Merit Medical Systems Files 8-K: Material Agreement & Financials

TL;DR

Merit Medical inked a big deal and dropped financial updates. Check the 8-K.

AI Summary

On September 16, 2024, Merit Medical Systems, Inc. entered into a material definitive agreement. The company also reported its results of operations and financial condition, and made a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates a significant new agreement for Merit Medical Systems and provides updated financial information, which could impact investor understanding of the company's current performance and future prospects.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial condition updates can introduce new risks or clarify existing ones for investors.

Key Players & Entities

• MERIT MEDICAL SYSTEMS INC (company) — Registrant
• 0000856982-24-000087 (filing_id) — Accession Number
• September 16, 2024 (date) — Earliest event reported
• Utah (location) — State of incorporation
• 87-0447695 (tax_id) — IRS Employer Identification No.
• 1600 West Merit Parkway (address) — Business address
• South Jordan (location) — City

FAQ

Key Financial Figures

• $210 million — tal cash consideration of approximately $210 million (collectively, the "Acquisition"). Meri

Filing Documents

• mmsi-20240918x8k.htm (8-K) — 57KB
• mmsi-20240918xex99d1.htm (EX-99.1) — 94KB
• mmsi-20240918xex99d2.htm (EX-99.2) — 26KB
• mmsi-20240918x8k001.jpg (GRAPHIC) — 11KB
• mmsi-20240918xex99d1001.jpg (GRAPHIC) — 21KB
• mmsi-20240918xex99d2001.jpg (GRAPHIC) — 21KB
• 0000856982-24-000087.txt ( ) — 407KB
• mmsi-20240918.xsd (EX-101.SCH) — 3KB
• mmsi-20240918_lab.xml (EX-101.LAB) — 15KB
• mmsi-20240918_pre.xml (EX-101.PRE) — 9KB
• mmsi-20240918x8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 16, 2024, Merit Medical Systems, Inc., a Utah corporation ("Merit"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Cook Medical Holdings LLC, an Indiana limited liability company ("Cook Medical"), to purchase Cook Medical's lead management portfolio of medical devices and certain related assets for total cash consideration of approximately $210 million (collectively, the "Acquisition"). Merit expects to fund the Acquisition through a combination of cash on hand and borrowings under its long-term credit facility. The closing of the proposed Acquisition is expected to occur during the fourth quarter of 2024, subject to the receipt or waiver (in accordance with the provisions of the Purchase Agreement) of certain closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. In connection with the projected closing of the Acquisition, Merit proposes to enter into a transition services agreement with Cook Medical, pursuant to which Cook Medical would provide manufacturing and other services to Merit during a two-year transition period. 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. 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 rep

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On September 17, 2024, Merit issued a press release announcing the Acquisition (the "Acquisition Press Release") and updating its 2024 fiscal year financial guidance in light of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 16, 2024, Merit issued a press release announcing the six-month findings of its WRAPSODY Arteriovenous Access Efficacy (WAVE) pivotal trial. A copy of the press release is furnished as Exhibit 99.2 to this Current Report. On September 17, 2024, Merit issued the Acquisition Press Release (Exhibit 99.1) announcing the Acquisition. 2 The information contained in Item 2.02 above and this Item 7.01 of this Current Report (including Exhibits 99.1 and 99.2 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 of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Merit is making reference to non-GAAP financial information in the Acquisition Press Release. A quantitative reconciliation of such non-GAAP financial information to comparable GAAP financial information is not available without unreasonable effort. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The information included in this Current Report contains forward-looking statements about Merit that involve substantial risks and uncertainties. Merit intends such statements, and all subsequent forward-looking statements attributable to Merit, to be expressly qualified in their entirety by these cautionary statements and covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act and Section 27A of the Securities Act. In some cases, forward-looking statements can be identified by the use of terminology such as "anticipate," "believe," "continue," "estimate," "expect," "forecast," "intend," "may," "might," "plan," "potential," "project," "will," "would," "seek," "should," "could,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits EXHIBIT NUMBER DESCRIPTION 99.1 Press Release, dated September 17, 2024, entitled " Merit Medical Signs Agreement to Purchase Lead Management Portfolio from Cook Medical " 99.2 Press Release, dated September 16, 2024, entitled " Merit Medical's WRAPSODY WAVE Trial Demonstrates Superior Patency versus Standard of Care in AV Fistula Patients" 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: September 18, 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