Agreement provides that, at the Effective Time:
(i)
each outstanding and unexercised option granted under any Axonics stock plan (each, an “Axonics Option”), whether vested or unvested, with an exercise price per Share that is less than the Merger Consideration will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Axonics Option and (b) the aggregate number of Shares remaining issuable upon exercise of such Axonics Option, less applicable taxes and authorized deductions;
(ii)
each outstanding and unexercised Axonics Option, whether vested or unvested, with an exercise price per Share that is equal to or greater than the Merger Consideration will be canceled without the payment of any consideration;
(iii)
each outstanding restricted stock award granted under any Axonics stock plan (each, an “Axonics RSA”) will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares that are Axonics RSAs, less applicable taxes and authorized deductions; and
(iv)
each outstanding restricted share unit award granted under any Axonics stock plan that vests based on achievement of any market or performance condition and service condition (each, an “Axonics PSU”), whether vested but unsettled or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares underlying such Axonics PSU (determined based on (1) for an Axonics PSU for which the market condition is relative total stockholder return, actual performance of the relevant peer group as of Axonics’ fiscal quarter-end immediately preceding the closing of the Merger (the “Closing”) and the Merger Consideration as the per Share price, and (2) for any other Axonics PSU, the greater of (A) the target level of achievement of all relevant performance goals in accordance with the applicable award agreement relating thereto or (B) the actual level of achievement of all relevant performance goals against target as of Axonics’ fiscal quarter-end immediately preceding the Closing in accordance with the applicable award agreement relating thereto), less applicable taxes and authorized deductions, and each Axonics PSU that has not been deemed earned in accordance with the applicable award agreement will be canceled without the payment of consideration.
Recommendation of the Axonics Board of Directors
After considering various factors described in this proxy statement under the caption, “The Merger— Recommendation of the Board of Directors and Reasons for the Merger,” Axonics’ Board of Directors (the “Board of Directors”) unanimously: (i) determined that the Merger Agreement, the Merger and the other Transactions to be consummated by Axonics are advisable and fair to, and in the best interests of, Axonics and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by Axonics of the Merger Agreement and the consummation of the Transactions to be consummated by Axonics, including the Merger, (iii) resolved, subject to certain circumstances set forth in the Merger Agreement, to recommend adoption of the Merger Agreement by the stockholders of Axonics, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Axonics.
5

TABLE OF CONTENTS

The Board of Directors also unanimously recommends, on behalf of Axonics, that the stockholders vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.
Prior to receipt of the affirmative vote of the holders of a majority of all outstanding Shares to adopt the Merger Agreement (the “Axonics Stockholder Approval”), under certain specified circumstances, following the receipt of an Acquisition Proposal (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The “No Shop” Period—No Solicitation of Other Offers”) that did not result from a material breach of Axonics’ no solicitation obligations set forth in the Merger Agreement, the Board of Directors may withdraw or change the foregoing recommendation if the Board of Directors determines in good faith (after consultation with its outside legal counsel and outside financial advisors) that such Acquisition Proposal is a Superior Proposal (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The “No Shop” Period—No Solicitation of Other Offers”) and determines in good faith (after consultation with its outside legal counsel) that a failure to so withdraw or change the foregoing recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, subject to, among other things, the matching rights in favor of Boston Scientific (as further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”). The Board of Directors cannot withdraw or change the foregoing recommendation unless it complies with certain procedures in the Merger Agreement, including, but not limited to, providing Boston Scientific four calendar days to make adjustments in the terms and conditions of the Merger Agreement in response to any such Acquisition Proposal and an additional two calendar days to make such adjustments in response to any changes to the financial or other material terms of such Acquisition Proposal. The termination of the Merger Agreement by Boston Scientific, prior to receipt of the Axonics Stockholder Approval, following the withdrawal or change by the Board of Directors of its recommendation that the stockholders adopt the Merger Agreement will result in the payment by Axonics of the Axonics Termination Fee. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change.”
Opinion of J.P. Morgan Securities LLC
Pursuant to an engagement letter dated as of September 1, 2023, Axonics retained J.P. Morgan Securities LLC (“J.P. Morgan”) as its financial advisor in connection with a possible sale or business combination transaction.
At the meeting of the Board of Directors on January 6, 2024, J.P. Morgan, rendered its oral opinion to the Board of Directors, which was subsequently confirmed in writing by delivery of J.P. Morgan’s written opinion, dated January 6, 2024, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, qualifications, limitations and other matters considered set forth in its written opinion, the Merger Consideration to be paid to the holders of the Shares in the proposed Merger was fair, from a financial point of view, to such holders.
The full text of the written opinion of J.P. Morgan dated January 6, 2024, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Axonics’ stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger and was directed only to the Merger Consideration to be paid to the holders of the Shares in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Axonics or as to the underlying decision by Axonics to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Axonics as to how such stockholder should vote with respect to the proposed Merger or any other matter.
For more information, see Annex B to this proxy statement and the section of this proxy statement captioned “The Merger—Opinion of J.P. Morgan Securities LLC.”
6

TABLE OF CONTENTS

Interests of Axonics’ Directors and Executive Officers in the Merger
When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, stockholders should be aware that some of Axonics’ directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement, the Merger and the other Transactions were advisable and fair to, and in the best interests of, Axonics and its stockholders, in reaching its decision to duly authorize and approve the execution, delivery and performance by Axonics of the Merger Agreement and the consummation by Axonics of the Transactions to be consummated by it, in reaching its decision to resolve to recommend the adoption of the Merger Agreement by the stockholders of Axonics, and in reaching its decision to direct that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Axonics. These interests include:
at the Effective Time of the Merger, each Axonics Option, Axonics RSA, and Axonics PSU will receive the accelerated vesting and cash out treatment described in the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger—Payments in Exchange for Axonics Options, Axonics RSAs and Axonics PSUs”;
eligibility of Axonics’ executive officers to receive cash bonuses in lieu of annual equity compensation during the period between January 1, 2024 and the earlier of (i) the Effective Time or (ii) December 31, 2024, subject to each such individual’s continued employment through the Effective Time, as described in more detail in the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger—Cash Opportunities in Lieu of Equity Compensation”;
continued eligibility of Axonics’ executive officers to receive severance payments and benefits (including equity award vesting acceleration) under the terms of their employment agreements, as described in more detail in the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger—Payments Upon Termination Pursuant to Executive Employment Agreements”; and
continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.
If the proposal to adopt the Merger Agreement is approved, the Shares held by Axonics directors and executive officers will be treated in the same manner as outstanding Shares held by all other stockholders. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger.
Appraisal Rights
If the Merger is consummated, stockholders and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Shares under Section 262 and, if all procedures described in Section 262 are timely and strictly complied with, to receive payment in cash for the “fair value” of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any), as determined by the Delaware Court of Chancery. These rights are known as “appraisal rights”.
Stockholders of record and beneficial owners of Shares who exercise appraisal rights under Section 262 may not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Stockholders of record and beneficial owners of Shares considering seeking appraisal should recognize that the “fair value” of their Shares determined under Section 262 could be more than, the same as, or less than, the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply timely and strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, stockholders of record and beneficial owners of Shares wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.
7

TABLE OF CONTENTS

A stockholder of record or beneficial owners of Shares who (i) continuously holds of record or beneficially owns, as applicable, such Shares through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the Shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Axonics and to be set forth on the Chancery List (as defined in the section of this proxy statement captioned “The Merger—Appraisal Rights”), will be entitled to receive the “fair value” of his, her or its Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.
Section 262 requires that where a proposed merger is to be submitted for approval at a meeting of stockholders, the corporation must notify stockholders that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262. The required copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”
Material U.S. Federal Income Tax Consequences of the Merger
The receipt of cash by U.S. Holders (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for Shares in the Merger will be a taxable transaction to such stockholders for United States (the “U.S.”) federal income tax purposes. Each such U.S. Holder generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the Shares surrendered in the Merger. Backup withholding taxes may also apply to the cash payments made pursuant to the Merger, unless the U.S. Holder complies with certification procedures under the backup withholding rules.
A stockholder that is a Non-U.S. Holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Shares for cash in the Merger unless such Non-U.S. Holder has certain connections to the U.S., but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.
Stockholders should read the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”
This proxy statement contains a general discussion of U.S. federal income tax consequences of the Merger. Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal estate, gift and other income and other non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.
Regulatory Approvals Required for the Merger
Under the Merger Agreement, the Merger cannot be consummated until (i) the applicable waiting period (and any extension thereof) under the Hart–Scott–Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or any voluntary agreement with the Department of Justice Antitrust Division (“DOJ”) or the Federal Trade Commission (“FTC”) not to consummate the Transactions has expired or been terminated and (ii) required consents, approvals, non-disapprovals and other authorizations under certain foreign antitrust or competition laws have been obtained.
8

TABLE OF CONTENTS

Axonics and Boston Scientific have agreed to use reasonable best efforts to obtain all regulatory approvals that may be or become necessary to consummate the Merger and the other Transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement. Axonics and Boston Scientific filed notification and report forms under the HSR Act with the DOJ and the FTC on January 30, 2024.
For more information, please see the section of this proxy captioned “The Merger—Regulatory Approvals Required for the Merger.”
Conduct of Business Pending the Merger
No Solicitation of Other Offers
Under the Merger Agreement, prior to the earlier of the Effective Time or termination of the Merger Agreement in accordance with its terms, Axonics agrees that it will not and will cause each Axonics subsidiary and any of the officers, directors or employees of it or any Axonics subsidiary not to, and will instruct the other representatives of Axonics not to, directly or indirectly, among other things, (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquires, proposals or offers that would be reasonably expected to lead to an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information in connection with any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) otherwise knowingly facilitate or knowingly encourage any effort or attempt to make an Acquisition Proposal, or any inquiries, proposals or offers that would reasonably be expected to lead to an Acquisition Proposal, or (iv) execute or enter into any Acquisition Agreement (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”), subject to a customary “fiduciary out” provision that allows Axonics, under certain specified circumstances, prior to receipt of the Axonics Stockholder Approval, to furnish information to, or engage in negotiations or discussions with, any third party that has made a bona fide Acquisition Proposal that did not result from a material breach of Axonics’ no solicitation obligations set forth in the Merger Agreement if, and only if, Axonics complies with certain notice and other requirements and the Board of Directors (x) determines in good faith (after consultation with its advisors) that such Acquisition Proposal is, or would reasonably be expected to lead to, a Superior Proposal and (y) determines in good faith (after consultation with its outside legal counsel) that its failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties under applicable law. For more information, please see the sections of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The “No Shop” Period—No Solicitation of Other Offers.
Notwithstanding the foregoing restrictions, prior to the receipt of the Axonics Stockholder Approval, the Board of Directors (1) may effect an Adverse Recommendation Change (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”) and (2) in respect of the immediately following subclause (x), may cause Axonics to terminate the Merger Agreement by written notice to Boston Scientific of such termination in order to enter into, or cause an Axonics subsidiary to enter into, an Acquisition Agreement with respect to a Superior Proposal (subject to the payment of the Axonics Termination Fee in accordance with the terms of the Merger Agreement), if (x) Axonics receives a written Acquisition Proposal that did not result from a material breach of Axonics’ no solicitation obligations in the Merger Agreement that the Board of Directors determines in good faith (after consultation with its outside legal counsel and outside financial advisors) is a Superior Proposal and determines in good faith (after consultation with its outside legal counsel) that its failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties under applicable law or (y) an Intervening Event (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The “No Shop” Period—No Solicitation of Other Offers”) occurs and as a result thereof the Board of Directors determines in good faith (after consultation with its outside legal counsel) that the failure to effect an Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; subject, in each case, to compliance with the terms and conditions of the Merger Agreement. For more information, please see the sections of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The “No Shop” Period—No Solicitation of Other Offers.”
If Axonics terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal, Axonics must pay the Axonics Termination Fee to Boston Scientific. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change.”
9

TABLE OF CONTENTS

Conditions to the Closing of the Merger
The respective obligations of Boston Scientific, Merger Sub and Axonics to consummate the Merger are subject to the satisfaction or written waiver (where permissible under applicable law) of the following conditions:
the Axonics Stockholder Approval must have been obtained;
no governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order (whether temporary, preliminary or permanent) that is in effect and enjoins or otherwise prohibits or makes illegal the consummation of the Merger (the “No Governmental Order Closing Condition”);
any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any agreement with a governmental authority not to consummate the Merger must have expired or been terminated (the “HSR Closing Condition”); and
all required consents, approvals, non-disapprovals and other authorizations of any governmental authority set forth in Axonics’ disclosure schedule to the Merger Agreement must have been obtained (together with the HSR Closing Condition, the “Regulatory Approval Closing Conditions”).
Additionally, the obligations of Boston Scientific and Merger Sub to consummate the Merger are further subject to the satisfaction or waiver (where permissible under applicable law) of the following additional conditions:
the accuracy of certain representations and warranties provided by Axonics in the Merger Agreement as of the Signing Date and the date of the Closing (except to the extent such representations and warranties were, by their terms, made as of a specified date, in which case their accuracy is to be assessed as of such specified date), in each case, subject to certain qualifications and materiality thresholds;
Axonics must have performed or complied in all material respects with each of the agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time;
since the Signing Date, there must not have occurred an Axonics Material Adverse Effect (as defined in the section of this proxy statement below captioned “Proposal 1: Adoption of the Merger Agreement—Representations and Warranties”) that is continuing; and
Axonics will have delivered to Boston Scientific a certificate, dated the Closing Date (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Closing and Effective Time”), signed by a duly authorized officer of Axonics, certifying as to the satisfaction of certain conditions to consummate the Merger.
The obligations of Axonics to consummate the Merger are subject to the satisfaction or waiver (where permissible under applicable law) of the following additional conditions:
the accuracy of certain representations and warranties provided by Boston Scientific and Merger Sub in the Merger Agreement as of the Signing Date and the date of the Closing (except to the extent such representations and warranties were, by their terms, made as of a specified date, in which case their accuracy is to be assessed as of such specified date), in each case, subject to certain qualifications and materiality thresholds;
each of Boston Scientific and Merger Sub must have performed or complied in all material respects with each of the agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time; and
Boston Scientific will have delivered to Axonics a certificate, dated the Closing Date, signed by a duly authorized officer of Boston Scientific, certifying as to the satisfaction of certain conditions to consummate the Merger.
For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger.”
10

TABLE OF CONTENTS

Termination of the Merger Agreement
Boston Scientific and Axonics have certain customary rights to terminate the Merger Agreement under certain circumstances, including:
by mutual written consent of Boston Scientific and Axonics;
by either Boston Scientific or Axonics:
if the Effective Time has not occurred by 5:00 p.m., New York time, on or before January 8, 2025 (as such date may be extended pursuant to this paragraph, the “Outside Date”); provided however, that if, on the Outside Date, any of the conditions pertaining to (i) the No Governmental Order Closing Condition (to the extent the law or order giving rise to such condition not having been satisfied relates to the matters in the Regulatory Approval Closing Conditions) or (ii) the Regulatory Approval Closing Conditions have not been satisfied but all other conditions to the Merger have been satisfied or waived or will then be capable of being satisfied if the Closing were to take place on such date, then either Boston Scientific or Axonics may, by written notice to the other party, elect to extend the Outside Date in three-month increments until no later than January 8, 2026, unless Boston Scientific and Axonics have agreed to an earlier or later date for such extension; provided, further, that the right to terminate the Merger Agreement in accordance with the foregoing will not be available to any party whose failure to fulfill any agreements and covenants under the Merger Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to occur on or before such date;
if any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger and such law or order will have become final and nonappealable, or if there will be adopted following the date of execution of the Merger Agreement any law that makes consummation of the Merger illegal or otherwise prohibited; provided, however, the right to terminate the Merger Agreement pursuant to the foregoing will not be available to any party whose failure to fulfill any agreements and covenants relating to regulatory filings set forth in the Merger Agreement has been the principal cause of, or resulted in, such law or order being enacted, issued, promulgated, enforced, entered or adopted, as applicable;
if the Merger Agreement fails to receive the Axonics Stockholder Approval at the Special Meeting;
by Boston Scientific:
if, prior to Axonics’ receipt of the Axonics Stockholder Approval, the Board of Directors shall have effected, and not withdrawn at least three business days prior to the Special Meeting, an Adverse Recommendation Change;
if Axonics has breached any of its representations or warranties, or failed to perform any of its covenants or agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure to be satisfied of either of the conditions to the Merger related to the accuracy of Axonics’ representations and warranties or Axonics’ performance of covenants and agreements and (ii) is incapable of being cured prior to the Outside Date or, if curable by such date, is not cured within the earlier of (A) 30 calendar days after written notice thereof is given by Boston Scientific to Axonics and (B) the Outside Date; provided, however, that Boston Scientific will not have the right to terminate the Merger Agreement pursuant to the foregoing if Boston Scientific or Merger Sub is then in breach of any of its respective representations, warranties, covenants or agreements under the Merger Agreement such that either of conditions to the Merger related to the accuracy of Boston Scientific’s or Merger Sub’s representations and warranties, or Boston Scientific’s or Merger Sub’s performance of covenants and agreements, is not satisfied or capable of being satisfied by the Outside Date; or
11

TABLE OF CONTENTS

by Axonics:
at any time prior to receipt of the Axonics Stockholder Approval, if the Board of Directors determines to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with the terms and conditions of the Merger Agreement; provided that (i) Axonics shall not have materially breached its no solicitation obligations set forth in the Merger Agreement and (ii) substantially concurrently with, and as a condition to the effectiveness of, such termination Axonics pays to Boston Scientific the Axonics Termination Fee;
if Boston Scientific has breached any of its representations or warranties, or Boston Scientific or Merger Sub has failed to perform any of its covenants or agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure to be satisfied of either of the conditions to the Merger related to the accuracy of Boston Scientific’s or Merger Sub’s representations and warranties, or Boston Scientific’s or Merger Sub’s performance of covenants and agreements and (ii) is incapable of being cured prior to the Outside Date or, if curable by such date, is not cured within the earlier of (A) 30 calendar days after written notice thereof is given by Axonics to Boston Scientific and (B) the Outside Date; provided, however, that Axonics will not have the right to terminate the Merger Agreement pursuant to the foregoing if Axonics is then in breach of any of its representations, warranties, covenants or agreements under the Merger Agreement such that either of the conditions to the Merger related to the accuracy of Axonics’ representations and warranties, or Axonics’ performance of covenants and agreements, is not satisfied or capable of being satisfied by the Outside Date.
Under some circumstances, Axonics will be required to pay Boston Scientific the Axonics Termination Fee upon or following the termination of the Merger Agreement, and under certain circumstances Boston Scientific will be required to pay Axonics the Boston Scientific Termination Fee following the termination of the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees and Expenses.”
Legal Proceedings Regarding the Merger
As of February 21, 2024, Axonics has received two demand letters from purported stockholders of Axonics (the “Demand Letters”), which generally allege that the preliminary proxy statement filed on February 7, 2024 contains disclosure deficiencies in violation of Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The Demand Letters seek corrective disclosures in the proxy statement in advance of the Special Meeting.
Axonics believes that the disclosures in this proxy statement comply fully with applicable law. It is possible that additional or similar demand letters may be received by Axonics, the Board of Directors, and/or Boston Scientific and/or that complaints may be filed alleging similar or additional deficiencies between the date of this proxy statement and consummation of the Merger. If any such additional demand letters are received or any complaints are filed, absent new or different allegations that are material, Axonics and/or Boston Scientific will not necessarily disclose such demand letters or complaints.
For more information, see the section captioned “The Merger—Legal Proceedings Regarding the Merger.”
12

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND VOTING
The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this proxy statement and the Special Meeting. The following questions and answers are also intended to provide our stockholders with certain information that is required to be provided under the rules and regulations of the SEC. These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about the proxy statement or the Special Meeting, please see “Whom should I contact with other questions?” below.
1.
What is the purpose of the Special Meeting?
At the Special Meeting, our stockholders will be asked to consider and vote upon the matters described in this proxy statement and in the accompanying Notice of Special Meeting, and any other matters that properly come before the Special Meeting.
2.
When and where will the Special Meeting be held?
The Special Meeting will be held on March 22, 2024, at 9:00 a.m. Pacific Time. Stockholders of record, and beneficial owners of our common stock holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance, will be able to participate in the Special Meeting, vote, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AXNX2024SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card. The Special Meeting is being held on a virtual-only basis.
3.
How can I participate and ask questions at the Special Meeting?
We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the Special Meeting as they would at an in-person meeting. In order to submit a question at the Special Meeting, you will need your 16-digit control number that is printed on the proxy card that you received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start of the Special Meeting and submit questions online. You will also be able to submit questions during the Special Meeting. We encourage you to submit any question that is relevant to the business of the Special Meeting. All appropriate questions asked during the Special Meeting will be read and addressed during the Special Meeting. Stockholders are encouraged to log into the webcast at least 15 minutes prior to the start of the Special Meeting to test their internet connectivity.
4.
What if I have technical or other “IT” problems logging into or participating in the Special Meeting webcast?
We will provide a toll-free technical support “help line” that can be accessed by any stockholder who is having challenges logging into or participating in the Special Meeting. If you encounter any difficulties accessing the Special Meeting during the check-in or meeting time, please call the technical support line number that will be posted on the Virtual Shareholder Meeting login page.
5.
Why am I receiving these proxy materials?
We are providing these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at the Special Meeting. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to have your Shares voted. Instead, you may have your Shares voted using one of the other voting methods described in this proxy statement. Regardless of whether you expect to attend the Special Meeting, please submit your proxy as soon as possible in order to ensure your representation at the Special Meeting and to minimize our proxy solicitation costs.
6.
What is a “proxy”?
The term “proxy,” when used with respect to a stockholder, refers to either a person or persons legally authorized to act on the stockholder’s behalf or a format that allows the stockholder to vote without attending the Special Meeting.
13

TABLE OF CONTENTS

Because it is important that as many stockholders as possible be represented at the Special Meeting, the Board of Directors is asking that you review this proxy statement carefully and then vote by following the instructions set forth on the proxy card. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.
7.
What am I being asked to vote upon at the Special Meeting?
At the Special Meeting, you will be asked to consider and vote on:
a proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Axonics, with the separate corporate existence of Merger Sub thereupon ceasing and Axonics continuing as the Surviving Corporation and a wholly owned subsidiary of Boston Scientific;
a proposal to approve, on an advisory (non-binding) basis, the Compensation Proposal; and
a proposal to approve the Adjournment Proposal.
8.
What are the voting options for each Proposal?
On all of the proposals, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
9.
How does the Board of Directors recommend that I vote?
The Board of Directors unanimously recommends that you vote your Shares:
“FOR” the adoption of the Merger Agreement;
“FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and
“FOR” the Adjournment Proposal.
For a discussion of the factors that the Board of Directors considered in determining to recommend that you vote to approve the proposal to adopt the Merger Agreement, please see the section captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change.” In addition, when considering the recommendation of the Board of Directors, you should be aware that some of Axonics’ directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. For a discussion of these interests, please see the section captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger.
10.
How do the Board of Directors and executive officers of Axonics intend to vote?
Our directors and executive officers have informed us that they currently intend to vote all of their respective Shares (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.
11.
Who can vote at the Special Meeting?
If you were a holder of Shares as a “stockholder of record,” or if you are the “beneficial owner” of Shares held in “street name” holding a valid proxy from a stockholder of record, in each case, as of the close of business on the Record Date, you may vote your Shares at the Special Meeting. As of the Record Date, there were 51,004,596 Shares outstanding (of which 1,127,803 Shares were Axonics RSAs). Each stockholder has one vote for each Share held as of the Record Date. A list of our stockholders will be available for examination by any stockholder at the Special Meeting and at our corporate headquarters, located at 26 Technology Drive, Irvine, CA 92618, for a period of 10 days prior to the Special Meeting.
12.
What does it mean to be a “stockholder of record”?
If, on the Record Date, your Shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a “stockholder of record.” As a “stockholder of record,” you may vote at the Special Meeting or vote by proxy. Regardless of whether you plan to attend the Special Meeting, we urge you to vote your Shares using one of the voting methods described in this proxy statement.
14

TABLE OF CONTENTS

13.
What does it mean to be a “beneficial owner” of shares held in “street name”?
If, on the Record Date, your Shares (including any Axonics RSAs) were held in an account at a broker, bank, or other financial institution (we refer to each of those organizations collectively as a “broker”), then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being made available to you by that broker. The broker holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. You have the right to direct your broker on how to vote the shares in your account by following the instructions printed on the Voting Instruction Form received from the bank, broker or other institution holding your stock.
Under the rules that govern brokers, your broker is not permitted to vote on your behalf on any matter to be considered at the Special Meeting unless you provide specific instructions to the broker as to how to vote. As a result, we encourage you to communicate your voting decisions to your broker before the date of the Special Meeting to ensure that your vote will be counted.
14.
How do I obtain voting instructions if my stock is held in “street name”?
If your stock is held in “street name,” you will receive a notice, typically entitled “Voting Instruction Form” or something similar, either electronically or by mail from the bank, broker or other institution holding your stock. This notice contains instructions regarding how to access the proxy materials and how to vote.
15.
If I hold my stock in “street name” and fail to provide specific voting instructions to the bank, broker or other institution holding it on my behalf, will my stock still get voted?
No. Your broker is permitted to vote your Shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your broker how to vote. If you hold your Shares in “street name” and want a vote to be cast on your behalf for all proposals described in this proxy statement, you must submit your specific voting instructions to the bank, broker or other institution holding the stock on your behalf in response to the notice you receive from it. Without instructions, your Shares will not be voted on such proposals, which will have the same effect as if you voted “AGAINST” adoption of the Merger Agreement and, only if a quorum is not present, the Adjournment Proposal, but will have no effect on the Compensation Proposal or, if a quorum is present, the Adjournment Proposal.
16.
What are “broker non-votes”?
Generally, a “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (i) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (ii) the broker lacks the authority to vote the shares at their discretion. Because brokers do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, broker non-votes cannot occur with respect to any of these proposals to be considered at the Special Meeting. Accordingly, if your Shares are held in “street name,” your bank, broker, trust or other nominee will NOT be able to vote your Shares on any of the proposals, and your Shares will not be counted as present in determining the presence of a quorum, unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to adopt the Merger Agreement requires the affirmative vote of Axonics stockholders holding at least a majority of the outstanding Shares (including any Axonics RSAs) entitled to vote thereon at the Special Meeting, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Because the approval of each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of Shares present in person or by proxy at the Special Meeting and entitled to vote on the proposal, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on the Compensation Proposal or the Adjournment Proposal.
17.
What documentation must I provide to be admitted to the Special Meeting and how do I attend?
If your Shares are registered in your name, you will need to provide your 16-digit control number included on your proxy card in order to be able to participate in the Special Meeting. If your Shares are not registered in your name (if, for instance, your Shares are held in “street name” for you by your broker, bank or other institution), you must follow the instructions printed on your Voting Instruction Form. In order to participate in the Special Meeting,
15

TABLE OF CONTENTS

please log on to www.virtualshareholdermeeting.com/AXNX2024SM at least 15 minutes prior to the start of the Special Meeting to provide time to register and download the required software, if needed. If you access the Special Meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.
18.
What documentation must I provide to vote online at the Special Meeting?
If you are a stockholder of record and provide your 16-digit control number when you access the Special Meeting, you may vote all shares registered in your name during the Special Meeting webcast. If you are not a stockholder of record as to any of your Shares (i.e., instead of being registered in your name, all or a portion of your Shares are registered in “street name” and held by your broker, bank or other institution for your benefit), you must follow the instructions printed on your Voting Instruction Form.
19.
How many shares must be present or represented to conduct business at the Special Meeting?
The presence at the Special Meeting of the holders of a majority of the outstanding Shares (including any Axonics RSAs), as of the Record Date, virtually or by proxy and entitled to vote, will constitute a quorum, permitting us to conduct our business at the Special Meeting. “Abstentions” will be counted as present at the Special Meeting for purposes of determining the existence of a quorum at the Special Meeting. If a quorum is not present, the Special Meeting will be adjourned until a quorum is obtained.
As of the close of business on February 8, 2024, the Record Date for the Special Meeting, there were 51,004,596 Shares outstanding (of which 1,127,803 Shares were Axonics RSAs).
20.
How can I vote my shares of Axonics stock?
Stockholders of record can vote by proxy or by attending the Special Meeting and voting. The persons named as proxies on the proxy card were designated by the Board of Directors and are members of our management. If you vote by proxy, you can do so by submitting a proxy as described below.
Submit a Proxy by Internet: You can submit a proxy in advance of the Special Meeting up until 8:59 p.m. Pacific Time on March 21, 2024 over the Internet by visiting www.proxyvote.com.
Submit a Proxy by Telephone: You can submit a proxy in advance of the Special Meeting up until 8:59 p.m. Pacific Time on March 21, 2024 by calling 1-800-690-6903.
Mailing a Proxy Card: You can submit a proxy in advance of the Special Meeting by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope.
If you are a stockholder of record, you may attend the Special Meeting and vote via the Special Meeting website, www.virtualshareholdermeeting.com/AXNX2024SM, where stockholders may vote and submit questions during the Special Meeting. Please have your 16 digit control number to join the Special Meeting. Instructions on how to attend and participate via the Internet are posted at www.proxyvote.com. Even if you plan to attend the Special Meeting, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Special Meeting. The method you use to vote will not limit your right to vote at the Special Meeting if you decide to attend the Special Meeting. If you are the beneficial owner of Shares, held in “street name,” you must obtain a legal proxy, executed in your favor by your broker, to be able to vote at the Special Meeting.
If you are the beneficial owner of Shares held in “street name,” please refer to the information forwarded by your broker to see which voting options are available to you and to see what steps you must follow if you choose to attend the Special Meeting to vote your Shares.
YOUR VOTE IS VERY IMPORTANT. We encourage you to submit your proxy even if you plan to attend the Special Meeting. If you properly give your proxy and submit it to us in time to vote, the individuals named as your proxy holders will vote your Shares as you have directed. Regardless of whether you plan to attend the Special Meeting, and regardless of the number of Shares that you own, it is important that your Shares are represented at the Special Meeting.
21.
Can I change my vote after I have submitted my vote?
Yes. You may revoke your proxy at any time before the vote is taken at the Special Meeting. If you are a stockholder of record, you may change your vote by (i) granting a new proxy bearing a later date (which
16

TABLE OF CONTENTS

automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); (ii) providing written notice of revocation to our Secretary at our corporate headquarters located at 26 Technology Drive, Irvine, CA 92618, prior to your Shares being voted at the Special Meeting; or (iii) participating in the Special Meeting and voting. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you vote at the Special Meeting or specifically so request. For shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your Shares, by attending the Special Meeting and voting.
22.
What happens if I abstain from voting or if I do not vote on the proposals?
An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If you abstain from voting, that abstention will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal. However, abstentions are counted as Shares present or represented by proxy at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum.
Failure to vote your Shares (including a failure of your broker, bank or other nominee to vote Shares held on your behalf) will count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If your Shares are not deemed present or represented by proxy and entitled to vote on the Compensation Proposal and the Adjournment Proposal, a failure to vote will not have any effect on either proposal. If your Shares are deemed present or represented by proxy and entitled to vote on the Compensation Proposal and the Adjournment Proposal, then a failure to vote your Shares will have the same effect as a vote “AGAINST” both proposals.
Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of Shares held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those Shares may not be voted on your behalf for any proposal, will not be deemed present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of Shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your Shares.
23.
What do I need to do now?
You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Transactions and how they affect you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or submit your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card), so that your Shares can be voted at the Special Meeting, unless you wish to seek appraisal pursuant to Section 262. If you hold your Shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your Shares.
24.
What happens if I sell or otherwise transfer my Shares after the Record Date but before the Special Meeting?
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your Shares after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Shares and each of you notifies Axonics in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your Shares, but you will retain your right to vote those Shares at the Special Meeting. You will also lose the ability to exercise appraisal rights in connection with the Merger with respect to the transferred Shares. Even if
17

TABLE OF CONTENTS

you sell or otherwise transfer your Shares after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or submit your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).
25.
What are the voting requirements to approve the proposals?
Assuming that a quorum is present at the Special Meeting, the voting requirements to approve each of the proposals to be voted upon at the Special Meeting are as follows:
Merger Proposal - The affirmative vote of the holders of a majority of all outstanding Shares (including any Axonics RSAs) as of the Record Date is required to adopt the Merger Agreement.
If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your Shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your Shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.
Compensation Proposal - Approval of the Compensation Proposal requires the affirmative vote of the majority of the Shares (including any Axonics RSAs) present in person or represented by proxy at the Special Meeting and entitled to vote generally on the subject matter. The approval of the Compensation Proposal is advisory (non-binding) and is not a condition to the completion of the Merger.
Adjournment Proposal - Approval of the Adjournment Proposal requires the affirmative vote of the majority of the Shares (including any Axonics RSAs) present in person or represented by proxy at the Special Meeting and entitled to vote generally on the subject matter.
26.
What will I receive if the Merger is completed?
Upon completion of the Merger, you will be entitled to receive the Merger Consideration for each Share that you own immediately prior to the Effective Time, unless you are entitled to and have properly exercised and not waived, withdrawn, failed to perfect or otherwise lost your appraisal rights under Section 262. For example, if you own 100 Shares, you will receive $7,100 in cash, less any applicable withholding taxes, in exchange for your Shares. You will not receive any shares of the capital stock in the Surviving Corporation.
27.
What will holders of Axonics stock awards receive if the Merger is consummated?
At the Effective Time:
(i)
each outstanding and unexercised Axonics Option, whether vested or unvested, with an exercise price per Share that is less than the Merger Consideration will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Axonics Option and (b) the aggregate number of Shares remaining issuable upon exercise of such Axonics Option, less applicable taxes and authorized deductions;
(ii)
each outstanding and unexercised Axonics Option, whether vested or unvested, with an exercise price per Share that is equal to or greater than the Merger Consideration will be canceled without the payment of consideration;
(iii)
each outstanding Axonics RSA will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares subject to such Axonics RSA, less applicable taxes and authorized deductions; and
(iv)
each outstanding Axonics PSU, whether vested but unsettled or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares underlying such Axonics PSU (determined based on (1) for an Axonics PSU for which the market condition is relative total stockholder return, actual performance of the relevant peer group as of Axonics’ fiscal quarter-end immediately preceding the Closing
18

TABLE OF CONTENTS

and the Merger Consideration as the per Share price and (2) for any other Axonics PSU, the greater of (A) the target level of achievement of all relevant performance goals in accordance with the applicable award agreement relating thereto or (B) the actual level of achievement of all relevant performance goals against target as of Axonics’ fiscal quarter-end immediately preceding the Closing in accordance with the applicable award agreement relating thereto), less applicable taxes and authorized deductions. At the Effective Time, each Axonics PSU that has not been deemed earned in accordance with the applicable award agreement will be canceled without the payment of consideration.
For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Axonics Options, Axonics RSAs and Axonics PSUs.”
28.
When do you expect the Merger to be completed?
We are working toward completing the Merger as promptly as possible. In order to complete the Merger, Axonics must obtain the Axonics Stockholder Approval described in this proxy statement, and the other conditions to Closing under the Merger Agreement must be satisfied or waived, including but not limited to (i) the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any voluntary agreement with a governmental authority not to consummate the Merger and (ii) consents, approvals, non-disapprovals and other authorizations of governmental authorities under certain foreign antitrust or competition laws must be obtained. Axonics and Boston Scientific filed notification and report forms under the HSR Act with the DOJ and the FTC on January 30, 2024. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time. For more information, please see the section of this proxy captioned “The Merger—Regulatory Approvals Required for the Merger.”
29.
What happens if the Merger is not completed?
If the Merger Agreement is not adopted by the stockholders or if the Merger is not completed for any other reason, stockholders will not be entitled to, nor will they receive, any payment for their Shares pursuant to the Merger Agreement. Instead, Axonics will remain an independent public company, our Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports under the Exchange Act with the SEC. Under certain specified circumstances, Axonics will be required to pay Boston Scientific the Axonics Termination Fee upon or following the termination of the Merger Agreement and under certain other specified circumstances, Boston Scientific will be required to pay Axonics the Boston Scientific Termination Fee following the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees and Expenses.”
30.
May I exercise dissenters’ rights or rights of appraisal in connection with the Merger?
Yes. If the Merger is consummated, stockholders and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Shares under Section 262 and, if all procedures described in Section 262 are timely and strictly complied with, to receive payment in cash for the “fair value” of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any), as determined by the Delaware Court of Chancery, in lieu of receiving the Merger Consideration. The “fair value” of your Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the terms of the Merger Agreement. A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.
Strict compliance with the procedures set forth in Section 262 is required. Failure to comply timely and strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.
For additional information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”
31.
Should I send in my stock certificate(s), if any, now?
No. If you are a record holder of a certificate or certificates that represent Shares on the Record Date, a letter of transmittal will be mailed to you promptly, and in any event within three business days, after the Effective Time,
19

TABLE OF CONTENTS

describing, among other things, how you should surrender your stock certificate(s) for your Shares in exchange for payment of the Merger Consideration. Please do NOT return any stock certificate(s) with your proxy.
If your Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” Shares in exchange for the Merger Consideration, and you will not be mailed, and do not need to complete, a letter of transmittal.
32.
Should I surrender my book-entry Shares now?
No. All holders of uncertificated Shares (i.e., holders whose Shares are held in book-entry form, including held in “street name” by your broker, bank or other nominee) will automatically receive the applicable Merger Consideration for their Shares shortly after the Merger is completed without any further action required on the part of such holder.
33.
Why are the stockholders being asked to cast an advisory (non-binding) vote to approve the Compensation Proposal?
The Exchange Act and applicable SEC rules thereunder require Axonics to seek an advisory (non-binding) vote with respect to certain payments that may be paid or become payable to certain of its named executive officers in connection with the Merger. As used in this proxy statement, our named executive officers are collectively referred to as the “Named Executive Officers.”
34.
What will happen if the stockholders do not approve the Compensation Proposal at the Special Meeting?
Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Axonics. Therefore, if the other requisite stockholder approvals are obtained and the Merger is completed, the amounts payable under the Compensation Proposal will be payable to Axonics’ Named Executive Officers in accordance with the terms and conditions of the applicable agreements, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.
35.
Could other matters be decided at the Special Meeting?
As of the date this proxy statement was made available to stockholders, we did not know of any matters to be raised at the Special Meeting other than those referred to in this proxy statement. However, if any other matters are presented for consideration at the Special Meeting including, among other things, consideration of a motion to adjourn the Special Meeting to another time or place in order to solicit additional proxies in favor of one or more of the Proposals, the persons named as proxy holders and acting thereunder will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote.
36.
Who is paying for the cost of this proxy solicitation?
The proxies being solicited hereby are being solicited by us, and the cost of soliciting proxies in the enclosed form will be borne by us. We have also retained Kingsdale Advisors (“Kingsdale”), to aid in the solicitation. For these services, we will pay Kingsdale a fee of approximately $12,500 and reimburse it for certain out-of-pocket disbursements and expenses. Our officers and other employees may, without compensation other than their regular compensation, solicit proxies by further mailings, personal conversations, telephone, facsimile or other electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
37.
I share an address with another stockholder, and we received only one copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
The SEC rules permit brokers to participate in a practice known as “householding,” which means that only one copy of the proxy materials will be sent to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. Householding is designed to reduce printing and postage costs, and results in cost savings for us. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you receive a householding mailing this year and would like to have additional copies of this proxy statement mailed to you, or if you would like to opt out of this practice for future
20

TABLE OF CONTENTS

mailings, please contact your broker or submit your request to our Secretary at Axonics, Inc., 26 Technology Drive, Irvine, CA 92618, or by telephone at (949) 396-6322. Upon receipt of any such request, we agree to promptly deliver a copy of this proxy statement to you. In addition, if you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact us using the contact information set forth above.
38.
Where can I find the voting results of the Special Meeting?
We will announce preliminary voting results with respect to each proposal at the Special Meeting. In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Special Meeting, unless final results are not known at that time in which case preliminary voting results will be published within four business days of the Special Meeting and final voting results will be published once they are known by us.
39.
Whom should I contact with other questions?
If you have additional questions about this proxy statement or the Special Meeting, please contact Kingsdale, our proxy solicitor, by telephone at (888) 518-1563 (stockholders) and (646) 491-9096 (banks and brokerage firms), or by email at [email protected].
21

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about future events, our business, financial condition, results of operations and prospects, our industry and the regulatory environment in which we operate. Any statements contained herein or the documents incorporated by reference herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms, or other comparable terms intended to identify statements about the future. Forward-looking statements include, but are not limited to, statements about:
the ability of the parties to consummate the Transactions in a timely manner or at all;
the risk that the Merger Agreement may be terminated in circumstances that require us to pay the Axonics Termination Fee;
the satisfaction (or waiver) of the conditions to Closing to the consummation of the Transactions, including with respect to the approval of the stockholders and approvals under applicable antitrust laws;
potential delays in consummating the Transactions;
our ability to timely and successfully achieve the anticipated benefits of the Transactions;
the risk related to the diversion of management’s attention from our ongoing business operations;
the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement;
the effect of the announcement or pendency of the Transactions on our business relationships, operating results and business generally;
the risk that the Merger disrupts our current plans and operations or affects our ability to retain or recruit key employees;
costs related to the Transactions;
the effect of limitations that the Merger Agreement places on our ability to operate our business or engage in an alternate transaction;
the conditions of the capital markets during the period covered by the forward-looking statements;
the outcome of any legal proceedings that may be instituted against us, Boston Scientific or any of their respective directors or officers related to the Merger Agreement or the Transactions;
the risk that our stock price may decline significantly if the Merger is not completed;
unanticipated safety concerns related to the use of our products;
U.S. Food and Drug Administration (“FDA”) or other U.S. or foreign regulatory or legal actions or changes affecting us or our industry;
the results of any ongoing or future legal proceedings, including but not limited to intellectual property, product liability or other litigation against us, our third-party manufacturers or other parties on which we rely or litigation against our general industry;
any termination or loss of intellectual property rights;
any voluntary or regulatory mandated product recalls;
adverse developments concerning our manufacturers or suppliers or any future strategic partnerships;
reduction or interruption in our supply chain and other possible inventory constraints or challenges;
introductions and announcements of new technologies by us, any commercialization partners or our competitors, and the timing of these introductions and announcements;
22

TABLE OF CONTENTS

successful integration of acquired operations into our ongoing business;
announcements of regulatory approval or disapproval of our products and any future enhancements to our products;
adverse results from or delays in clinical studies of our products;
variations in our financial results or those of companies that are perceived to be similar to us;
success or failure of competitive products or therapies in the markets in which we do business;
changes in the structure of healthcare payments for our products;
announcements by us or our competitors of significant acquisitions, licenses, strategic partnerships, joint ventures or capital commitments;
changes in macroeconomic and market conditions and volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions and rising interest rates;
economic and market conditions in general and in the medical technology industry specifically, including the size and growth, if any, of our markets, and the issuance of securities analysts’ reports or recommendations;
rumors and market speculation involving us or other companies in our industry;
sales of substantial amounts of our stock by directors, officers or significant stockholders, or the expectation that such sales might occur;
additions or departures of key personnel;
changes in our capital structure, such as future issuances of securities and the incurrence of additional debt; and
the continued impact of the COVID-19 pandemic, and the related responses of the government and consumers on our business, financial condition and results of operations.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and subsequent filings we have filed or will file with the SEC. These filings, when available, are available on the investor relations section of our website at https://ir.axonics.com/ and on the SEC’s website at www.sec.gov. We also operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances described in this proxy statement and the documents incorporated by reference herein may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements contained in this proxy statement and the documents incorporated by reference herein.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the future results, levels of activity, performance, events, circumstances or achievements reflected in the forward-looking statements may never be achieved or occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement to conform these statements to actual results or to changes in our expectations.
You should read this proxy statement and the documents incorporated by reference herein with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
23

TABLE OF CONTENTS

THE SPECIAL MEETING
The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.
Date, Time and Place
We will hold the Special Meeting virtually on March 22, 2024, at 9:00 a.m. Pacific Time via live audio webcast on the Internet and, if applicable, at any adjournment or postponement thereof. You will not be able to attend the Special Meeting in person. Stockholders of record, and beneficial owners of Shares holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance, will be able to participate in the Special Meeting, vote on the proposals described below, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AXNX2024SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card. The Special Meeting is being held on a virtual-only basis.
Purpose of the Special Meeting
At the Special Meeting, we will ask the stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.
We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of the meeting may be acted upon at the Special Meeting.
Our stockholders must approve the proposal to adopt the Merger Agreement in order for the Merger to be consummated. If our stockholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we urge you to read carefully in its entirety.
Record Date; Shares Entitled to Vote; Quorum
Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder at the Special Meeting and at our corporate headquarters located at Axonics, Inc., 26 Technology Drive, Irvine, CA 92618, during regular business hours for a period of no less than 10 days before the Special Meeting.
The presence, in person or by proxy, of the holders of record of a majority of the outstanding Shares (including any Axonics RSAs) entitled to vote shall constitute a quorum for the transaction of business at the Special Meeting. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, only Shares present virtually or represented by proxy at the Special Meeting will be counted in determining whether a quorum is present. As of the Record Date, there were 51,004,596 Shares outstanding (of which 1,127,803 Shares were Axonics RSAs) and entitled to vote at the Special Meeting, meaning that 25,502,299 Shares (including any Axonics RSAs) must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies to approve the proposal to adopt the Merger Agreement.
Vote Required; Abstentions and Failure to Vote
The affirmative vote of the holders of a majority of all outstanding Shares (including any Axonics RSAs) on the Record Date is required to adopt the Merger Agreement. As of the Record Date, 25,502,299 Shares (including any Axonics RSAs) constitute a majority of the outstanding Shares. Adoption of the Merger Agreement by the stockholders is a condition to the Closing.
The affirmative vote of the majority of the Shares (including any Axonics RSAs) present in person or represented by proxy at the Special Meeting and entitled to vote generally on the subject matter is required to approve the Compensation Proposal, on an advisory (non-binding) basis, provided a quorum is present. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, only Shares present virtually or represented by proxy at the Special Meeting will be able to be voted.
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the Shares (including any Axonics RSAs) present in person or represented by proxy at the Special Meeting and entitled to vote generally on the subject matter.
24

TABLE OF CONTENTS

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal. However, abstentions are counted as Shares present or represented by proxy at the Special Meeting for the purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum.
Failure to vote your Shares (including a failure of your broker, bank or other nominee to votes Shares held on your behalf) will count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If your Shares are not deemed present or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal or the Compensation Proposal, then a failure to vote will not have any effect on the adoption of such proposal. If your Shares are deemed present or represented by proxy and entitled to vote on the subject matter, then a failure to vote your Shares will have the same effect as a vote “AGAINST” the Adjournment Proposal and the Compensation Proposal.
Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of Shares held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those Shares may not be voted on your behalf for any proposal, will not be deemed present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of Shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given and will not be voted with respect to any other proposal.
Shares Held by Axonics’ Directors and Executive Officers
As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 554,570 Shares, representing approximately 1.1% of the Shares outstanding on the Record Date (including any Axonics RSAs).
Our directors and executive officers have informed us that they currently intend to vote all of their respective Shares (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.
Voting of Proxies
If, on the Record Date, your Shares (including any Axonics RSAs) are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you may cause your Shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy card or Internet and telephone proxies, the proxy holders will vote your Shares according to your directions.
If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the 16-digit control number found in your proxy materials. If you attend the Special Meeting and vote virtually, your vote will revoke any previously submitted proxy. If your Shares are registered directly in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.
Voting instructions are included on your proxy card. All Shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted:
FOR” the adoption of the Merger Agreement;
FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and
FOR” the Adjournment Proposal.
If, on the Record Date, your Shares (including any Axonics RSAs) are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the
25

TABLE OF CONTENTS

voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting virtually with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return the voting form provided by your bank, broker or other nominee, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal.
Revocability of Proxies
If you are a stockholder of record entitled to vote at the Special Meeting, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:
signing another proxy card with a later date and returning it to us prior to the Special Meeting;
submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy up until 8:59 p.m. Pacific Time on March 21, 2024;
delivering a written notice of revocation to our Secretary at our corporate headquarters located at Axonics, Inc., 26 Technology Drive, Irvine, CA 92618, prior to your Shares being voted at the Special Meeting; or
attending the Special Meeting and voting virtually.
If you have submitted a proxy, your virtual appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote virtually or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your prior proxy.
If you hold your Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.
Adjournments and Postponements
Although it is not currently expected, the Special Meeting may be adjourned or postponed to a later date or dates, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time, date and place of an adjourned meeting, an adjournment generally may not be made without notice. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.
Board of Directors’ Recommendation
The Board of Directors, after considering various factors described under the caption, “The Merger— Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the Merger Agreement, the Merger and the other Transactions to be consummated by Axonics are advisable and fair to, and in the best interests of, Axonics and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by Axonics of the Merger Agreement and the consummation by Axonics of the Transactions to be consummated by Axonics, including the Merger, (iii) resolved, subject to certain circumstances set forth in the Merger Agreement, to recommend adoption of the Merger Agreement by the stockholders of Axonics, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders. of Axonics. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger.”
Accordingly, the Board of Directors unanimously recommends, on behalf of Axonics, that you vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.
Solicitation of Proxies
The expense of soliciting proxies will be borne by Axonics. Axonics has retained Kingsdale, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $12,500 plus expenses.
26

TABLE OF CONTENTS

Axonics will also indemnify Kingsdale against certain losses arising out of its provisions of these services on our behalf. In addition, Axonics may reimburse banks, brokers and other nominees representing beneficial owners of Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.
Anticipated Date of Completion of the Merger
We are working toward completing the Merger as promptly as possible. In order to complete the Merger, Axonics must obtain the Axonics Stockholder Approval described in this proxy statement, and the other closing conditions under the Merger Agreement must be satisfied or waived, including but not limited to (i) the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any voluntary agreement with the DOJ or FTC not to consummate the Transactions and (ii) consents, approvals, non-disapprovals and other authorizations of governmental authorities under certain foreign antitrust or competition laws must be obtained. Axonics and Boston Scientific filed notification and report forms under the HSR Act with the DOJ and the FTC on January 30, 2024. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time. For more information, please see the section of this proxy captioned “The Merger—Regulatory Approvals Required for the Merger.”
Delisting and Deregistration of Axonics Common Stock
If the Merger is completed, the Shares will be delisted from Nasdaq and deregistered under the Exchange Act, and Shares will no longer be publicly traded. As such, Axonics will no longer file periodic reports under the Exchange Act with the SEC on account of Axonics’ common stock.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on March 22, 2024
The proxy statement is available on the investor relations section of our website at https://ir.axonics.com/.
Questions and Additional Information
If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Shares, please contact our proxy solicitor:
Kingsdale Advisors
745 Fifth Avenue, 5th Floor New York, NY 10151
(888) 518-1563 (stockholders)
(646) 491-9096 (banks and brokerage firms)
27

TABLE OF CONTENTS

THE MERGER
This discussion of the Merger is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this proxy statement contains important information about the Merger and how it affects you.
Parties Involved in the Merger
Axonics, Inc.
Axonics, Inc., was incorporated in the State of Delaware in March 2012 under the name American Restorative Medicine, Inc. In August 2013, we changed our name to Axonics Modulation Technologies, Inc., and commenced our operations in late 2013, and in March 2021, we changed our name to Axonics, Inc. Axonics is a global medical technology company that is developing and commercializing novel products for adults with bladder and bowel dysfunction, including: (i) implantable sacral neuromodulation systems to treat urinary urge incontinence and urinary urgency frequency, as well as fecal incontinence and non-obstructive urinary retention; and (ii) a urethral bulking agent to treat female stress urinary incontinence.
Axonics’ principal executive offices are located at 26 Technology Drive, Irvine, California 92618 and our telephone number is (949) 396-6322.
Boston Scientific Corporation
Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties, such as cardiology, peripheral interventions, endoscopy, urology and neuromodulation. Boston Scientific’s mission is to transform lives through innovative medical solutions that improve the health of patients around the world. Boston Scientific advances science for life by providing a broad range of high performance solutions to address unmet patient needs and reduce the cost of healthcare.
Boston Scientific’s principal corporate offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, and its telephone number is (508) 683-4000.
Sadie Merger Sub, Inc. (Merger Sub)
Merger Sub is a Delaware corporation and a wholly owned subsidiary of Boston Scientific and was formed on January 4, 2024, solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, the separate corporate existence of Merger Sub will cease and Axonics will continue as the surviving company and a wholly owned subsidiary of Boston Scientific.
Merger Sub’s principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752 and its telephone number is (508) 683-4000.
Effect of the Merger
Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Axonics, with the separate corporate existence of Merger Sub thereupon ceasing and Axonics continuing as the Surviving Corporation and a wholly owned subsidiary of Boston Scientific. As a result of the Merger, Axonics’ common stock will no longer be publicly traded, and will be delisted from Nasdaq. In addition, the Shares will be deregistered under the Exchange Act, and Axonics will no longer file periodic reports under the Exchange Act with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.
The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such other date and time agreed upon by Axonics and Boston Scientific and specified in the certificate of merger).
28

TABLE OF CONTENTS

Effect on Axonics if the Merger is Not Completed
If the Merger Agreement is not adopted by the stockholders, or if the Merger is not completed for any other reason:
the stockholders will not be entitled to, nor will they receive, any payment for their respective Shares pursuant to the Merger Agreement;
Axonics will remain an independent public company, (ii) the Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act and (iii) Axonics will continue to file periodic reports under the Exchange Act with the SEC;
under certain specified circumstances, Axonics will be required to pay Boston Scientific the Axonics Termination Fee upon or following the termination of the Merger Agreement; and
under certain specified circumstances, Boston Scientific will be required to pay Axonics the Boston Scientific Termination Fee following the termination of the Merger Agreement.
For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees and Expenses.”
Merger Consideration
At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, will be canceled and converted automatically into the right to receive the Merger Consideration.
At or before the Effective Time, Boston Scientific will deposit, or cause Merger Sub to deposit, with the Paying Agent (as defined below), for the benefit of the holders of Shares (other than Excluded Shares), cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid in respect of Shares under the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”
After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each Share that you own, but you will no longer have any rights as a stockholder. Stockholders and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Shares under Section 262 and, if all procedures described in Section 262 are timely and strictly complied with, to receive payment in cash for the “fair value” of their Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of their Shares determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”
Background of the Merger
The Board of Directors, with the assistance of Axonics’ senior management and advisors, regularly reviews Axonics’ business, operations, financial performance and strategic direction for the purpose of increasing stockholder value. As part of this ongoing review, the Board of Directors considers Axonics’ long-term strategies and plans, changes in the industry and markets in which Axonics operates, economic and other market conditions, execution opportunities and risks, potential strategic alternatives, including business combination, acquisition, divestiture, partnership and collaboration opportunities, and financial alternatives in light of developments in Axonics’ business.
On July 21, 2023, the Board of Directors held its regular quarterly meeting, at which certain members of Axonics’ management were also present. Representatives of J.P. Morgan also attended the meeting at the invitation of the Board of Directors to provide a general overview of the state of the medical technology industry and review possible strategic opportunities for Axonics. At the meeting, representatives of J.P. Morgan delivered a presentation to the Board of Directors during which they reviewed capital markets activity in the medical technology industry, sector consolidation across medical technology companies, mergers and acquisitions activity involving medical technology companies, and indicative valuations of companies in the medical technology industry. The J.P. Morgan representatives also reviewed certain of Axonics’ financial and operational performance metrics and, based on public information, presented an illustrative valuation summary and a range of strategic options available to Axonics,
29

TABLE OF CONTENTS

including continuing as a standalone business, pursuing potential acquisition targets and considering a sale transaction. The J.P. Morgan representatives answered questions from members of the Board of Directors regarding these strategic options, and concluded their presentation with a review of certain matters that the Board of Directors should consider in connection with unsolicited acquisition proposals and perspectives on certain potential acquirers of Axonics, which included, amongst others, Boston Scientific and Parties A, B and C. Following the presentation by representatives of J.P. Morgan, Mr. Raymond W. Cohen, Axonics’ Chief Executive Officer and a member of the Board of Directors, discussed with the other members of the Board of Directors the possibility of formally engaging J.P. Morgan to act as Axonics’ financial advisor in connection with a possible sale or business combination transaction, noting J.P. Morgan’s reputation and experience in the medical technology industry and the familiarity of the representatives of J.P. Morgan with Axonics and its business. The other members of the Board of Directors were supportive of a formal engagement of J.P. Morgan on customary terms, and authorized Mr. Cohen to request, and negotiate the terms of, a draft engagement proposal from J.P. Morgan. The Board of Directors also authorized Mr. Cohen and representatives of J.P. Morgan to conduct informal conversations with certain of the potential acquirers of Axonics discussed with J.P. Morgan, including Boston Scientific and Parties A, B and C, to ascertain their interest in pursuing a strategic transaction involving Axonics.
On September 1, 2023, Axonics entered into an engagement letter with J.P. Morgan to act as its financial advisor in connection with a possible sale or business combination transaction.
On September 13, 2023, Mr. Cohen and representatives of J.P. Morgan met with a representative of Party A, a potential strategic acquirer of Axonics, at J.P. Morgan’s offices in New York. At the meeting, Mr. Cohen, representatives of J.P. Morgan and the representative of Party A discussed Party A’s interest in potentially acquiring Axonics. Following this meeting, representatives of J.P. Morgan contacted representatives of Party A to continue to assess Party A’s interest in potentially acquiring Axonics, but Party A did not ultimately pursue further discussions or make a proposal regarding an acquisition of Axonics, and Party A did not enter into a non-disclosure agreement with Axonics.
Also on September 13, 2023, Mr. Cohen met with a representative of Party B, another potential strategic acquirer of Axonics. During the meeting, Mr. Cohen and the representative of Party B discussed a potential acquisition of Axonics by Party B, but the representative of Party B noted that it would be financially and strategically challenging for Party B to pursue an acquisition of Axonics based on the then-current market valuation of Axonics. Following the meeting, Party B’s financial advisors confirmed to Axonics that Party B would not pursue an acquisition of Axonics, and Party B did not enter into a non-disclosure agreement with Axonics.
On September 21, 2023, the Board of Directors held its regular quarterly meeting, at which certain members of Axonics’ management were also present. At the meeting, Mr. Cohen led a discussion regarding Axonics’ strategic priorities, including opportunities for Axonics to acquire other businesses or products. Mr. Cohen also reviewed with the Board of Directors the results of his meetings with representatives of Party A and Party B. The Board of Directors then discussed certain considerations relating to the valuation of Axonics in connection with a possible sale transaction.
On October 10, 2023, Mr. Cohen met with Mr. Charlie Attlan, the Senior Vice President, New Business Development, Corporate Strategy and Portfolio of Boston Scientific. At the meeting, Messrs. Cohen and Attlan discussed the then-current state of Axonics’ businesses and its future prospects.
On November 1, 2023, Mr. Attlan contacted Mr. Cohen and expressed interest in a possible acquisition of Axonics by Boston Scientific, and requested additional information regarding Axonics and its businesses.
On November 6, 2023, Axonics and Boston Scientific entered into a non-disclosure agreement.
Between November 6, 2023, and December 15, 2023, Axonics provided certain non-public information to Boston Scientific, and Boston Scientific reviewed such information.
On December 14, 2023, representatives of J.P. Morgan met with representatives of Party C, another potential strategic acquirer of Axonics. During that meeting, Party C noted that while Axonics could be a strategic fit for Party C, it would be difficult for Party C to make a compelling offer to acquire Axonics based on Axonics’ then-current market valuation and the implied returns from such a transaction, and Party C did not enter into a non-disclosure agreement with Axonics.
30

TABLE OF CONTENTS

On December 15, 2023, Boston Scientific submitted a written non-binding proposal to acquire Axonics for $70.00 per Share, payable in cash (the “December 15 Proposal”). The December 15 Proposal reflected an 18% premium to the closing price of $59.52 per Share on December 14, 2023, and a 27% premium to the 90-day volume weighted average trading price of $55.03 per Share for the period ending on December 14, 2023. Later that day, Mr. Attlan had a call with Mr. Cohen and a call with representatives of J.P. Morgan to discuss Boston Scientific’s interest in a transaction with Axonics.
On December 18, 2023, the Board of Directors held a meeting to consider the December 15 Proposal, at which meeting certain members of Axonics’ management, and representatives of J.P. Morgan and K&L Gates LLP (“KLG”), Axonics’ outside legal counsel, were present. Representatives of KLG delivered a presentation regarding the fiduciary duties of the Board of Directors in connection with a strategic sale process and related matters. Representatives of J.P. Morgan and Mr. Cohen then reviewed with the Board of Directors the discussions that Mr. Cohen and/or representatives of J.P. Morgan had with Parties A, B and C and Boston Scientific after the July 21, 2023 meeting of the Board of Directors, noting that Parties A, B and C had either indicated that a strategic transaction involving Axonics was not feasible or did not express further interest in such a transaction. Representatives of J.P. Morgan also reviewed what they believed were the strategic and financial reasons for Boston Scientific’s interest in Axonics, its historical acquisitions and its ability to fund a potential acquisition of Axonics. Representatives of J.P. Morgan then reviewed certain preliminary and illustrative key financial and valuation metrics based on public information of Axonics in the context of the December 15 Proposal. During this discussion, the Board of Directors noted that the $70.00 per Share price included in the December 15 Proposal was within the range of values for Axonics indicated by such preliminary and illustrative financial and valuation metrics. Following this presentation, an extensive discussion ensued, and Mr. Cohen and representatives of J.P. Morgan answered questions from members of the Board of Directors regarding, among other matters, discussions undertaken with Parties A, B and C and Boston Scientific by Mr. Cohen and/or representatives of J.P. Morgan on behalf of Axonics. Representatives of J.P. Morgan discussed that they had reviewed information regarding ten potential acquirers of Axonics (including Parties A, B and C and Boston Scientific) that could have the financial resources and strategic fit to undertake an acquisition of Axonics. Representatives of J.P. Morgan and Mr. Cohen noted that none of the potential acquirers, other than Boston Scientific, had demonstrated meaningful interest in exploring a strategic transaction with Axonics, and that the likelihood of another potential acquirer promptly making a proposal superior to the December 15 Proposal was low. The Board of Directors and representatives of J.P. Morgan then discussed how best to respond to the December 15 Proposal, noting that while the December 15 Proposal was attractive based on the preliminary and illustrative financial and valuation metrics reviewed by J.P. Morgan, the Board of Directors desired to obtain the highest price then reasonably available. The Board of Directors directed representatives of J.P. Morgan to convey a counter-proposal of $72.00 per Share to Boston Scientific, which the Board of Directors believed was the highest price then reasonably available based on the valuation metrics reviewed with representatives of J.P. Morgan.
Later on December 18, 2023, representatives of J.P. Morgan contacted Mr. Attlan and communicated the counter-proposal of $72.00 per Share. Following that discussion, Mr. Attlan contacted both Mr. Cohen and representatives from J.P. Morgan indicating a willingness to move to $71.00 per Share and requesting a three-week exclusivity period prior to a potential announcement. Later in the day, representatives of J.P. Morgan spoke with Mr. Attlan and asked Mr. Attlan to consider an improvement to the $71.00 per Share proposal and to provide Boston Scientific’s revised proposal in writing to Axonics.
During the morning of December 19, 2023, Mr. Attlan contacted both Mr. Cohen and representatives of J.P. Morgan confirming that Boston Scientific moved to $71.00 per Share and confirming the request for a three-week exclusivity period prior to a potential announcement.
On December 19, 2023, Boston Scientific submitted a revised written non-binding proposal to acquire Axonics for $71.00 per Share, payable in cash (the “December 19 Proposal”). The December 19 Proposal reflected a 21% premium to the closing price of $58.66 per Share on December 18, 2023. The December 19 Proposal also contemplated a three-week exclusivity period during which Axonics would work exclusively with Boston Scientific to enter into a definitive merger agreement and would not enter into any agreements or participate in any discussions or negotiations with any other party regarding a transaction that would result in a change of control of Axonics.
Later on December 19, 2023, the Board of Directors held a meeting to consider the December 19 Proposal, at which meeting certain members of Axonics’ management, and representatives of J.P. Morgan and KLG, were present. Representatives of J.P. Morgan reviewed the terms of the December 19 Proposal, including the proposed timing for completion of due diligence and execution of a definitive merger agreement. Representatives of J.P. Morgan also
31

TABLE OF CONTENTS

noted that Boston Scientific had indicated that the December 19 Proposal was made based on its complete analysis of Axonics’ financial and strategic outlook, and that Boston Scientific was not prepared to pursue an acquisition of Axonics at a price higher than $71.00 per Share. The Board of Directors then asked questions regarding the December 19 Proposal, including questions regarding the valuation metrics previously presented by J.P. Morgan at the December 18, 2023 meeting of the Board of Directors. Representatives of J.P. Morgan and KLG answered questions and discussed the merits of the December 19 Proposal with the Board of Directors, and the Board of Directors expressed its belief that the $71.00 Share price included in the December 19 Proposal was likely the highest price that Boston Scientific would be willing to pay, and that such price was the best price reasonably available. On that basis, the Board of Directors directed and authorized Axonics’ management and representatives of J.P. Morgan to accept the December 19 Proposal and pursue the negotiation of a definitive merger agreement with Boston Scientific.
Later on December 19, 2023, representatives of J.P. Morgan, at the direction of the Board of Directors, communicated to Mr. Attlan that the Board of Directors had determined to pursue a transaction on the terms set forth in the December 19 Proposal and Axonics and Boston Scientific entered into an agreement providing for the three-week exclusivity period included in the December 19 Proposal.
On December 21, 2023, representatives of KLG and Shearman & Sterling LLP (“S&S”), outside counsel for Boston Scientific, had a telephone conference to discuss the proposed transaction timeline, documentation and legal due diligence. Later on December 21, 2023, representatives of S&S sent an initial draft of the Merger Agreement to KLG, which proposed, among other things, an antitrust covenant that did not include an express obligation on Boston Scientific to agree to any divestitures, hold separate arrangements or similar actions, and an Axonics Termination Fee equal to 3% of the equity value of Axonics implied by the $71.00 per Share price included in the December 19 Proposal (“Equity Value”). The draft did not provide for any termination fee to be payable by Boston Scientific.
On December 21, 2023, Axonics provided Boston Scientific with access to a virtual data room containing due diligence information related to Axonics.
On December 22, 2023, Axonics and Boston Scientific entered into a clean team agreement to facilitate the transmission by Axonics to Boston Scientific of certain non-public and competitively sensitive information on a restricted “clean team” basis.
Between December 22, 2023, and January 2, 2024, representatives of Axonics and Boston Scientific, as well as their respective legal, financial and accounting advisors, held a series of due diligence conference calls during which representatives of Axonics and its outside counsel answered due diligence questions regarding finance, intellectual property, litigation, labor and employment, and regulatory matters.
On December 27, 2023, KLG sent a revised draft of the Merger Agreement to S&S, which, among other things, included a “hell-or-highwater” antitrust covenant, requiring Boston Scientific to agree to take all necessary actions to obtain the required antitrust approvals and clearances, including to divest assets or businesses of Axonics, Boston Scientific or their respective subsidiaries (the “Divestiture Obligation”), a prohibition on Boston Scientific from engaging in any strategic transactions between signing of the Merger Agreement and closing of the Merger that would reasonably be expected to prevent or delay Boston Scientific’s ability to obtain the required antitrust approvals and clearances (the “No M&A Covenant”), and an Axonics Termination Fee equal to 2% of the Equity Value. The revised draft of the Merger Agreement also provided that Axonics would have additional flexibility to respond to alternative transaction proposals, and narrowed the circumstances under which the Axonics Termination Fee would become payable.
On December 31, 2023, S&S sent a revised draft of the Merger Agreement to KLG, which, among other things, deleted the Divestiture Obligation and narrowed the circumstances in which the No M&A Covenant would apply. The revised draft of the Merger Agreement also included a Boston Scientific Termination Fee of 2% of the Equity Value, and provided that the Boston Scientific Termination Fee would be payable if the Merger did not close under circumstances relating to the failure of the parties to obtain the required antitrust approvals and clearances. In addition, the revised draft Merger Agreement included an Axonics Termination Fee of 2% of the Equity Value, and indicated that this was conditioned on Axonics’ acceptance of Boston Scientific’s proposal regarding the amount of the Boston Scientific Termination Fee. The revised draft Merger Agreement also revised the no solicitation and Axonics Termination Fee provisions to propose a middle ground between the provisions included in S&S’s initial draft of the Merger Agreement and those included in KLG’s December 27 revised draft of the Merger Agreement.
32

TABLE OF CONTENTS

On January 2, 2024, the Board of Directors held a meeting at which certain members of Axonics’ management, and representatives of J.P. Morgan and KLG, were present. Representatives of KLG presented a summary of the draft Merger Agreement circulated by S&S on December 31, 2023 and the remaining material issues, including Boston Scientific’s obligations to obtain the required antitrust approvals and clearances for the transaction and the amount of the Boston Scientific Termination Fee. The Board of Directors and members of Axonics’ management also reviewed the Forecasts (as defined in the section of this proxy statement captioned “The Merger—Certain Unaudited Financial Projections”) and underlying assumptions that were provided by members of Axonics’ management. Members of Axonics’ management and representatives of J.P. Morgan provided an update regarding the overall status of the transaction process and an update on the status of Boston Scientific’s due diligence requests and review. The Board of Directors discussed the remaining issues in the draft Merger Agreement and any potential risks with respect to closing the transaction if the draft Merger Agreement was approved, and directed Axonics’ management, J.P. Morgan and KLG to continue to engage with Boston Scientific and S&S to finalize the draft Merger Agreement and complete due diligence. The Board of Directors also directed representatives of J.P. Morgan and Axonics’ management to obtain additional information from Boston Scientific regarding its plans for financing the transaction.
On January 3, 2024, representatives of KLG and S&S had a telephone conference to discuss the remaining material issues in the draft Merger Agreement. Later on January 3, 2024, KLG sent a revised draft of the Merger Agreement to S&S, which included an Axonics Termination Fee of 2% of the Equity Value and a Boston Scientific Termination Fee of 4% of the Equity Value. The draft Merger Agreement also clarified that the Axonics Termination Fee would not be payable under circumstances in which the Boston Scientific Termination Fee had already been paid and expanded the No M&A Covenant.
Also on January 3, 2024, representatives of J.P. Morgan and Mr. Cohen had a series of telephone conferences and exchanged several emails with Mr. Attlan regarding Boston Scientific’s financing sources and ability to fund the aggregate Merger Consideration.
On January 4, 2024, S&S circulated a revised draft of the Merger Agreement to KLG which, among other things, included a Boston Scientific Termination Fee of 2.5% of the Equity Value. Following receipt of the revised draft of the Merger Agreement, representatives of Axonics, KLG and J.P. Morgan met to discuss the remaining material issues in the draft Merger Agreement. At the meeting, Mr. Cohen instructed representatives of J.P. Morgan to notify Boston Scientific that Axonics would hold firm on its proposed Boston Scientific Termination Fee of 4% of the Equity Value. Later on January 4, 2024, representatives of J.P. Morgan contacted Mr. Attlan and communicated Axonics’ position regarding the amount of the Boston Scientific Termination Fee.
On January 5, 2024, representatives of KLG and S&S exchanged telephone calls and emails regarding the remaining issues in the draft Merger Agreement circulated by S&S on January 4, 2024. In these discussions, representatives of S&S proposed, on behalf of Boston Scientific, an Axonics Termination Fee of $75,000,000 and a Boston Scientific Termination Fee of $130,000,000. The proposed Axonics Termination Fee represented approximately 2% of the Equity Value, and the proposed Boston Scientific Termination Fee represented approximately 3.5% of the Equity Value. Representatives of KLG communicated this proposal to representatives of Axonics and representatives of J.P. Morgan. Following discussions regarding Boston Scientific’s proposal, representatives of Axonics instructed J.P. Morgan to propose a Boston Scientific Termination Fee of $140,000,000 to Boston Scientific, which would represent approximately 3.8% of the Equity Value. Later on January 5, 2024, representatives of J.P. Morgan contacted Mr. Attlan to communicate this proposal and KLG sent a revised Merger Agreement to S&S which, among other things, included an Axonics Termination Fee of $75,000,000 and a Boston Scientific Termination Fee of $140,000,000.
On January 6, 2024, S&S circulated a revised draft and proposed final execution version of the Merger Agreement to KLG which, among other things, indicated that Boston Scientific would accept Axonics’ proposal of a Boston Scientific Termination Fee of $140,000,000 and an Axonics Termination Fee of $75,000,000.
Later on January 6, 2024, the Board of Directors held a meeting at which certain members of Axonics’ management, and representatives of J.P. Morgan and KLG, were present. KLG presented an updated summary of the Merger Agreement circulated by S&S earlier that day, and discussed the material changes from the draft previously reviewed with the Board of Directors at the January 2 meeting, including the increased amount of the Boston Scientific Termination Fee. Representatives of KLG also reviewed with the Board of Directors its fiduciary duties in connection with the proposed Merger. Representatives of J.P. Morgan then reviewed their financial analyses of the proposed Merger with the Board of Directors, including a comparison of the $71.00 per Share price with various valuation metrics for Axonics based on the
33

TABLE OF CONTENTS

Forecasts and underlying assumptions with respect to the proposed transaction terms. Representatives of J.P. Morgan then delivered to the Board of Directors their oral opinion, which was subsequently confirmed in writing by delivery of J.P. Morgan’s written opinion, dated January 6, 2024, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, qualifications, limitations and other matters considered as set forth in its written opinion, the Merger Consideration to be paid to the holders of the Shares in the proposed Merger was fair, from a financial point of view, to such holders, as more fully described below in the section captioned “The Merger—Opinion of J.P. Morgan Securities LLC.” The Board of Directors then discussed the proposed Merger and, after carefully considering the matters discussed during that meeting and prior meetings of the Board of Directors (for more information, see the section captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger”), the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Axonics and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by Axonics of the Merger Agreement and the consummation by Axonics of the Transactions to be consummated by Axonics, including the Merger, (iii) resolved, subject to certain circumstances set forth in the Merger Agreement, to recommend adoption of the Merger Agreement by the stockholders of Axonics, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders.
On January 7, 2024, representatives of Axonics and Boston Scientific finalized communication plans with respect to the Merger. At 12:01 a.m. Eastern Time on January 8, 2024, Axonics and Boston Scientific executed the Merger Agreement. That same morning, at 7:00 a.m. Eastern Time, Axonics and Boston Scientific each issued a press release announcing the execution of the Merger Agreement.
Since January 8, 2024, Axonics has not been contacted by any person, including any of Party A, Party B or Party C, to express interest in potentially acquiring Axonics.
Recommendation of the Board of Directors and Reasons for the Merger
Recommendation of the Board of Directors
After considering the various factors described below, the Board of Directors has unanimously: (i) determined that the Merger Agreement, the Merger and the other Transactions to be consummated by Axonics are advisable and fair to, and in the best interests of, Axonics and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by Axonics of the Merger Agreement and the consummation by Axonics of the Transactions to be consummated by Axonics, including the Merger, (iii) resolved, subject to certain circumstances set forth in the Merger Agreement, to recommend adoption of the Merger Agreement by the stockholder of Axonics, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger.”
The Board of Directors unanimously recommends, on behalf of Axonics, that you vote “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.
Reasons for the Merger
The Board of Directors unanimously recommends, on behalf of Axonics, that you vote “FOR” the adoption of the Merger Agreement.
At a meeting held on January 6, 2024, the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Axonics and its stockholders; (ii) duly authorized and approved the execution, delivery and performance by Axonics of the Merger Agreement and the consummation by Axonics of the Transactions to be consummated by Axonics, including the Merger; (iii) resolved, subject to certain circumstances set forth in the Merger Agreement, to recommend adoption of the Merger Agreement by the stockholders of Axonics; and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders.
In recommending that the stockholders vote in favor of the adoption of the Merger Agreement, the Board of Directors considered the following reasons (which are not listed in any relative order of importance), all of which it viewed as generally supporting its determination and recommendation:
Compelling Premium: the fact that the Merger Consideration represents a compelling premium to historical market prices for the Shares, including premiums of:
34

TABLE OF CONTENTS

approximately 23.33% to the closing price of $57.57 per Share on January 5, 2024, the last full trading day prior to the date on which the Transactions were approved by the Board of Directors (the “Reference Date”);
approximately 20.38% to the thirty (30)-day trading period volume weighted average price (“VWAP”) of Axonics’ common stock prior to the Reference Date;
approximately 23.60% to the sixty (60)-day trading period VWAP of Axonics’ common stock prior to the Reference Date; and
approximately 5.44% to the highest closing price of Axonics’ common stock during the fifty-two (52)-week period prior to the Reference Date;
Attractive Valuation: the Board of Directors’ belief that the Merger Consideration provides stockholders with attractive value for their Shares based on, among other things, the current and historical market prices for Shares, current industry conditions and the Board of Directors’ familiarity with Axonics’ business, operations, prospects, strategic, short- and long-term operating plans, assets and properties, liabilities and financial condition.
Best Value Reasonably Available: after its review, the Board of Directors’ belief that the Merger Consideration represents the best value currently reasonably available to stockholders and represented the highest price that Boston Scientific was willing to pay, and does not prevent the Board of Directors from, in certain circumstances, considering and responding to an unsolicited Acquisition Proposal made after the announcement of the entry of the Merger Agreement;
Certainty of Value: the fact that the Merger Consideration is payable solely in cash, which offers immediate liquidity and certainty of value to the stockholders in respect of their Shares, eliminating the risks and uncertainties inherent in Axonics continuing as a standalone company as described below, taking into account Axonics’ business, operations, prospects, strategic, short- and long-term operating plans, assets and properties, risks, liabilities and financial conditions;
Opinion of J.P. Morgan: the oral opinion of J.P. Morgan to the Board of Directors, which was subsequently confirmed in writing by delivery of J.P. Morgan’s written opinion, dated January 6, 2024, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, qualifications, limitations and other matters considered set forth in its written opinion, the Merger Consideration to be paid to the holders of the Shares in the proposed Merger was fair, from a financial point of view, to such holders. For more information, please see the section of this proxy statement captioned “The Merger—Opinion of J.P. Morgan Securities LLC” and the full text of the written opinion attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in its entirety;
Highest Offer: the Board of Directors’ belief that (i) as a result of an active negotiating process, Axonics had obtained Boston Scientific’s “best and final” offer and (ii) there was substantial risk of losing Boston Scientific’s final offer of $71.00 per Share if Axonics continued to pursue a higher price. For more information, please see the section of this proxy statement captioned “The Merger—Background of the Merger”;
Potential Strategic Alternatives: the Board of Directors’ determination that the Merger Consideration is more favorable to stockholders than the potential value that would reasonably be expected to result from other strategic and financial alternatives reasonably available, which could include: (i) the continuation of Axonics’ business plan in the short- and long-term as an independent enterprise, as assessed based on its historical results of operations, financial prospects and condition; (ii) modifications to Axonics’ business and operations strategy; and (iii) potential expansion opportunities, including into new business lines, through Axonics’ acquisitions and combinations of, or partnership with, other businesses, in each case, taking into account execution risks as well as business, competitive, financial, industry, legal, market and regulatory considerations;
Lack of Alternative Acquirers: the Board of Directors’ determination that no alternative party, including financial sponsors and strategic buyers, was likely to enter into a potential transaction at a comparable
35

TABLE OF CONTENTS

price, on the same timeline, and with the same likelihood of completion as the transaction proposed by Boston Scientific, even if Axonics were to conduct an auction process or other solicitation of alternative acquisition proposals. For more information, please see the section of this proxy statement captioned “The Merger—Background of the Merger”;
Likelihood of Completion: the likelihood that the Merger will close in accordance with the terms of the Merger Agreement based on:
the absence of any financing condition in the Merger Agreement;
the financial strength of Boston Scientific and its ability to fund the aggregate Merger Consideration;
the business reputation and capabilities of Boston Scientific, including Boston Scientific’s track record of successfully completing merger and acquisition transactions;
the commitment made by Boston Scientific to Axonics to use reasonable best efforts to obtain required regulatory approvals and clearances. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Regulatory Filings”; and
the likelihood of satisfying the conditions to the consummation of the Merger, which the Board of Directors believed were reasonable, customary and limited in number and scope. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”; and
Additional Transaction Terms: the additional terms of the Merger Agreement and the related agreements, including:
Axonics’ right, subject to certain conditions and limitations set forth in the Merger Agreement, prior to the receipt of the Axonics Stockholder Approval, to respond to and negotiate unsolicited Acquisition Proposals (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”) made after the Signing Date. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”;
the Board of Directors’ ability to make an Adverse Recommendation Change or to terminate the Merger Agreement in order to accept a Superior Proposal (in each case as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”), in each case, subject to certain conditions and limitations set forth in the Merger Agreement, including paying Boston Scientific the Axonics Termination Fee;
the fact that the Board of Directors believed that the Axonics Termination Fee, which is approximately 2.03% of the approximately $3.7 billion equity value of Axonics implied by the Merger Consideration, is reasonable, within or lower than market averages for such fees payable in comparable transactions, and not preclusive of, or a substantial impediment to, a third party making an Acquisition Proposal. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”;
the fact that, in the event the Merger Agreement is terminated prior to the consummation of the Merger in certain circumstances relating to the failure to obtain required antitrust approvals or clearances, Boston Scientific will be required to pay Axonics the Boston Scientific Termination Fee subject to and in accordance with the terms of the Merger Agreement;
Axonics’ right to specific performance to prevent breaches of the Merger Agreement;
the fact that the consummation of the Merger is subject to the adoption of the Merger Agreement by our stockholders, who will have the opportunity to adopt or reject the Merger Agreement;
the availability of appraisal rights under Section 262 to holders of Shares who do not vote in favor of the adoption of the Merger Agreement and comply with all of the required procedures under
36

TABLE OF CONTENTS

Section 262 which provides such holders with an opportunity to have the Delaware Court of Chancery determine the fair value of their Shares, which may be determined to be more than, less than, or the same as the amount such stockholders would have received under the Merger Agreement;
the initial outside date of January 8, 2025, with available extensions until January 8, 2026 (if necessary), as set forth in the Merger Agreement relating to the failure to obtain required antitrust approvals or clearances, allowing for time that the Board of Directors believed to be sufficient to complete the Merger;
the fact that, taken as a whole, the terms of the Merger Agreement, including the respective representations, warranties, covenants and termination rights and fees of the parties, as finally negotiated are reasonable and customary; and
the fact that the Board of Directors and Axonics management, in coordination with Axonics’ independent legal and financial advisors, negotiated with Boston Scientific on an arm’s-length basis, including with respect to price and other terms and conditions of the Merger Agreement.
The Board of Directors also assessed Axonics’ prospects for substantially increasing stockholder value as a standalone company in excess of the Merger Consideration, given the risks and uncertainties in Axonics’ business, including the following (which are not listed in any relative order of importance):
the dependence of Axonics’ revenue primarily from its rechargeable sacral neuromodulation (SNM) system, which was Axonics’ sole product until its acquisition of the Bulkamid urethral bulking agent product line in February 2021 and until Axonics received FDA approval of its recharge-free SNM system in March 2022, and Axonics’ continued reliance on its rechargeable SNM system for the foreseeable future;
the risks associated with ongoing litigation with Medtronic, Inc., Medtronic Puerto Rico Operations Co., Medtronic Logistics LLC and Medtronic USA, Inc. related to certain of Axonics’ patents, and potential risks and expenses of any future litigation or third-party claims of intellectual property infringement against Axonics or any of its current or future licensors;
Axonics’ potential need for additional capital to finance its planned operations, which may be dilutive to its current stockholders and/or require Axonics to incur indebtedness, which may not be available when needed;
Axonics’ reliance on third parties, such as the third-party manufacturers of certain components of its products as well as single source suppliers for certain components, sub-assemblies and materials for its SNM systems;
challenges associated with marketing and selling Axonics’ products outside of the U.S.;
Axonics’ history of significant operating losses, which are expected to continue in the future;
the difficulties in estimating the size and future growth in the market for SNM therapy and urethral bulking agents;
trends in the healthcare industry, such as consolidation and rising healthcare costs, resulting in market demands and pressures for price concessions for Axonics’ products;
the fact that sales of Axonics’ products depend in part on the availability of reimbursement within prevailing healthcare payment systems and ongoing uncertainties associated with insurers’ coverage of Axonics’ products and related procedures;
the risks inherent in the medical technology industry, particularly for a company with a limited number of commercialized products and a limited history of manufacturing and assembling its products in commercial quantities;
the risks associated with operating in a heavily regulated industry that is closely scrutinized by federal, state and local authorities, including the more stringent degree of medical device regulation applicable to Axonics’ products and future product candidates;
37

TABLE OF CONTENTS

the challenges inherent in operating Axonics as a publicly traded company, which is subject to scrutiny based on its quarterly performance, including the challenge of making investments to achieve long-term growth prospects;
current and anticipated future competition for Axonics’ products and its ability to compete successfully in light of the nature of the medical technology industry, the presence of many larger, well-financed competitors, and Axonics’ need to continue to enhance its products and to develop and commercialize additional products;
ongoing uncertainties in the financial markets and other external factors over which Axonics has no control, such as the potential for recession, geopolitical crises and political instability; and
general risks and market conditions that could reduce the market price of the Shares.
The Board of Directors also considered a number of factors, uncertainties and risks concerning the Merger, including the following (which are not listed in any relative order of importance):
the fact that Axonics would no longer exist as an independent, publicly traded company, and stockholders would no longer participate in any future earnings or growth and would not benefit from any potential future appreciation in value of Axonics;
the fact that the potential outside date is as late as January 8, 2026 (if extended) and the stockholders could be asked to vote on the proposal to adopt the Merger Agreement well in advance of the Closing;
the risks and costs to Axonics if the Merger does not close or is not completed in a timely manner, including (i) the impact of (A) the payment of the Axonics Termination Fee of $75 million to Boston Scientific in certain circumstances set forth in the Merger Agreement and/or (B) other significant transaction costs in connection with the Merger, and the fact that Axonics’ options for sources of financing or refinancing could be more limited than if Axonics had not pursued the Merger, (ii) the diversion of employee attention, (iii) the possible loss of key management or other personnel of Axonics during the pendency of the Merger, (iv) the impact of the pending Merger on potential and existing customers and other third parties that may seek to change or may not enter into business relationships with Axonics during the pendency of the Merger, and (v) if the Merger does not close, the effect of the resulting public announcement of the termination of the Merger Agreement on the trading price of Axonics common stock;
the restrictions on the conduct of Axonics’ business prior to the consummation of the Merger, including the requirement that Axonics use reasonable best efforts to conduct its business in the ordinary course of business and subject to specific limitations, which may delay or prevent Axonics from undertaking business opportunities that may arise before the completion of the Merger and that, absent the Merger Agreement, Axonics might have pursued;
the requirement that Axonics pay Boston Scientific the Axonics Termination Fee of $75 million following termination of the Merger Agreement in certain circumstances set forth in the Merger Agreement, including if Axonics terminates the Merger Agreement in order to enter into an agreement with respect to a Superior Proposal or if Boston Scientific terminates the Merger Agreement following an Adverse Recommendation Change. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change”;
the fact that an all-cash transaction would generally be taxable to the stockholders that are U.S. persons for U.S. federal income tax purposes;
the fact that, subject to and in accordance with the terms of the Merger Agreement, Axonics and its representatives are prohibited from soliciting any Acquisition Proposals until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms;
the significant costs involved in connection with entering into the Merger Agreement and completing the Merger (many of which are payable whether or not the Merger is consummated) and the substantial time commitment and effort by Axonics management required to complete the Merger, which may disrupt Axonics’ business operations and have a negative effect on its financial results;
38

TABLE OF CONTENTS

the market price of Axonics’ common stock could be affected by many factors, including (a) if the Merger Agreement is terminated, the reason or reasons for such termination and whether such termination resulted from factors adversely affecting Axonics, (b) the possibility that, as a result of the termination of the Merger Agreement, possible acquirers may consider Axonics to be an unattractive acquisition candidate and (c) the possible sale of Shares by investors following an announcement that the Merger Agreement was terminated;
the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the Merger will be satisfied or, if permissible, waived, including:
the fact that there can be no assurances that the stockholders will approve the adoption of the Merger Agreement;
the fact that the completion of the Merger requires receipt of antitrust approvals and clearances, which could subject the Merger to delays and risk; and
the possibility of the occurrence of an Axonics Material Adverse Effect, the non-continuance of which is a condition to Boston Scientific’s and Merger Sub’s obligation to consummate the Merger;
the risk of potential litigation relating to the Merger that could be instituted against Axonics or its directors and officers, and potential effects of outcomes related thereto; and
other risks and uncertainties of the nature identified in the section of this proxy statement captioned “Forward-Looking Statements” and in Axonics’ filings with the SEC, including the risks set forth in “Item 1A. Risk Factors” in Axonics’ Annual Report on Form 10-K for the year ended December 31, 2022, Axonics’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and subsequent filings Axonics has filed or will file with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.”
After taking into account all of the factors set forth above, the Board of Directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger Agreement and the Transactions were outweighed by the positive factors and potential benefits associated with the Merger Agreement and the Transactions that supported its determination and recommendation. Accordingly, the Board of Directors determined that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Axonics and its stockholders.
The members of the Board of Directors evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of Axonics and also considered the advice of J.P. Morgan and KLG. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger Agreement, the Transactions and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the Board of Directors each applied their own personal business judgment and may have given differing weights to differing factors. The Board of Directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board of Directors based its unanimous recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Axonics management, and its independent legal and financial advisors.
When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, stockholders should be aware that some of Axonics’ directors and executive officers may have interests in the Transactions that are different from, or in addition to, the interests of stockholders more generally. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Axonics and its stockholders, in reaching its decision to duly authorize and approve the execution, delivery and performance by Axonics of the Merger Agreement and the consummation of the Transactions to be consummated by Axonics, including the Merger, in making its recommendation that, subject to certain circumstances set forth in the Merger Agreement, the stockholders vote in favor of the adoption of the Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger.”
39

TABLE OF CONTENTS

The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.
Certain Unaudited Financial Projections
While Axonics has generally provided, on a quarterly basis, limited guidance as to certain expected financial results for the current fiscal year in its regular earnings press releases and other investor materials, Axonics does not, as a matter of course, otherwise publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying assumptions, estimates and projections. However, Axonics is including in this proxy statement a summary of certain non-public, unaudited, prospective financial information of Axonics on a standalone basis for fiscal years December 31, 2023 through December 31, 2028, without giving effect to the Merger (the “Forecasts”), prepared by Axonics management, at the direction of the Board of Directors, in connection with the consideration and evaluation of the Merger with Boston Scientific. The Board of Directors directed J.P. Morgan to use and rely on the Forecasts for purposes of providing its financial analyses and opinion as discussed in the section captioned “The Merger—Opinion of J.P. Morgan Securities LLC.” The Forecasts were also reviewed by the Board of Directors. The inclusion of the Forecasts or of this summary should not be regarded as an indication that the Board of Directors, J.P. Morgan, Boston Scientific, Axonics or its management or any other recipient of this information or a summary thereof considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and the Forecasts should not be relied on as such. This information is not fact and readers of this proxy statement are cautioned not to place undue reliance on the Forecasts.
The Forecasts were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. Adjusted EBITDA and unlevered free cash flow contained in the Forecasts set forth below are each “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Forecasts were relied upon by the Board of Directors in connection with its consideration of the Merger and the Merger Consideration. While Axonics believes that such non-GAAP financial measures provide useful supplemental information in analyzing Axonics’ financial results, there are limitations associated with the use of such financial measures. These non-GAAP financial measures used by Axonics may not be the same or calculated in the same manner as those used and calculated by other companies. Furthermore, non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for Axonics’ financial results prepared and reported in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the Transactions if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board of Directors or J.P. Morgan in connection with the Merger. Accordingly, Axonics has not provided a reconciliation of the non-GAAP financial measures included in the Forecasts to the relevant GAAP financial measures. The Forecasts may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transactions.
The Forecasts reflect estimates and assumptions made by Axonics management with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond Axonics’ control. In particular, the Forecasts, while presented with numerical specificity, necessarily were based on variables and assumptions that are inherently uncertain. Multiple factors, including those described in the section of this proxy statement captioned “Forward-Looking Statements,” could cause the Forecasts or the underlying assumptions to be inaccurate. As a result, Axonics cannot assure you that the Forecasts will be realized or that actual results will not be significantly higher or lower than projected. Because the Forecasts cover multiple years, they, by their nature, become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on Axonics’ business and results of operations. The Forecasts do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger. Therefore, the Forecasts do not give effect to the proposed Transactions or any changes to Axonics’ operations or strategy that may be implemented after
40

TABLE OF CONTENTS

the consummation of the Merger, including any certain legal, advisory and other acquisition and integration-related costs incurred or expected to be incurred in connection with the Transactions. Furthermore, the Forecasts do not take into account the effect of any failure of the Transactions to be completed and should not be viewed as accurate or continuing in that context. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Forecasts will be achieved.
None of Axonics, Boston Scientific or any of their respective affiliates, advisors or other representatives makes any representation to any Axonics stockholder regarding the validity, reasonableness, accuracy or completeness of the Forecasts or the ultimate performance of Axonics relative to the Forecasts. The inclusion of the Forecasts in this proxy statement does not constitute an admission or representation of Axonics that the Forecasts or the information contained therein is material. Except as required by applicable securities law, neither Axonics nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. These considerations should be taken into account when evaluating the Forecasts, which were prepared as of an earlier date. The Forecasts should be evaluated in conjunction with the historical financial statements and other information contained in Axonics’ public filings with the SEC.
The Forecasts included in this proxy statement have been prepared by, and are the responsibility of, Axonics management. Axonics’ independent registered public accounting firm, BDO USA, LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Forecasts and, accordingly, BDO USA, LLP does not express an opinion or any other form of assurance with respect thereto. The BDO USA, LLP report incorporated by reference in this proxy statement relates to Axonics’ previously issued financial statements. It does not extend to the Forecasts and should not be read to do so.
The Forecasts further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Forecasts should not be regarded as an indication that Axonics or anyone who received the Forecasts then considered, or now considers, the Forecasts to be necessarily predictive of actual future events, and this information should not be relied upon as such. Axonics management views the Forecasts as being subject to inherent risks and uncertainties associated with such long-range projections.
The information and table set forth below is included solely to give the stockholders access to the Forecasts for the period from fiscal years December 31, 2023 through December 31, 2028 that were made available to the Board of Directors and representatives of J.P. Morgan and are not included in this proxy statement in order to influence any Axonics stockholder’s decision to vote with respect to the adoption of the Merger Agreement or for any other purpose:
 
(dollars in millions)
 
2023E
2024E
2025E
2026E
2027E
2028E
Revenue(1)
$366
$442
$530
$623
$717
$824
Gross Profit
271
331
400
474
548
635
Gross Profit Margin
74.8%
75.0%
75.5%
76.0%
76.5%
77.0%
Adjusted EBITDA(2)
50
72
80
124
173
238
Unlevered Free Cash Flow(3)
(22)
(13)
4
28
63
104
(1)
2023 management revenue is based on YTD Q3 and preliminary Q4 projections.
(2)
Adjusted EBITDA as used in this table is defined as gain (loss) from operations burdened by litigation expenses plus depreciation and amortization, stock-based compensation.
(3)
Unlevered Free Cash Flow as used in this table is defined as gain (loss) from operations including stock-based compensation, less income taxes, plus depreciation and amortization, less capital expenditures, and less changes in net working capital. Unlevered Free Cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or cash flows or a measure of liquidity. The calculation of Unlevered Free Cash Flow was not expressly included in the Forecasts but was calculated by J.P. Morgan based upon the Forecasts and approved by Axonics’ management for use in connection with J.P. Morgan’s discounted cash flow analysis described in the section of this proxy statement captioned “The Merger–Opinion of J.P. Morgan Securities LLC.”
Opinion of J.P. Morgan Securities LLC
Pursuant to an engagement letter dated as of September 1, 2023, Axonics retained J.P. Morgan as its financial advisor in connection with a possible sale or business combination transaction.
41

TABLE OF CONTENTS

At the meeting of the Board of Directors on January 6, 2024, J.P. Morgan rendered its oral opinion to the Board of Directors to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, qualifications, limitations and other matters considered set forth in its opinion, the Merger Consideration to be paid to the holders of the Shares in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its January 6, 2024 oral opinion by delivering its written opinion to the Board of Directors, dated January 6, 2024, that, as of such date, the Merger Consideration to be paid to the holders of the Shares in the proposed Merger was fair, from a financial point of view, to such holders.
The full text of the written opinion of J.P. Morgan dated January 6, 2024, which sets forth, among other things, the various assumptions made, procedures followed, qualifications, limitations and other matters considered on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Axonics’ stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger was directed only to the Merger Consideration to be paid to the holders of the Shares in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Axonics or as to the underlying decision by Axonics to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Axonics as to how such stockholder should vote with respect to the proposed Merger or any other matter.
In arriving at its opinion, J.P. Morgan, among other things:
reviewed a draft of the Merger Agreement, dated January 6, 2024;
reviewed certain publicly available business and financial information concerning Axonics and the industries in which it operates;
compared the proposed financial terms of the Merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration received for such companies;
compared the financial and operating performance of Axonics with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Shares and certain publicly traded securities of such other companies;
reviewed certain internal financial analyses and forecasts prepared by the management of Axonics relating to its business; and
performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.
In addition, J.P. Morgan held discussions with certain members of the management of Axonics with respect to certain aspects of the Merger, and the past and current business operations of Axonics, the financial condition and future prospects and operations of Axonics, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.
In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Axonics or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness, and pursuant to J.P. Morgan’s engagement letter with Axonics, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Axonics under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Axonics to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger will be consummated as described in the Merger Agreement and this proxy statement, and that the
42

TABLE OF CONTENTS

definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Axonics and in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Axonics with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Axonics or on the contemplated benefits of the Merger.
The Forecasts furnished to J.P. Morgan were prepared by Axonics’ management. Axonics does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed Merger, and such Forecasts were not prepared with a view toward public disclosure. The Forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Axonics’ management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in the Forecasts. For more information regarding the use of the Forecasts and other forward-looking statements, please refer to the section of this proxy statement captioned “The MergerCertain Unaudited Financial Projections”.
J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s written opinion dated the date thereof, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of the Shares in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Axonics or as to the underlying decision by Axonics to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to be paid to any officers, directors, or employees of any party to the Merger, or any class of such persons relative to the Merger Consideration to be paid to the holders of the Shares in the proposed Merger or with respect to the fairness of any such compensation.
The terms of the Merger Agreement were determined through arm’s length negotiations between Axonics and Boston Scientific, and the decision to enter into the Merger Agreement was solely that of the Board of Directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board of Directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board of Directors or management with respect to the proposed Merger or the Merger Consideration.
In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board of Directors on January 6, 2024 and contained in the presentation delivered to the Board of Directors on such date in connection with the rendering of such opinion and the following summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.
Public Trading Multiples. Using publicly available information, J.P. Morgan compared selected financial data of Axonics with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to Axonics. The companies selected by J.P. Morgan were as follows:
Insulet Corporation
Penumbra Inc.
Shockwave Medical, Inc.
Inspire Medical Systems Inc.
Inari Medical Inc.
Irhythm Technologies Inc.
43

TABLE OF CONTENTS

Alphatec Holdings Inc.
Vericel Corp.
Paragon 28, Inc.
These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, were considered in its judgment sufficiently similar in certain financial respects to those of Axonics. However, none of the selected companies reviewed is identical or directly comparable to Axonics and certain of these companies may have characteristics that are materially different from those of Axonics. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect Axonics.
Using publicly available information, J.P. Morgan calculated, for each selected company, the ratio of such company’s firm value to its estimated revenue for calendar year 2024 (“FV/ 2024E Revenue”). All of these calculations were performed based on publicly available financial data and closing prices as of January 5, 2024 (representing the last unaffected trading day prior to announcement of the proposed Merger).
Based on the results of this analysis and other factors J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range for FV/ 2024E Revenue of 4.3x to 8.3x. After applying such range to Axonics’ estimated revenue for calendar year 2024, as provided by Axonics’ management and reflected in the Forecasts, the analysis indicated the following range of implied per share equity value (rounded to the nearest $0.25) for the Shares based on the fully diluted outstanding shares of Axonics as of January 5, 2024 of approximately 51.6 million, as provided by Axonics’ management.
 
Implied Per Share Equity Value
 
Low
High
FV/ 2024E Revenue
$44.00
$77.50
The range of implied per share equity value for the Shares was compared to (i) the closing price of the Shares of $57.57 as of January 5, 2024 and (ii) the Merger Consideration of $71.00 per Share.
Selected Transaction Analysis. Using publicly available information, J.P. Morgan examined selected transactions involving businesses which J.P. Morgan judged to be sufficiently analogous to Axonics’ business (or aspects thereof) based on J.P. Morgan’s experience and familiarity with the industries in which Axonics operates.
Specifically, J.P. Morgan reviewed the following transactions:
Announcement Month and Year
Target
Acquirer
July 2023
Kerecis LLC
Coloplast AS
October 2021
Baylis Medical Company Inc.
Boston Scientific Corporation
August 2021
Intersect ENT, Inc.
Medtronic PLC
March 2021
Lumenis Ltd.
Boston Scientific Corporation
November 2020
BioTelemetry, Inc.
Koninklijke Philips N.V.
August 2018
K2M Group Holdings, Inc.
Stryker Corp
June 2017
The Spectranetics Corporation
Koninklijke Philips N.V.
February 2017
ZELTIQ Aesthetics, Inc
Allergan plc
June 2016
LDR Holding Corporation
Zimmer Biomet Holdings, Inc.
April 2013
Conceptus, Inc.
Bayer HealthCare LLC
None of the selected transactions reviewed was identical to the proposed Merger. However, the selected transactions were chosen because certain financial aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered sufficiently similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the Merger.
Using publicly available information, J.P. Morgan calculated, for each selected transaction, (i) the ratio of the target company’s firm value implied in the relevant transaction to the target company’s revenue for the twelve-month
44

TABLE OF CONTENTS

period immediately preceding the announcement of each transaction (the “FV/LTM Revenue”) and (ii) the ratio of the target company’s firm value implied in the relevant transaction to the target company’s revenue for the twelve-month period immediately following the announcement of each transaction (the “FV/NTM Revenue”).
Based on the results of this analysis and other factors J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range (i) for FV/ LTM Revenue of 4.9x to 10.8x. and (ii) for FV/NTM Revenue of 4.3x to 8.8x. After applying each range to Axonics’ (i) estimated revenue for the twelve-month period immediately preceding calendar year 2024 and (ii) estimated revenue for the twelve-month period immediately following calendar year 2024, each as provided by Axonics’ management and reflected in the Forecasts, the analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for the Shares:
 
Implied Per Share Equity Value
 
Low
High
FV/ LTM Revenue
$41.50
$83.25
FV/ NTM Revenue
$44.00
$81.75
The ranges of implied per share equity value for the Shares was compared to (i) the closing price of the Shares of $57.57 as of January 5, 2024 and (ii) the Merger Consideration of $71.00 per Share, based on the fully diluted outstanding shares of Axonics as of January 5, 2024 of approximately 51.6 million, as provided by Axonics’ management.
Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per Share. J.P. Morgan calculated the unlevered free cash flows (less stock-based compensation) that Axonics is expected to generate during fiscal years December 31, 2023 through December 31, 2028 as provided in the Forecasts through the years ending December 31, 2028 and the present value of certain net operating losses and other tax benefits of Axonics, based on the Forecasts (as set forth in the section captioned “The Merger—Certain Unaudited Financial Projections”, which were discussed with, and approved by, the Board of Directors for use by J.P. Morgan in connection with its financial analyses). J.P. Morgan also calculated a range of terminal values of Axonics at the end of this period by applying a perpetual growth rate ranging from 4.25% to 5.75%, based on guidance provided by Axonics’ management, to estimates of the unlevered terminal free cash flows for Axonics at the end of calendar year 2028, as provided in the Forecasts. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values were then discounted to present value as of December 31, 2023 using discount rates ranging from 9.5% to 11.0% for Axonics, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Axonics. The present value of the unlevered free cash flow estimates and the range of terminal values were then adjusted to include Axonics’ estimated 2023 year-end cash as provided in the Forecasts, and present value of the net operating losses and other tax assets.
Based on the foregoing, the analysis indicated a range of implied per share equity value (rounded to the nearest $0.25) for the Shares of $44.25 to $75.25. The ranges of implied per share equity value for the Shares was compared to (i) the closing price of the Shares of $57.57 as of January 5, 2024 and (ii) the Merger Consideration of $71.00 per Share based on the fully diluted outstanding shares of Axonics as of January 5, 2024 of approximately 51.6 million, as provided by Axonics’ management.
Other Information. J.P. Morgan observed certain additional information for reference purposes only and not as a component of its fairness analysis:
Fifty-two (52)-Week Historical Trading Range. J.P. Morgan reviewed the fifty-two (52)-week trading range of the closing price of the Shares for the period ending January 5, 2024, which was $47.99 to $67.34 per Share. J.P. Morgan compared that range to (i) the closing price of the Shares of $57.57 as of January 5, 2024 and (ii) the Merger Consideration of $71.00 per Share. J.P. Morgan noted that historical trading range analyses were presented merely for reference purposes only and not as a component of its fairness analysis.
Analyst Price Targets. J.P. Morgan reviewed the future price targets of fourteen publicly available equity research analysts for the Shares available as of January 5, 2024, which provided a reference range of $55.00 to $79.00. Such price targets were then discounted back to December 31, 2023 using a discount rate of 11% (which was based on J.P. Morgan’s calculation of Axonics’ cost of equity capital) providing a reference range of $49.50 to $71.25 per Share. J.P. Morgan compared the analyst price targets analysis to (i) the
45

TABLE OF CONTENTS

closing price of the Shares of $57.57 as of January 5, 2024 and (ii) the Merger Consideration of $71.00 per Share. J.P. Morgan noted that the analyst price target analyses were presented merely for reference purposes only and not as a component of its fairness analysis.
Present Value of Future Share Price Analysis: J.P. Morgan reviewed the present value of future stock prices of Axonics as of December 2024, 2025, and 2026. J.P. Morgan first calculated the implied value per Share as of December 31, 2024, 2025, and 2026, respectively, by calculating forward firm value using expected revenue for the twelve-month period immediately following each such calendar year, based on the Forecasts, and applying thirty (30)-day average multiples of such expected revenues, which were based on factors which J.P. Morgan considered appropriate based on its professional judgment and experience. Such illustrative future market equity values for Axonics on December 2024, 2025, and 2026 were then discounted back to December 31, 2023 using a discount rate of 11% (which was based on J.P. Morgan’s calculation of Axonics’ cost of equity capital) and then divided by the fully diluted outstanding shares of Axonics as of January 5, 2024 of approximately 51.6 million, as provided by Axonics’ management. Based on the foregoing, this analysis indicated implied present values of (i) $61.95 per Share using the December 2024 revenue estimates, (ii) $65.99 per Share using the December 2025 revenue estimates and (iii) $69.12 per Share using the December 2026 revenue estimates. J.P. Morgan compared the range of implied present values for Axonics to (i) the closing price of the Shares of $57.57 as of January 5, 2024 and (ii) the Merger Consideration of $71.00 per Share. J.P. Morgan noted that the analyst price target analyses were presented merely for reference purposes only and not as a component of its fairness analysis.
Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Axonics. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.
Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Axonics, and none of the selected transactions reviewed was identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Axonics. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Axonics and the transactions compared to the Merger.
As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Axonics with respect to the Merger and deliver an opinion to the Board of Directors with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Axonics and the industries in which it operates.
46

TABLE OF CONTENTS

For financial advisory services rendered in connection with the Merger, Axonics has agreed to pay J.P. Morgan approximately $40.4 million, $3.0 million of which became payable to J.P. Morgan upon delivery by J.P. Morgan of its opinion and the remainder of which is contingent and payable upon the consummation of the Merger. If Axonics or any of its subsidiaries receives any payment from another person (including any payment as reimbursement of expenses) following or in connection with the termination, abandonment or failure to occur of the Merger, Axonics will pay J.P. Morgan a break-up fee equal to 15% of any such payment received by Axonics (less any expenses incurred by Axonics or any of its subsidiaries in connection with the Merger), but in no event will any such break-up fee exceed $40.4 million. In addition, Axonics has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with Axonics. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Boston Scientific, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and bookrunner on an amendment to a revolving credit facility in March 2023. During the two year period preceding the delivery of its opinion dated January 6, 2024, the aggregate fees recognized by J.P. Morgan from Axonics were $0 and from Boston Scientific were approximately $2.2 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Axonics and Boston Scientific. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Axonics or Boston Scientific for their own accounts or for the accounts of customers and, accordingly, J.P. Morgan and its affiliates may at any time hold long or short positions in such securities or other financial instruments.
Interests of Axonics’ Directors and Executive Officers in the Merger
When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that some of our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally, as more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement, the Merger and the other Transactions to be consummated by Axonics were advisable and fair to, and in the best interests of, Axonics and its stockholders, in reaching its decision to duly authorize and approve the execution, delivery and performance by Axonics of the Merger Agreement and the consummation by Axonics of the Transactions to be consummated by Axonics, including the Merger, in reaching its decision to resolve to recommend the adoption of the Merger Agreement.
Arrangements with Boston Scientific and Executive Officers
As of the date of this proxy statement, none of our executive officers has entered into any agreement with Boston Scientific or any of its affiliates regarding service with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to and following the Closing, however, certain of our executive officers may have discussions and may enter into agreements with Boston Scientific or the Surviving Corporation, their subsidiaries or their respective affiliates regarding service with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.
Arrangements with Former Executive Officers
Dan L. Dearen retired as our Chief Financial Officer, effective in October 2023, and he is not entitled to receive any benefits in connection with, or following, the Merger, other than the Merger Consideration payable in respect of his Shares. Mr. Dearen’s decision to retire was not the result of any dispute or disagreement with Axonics, including with respect to any matters relating to Axonics’ accounting practices or financial reporting.
Insurance and Indemnification of Directors and Executive Officers
From and after the Effective Time, the Surviving Corporation and its subsidiaries will, and Boston Scientific will cause the Surviving Corporation to, to the fullest extent permitted under the DGCL, honor and fulfill in all respects the obligations of Axonics and the Axonics subsidiaries under the certificate of incorporation and bylaws
47

TABLE OF CONTENTS

(or equivalent organizational documents) of Axonics and each Axonics subsidiary and any and all indemnification agreements between Axonics or any Axonics subsidiary and any of their respective present or former directors and officers (and any person who becomes a director or officer of Axonics or any such Axonics subsidiary prior to the Effective Time) (collectively, the “Indemnified Parties”) for any acts or omissions by such Indemnified Parties occurring prior to the Effective Time. In addition, the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses than are set forth in the certificate of incorporation and bylaws of Axonics in effect as of the Signing Date, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of the Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim.
For a period of six years after the Effective Time, the Surviving Corporation will, to the fullest extent permitted under applicable law, indemnify and hold harmless each Indemnified Party against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any litigation, suit, claim, action, proceeding or investigation arising out of or relating to any action or omission in their capacity as a director or officer of Axonics or any Axonics subsidiary, occurring on or before the Effective Time, subject to the terms and conditions of the Merger Agreement.
The Surviving Corporation shall either (i) cause to be obtained at the Effective Time “tail” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as Axonics’ existing policies for claims arising from facts or events that occurred on or prior to the Effective Time or (ii) maintain in effect for six years from the Effective Time, if available, the current directors’ and officers’ liability insurance policies maintained by Axonics; provided that the Surviving Corporation may substitute such policies with policies of at least the same coverage containing terms and conditions that are substantially similar with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend more than an amount per year equal to 300% of current annual premiums paid by Axonics for such insurance. In the event of an expiration, termination or cancellation of such current policies, Boston Scientific and the Surviving Corporation will be required to obtain a policy with the greatest coverage available for such maximum annual amount in aggregate annual premiums.
For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”
Payments in Exchange for Axonics Options, Axonics RSAs and Axonics PSUs
As of February 8, 2024, there were an aggregate of 51,004,596 Shares outstanding (of which 1,127,803 Shares were Axonics RSAs), 814,030 Shares subject to outstanding Axonics Options and 124,832 Shares underlying Axonics PSUs (assuming 200% of the Shares subject to relative total stockholder return metrics are earned). The Axonics RSAs and Axonics Options held by Axonics’ non-employee directors, and the Axonics Options, Axonics RSAs, and Axonics PSUs held by Axonics’ executive officers, in each case immediately before the Effective Time, will be treated as described below.
The Merger Agreement provides that at the Effective Time:
(i)
each outstanding and unexercised Axonics Option, whether vested or unvested, with an exercise price per Share that is less than the Merger Consideration will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Axonics Option and (b) the aggregate number of Shares remaining issuable upon exercise of such Axonics Option, less applicable taxes and authorized deductions;
(ii)
each outstanding and unexercised Axonics Option, whether vested or unvested, with an exercise price per Share that is equal to or greater than the Merger Consideration will be canceled without the payment of consideration;
(iii)
each outstanding Axonics RSA will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares subject to such Axonics RSA, less applicable taxes and authorized deductions; and
48

TABLE OF CONTENTS

(iv)
each outstanding Axonics PSU, whether vested but unsettled or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares underlying such Axonics PSU (determined based on (1) for an Axonics PSU for which the market condition is relative total stockholder return, actual performance of the relevant peer group as of Axonics’ fiscal quarter-end immediately preceding the Closing and the Merger Consideration as the per Share price and (2) for any other Axonics PSU, the greater of (A) the target level of achievement of all relevant performance goals in accordance with the applicable award agreement relating thereto or (B) the actual level of achievement of all relevant performance goals against target as of Axonics’ fiscal quarter-end immediately preceding the Closing in accordance with the applicable award agreement relating thereto), less applicable taxes and authorized deductions. At the Effective Time, each Axonics PSU that has not been deemed earned in accordance with the applicable award agreement will be canceled without the payment of consideration.
For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Axonics Options, Axonics RSAs and Axonics PSUs.”
Each executive officer’s employment agreement, and each equity award held by each non-employee director of Axonics, provides for single-trigger acceleration of equity awards upon a change in control (as defined therein and including the Merger).
Executive Officers’ Transaction Bonuses in Lieu of 2024 Equity Compensation
In connection with the Merger, Raymond W. Cohen, Rinda K. Sama, John Woock, Ph.D., Alfred Ford, Jr., Karen Noblett, M.D., and Kari Keese are eligible to receive cash bonuses in lieu of annual equity compensation in an aggregate amount not to exceed $1,863,750 per full month during the period between January 1, 2024 and the earlier of (i) the Effective Time or (ii) December 31, 2024. Any earned payment will be made promptly following the Effective Time. Messrs. Cohen, Sama, Ford, and Woock, and Mses. Noblett and Keese are eligible to earn up to $568,444, $232,969, $203,149, $232,969, $173,329 and $203,149, in each case per month and less applicable taxes and authorized deductions, respectively. In order to earn a payment under this arrangement, the executive officer must be continuously employed with Axonics through the Effective Time. If an executive officer’s employment is terminated prior to the Effective Time by Axonics without “cause” (as defined under such executive officer’s employment agreement), such executive officer will be entitled to receive a prorated payment for the period between January 1, 2024 and the date on which their employment is terminated, payable upon the Effective Time.
Payments Upon Termination Pursuant to Executive Employment Agreements
The following is a description of the severance payments and benefits provided under each of our executive officer’s employment agreements, in the case of Mr. Cohen and Ms. Keese, pursuant to the employment agreements entered into with them respectively in October 2023, as previously disclosed, and in the case of the other executive officers, pursuant to amendments to their employment agreements that extend the severance period in qualifying terminations from nine months to 12 months, as approved by the Company in late 2023. These payments and benefits are generally subject to the executive officer’s execution of a general release of claims and continued compliance with post-employment covenants.
If Axonics terminates the executive officer’s employment without “cause,” or the executive officer resigns for “good reason” (each as defined in the executive officer’s employment agreement) (a “Qualifying Termination”), the executive officer will be eligible to receive a lump sum cash payment equal to (i) 12 months base salary (18 months, in the case of Mr. Cohen), (ii) a pro-rated bonus for the year of termination (if termination happens outside of the first quarter of the year of termination) based on actual performance through the termination date, (iii) a cash payment equal to 12 months COBRA premiums (24 months, in the case of Mr. Cohen and Ms. Keese), and (iv) in the case of Mr. Cohen and Ms. Keese, the amount of the prior-year annual bonus. Upon such termination event, any outstanding, unvested time-based equity awards will fully vest, and the treatment of the performance-based equity awards will be based on the terms of the applicable Axonics stock plan and award agreement (in the case of Mr. Cohen and Ms. Keese, (A) any Axonics PSUs that are subject to the market condition of relative total shareholder return will vest based on actual performance and, for Mr. Cohen, be prorated for the performance period prior to the termination date and (B) any other Axonics PSUs will fully vest and be prorated for the portion of the performance period prior to the termination date).
If a Qualifying Termination occurs within one year following a change in control (as defined in Axonics’ 2018 Omnibus Incentive Plan, as amended from time to time, and including the Merger), the executive officer will be
49

TABLE OF CONTENTS

eligible to receive a lump sum cash payment equal to (i) 12 months base salary (30 months, in the case of Mr. Cohen), (ii) a pro-rated bonus for the year of termination based on target performance through the termination date, (iii) a cash payment equal to 12 months COBRA premiums (36 months, in the case of Mr. Cohen and 24 months, in the case of Ms. Keese), and, (iv) in the case of Mr. Cohen and Ms. Keese, the amount of the prior-year annual bonus. Upon such termination event, any outstanding unvested time-based equity awards will fully vest, and any outstanding performance-based awards will fully vest, based on the greater of actual or target performance. Please see the section of this proxy statement captioned “Quantification of Potential Payments to Certain Axonics Executive Officers in Connection with the Merger” for more information, which includes further detail on the applicable treatment of the Named Executive Officers’ outstanding equity awards under the Axonics stock plans upon the Effective Time.
Each executive officer’s employment agreement includes a modified cutback provision, providing that if amounts payable to an individual exceed the amount permitted under Section 280G of the Code in a manner that would result in excess parachute payments, the payments will be reduced (but not below zero) if and to the extent that the reduction would result in the individual retaining a larger amount on an after-tax basis (taking into account federal, state and local income taxes) so that no portion of the payments will be subject to the excise tax than if the individual received all of the payments, and such payments were subject to the excise tax.
Quantification of Potential Payments to Certain Axonics Executive Officers in Connection with the Merger
In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to Axonics’ Named Executive Officers in connection with the Merger. For more information, please see the section of this proxy statement captioned “The Merger—Payments Upon Termination Pursuant to Executive Employment Agreements” for further information regarding certain elements of this compensation.
The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the Merger.
The table below assumes that:
the Closing occurs on January 26, 2024 (which is the assumed date solely for purposes of this golden parachute compensation disclosure);
the number of shares covered by Axonics equity awards held by the Named Executive Officers is as of January 26, 2024, the latest practicable date to determine such amounts before the filing of this proxy statement, and excludes any Axonics PSUs for which the performance period concluded prior to such date;
pursuant to applicable proxy disclosure rules, the value of the equity awards below is calculated based on the number of Shares covered by the applicable Axonics Options, Axonics RSAs and Axonics PSUs that are unvested and are being canceled and converted into the right to receive an amount in cash (as described under “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger—Treatment of Axonics Options, Axonics RSAs and Axonics PSUs”) multiplied by the Merger Consideration (less the applicable exercise price per Share in the case of Axonics Options);
excluding Mr. Dearen, each Named Executive Officer is employed with Axonics as of the Effective Time, and the employment of each Named Executive Officer will be terminated by Boston Scientific or the Surviving Corporation without cause or by the Named Executive Officer’s resignation for good reason (each as defined in the Named Executive Officer’s employment agreement) immediately following the Closing or otherwise impacted in a manner entitling the Named Executive Officer to receive the maximum possible severance benefits described in the section of this proxy statement captioned “The Merger—Payments Upon Termination Pursuant to Executive Employment Agreements”;
the Named Executive Officer’s base salary rate and annual target bonus as of the Closing are those in effect as of the date of this filing, and 2023 annual bonuses will pay out at target;
no Named Executive Officer enters into a new agreement or is otherwise legally entitled to, prior to the assumed Closing on January 26, 2024, additional compensation or benefits and no named executive officer receives any additional equity grants or other awards on or prior to the assumed Closing on January 26, 2024; and
the Axonics PSUs granted in 2023 that are subject to the total shareholder return metric will have achieved performance at 200% of target and any other Axonics PSUs will have achieved performance at 100%.
50

TABLE OF CONTENTS

For purposes of this disclosure, as required by SEC rules, Axonics’ Named Executive Officers are: (i) Raymond W. Cohen, Chief Executive Officer, (ii) Dan L. Dearen, former Chief Financial Officer, (iii) Rinda K. Sama, Chief Operating Officer, (iv) John Woock, Ph.D., Executive Vice President, Chief Marketing & Strategy Officer, (v) Alfred Ford, Jr., Chief Commercial Officer, and (vi) Kari Keese, Chief Financial Officer. Mr. Dearen retired as our Chief Financial Officer, effective in October 2023, and he is not entitled to receive any benefits in connection with, or following, the Merger, other than the Merger Consideration payable in respect of his Shares.
In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. These assumptions may or may not actually be correct. Accordingly, the ultimate amounts to be received by a Named Executive Officer in connection with the Merger may differ from the amounts set forth below. For purposes of the footnotes to the table below, “double-trigger” refers to benefits that require two conditions, which are a change in control and a qualifying termination. For more information, please see the section of this proxy statement captioned “Payments Upon Termination Pursuant to Executive Employment Agreements” for a quantification of the amounts that the Named Executive Officers will receive in respect of vested equity awards at the assumed Closing on January 26, 2024.
Golden Parachute Compensation Table
Name
Cash
($)(1)
Equity
($)(2)
Total
($)(3)
Raymond W. Cohen
3,619,980
7,179,165
10,799,145
Kari Keese
853,308
2,655,258
3,508,566
John Woock
761,091
3,077,495
3,838,586
Rinda K. Sama
761,097
3,232,843
3,993,940
Alfred Ford, Jr.
674,477
2,567,999
3,242,476
(1)
Cash. Represents the lump-sum cash severance payable to each Named Executive Officer pursuant to his or her respective employment agreement upon a termination of employment by Axonics without cause or upon resignation by the Named Executive Officer for good reason within one year following a change in control, as more fully disclosed in the table below. The cash severance is equal to (i) 12 months base salary (30 months in the case of Mr. Cohen), (ii) a pro-rated bonus for the year of termination based on target performance through the termination date, (iii) a cash payment equal to 12 months COBRA premiums (36 months in the case of Mr. Cohen and 24 months in the case of Ms. Keese), (iv) in the case of Mr. Cohen and Ms.  Keese, the amount of the prior-year annual bonus and (v) a prorated payment of the monthly cash bonus opportunities in lieu of equity compensation described in the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger—Executive Officers’ Transaction Bonus in Lieu of 2024 Equity Compensation”. The amounts corresponding to items (i) through (iv) above are “double-trigger” payments, which means that they will not be payable unless the Named Executive Officer’s employment is terminated by the employer without cause or by the Named Executive Officer for good reason, in each case, within one year following the Effective Time. The amount (prorated based on the period between January 1, 2024 and January 26, 2024) in item (v) is a “single-trigger” payment, which means that the amount does not require a termination following a change in control for payment. As described in the section of this proxy statement captioned “The Merger—Interests of Axonics’ Directors and Executive Officers in the Merger—Executive Officers’ Transaction Bonus in Lieu of 2024 Equity Compensation”, certain executive officers, including each of Messrs. Cohen, Sama, Ford and Woock, and Ms. Keese, are eligible to receive cash bonuses in lieu of 2024 annual equity compensation in an aggregate amount not to exceed $1,863,750 per full month during the period between January 1, 2024 and the earlier of (A) the Effective Time or (B) December 31, 2024. Any earned payment will be made promptly following the Effective Time. Messrs. Cohen, Sama, Ford and Woock, and Ms. Keese, are eligible to earn up to $568,444, $232,969, $203,149, $232,969 and $203,149, in each case per month and less applicable taxes and authorized deductions, respectively. In order to earn a payment under this arrangement, the executive officer must be continuously employed with Axonics through the Effective Time.
The following table separately shows the amounts included in this column (bonuses are prorated assuming target achievement and, for Mr. Ford, prorated assuming his commissions earned in 2024 are the same as in 2023):
Name
Base Salary
Severance
($)
Pro-Rated
Annual Target
Bonus
($)
Pro-Rated Cash
in Lieu of
Equity
Opportunity
($)
Prior Year
Bonus
($)
Cash in Lieu
of COBRA
($)
Raymond W. Cohen
2,100,000
58,710
476,722
920,000
64,548
Kari Keese
450,000
18,871
170,342
171,063
43,032
John Woock
510,000
24,952
195,419
30,720
Rinda K. Sama
510,000
24,952
195,419
30,726
Alfred Ford, Jr.
440,000
33,415
170,342
30,720
(2)
Equity. Represents cancellation of all unvested Axonics RSAs outstanding as of January 26, 2024, and cancellation of all unvested Axonics PSUs outstanding on January 26, 2024 (determined based on (i) for an Axonics PSU for which the market condition is relative total
51

TABLE OF CONTENTS

stockholder return, actual performance of the relevant peer group as of Axonics’ fiscal quarter-end immediately preceding the Closing and the Merger Consideration as the per Share price, the maximum at which would result in payment with respect to 200% of the Shares underlying such Axonics PSU, and (ii) for any other Axonics PSU, the greater of (A) the target level of achievement of all relevant performance goals in accordance with the applicable award agreement relating thereto or (B) the actual level of achievement of all relevant performance goals against target as of Axonics’ fiscal quarter-end immediately preceding the Closing in accordance with the applicable award agreement relating thereto, the maximum at which would result in payment with respect to 100% of the Shares underlying such Axonics PSU). The amounts in this column are “single-trigger” payments, which means that the amounts do not require a termination following a change in control for payment. None of the Named Executive Officers held any unvested Axonics Options as of January 26, 2024. For further details regarding these benefits, see the section of this proxy statement captioned “Payments Upon Termination Pursuant to Executive Employment Agreements” and “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Axonics Options, Axonics RSAs and Axonics PSUs.” The estimated values of such payments are shown in the following table:
 
Unvested Axonics RSAs
Unvested Axonics PSUs
Name
Number
(#)
Value
($)
Number
(#)
Value
($)
Raymond W. Cohen
59,615
4,232,665
41,500
2,946,500
Kari Keese
33,232
2,359,472
4,166
295,786
John Woock
25,845
1,834,995
17,500
1,242,500
Rinda K. Sama
28,033
1,990,343
17,500
1,242,500
Alfred Ford, Jr.
21,169
1,502,999
15,000
1,065,000
(3)
Section 280G. The total amounts do not reflect any reductions to “parachute payments” as defined by Code Section 280G in order to avoid triggering any applicable excise tax thereunder. A definitive analysis of the need, if any, for such reductions will depend on the actual Effective Time, the date of termination (if any) of the Named Executive Officer and certain other assumptions used in the applicable calculations. See the section of this proxy statement captioned “Payments Upon Termination Pursuant to Executive Employment Agreements” for additional information on the Section 280G modified cutback provision under the Named Executive Officers’ employment agreements that would apply in the event that the excise tax under Section 280G in the Code is triggered at the Effective Time.
Equity Interests of Axonics’ Executive Officers and Non-Employee Directors
The following table sets forth the number of Shares, the number of Axonics RSAs and the number of Shares underlying outstanding Axonics Options and Axonics PSUs held by each of Axonics’ executive officers and non-employee directors as of January 26, 2024. The table also sets forth the values of these Shares and Axonics equity awards, determined as the number of Shares or Axonics RSAs (or Shares subject to the equity awards) multiplied by the Merger Consideration (less the applicable per Share exercise price, in the case of any Axonics Options for Axonics Options with an exercise price greater than the Merger Consideration). Except for the Shares and equity awards described herein, no additional Shares or equity awards have been or are expected to be issued or granted, as applicable, to any executive officer or non-employee director in contemplation of the Merger.
Name
Shares
#
Shares
$
Options
#(2)
Options
$
RSAs
#(3)
RSAs
$
PSUs
#(4)
PSUs
$
Total
$
Raymond W. Cohen
100,981
7,169,651
407,123
23,561,170
59,615
4,232,665
84,150
5,974,650
40,938,136
Kari Keese
7,413
526,323
33,232
2,359,472
8,250
585,750
3,471,545
Dan L. Dearen(1)
Rinda K. Sama
27,821
1,975,291
27,275
1,512,687
28,033
1,990,343
36,750
2,609,250
8,087,571
John Woock, Ph.D.
39,457
2,801,447
19,136
1,045,469
25,845
1,834,995
36,750
2,609,250
8,291,161
Alfred Ford, Jr.
13,396
951,116
4,655
210,313
21,169
1,502,999
33,000
2,343,000
5,007,428
Karen Noblett, M.D.
8,150
578,650
21,309
1,287,432
10,066
714,686
26,500
1,881,500
4,462,268
Nancy Snyderman, M.D., FACS
16,944
1,203,024
14,167
653,362
3,000
213,000
2,069,386
Robert E. McNamara
11,861
842,131
18,333
762,822
3,000
213,000
1,817,953
Michael H. Carrel
14,861
1,055,131
15,000
686,000
3,000
213,000
1,954,131
Jane E. Kiernan
16,861
1,197,131
3,000
213,000
1,410,131
David M. Demski
6,542
464,482
10,000
193,000
3,000
213,000
870,482
Esteban López, M.D.
3,600
255,600
10,000
113,000
3,000
213,000
581,600
(1)
Mr. Dearen retired as our Chief Financial Officer, effective in October 2023. He is not entitled to receive any benefits in connection with, or following, the Merger, other than the Merger Consideration payable in respect of his Shares.
(2)
The number of Shares subject to Axonics Options includes all vested Axonics Options as of January 26, 2024. No executive officer or non-employee director held any unvested Axonics Options as of January 26, 2024.
52

TABLE OF CONTENTS

(3)
This column reflects the number of unvested Axonics RSAs as of January 26, 2024. For clarity, these represent all of the individual’s unvested Axonics RSAs, all of which, if the Closing occurred on January 26, 2024, would be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of Shares underlying such Axonics RSA, less applicable taxes and authorized deductions.
(4)
This column reflects the estimated number of unvested Axonics PSUs as of January 26, 2024, including the unvested PSUs as of January 26, 2024 that are subject to total shareholder return with a performance period ending on December 31, 2023 and continued employment through January 31, 2024, which will have achieved performance at 200% of target, and unvested PSUs as of January 26, 2024 that are subject to operational objectives with a performance period ending on December 31, 2023 and continued employment through January 31, 2024, which will have achieved performance at 100% of target. For clarity, this number also includes all of the individual’s other unvested Axonics PSUs as of January 26, 2024 at the target amount, all of which, if the Closing occurred on January 26, 2024, would be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of Shares underlying such Axonics PSU (determined based on (a) for an Axonics PSU for which the market condition is relative total stockholder return, actual performance of the relevant peer group as of Axonics’ fiscal quarter-end immediately preceding the Closing and the Merger Consideration as the per Share price, the maximum at which would result in payment with respect to 200% of the Shares underlying such Axonics PSU and (b) for any other Axonics PSU, the greater of (1) the target level of achievement of all relevant performance goals in accordance with the applicable award agreement relating thereto or (2) the actual level of achievement of all relevant performance goals against target as of Axonics’ fiscal quarter-end immediately preceding the Closing in accordance with the applicable award agreement relating thereto, the maximum at which would result in payment with respect to 100% of the Shares underlying such Axonics PSU), less applicable taxes and authorized deductions. No individual holds vested but unsettled Axonics PSUs as of January 26, 2024.
Appraisal Rights
If the Merger is consummated, stockholders and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek an appraisal of their Shares under Section 262 and, if all procedures described in Section 262 are timely and strictly complied with, to receive payment in cash for the “fair value” of their Shares (as of the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any to be paid upon the amount determined to be the fair value), as determined by the Delaware Court of Chancery. As used in this section captioned “Appraisal Rights,” stockholders of record and beneficial owners of Shares are sometimes referred to collectively as “persons” or individually as a “person.”
Persons who exercise appraisal rights under Section 262 may not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Shares determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to timely and strictly comply with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.
Section 262 requires that where a proposed merger is to be submitted for approval at a meeting of stockholders, the corporation must notify stockholders that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Axonics’ notice to our stockholders that appraisal rights are available in connection with the Merger, in compliance with the requirements of Section 262. The required copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.
The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. A person who loses or validly withdraws his, her or its appraisal rights will be entitled to receive the Merger Consideration under the Merger Agreement.
STOCKHOLDERS WHO VOTE SHARES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.
53

TABLE OF CONTENTS

A stockholder of record or beneficial owner of Shares who (i) continuously holds of record or beneficially owns, as applicable, such Shares through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the Shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Axonics and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.
Any stockholder (or beneficial owner) of Shares who elects to exercise appraisal rights must, prior to the taking of the vote to adopt the Merger Agreement, mail or deliver his, her or its written demand for appraisal to the following contact: Axonics, Inc., 26 Technology Drive, Irvine, California 92618, Attention: Secretary. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the adoption of the Merger Agreement. Voting “AGAINST” or failing to vote “FOR” the adoption of the Merger Agreement by itself does not constitute a demand for appraisal within the meaning of Section 262. If the Merger is consummated, a stockholder’s failure to make a written demand for appraisal will be deemed to be a waiver or a termination of his, her or its appraisal rights.
Within 10 days after the Effective Time (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Closing and Effective Time”), Axonics, as the Surviving Corporation, must give written notice that the Merger has become effective to each stockholder of any class or series of stock of Axonics who is entitled to appraisal rights that the Merger was approved and that appraisal rights are available for any or all shares of such class or series of stock.
Within 120 days after the Effective Time, but not thereafter, Axonics as the Surviving Corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a person, demanding a determination of the fair value of the Shares held by all persons that have demanded appraisal. After an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, shall dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of Shares entitled to appraisal exceeds 1% of the outstanding Shares eligible for appraisal, or (2) the value of the consideration provided in the Merger for such total number of Shares exceeds $1 million. There is no present intent on the part of Axonics as the Surviving Corporation to file an appraisal petition, and persons seeking to exercise appraisal rights should assume that Axonics as the Surviving Corporation will not file such a petition or initiate any negotiations with respect to the fair value of Shares. Accordingly, persons who desire to have their Shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within 120 days after the Effective Time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Merger Consideration under the Merger Agreement.
At any time within 60 days after the Effective Time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger Consideration specified by the Merger Agreement for that person’s Shares by delivering to Axonics as the Surviving Corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require the written approval of the Surviving Corporation. Unless the demand is properly withdrawn by the person within 60 days after the effective date, no appraisal proceeding in the Delaware Court of Chancery shall be dismissed as to any person without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required,
54

TABLE OF CONTENTS

or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the person will be entitled to receive only the fair value of such person’s Shares determined by the Delaware Court of Chancery in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration offered pursuant to the Merger Agreement.
In addition, within 120 days after the Effective Time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth (i) the aggregate number of Shares not consented in writing or otherwise voted in favor of the adoption of the Merger Agreement and with respect to which Axonics has received demands for appraisal, and (ii) the aggregate number of holders of such Shares. Such statement must be given within 10 days after the written request therefor has been received by the Surviving Corporation or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.
Upon the filing of a petition by a person, service of a copy of such petition shall be made upon Axonics as the Surviving Corporation. The Surviving Corporation shall, within 20 days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their Shares and with whom the Surviving Corporation has not reached agreements as to the value of such Shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court of Chancery, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Surviving Corporation and to all such persons set forth on the Chancery List.
If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court of Chancery shall determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court of Chancery may require the persons who have demanded an appraisal of their Shares and who hold Shares represented by certificates to submit their stock certificates, if any, to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings;, and if any person fails to comply with such direction, the Delaware Court of Chancery may dismiss the appraisal proceedings as to such person.
Determination of Fair Value
Upon application by the Surviving Corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.
Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery shall determine the fair value of the Shares, taking into account all relevant factors and exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (i) the difference, if any, between the amount so paid and the fair value of the Shares as determined by the Delaware Court of Chancery, and (ii) interest accrued before such voluntary cash payment, unless paid at that time. When the fair value of the Shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.
Although Axonics believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, the Surviving Corporation does not anticipate offering more than the Merger Consideration to any person exercising appraisal rights and reserves the right to assert in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant Shares is less than the Merger Consideration.
55

TABLE OF CONTENTS

In determining “fair value”, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining “fair value” and that absent deficiencies in the sale process the transaction price should be given “considerable weight.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”
The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees; however, upon application of a person whose name appears on the Chancery List and who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all the Shares entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.
Any person who has duly demanded appraisal in compliance with Section 262 will not, after the effective date of the Merger, be entitled to vote for any purpose any Shares subject to such demand or to receive payment of dividends or other distributions on such Shares, except for dividends or distributions payable to Axonics stockholders of record at a date prior to the Effective Time.
The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262 and any amendments thereto after the date of this proxy statement. To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.
Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights.
Accounting Treatment
The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.
Material U.S. Federal Income Tax Consequences of the Merger
The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below). This summary is general in nature and does not purport to be a complete analysis of all potential tax effects of the Merger. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department regulations promulgated under the Code (the “Treasury Regulations”), published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to stockholders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).
56

TABLE OF CONTENTS

This discussion is for general information only and does not address all of the U.S. federal income tax consequences that may be relevant to stockholders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to stockholders who may be subject to special treatment under U.S. federal income tax laws, such as:
banks, mutual funds, insurance companies or other financial institutions;
tax-exempt organizations and governmental organizations;
tax-qualified retirement or other tax deferred accounts;
partnerships or any other entities or arrangements treated as partnerships or disregarded entities for U.S. federal income tax purposes, S corporations, limited liability companies, or other pass-through entities, or investors therein;
dealers in stocks and securities;
traders in securities that elect to use the mark-to-market method of accounting for their securities;
regulated investment companies or real estate investment trusts;
entities subject to the U.S. anti-inversion rules;
certain former citizens or long-term residents of the U.S.;
stockholders who own or have owned (directly, indirectly or constructively) 5% or more of Axonics’ common stock (by vote or value);
stockholders holding Shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction or integrated investment;
stockholders whose Shares constitute qualified small business stock within the meaning of Section 1202 of the Code or as “Section 1244 stock”;
stockholders who acquired their Shares in a transaction subject to the gain rollover provisions of the Code (including, but not limited to Section 1045 of the Code);
stockholders who received their Shares pursuant to the exercise of contemporary options or in other compensatory transactions;
stockholders who received their Shares pursuant to the exercise of warrants or conversion rights under convertible instruments;
U.S. Holders whose “functional currency” is not the U.S. dollar;
stockholders who hold their common stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the U.S.;
stockholders who are controlled foreign corporations, passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax; or
stockholders who do not vote in favor of the Merger and properly demand appraisal of their Shares under Section 262.
If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Shares, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding Shares and partners therein should consult their tax advisors regarding the consequences of the Merger.
In addition, this summary does not address (i) the tax consequences associated with the Merger under any U.S. federal non-income tax laws, including estate, gift and other tax laws, (ii) the tax considerations associated with the Merger under any state, local or non-U.S. tax laws, (iii) the impact of the alternative minimum tax, the Medicare tax on net investment income, or the special tax accounting rules under Section 451(b) of the Code, (iv) the tax
57

TABLE OF CONTENTS

considerations associated with transactions effectuated before or subsequent to or concurrently with the Merger (whether or not any such transactions are consummated in connection with the Merger), including without limitation any transaction in which Shares are acquired, or (v) the tax consequences for holders of options, warrants or similar rights to acquire Shares.
We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.
IN VIEW OF THE FOREGOING AND BECAUSE THE FOLLOWING DISCUSSION IS INTENDED AS A GENERAL SUMMARY FOR INFORMATIONAL PURPOSES ONLY, WE URGE STOCKHOLDERS TO CONSULT THEIR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO THEM IN CONNECTION WITH THE MERGER IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS, INCLUDING THE IMPACT OF ANY RECENT CHANGES IN U.S. TAX LAWS.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Shares that is for U.S. federal income tax purposes:
an individual who is (or is treated as) a citizen or resident of the U.S.;
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia;
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust (1) that is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons as defined in Section 7701(a)(30) of the Code; or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of common stock that is not a U.S. Holder nor an entity classified as a partnership for U.S. federal income tax purposes.
U.S. Holders
The receipt of cash by a U.S. Holder in exchange for Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received by such U.S. Holder and the U.S. Holder’s adjusted tax basis in the Shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the Shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such Shares is more than one year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers, including individuals, are currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.
Non-U.S. Holders
Subject to the discussions below regarding backup withholding and FATCA (as defined below), any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:
the gain is effectively connected with a trade or business of such Non-U.S. Holder in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the U.S.), in which case such gain generally will be subject to U.S. federal income tax at rates generally applicable to U.S. Holders, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty); or
such Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the Merger, and certain other requirements are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30% (unless an applicable income tax treaty provides for different treatment), which gain may be offset by certain U.S. source capital losses of such Non-U.S. Holder if the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
58

TABLE OF CONTENTS

Information Reporting and Backup Withholding
Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a stockholder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that the taxpayer identification number provided is correct and that such stockholder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such stockholder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the stockholder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS. If any amount is withheld under the backup withholding rules, stockholders should consult with their U.S. tax advisors regarding whether and how any refund, credit or other tax benefit might be received or recognized with respect to the amounts so withheld.
Withholding on Foreign Entities
Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly known as “FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. FATCA withholding currently applies to payments of dividends.
Stockholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of common stock pursuant to the Merger.
Regulatory Approvals Required for the Merger
The Merger is subject to the provisions of the HSR Act and cannot be completed until each of Axonics and Boston Scientific file a notification and report form with the DOJ and the FTC under the HSR Act and the applicable waiting period has expired or been terminated and any voluntary agreement with the DOJ or FTC not to consummate the Transactions has expired or been terminated. Axonics and Boston Scientific filed notification and report forms under the HSR Act with the DOJ and the FTC on January 30, 2024. Under the HSR Act, certain acquisitions may not be completed until information has been furnished to the DOJ and the FTC, and the applicable HSR Act waiting period requirements have been satisfied. The waiting period under the HSR Act applicable to the Merger is 30 calendar days, unless the waiting period is terminated earlier (provided, however, that the FTC has temporarily suspended granting early termination other than in narrow circumstances that do not apply during the initial 30-day waiting period), extended by a request for additional information and documentary materials (which we refer to as a “Second Request”), or restarted if Boston Scientific voluntarily withdraws and refiles, which commences a new 30 -calendar-day waiting period. If the DOJ or FTC issues a Second Request, the parties must observe a separate 30-day waiting period, which would begin to run only after both parties have complied with such Second Request, unless the waiting period is terminated earlier.
Axonics and Boston Scientific will also file pre-merger or post-merger notification filings, forms or submissions with other governmental authorities in connection with the Merger. The completion of the transactions is also subject to consents, approvals, non-disapprovals or other authorizations under certain applicable foreign antitrust or competition laws.
At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. At any
59

TABLE OF CONTENTS

time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, a governmental authority in any state or foreign jurisdiction could take such action under the antitrust laws or on other regulatory grounds as it deems necessary or desirable in the public interest. Such action may include seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. Private parties may also seek to take legal action under the antitrust laws or on other regulatory grounds under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.
Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions, restrictions, qualifications, requirements or limitations on the completion of the Merger, including the requirement to divest assets, license or hold separate assets or terminate existing relationships and contractual rights, or agree to other remedies, or require changes to the terms of the Merger Agreement, or that a challenge to the Merger on antitrust grounds or other regulatory grounds will not be made, or if such challenge is made, what the result will be. These conditions or changes could result in the conditions to the Merger not being satisfied. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval of the proposal to adopt the Merger Agreement by the stockholders and the completion of the Merger.
Axonics and Boston Scientific have agreed to use reasonable best efforts to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement.
Legal Proceedings Regarding the Merger
As of February 21, 2024, Axonics has received two Demand Letters, which generally allege that the preliminary proxy statement filed on February 7, 2024 contains disclosure deficiencies in violation of Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The Demand Letters seek corrective disclosures in the proxy statement in advance of the Special Meeting.
Axonics believes that the disclosures in this proxy statement comply fully with applicable law. It is possible that additional or similar demand letters may be received by Axonics, the Board of Directors, and/or Boston Scientific and/or that complaints may be filed alleging similar or additional disclosure deficiencies between the date of this proxy statement and consummation of the Merger. If any such additional demand letters are received or any complaints are filed, absent new or different allegations that are material, Axonics and/or Boston Scientific will not necessarily disclose such demand letters or complaints.
60

TABLE OF CONTENTS

PROPOSAL 1 — ADOPTION OF THE MERGER AGREEMENT
The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.
The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by Axonics, Boston Scientific and Merger Sub in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure schedule to the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk among Axonics, Boston Scientific and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Except in the limited circumstances set forth in the Merger Agreement, stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Axonics, Boston Scientific or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Axonics, Boston Scientific and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedule to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Axonics, Boston Scientific, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in our filings with the SEC regarding Axonics and its business.
Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers
The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Axonics. As a result of the Merger, (a) the separate corporate existence of Merger Sub will cease, and Axonics will continue as the Surviving Corporation of the Merger and a wholly owned subsidiary of Boston Scientific and (b) the Merger will have the effects set forth in the Merger Agreement, the Certificate of Merger (as defined below) and in the applicable provisions of the DGCL. At the Effective Time, all of the property, rights, privileges and powers of Axonics and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of Axonics and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
At the Effective Time, the amended and restated certificate of incorporation of Axonics as in effect as of the Signing Date (the “Axonics Charter”) will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, as the second amended and restated certificate of incorporation of Axonics, until thereafter amended as provided therein or by applicable law. Boston Scientific and Axonics will take such actions reasonably necessary to cause the amended and restated bylaws of Axonics as in effect as of the Signing Date (the “Axonics Bylaws”) to be amended in their entirety, as the second amended and restated bylaws of Axonics, pursuant to the Merger to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation will be “Axonics, Inc.”), and as so amended will be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable law.
Unless otherwise designated by Boston Scientific, the directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and the officers of Merger Sub immediately prior to the Effective Time or such other individuals designated by Boston Scientific as of the Effective Time will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or
61

TABLE OF CONTENTS

appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Closing and Effective Time
Unless the Merger Agreement has been terminated in accordance with its terms, the Closing will take place by electronic exchange of the required closing deliverables at 10:00 a.m., Eastern Time, on the fifth business day after the satisfaction or written waiver (where permissible under applicable law) of all of the conditions to Closing set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing (subject to their satisfaction or written waiver (where permissible)), unless another time, date or place is agreed to in writing by Boston Scientific and Axonics. The date on which the Closing occurs is referred to in the Merger Agreement as the “Closing Date.”
On the Closing Date, or on such other date as Boston Scientific and Axonics may agree to in writing, Boston Scientific, Merger Sub and Axonics will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger will become effective at the time the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Boston Scientific and Axonics and specified in the Certificate of Merger in accordance with the DGCL, such date and time are referred to as the “Effective Time.”
Merger Consideration
Common Stock
At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, which are: (i) Shares held in the treasury of Axonics, owned by any direct or indirect wholly owned Axonics subsidiary or owned by Merger Sub, Boston Scientific or any direct or indirect wholly owned subsidiary of Boston Scientific or (ii) the Dissenting Shares, will be canceled and converted automatically into the right to receive the Merger Consideration.
Treatment of Axonics Options, Axonics RSAs and Axonics PSUs
The Merger Agreement provides that, at the Effective Time, subject to all applicable federal, state and local tax withholding requirements:
(i)
each outstanding and unexercised Axonics Option, whether vested or unvested, with an exercise price per Share that is less than the Merger Consideration will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Axonics Option and (b) the aggregate number of Shares remaining issuable upon exercise of such Axonics Option, less applicable taxes and authorized deductions;
(ii)
each outstanding and unexercised Axonics Option, whether vested or unvested, with an exercise price per Share that is equal to or greater than the Merger Consideration will be canceled without the payment of consideration;
(iii)
each outstanding Axonics RSA will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares subject to such Axonics RSA, less applicable taxes and authorized deductions; and
(iv)
each outstanding Axonics PSU, whether vested but unsettled or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of Shares underlying such Axonics PSU (determined based on (1) for an Axonics PSU for which the market condition is relative total stockholder return, actual performance of the relevant peer group as of Axonics’ fiscal quarter-end immediately preceding the Closing and the Merger Consideration as the per Share price, and (2) for any other Axonics PSU, the greater of (A) the target level of achievement of all relevant performance goals in accordance with the applicable award agreement relating thereto or (B) the actual level of achievement of all relevant performance goals against target as of Axonics’ fiscal quarter-end immediately preceding the Closing in accordance with the applicable award agreement relating thereto), less applicable taxes and authorized deductions. At the Effective Time, each Axonics PSU that has not been deemed earned in accordance with the applicable award agreement will be canceled without the payment of consideration.
62

TABLE OF CONTENTS

Boston Scientific will cause the Surviving Corporation to make the payments described above through the Surviving Corporation’s payroll system as promptly as practicable (and in no event later than the Surviving Corporation’s next ordinarily scheduled payroll run immediately following the Effective Time, unless the Surviving Corporation’s next scheduled payroll is five or fewer calendar days immediately after the Effective Time, in which case, such payments will be made in the Surviving Corporation’s second payroll run following the Effective Time). Prior to the Effective Time, the Board of Directors (and/or the compensation committee (or equivalent committee) of the Board of Directors) will adopt such resolutions as are necessary to give effect to the transactions described above.
Exchange and Payment Procedures
The Merger Agreement provides that, prior to the Effective Time, Boston Scientific will appoint a bank or trust company approved (such approval not to be unreasonably withheld, conditioned or delayed) in advance by Axonics (the “Paying Agent”), and enter into a paying agent agreement, in form and substance reasonably acceptable to Axonics (the “Paying Agent Agreement”), with such Paying Agent for the purpose of exchanging Certificates (as defined below) and Book-Entry Shares (as defined below) for payment of the Merger Consideration in accordance with the Merger Agreement. At or prior to the Effective Time, Boston Scientific will deposit, or cause Merger Sub to deposit, with the Paying Agent, for the benefit of the holders of Shares (other than Excluded Shares), cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid in respect of Shares pursuant to the Merger Agreement (such cash being hereinafter referred to as the “Payment Fund”). The Payment Fund will not be used for any other purpose. The Payment Fund will be invested by the Paying Agent as directed by Boston Scientific; provided, however, that such investments will be in obligations of or guaranteed by the U.S. or any agency or instrumentality thereof and backed by the full faith and credit of the U.S., and that such investments will only be invested in the manner provided in the Paying Agent Agreement. In the event the amount of the Payment Fund is insufficient to make the aggregate Merger Consideration payments contemplated by the Merger Agreement, Boston Scientific shall promptly deposit, or cause to be deposited, with the Paying Agent such additional funds to ensure that the Payment Fund, at all relevant times, is maintained at a level sufficient to make such payments. Any net profit resulting from, or interest or income produced by, such investments shall be the property of, and payable, to the Surviving Corporation.
As promptly as practicable after the Effective Time (and in any event, within three business days thereafter), Boston Scientific will cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented Shares (the “Certificates”), the underlying Shares of which were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent, and will otherwise be in customary form and have such other provisions as Boston Scientific or the Paying Agent may reasonably specify; and (ii) instructions for effecting the surrender of the Certificates (or affidavit of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Boston Scientific, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive, and Boston Scientific shall cause the Paying Agent to pay and deliver to such holder, in accordance with the letter of transmittal and instructions, the Merger Consideration for each Share formerly represented by such Certificates (subject to any withholding of taxes required by applicable law as provided in the Merger Agreement), and any Certificate so surrendered will then be canceled. The Merger Consideration paid upon the surrender for exchange of Certificates (or affidavits in lieu thereof) will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the person requesting such payment will have paid any transfer taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent that such taxes either have been paid or are not payable. Any holder immediately prior to the Effective Time of non-certificated Shares represented by book-entry (“Book-Entry Shares”) will not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement. Instead, each registered holder of one or more Book-Entry Shares will automatically upon the Effective Time be entitled to receive, and Boston Scientific will cause the Paying Agent to pay and deliver as soon as reasonably practicable after the
63

TABLE OF CONTENTS

Effective Time (and in any event, within three business days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by the Merger Agreement. No interest will be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the Merger Agreement.
Representations and Warranties
The Merger Agreement contains representations and warranties of Axonics, Boston Scientific and Merger Sub.
Some of the representations and warranties in the Merger Agreement made by Axonics are qualified as to “materiality” or “Axonics Material Adverse Effect.” For purposes of the Merger Agreement, “Axonics Material Adverse Effect” means any event, circumstance, change, condition, occurrence or effect that, individually or in the aggregate with any other event, circumstance, change, condition, occurrence or effect, has had, or would reasonably be expected to have (a) a material adverse effect on the assets, business, condition (financial or otherwise) or results of operations of Axonics and Axonics’ subsidiaries (collectively, the “Axonics Group”), taken as a whole, or (b) a material adverse effect on, or prevents or materially delays, the ability of Axonics to consummate the Transactions. However, in the case of clause (a), an Axonics Material Adverse Effect shall not be deemed to include any event, circumstance, change, condition, occurrence or effect to the extent resulting from or arising out of any of the following:
(i)
a change in general economic, political, regulatory, business, financial, credit or capital market conditions, or any changes therein, including interest or exchange rates, or fluctuations in the value of any currency;
(ii)
changes generally affecting the industries (including seasonal fluctuations) in which the Axonics Group operates in the U.S. or globally;
(iii)
any change or proposed change in accounting requirements, GAAP, or applicable laws or the interpretation or enforcement thereof after the Signing Date;
(iv)
any disease outbreak, epidemic or pandemic (including the SARS CoV-2 or COVID-19 virus) and any evolutions or mutations thereof or quarantine restrictions, weather conditions or natural disasters or the worsening of any of the foregoing;
(v)
any change in global or national political conditions (including the outbreak or escalation of war (whether or not declared), military action or operation, sabotage, civil unrest, civil disobedience, national or international calamity, the outbreak of hostilities or acts of terrorism);
(vi)
the announcement of the execution of the Merger Agreement or the pendency of the Transactions (subject to certain exceptions set forth in the Merger Agreement);
(vii)
compliance with the express terms of, or any action expressly required by, the Merger Agreement or any action or omission requested or consented to in writing by Boston Scientific;
(viii)
any stockholder litigation related to the Merger Agreement, the Merger or the other Transactions that is brought, or to the knowledge of Axonics, threatened in writing, by any stockholder of Axonics against Axonics, any of its officers and/or any members of the Board of Directors after the Signing Date and prior to the Effective Time;
(ix)
any change in the trading price or trading volume of Shares or any suspension of trading, or any changes in the ratings or the ratings outlook for Axonics by any applicable rating agency or changes in any analyst’s recommendations or ratings with respect to Axonics (provided that, except as otherwise provided in the definition of Axonics Material Adverse Effect, the underlying cause of such change may be considered in determining whether there is an Axonics Material Adverse Effect); or
(x)
any failure to meet internal, public or other projections or forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (provided that, except as otherwise provided in this definition of Axonics Material Adverse Effect, the underlying causes of such failure or may be considered in determining whether there is an Axonics Material Adverse Effect);
provided that, if the exceptions set forth in clauses (i), (ii), (iii), (iv) or (v) above have a disproportionate impact on the Axonics Group, taken as a whole, compared to other companies that operate in the industries in which
64

TABLE OF CONTENTS

the Axonics Group operates, then such disproportionate effects, changes, developments or occurrences may be taken into account in determining whether an Axonics Material Adverse Effect has occurred solely to the extent of such disproportionate impact.
In the Merger Agreement, Axonics has made customary representations and warranties to Boston Scientific and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and Axonics’ disclosure schedule thereto. These representations and warranties relate to, among other things:
the due organization, valid existence, good standing, and authority and qualification to conduct business of Axonics;
the certificate of incorporation and bylaws of each member of the Axonics Group;
the ownership and capital structure of the Axonics Group, and the absence of any outstanding obligations under any contract or otherwise of any member of the Axonics Group: (i) to repurchase, redeem, or otherwise acquire any equity interests in any member of the Axonics Group or any other person, (ii) granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any equity interests in any member of the Axonics Group or any other person, or (iii) to provide funds to make of any investment (in the form of a loan, capital contribution or otherwise) in any member of the Axonics Group or any other person;
the due organization, good standing, and authority and qualification to conduct business of each Axonics subsidiary;
Axonics’ corporate power and authority to execute, deliver and perform its obligations under the Merger Agreement and the enforceability of the Merger Agreement against Axonics;
the absence of, resulting from the execution and delivery of the Merger Agreement and the consummation of the Transactions to be consummated by Axonics: (i) conflicts with the Axonics Charter, the Axonics Bylaws, and the organizational documents of each Axonics subsidiary, (ii) breaches of certain contracts and agreements, (iii) liens upon the Axonics Group’s properties or assets and (iv) violations of applicable law;
required consents, regulatory filings and approvals in connection with the execution and delivery of the Merger Agreement and the consummation of the Transactions;
possession of all permits necessary to enable the Axonics Group to conduct its business;
compliance with applicable laws;
(i) the preparation of Axonics’ financial statements, including Axonics’ maintenance of internal controls with respect to financial reporting and (ii) the preparation, compliance, accuracy and timely filing of or furnishing to the SEC all Axonics SEC filings, including disclosure controls and procedures, and the absence of undisclosed liabilities;
since December 31, 2022 through the Signing Date: (i) the absence of any Axonics Material Adverse Effect; (ii) Axonics’ operation in the ordinary course of business in all material respects (except in connection with the Transactions); and (iii) no member of the Axonics Group’s having taking certain actions that, if taken after the Signing Date, would violate the Merger Agreement;
the absence of litigation;
employee benefit plans;
labor and employment matters;
real property and title to assets;
tax matters;
the existence, enforceability and absence of material breach, material violation or default under specified categories of Axonics’ material contracts;
insurance matters;
65

TABLE OF CONTENTS

environmental matters;
intellectual property matters;
data privacy matters;
anti-corruption laws, sanctions and similar rules and regulations;
regulatory matters;
products liability matters;
the absence of any transaction or legally binding contract, subcontract, agreement, note, bond, mortgage, indenture, lease, sublease, license, sublicense, permit, franchise or other instrument, obligation, commitment or arrangement or understanding of any kind or character between Axonics or any Axonics subsidiaries, on the one hand, and any of Axonics’ affiliates, on the other hand, that would be required to be disclosed by Axonics under Item 404 of Regulation S-K under the Securities Act (each, an “Affiliate Transaction”);
the approval of the Merger Agreement and the Merger by the Board of Directors, the Board of Directors’ recommendation that the stockholders adopt the Merger Agreement, and the vote required by the stockholders to approve the Merger Agreement and consummate the Transactions;
the applicability of Section 203 of the DGCL and any other applicable takeover or anti-takeover laws to the execution of the Merger Agreement, the performance of the parties’ obligations thereunder or the consummation of the Transactions;
the receipt of J.P. Morgan’s opinion by Axonics and the substance of such opinion; and
payment of fees and expenses to any investment banker, broker or finder in connection with the Merger Agreement.
In the Merger Agreement, Boston Scientific and Merger Sub have made customary representations and warranties to Axonics that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:
Boston Scientific’s and Merger Sub’s due organization, valid existence, good standing, and authority and qualification to conduct business;
Boston Scientific’s and Merger Sub’s corporate power and authority to execute and deliver the Merger Agreement and to perform their obligations thereunder, and the enforceability of the Merger Agreement against Boston Scientific and Merger Sub;
the absence of, resulting from the execution and delivery of the Merger Agreement and the consummation of the Transactions: (i) conflicts with Boston Scientific’s and Merger Sub’s organizational documents, (ii) breaches of certain contracts and agreements, (iii) liens upon Boston Scientific’s and Merger Sub’s properties or assets and (iv) violations of applicable law;
required consents, regulatory filings and approvals in connection with the execution and delivery of the Merger Agreement and the consummation of the Transactions contemplated by the Merger Agreement;
no interested stockholders;
the absence of litigation;
operations of Merger Sub;
sufficiency of funds; and
payment of fees to any investment banker, broker or finder in connection with the Merger Agreement.
Conduct of Business Pending the Merger
The Merger Agreement provides that, between the Signing Date and the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms (the “Pre-Closing Period”), except (i) as required by applicable law, (ii) with the prior written consent of Boston Scientific (such consent not to be unreasonably
66

TABLE OF CONTENTS

withheld, conditioned or delayed), (iii) as expressly contemplated by any other provision of the Merger Agreement, or (iv) as set forth in Axonics’ disclosure schedule thereto, Axonics will, and will cause Axonics’ subsidiaries to, use reasonable best efforts to conduct the businesses of the Axonics Group only in the ordinary course of business and, to the extent consistent therewith, use reasonable best efforts to: (A) preserve substantially intact the business organization, material assets and material properties of the Axonics Group, (B) keep available the services of Axonics’ executive officers and key employees on commercially reasonable terms, (C) maintain in effect all material business licenses, permits, consents, franchises and approvals and authorizations necessary for the conduct of the business of the Axonics Group as conducted on the Signing Date, and (D) maintain the satisfactory relationships of the Axonics Group with any persons with which the Axonics Group has material business relations and with governmental authorities that have jurisdiction over its business and operations.
Except as expressly contemplated by any other provision of the Merger Agreement, as set forth in Axonics’ disclosure schedule thereto or as required by applicable law, neither Axonics nor any Axonics subsidiary will, during the Pre-Closing Period, do any of the following without the prior written consent of Boston Scientific (such consent not to be unreasonably withheld, conditioned or delayed):
(i)
amend or otherwise change its certificate of incorporation, bylaws or other similar organizational documents (including the Axonics Charter and the Axonics Bylaws);
(ii)
issue, grant, sell, dispose of, encumber or authorize such issuance, grant, sale, disposition or encumbrance of, any equity interests of Axonics or any Axonics subsidiary (except for the issuance or withholding of Shares issuable pursuant to Axonics Options, Axonics RSAs or Axonics PSUs that are outstanding as of the Signing Date or that are granted in accordance with the terms of the Merger Agreement pursuant to their respective terms as in effect as of January 4, 2024 or, if later, the grant date);
(iii)
declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its equity interests, except for dividends or other distributions by any direct or indirect wholly owned Axonics subsidiary to Axonics or any other direct or indirect wholly owned Axonics subsidiary;
(iv)
reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any equity interests of Axonics or any of the Axonics subsidiaries in connection with any net exercise, net settlement or “sell to cover” transaction with respect to any Axonics Options, Axonics RSAs or Axonics PSUs, in each case, outstanding as of January 4, 2024, in accordance with their terms;
(v)
sell, transfer, lease, sublease, license, mortgage, pledge, encumber, allow to lapse, assign, abandon, disclaim, dedicate to the public, incur any lien on (other than a permitted lien under the Merger Agreement) or otherwise dispose of, or authorize any of the foregoing with respect to, any of its material properties, assets, licenses, operations, rights, businesses or interests therein (but not including any Axonics intellectual property) except (A) pursuant to contracts or leases in force on the Signing Date, (B) such dispositions or authorizations thereof in the ordinary course of business of Axonics’ or the applicable Axonics subsidiary’s business, or (C) such dispositions among Axonics and the Axonics subsidiaries;
(vi)
acquire (including by amalgamation, merger, consolidation, or acquisition of equity interests or assets or any other business combination) (A) any company, corporation, partnership or other business organization (or any division thereof) or (B) any real property;
(vii)
(A) repurchase, prepay or incur any indebtedness for borrowed money or issue any debt securities, or issue or sell options, warrants, calls or other rights to acquire any of its debt securities, (B) make any loans, advances or capital contributions to, or investments in, any other person (other than an Axonics subsidiary), or (C) assume, guarantee, endorse or otherwise become liable or responsible for the indebtedness or other obligations of another person (other than a guaranty by Axonics on behalf of any Axonics subsidiary and other than in connection with reimbursements to any current or former officer or employee of Axonics or any Axonics subsidiary (each, an “Employee”) in the ordinary course of business);
(viii)
enter into, amend, waive any rights under, or voluntarily terminate any material contract (or any other contract that would be deemed a material contract if it had been entered into prior to the Signing Date),
67

TABLE OF CONTENTS

other than in the ordinary course of business and subject to certain other provisions in the Merger Agreement (subject to certain exceptions set forth in the Merger Agreement), or as a result of the expiration or renewal of such contract in accordance with its terms as in effect on the Signing Date;
(ix)
authorize, or make any commitment with respect to, capital expenditures that (A) in the aggregate exceed the annual capital expenditures budget of Axonics and the Axonics subsidiaries, taken as a whole, or, (B) with respect to any capital expenditures not set forth in the annual capital expenditures budget set forth in Axonics’ disclosure schedule to the Merger Agreement, exceed $500,000 individually or $2 million in the aggregate;
(x)
except as otherwise required under any Axonics employee benefit plan in effect as of the Signing Date, (A) increase the compensation payable or to become payable or the benefits provided to any Employee or any non-employee director, consultant, vendor or other independent contractor of Axonics or any Axonics subsidiary (together with the Employees, the “Service Providers”), (B) grant or amend any retention, severance or termination pay to, or enter into any employment, bonus, incentive, equity, change of control or severance agreement with, any Service Provider, (C) pay any annual bonus or annual incentive compensation in excess of the amount earned based on actual performance in accordance with the applicable Axonics employee benefit plan, (D) establish, adopt, enter into, terminate or amend any Axonics employee benefit plan, or establish, adopt or enter into any plan, agreement, program, policy, trust, fund or other arrangement that would be an Axonics employee benefit plan if it were in existence as of the Signing Date, for the benefit of any Service Providers, (E) loan or advance any money or other property to any Service Provider or (F) establish, adopt, enter into or amend any collective bargaining agreement or similar labor arrangement;
(xi)
other than in the ordinary course of business with respect to (A) any Employee below the level of vice president or (B) any Employee with annual cash base compensation of not more than $200,000, hire or terminate (other than for cause as determined by Axonics in its reasonable discretion) the employment of any such Employee (or any individual who would be an Employee if employed on the Signing Date);
(xii)
take any action to voluntarily accelerate the lapse of restriction, achievement of performance or vesting of any equity or equity-based awards as a result of the Merger, except as expressly provided in the Merger Agreement;
(xiii)
fail to maintain in full force and effect the existing insurance policies as of the Signing Date (or replacement or revised policies with comparable terms and conditions that provide insurance coverage in a manner consistent with past practices) covering Axonics or any of the Axonics subsidiaries and their respective properties, assets and businesses;
(xiv)
(A) settle (or propose to settle) any Action (as defined below), other than (1) settlements for monetary damages (net of insurance proceeds) involving not more than $1 million in the aggregate and that do not (x) require any material actions or impose any restrictions or ongoing royalty or future payment obligations on the business or operations of the Axonics Group, or after the Effective Time, Boston Scientific or its subsidiaries or (y) include the admission of wrongdoing by any member of the Axonics Group and (2) certain litigation arising out of or relating to the Merger Agreement or the Transactions or (B) settle (or propose to settle) any investigation or inquiry by any governmental authority, including by entering into any consent decree or other similar agreement;
(xv)
(A) change Axonics’ financial accounting policies or procedures in effect as of December 31, 2022, other than as required by law or GAAP or (B) write up, write down or write off the book value of any of its assets, other than (1) in the ordinary course of business or (2) as may be required by law or GAAP, as approved by Axonics’ independent public accountants;
(xvi)
adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Axonics or any of the Axonics subsidiaries;
(xvii)
(A) change or adopt (or file a request to change or adopt) any method of tax accounting or any annual tax accounting period, (B) make, change or rescind any material tax election, (C) file any tax return relating to Axonics or any of the Axonics subsidiaries that has been prepared in a manner that is inconsistent with past practices, as applicable, (D) settle or compromise any claim, investigation, audit
68

TABLE OF CONTENTS

or controversy relating to taxes, (E) surrender any right to claim a material tax refund, (F) file any material amended tax return, (G) enter into any closing agreement with respect to any tax or (H) waive or extend the statute of limitations with respect to any tax return other than pursuant to extensions of time to file tax returns obtained in the ordinary course of business;
(xviii)
(A) abandon, disclaim, dedicate to the public, allow to lapse, sell, assign, transfer, encumber or incur any lien (other than permitted liens under the Merger Agreement) on, any intellectual property owned or purported to be owned by Axonics or an Axonics subsidiary (“Owned Intellectual Property”) or material intellectual property that Axonics or an Axonics subsidiary has licensed or is otherwise permitted to use pursuant to certain intellectual property agreements (“Licensed Intellectual Property”), including failing to perform or cause to be performed all applicable filings, recordings and other acts, or to pay or cause to be paid all required fees and taxes, to maintain and protect Axonics’ or any Axonics subsidiary’s interest in such Owned Intellectual Property or material Licensed Intellectual Property; (B) license or sublicense any intellectual property to any third party, other than implied non-exclusive licenses granted in connection with customer sales of any Axonics products; (C) develop, create or invent any intellectual property jointly with any third party, in each case other than in the ordinary course of business; or (D) disclose any confidential information or confidential Axonics intellectual property to any person, other than representatives of Axonics or an Axonics subsidiary that are subject to confidentiality and non-disclosure obligations, in each case in the ordinary course of business, or other than (1) to Boston Scientific or any of its affiliates in connection with the Transactions or (2) in accordance with the Merger Agreement and subject to execution of an acceptable confidentiality agreement;
(xix)
enter into, amend, waive or terminate (other than renewals, expirations or terminations in accordance with their terms) any Affiliate Transaction;
(xx)
fail to make in a timely manner any filings with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder; or
(xxi)
agree, resolve, announce an intention, enter into any contract or otherwise make a commitment, to do any of the foregoing.
Without limiting the foregoing, nothing contained in the Merger Agreement will give Boston Scientific or Merger Sub, directly or indirectly, the right to control or direct the operations of Axonics prior to the Closing. Prior to the Closing, Axonics will exercise, consistent with and subject to the terms and conditions of the Merger Agreement, control and supervision over such matters.
The “No Shop” Period—No Solicitation of Other Offers
For purposes of this proxy statement and the Merger Agreement, subject to certain exceptions contained in the Merger Agreement:
“Acquisition Proposal” means any proposal or offer from any person or group (other than Boston Scientific or any of its subsidiaries) relating to, in a single transaction or series of related transactions:
A.
any direct or indirect acquisition of (1) more than 20% of the assets (whether based on the fair market value, revenue generation or net income) of the Axonics Group, taken as a whole, including in any such case through the acquisition of one or more Axonics subsidiaries owning such assets, or (2) more than 20% of the outstanding Axonics common stock (or any equity interests convertible into, or exchangeable for, such Axonics common stock);
B.
any tender offer or exchange offer, as defined pursuant to the Exchange Act, that if consummated would result, directly or indirectly, in any person or group (or the shareholders of any person or group) beneficially owning 20% or more of the outstanding Axonics common stock; or
C.
any merger, consolidation, business combination, share exchange, recapitalization, liquidation, dissolution or other similar transaction involving Axonics which would result in any person or group, other than Axonics’ stockholders immediately prior to the consummation of such transaction beneficially owning, directly or indirectly, more than 20% of the outstanding Axonics common stock or 20% of the voting power of the surviving entity in a merger involving Axonics or the resulting direct or indirect parent of Axonics or such surviving entity (or any securities convertible into, or exchangeable for, securities representing such voting power).
69

TABLE OF CONTENTS

Whenever the term “group” is used in the Merger Agreement and in this proxy statement summary of the Merger Agreement, it will have the definition set forth in Rule 13d-3 of the Exchange Act.
“Intervening Event” means any material event, circumstance, change, effect, development or condition first occurring or arising after the Signing Date that was not known or reasonably foreseeable by the Board of Directors as of the Signing Date (or if known, the magnitude or material consequences of which were not known or reasonably foreseeable by the Board of Directors as of the Signing Date); provided, however, that in no event will any event, circumstance, change, effect, development or condition resulting from or relating to any of the following give rise to an Intervening Event: (A) any Acquisition Proposal; (B) the public announcement, execution, delivery or performance of the Merger Agreement, the identity of Boston Scientific or the pendency or consummation of the Transactions; (C) any change in the trading price or trading volume of Axonics common stock on Nasdaq or any change in Axonics’ credit rating (although, for purposes of clarity, any underlying facts, events, circumstances, changes, effects, developments or conditions, with respect to this subclause (C) relating to or causing such change may be considered, along with the effects or consequences thereof); or (D) the fact that Axonics has exceeded or met any projections, forecasts, revenue or earnings predictions or expectations of Axonics or any securities analysts for any period ending (or for which revenues or earnings are released) on or after the Signing Date (although for purposes of clarity, any underlying facts, events, circumstances, changes, effects, developments or conditions relating to or causing such material improvement or improvements may be considered, along with the effects or consequences thereof).
“Superior Proposal” means any bona fide written Acquisition Proposal made by any person or group (other than Boston Scientific or any of its subsidiaries) after the Signing Date that (A) would result in such person or group (or in the case of a direct merger between such person and Axonics, the shareholders of such person) acquiring, directly or indirectly, more than 50% of the outstanding Shares or all or substantially all of the assets of the Axonics Group, taken as a whole, (B) is on terms that the Board of Directors determines in good faith (after consultation with its outside financial advisor and outside legal counsel and after taking into account all the terms and conditions of the Acquisition Proposal) are more favorable to the stockholders from a financial point of view than the Merger and the other Transactions (taking into account any bona fide proposed amendment or modification proposed by Boston Scientific pursuant to the Merger Agreement) and (C) the Board of Directors determines (after consultation with its outside financial advisor and outside legal counsel) is reasonably capable of being consummated in accordance with its terms, taking into account all financial, regulatory, legal and other aspects (including certainty of closing, certainty of financing and the identity of the person making the Acquisition Proposal) of such proposal.
Subject to certain exceptions contained in the Merger Agreement, during the Pre-Closing Period, Axonics agrees that it will not and will cause each Axonics subsidiary and any of the officers, directors or employees of it or any Axonics subsidiary not to, and will instruct the other representatives of Axonics not to, directly or indirectly,
(i)
solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that would be reasonably expected to lead to an Acquisition Proposal;
(ii)
engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information in connection with, any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an Acquisition Proposal except to notify such person of the existence of applicable restrictions contained in the Merger Agreement and to clarify the terms of any such Acquisition Proposal;
(iii)
otherwise knowingly facilitate or knowingly encourage any effort or attempt to make an Acquisition Proposal, or any inquiries, proposals or offers that would reasonably be expected to lead to an Acquisition Proposal; or
(iv)
execute or enter into any Acquisition Agreement (as defined below),
provided that, notwithstanding the foregoing, Axonics may grant a waiver, amendment or release under any confidentiality or standstill agreement existing as of the Signing Date, solely to the extent necessary to allow a confidential Acquisition Proposal to be made to Axonics or the Board of Directors (or any committee thereof) so long as (A) the Board of Directors has determined in good faith (after consultation with outside legal counsel) that the failure to grant such waiver, amendment or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable law and (B) Axonics promptly (and in any event within 24 hours) following the determination
70

TABLE OF CONTENTS

by the Board of Directors as required by the foregoing clause (A) notifies Boston Scientific of any such waiver, amendment or release; provided, further, that, prior to the receipt of the Axonics Stockholder Approval, nothing contained in the no solicitation provisions of the Merger Agreement will prevent Axonics or the Board of Directors (or any committee thereof), whether directly or indirectly through any representative, from furnishing information to, or engaging in negotiations or discussions with, any person that has made a bona fide written Acquisition Proposal, which Acquisition Proposal did not result from a material breach of the no solicitation provisions of the Merger Agreement, if, and only if, prior to taking such action referred to in clauses (ii) and (iii) above (except that Axonics or its representatives may notify any person of the existence of the applicable no solicitation provisions of the Merger Agreement and may clarify the terms of any such Acquisition Proposal), (1) the Board of Directors (x) determines in good faith (after consultation with its advisors) that such Acquisition Proposal is, or would reasonably be expected to lead to, a Superior Proposal and (y) determines in good faith (after consultation with its outside legal counsel) that its failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, (2) Axonics provides written notice to Boston Scientific of the determination referenced in subclause (1) above promptly (and in any event within 24 hours of such determination), and (3) Axonics receives or has received from such person an executed acceptable confidentiality agreement. Axonics will deliver to Boston Scientific a copy of any executed acceptable confidentiality agreement promptly (and in any event within 24 hours) following its execution. Axonics will provide to Boston Scientific any non-public information concerning Axonics or any of the Axonics subsidiaries provided by Axonics or any Axonics subsidiary to any person entering into an acceptable confidentiality agreement pursuant to the applicable no solicitation provisions of the Merger Agreement that has not been previously provided to Boston Scientific prior to or substantially concurrently with the time it is provided to such person.
Axonics will promptly (and in any event within 24 hours after delivery to Axonics) (i) provide Boston Scientific written notice of (A) the receipt of any Acquisition Proposal (including any material modification thereto) or (B) any inquiries, proposals or offers received by, or any discussions or negotiations sought to be initiated or continued with, Axonics, any Axonics subsidiary or any representatives of Axonics concerning an Acquisition Proposal and (ii) disclose to Boston Scientific the identity of such person making, and an unredacted copy of, any such Acquisition Proposal or any such inquiry, offer, proposal or request made in writing (or, if made orally, a reasonably detailed description of such Acquisition Proposal, inquiry, offer, proposal or request). Axonics will, promptly upon receipt or delivery thereof (and in any event within 24 hours), provide Boston Scientific (and its outside counsel) with copies of all drafts and final versions of definitive or other agreements (including schedules and exhibits thereto (which may be redacted to the extent necessary to protect the confidential information of the person making such Acquisition Proposal)) relating to such Acquisition Proposal, in each case exchanged between Axonics or any of its representatives, on the one hand, and the person making such Acquisition Proposal or any of its representatives, on the other hand. Axonics will, in person or by telephone, keep Boston Scientific reasonably informed on a reasonably prompt basis (and in any event within 24 hours of any material development) of the status and details (including with respect to any change in price, any change in the amount or form of consideration or any other material amendments) of any such Acquisition Proposal or other inquiry, offer, proposal or request concerning an Acquisition Proposal. Axonics will promptly, and in any event within 24 hours, following a determination by the Board of Directors (or any committee thereof) that an Acquisition Proposal is a Superior Proposal, notify Boston Scientific of such determination.
The Board of Directors’ Recommendation; Axonics Adverse Recommendation Change
As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the stockholders vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect an Adverse Recommendation Change (as defined below) except as described below.
Except as expressly set forth in the applicable no solicitation provisions of the Merger Agreement, during the Pre-Closing Period, neither Axonics nor the Board of Directors (