Merit Medical Systems Files 8-K Report

TL;DR

MERIT MEDICAL SYSTEMS (MMSI) filed an 8-K on July 1st, reporting a material definitive agreement and financial updates.

AI Summary

On July 1, 2024, Merit Medical Systems, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers results of operations and financial condition, and includes Regulation FD disclosures and financial statements. Specific details of the material definitive agreement were not provided in the excerpt.

Why It Matters

This filing indicates a significant event or agreement for Merit Medical Systems, Inc., which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational implications for the company.

Key Players & Entities

• MERIT MEDICAL SYSTEMS INC (company) — Registrant
• 0000856982-24-000065 (document_id) — Accession Number
• July 1, 2024 (date) — Date of Report
• Utah (location) — State of Incorporation
• 87-0447695 (tax_id) — IRS Employer Identification No.
• 1600 West Merit Parkway (address) — Business Address
• SOUTH JORDAN (location) — City
• UT 84095 (zip_code) — Business Address Zip

FAQ

Key Financial Figures

• $105 m — chase Agreement for a purchase price of $105 million, plus the assumption or reimburse

Filing Documents

• mmsi-20240701x8k.htm (8-K) — 54KB
• mmsi-20240701xex99d1.htm (EX-99.1) — 100KB
• mmsi-20240701x8k001.jpg (GRAPHIC) — 11KB
• mmsi-20240701xex99d1001.jpg (GRAPHIC) — 15KB
• 0000856982-24-000065.txt ( ) — 340KB
• mmsi-20240701.xsd (EX-101.SCH) — 3KB
• mmsi-20240701_lab.xml (EX-101.LAB) — 15KB
• mmsi-20240701_pre.xml (EX-101.PRE) — 9KB
• mmsi-20240701x8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 1, 2024, Merit entered into an Asset Purchase Agreement (the "Purchase Agreement") with EndoGastric Solutions, Inc., a Delaware corporation ("EGS"), pursuant to which Merit acquired the EsophyX Z+ device and various assets related thereto (collectively, the "Acquisition"), which are designed to deliver a durable, minimally invasive non-pharmacological treatment option for patients suffering from gastroesophageal reflux disease. Merit acquired the purchased assets identified under the Purchase Agreement for a purchase price of $105 million, plus the assumption or reimbursement of certain liabilities of EGS, which amounts Merit financed at closing through borrowings under its long-term credit facility. The Purchase Agreement contains customary representations and warranties, as well as customary indemnification provisions and post-closing covenants. The representations and warranties are insured pursuant to a buyer-side representation and warranty insurance policy (the "RWI"), subject to standard exceptions and limitations, obtained by Merit in connection with the Acquisition. Recovery under the RWI is Merit's sole recourse for breaches of representations and warranties, other than with respect to fraud. At the closing of the Acquisition, Merit and EGS entered into various agreements to facilitate the transition of the acquired assets and associated business operations to Merit, including a Transition Services Agreement and a Contract Manufacturing Agreement. 2 The foregoing summary of the principal terms of the Purchase Agreement is not complete and is qualified in its entirety by the actual terms and conditions of the Purchase Agreement, a copy of which Merit intends to file in a future filing with the SEC. The representations, warranties, and other terms contained in the Purchase Agreement were made solely for the purposes of such agreement and as of specified dates, were solely for the benefit of

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On July 1, 2024, Merit issued a press release announcing the Acquisition and updating its 2024 Fiscal Year Guidance in light of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 1, 2024, Merit issued the attached press release (Exhibit 99.1) announcing the Acquisition. The information contained in Item 2.02 above and this Item 7.01 of this Current Report (including Exhibit 99.1 attached hereto) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Merit under the Securities Act or the Exchange Act. Merit is making reference to non-GAAP financial information in the attached press release. A quantitative reconciliation of such non-GAAP financial information to comparable GAAP financial information is not available without unreasonable effort. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits EXHIBIT NUMBER DESCRIPTION 99.1 Press Release, dated July 1, 2024, entitled " Merit Medical Announces Asset Purchase Agreement with EndoGastric Solutions, Inc." 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERIT MEDICAL SYSTEMS, INC. Date: July 1, 2024 By: /s/ Brian G. Lloyd Brian G. Lloyd Chief Legal Officer and Corporate Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR