LeMaitre Vascular Files 8-K: Material Agreement & Equity Sales

TL;DR

LeMaitre Vascular just signed a new deal, took on debt, and sold some stock. Watch out for dilution.

AI Summary

On December 16, 2024, LeMaitre Vascular, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates new financial obligations and potential equity dilution for LeMaitre Vascular, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The creation of new financial obligations and unregistered sales of equity securities can introduce financial risk and potential dilution for existing shareholders.

Key Players & Entities

• LeMaitre Vascular, Inc. (company) — Registrant
• December 16, 2024 (date) — Earliest event reported
• 001-33092 (other) — Commission File Number
• Delaware (other) — State of incorporation
• 63 Second Avenue Burlington, MA 01803 (other) — Principal executive offices address
• 781-221-2266 (other) — Registrant's telephone number

FAQ

Key Financial Figures

• $150 million — customary conditions, to issue and sell $150 million principal amount of the Company's 2.50%
• $22.5 million — s are first issued, up to an additional $22.5 million principal amount of Notes. The issuance
• $172,500,000 — ncipal amount of Notes. The issuance of $172,500,000 of Notes was completed on December 19,
• $1,000 — te is 8.3521 shares of common stock per $1,000 principal amount of Notes, which repres
• $119.73 — itial conversion price of approximately $119.73 per share of common stock. The conversi
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $25,000,000 — btedness for borrowed money of at least $25,000,000; (vii) the rendering of certain judgmen

Filing Documents

• tm2431546d1_8k.htm (8-K) — 41KB
• tm2431546d1_ex4-1.htm (EX-4.1) — 709KB
• tm2431546d1_ex4-1sp3img001.jpg (GRAPHIC) — 2KB
• tm2431546d1_ex4-1sp3img002.jpg (GRAPHIC) — 3KB
• tm2431546d1_ex4-1sp3img003.jpg (GRAPHIC) — 3KB
• tm2431546d1_ex4-1sp3img004.jpg (GRAPHIC) — 3KB
• tm2431546d1_ex4-1sp3img005.jpg (GRAPHIC) — 2KB
• tm2431546d1_ex4-1sp3img006.jpg (GRAPHIC) — 3KB
• 0001104659-24-130155.txt ( ) — 1069KB
• lmat-20241216.xsd (EX-101.SCH) — 3KB
• lmat-20241216_lab.xml (EX-101.LAB) — 33KB
• lmat-20241216_pre.xml (EX-101.PRE) — 22KB
• tm2431546d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On December 16, 2024 LeMaitre Vascular, Inc. (the " Company ") entered into a purchase agreement (the " Purchase Agreement ") with certain initial purchasers (the " Initial Purchasers ") agreeing, subject to customary conditions, to issue and sell $150 million principal amount of the Company's 2.50% Convertible Senior Notes due 2030 (the " Notes ") to the Initial Purchasers. In addition, pursuant to the Purchase Agreement, the Company granted the Initial Purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $22.5 million principal amount of Notes. The issuance of $172,500,000 of Notes was completed on December 19, 2024, which included the issuance of $22.5 million principal amount of Notes pursuant to the full exercise by the initial purchasers of their option to purchase additional Notes. The Company intends to use the net proceeds from the offering for working capital and other general purposes, which may include acquisitions of or investments in complementary companies, product lines, products or technologies. The Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of December 19, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). A copy of the Indenture is filed as Exhibit 4.1, and a copy of the form of the certificate representing the Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. Indenture and Notes The Notes will be the Company's senior, unsecured obliga

03

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and for resale by the Initial Purchasers to persons reasonably believed to be "qualified institutional buyers," as defined in and pursuant to the exemption from registration requirements provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement pursuant to which the Company sold the Notes to the Initial Purchasers. The shares of the Company's common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. To the extent that any shares of the Company's common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Company's common stock. Item9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of December 19, 2024, between LeMaitre Vascular, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 2.50% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LEMAITRE VASCULAR, INC. Date: December 19, 2024 By: /s/ Joseph P. Pellegrino, Jr. Name: Joseph P. Pellegrino, Jr. Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR