OSI Systems Files 8-K with Material Agreements and Equity Sales

TL;DR

OSI Systems dropped an 8-K: new debt, equity sales, and material agreements filed July 19th.

AI Summary

On July 19, 2024, OSI Systems, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by OSI Systems, including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• OSI Systems, Inc. (company) — Registrant
• July 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock, $0.001 par value OSIS The Nasdaq Global Se
• $350,000,000 — SI Systems, Inc. (the "Company") issued $350,000,000 aggregate principal amount of its 2.25%
• $50,000,000 — s are first issued, up to an additional $50,000,000 aggregate principal amount of Notes. Th
• $1,000 — hares of the Company's common stock per $1,000 principal amount of Notes, which repres
• $191.98 — itial conversion price of approximately $191.98 per share of the Company's common stock
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $70,000,000 — btedness for borrowed money of at least $70,000,000; and (vi) certain events of bankruptcy,

Filing Documents

• tm2419714d1_8k.htm (8-K) — 41KB
• tm2419714d1_ex4-1.htm (EX-4.1) — 765KB
• tm2419714d1_ex4-1sp2img001.jpg (GRAPHIC) — 2KB
• tm2419714d1_ex4-1sp2img002.jpg (GRAPHIC) — 3KB
• tm2419714d1_ex4-1sp2img003.jpg (GRAPHIC) — 3KB
• tm2419714d1_ex4-1sp2img004.jpg (GRAPHIC) — 3KB
• tm2419714d1_ex4-1sp2img005.jpg (GRAPHIC) — 2KB
• tm2419714d1_ex4-1sp2img006.jpg (GRAPHIC) — 3KB
• 0001104659-24-081153.txt ( ) — 1125KB
• osis-20240719.xsd (EX-101.SCH) — 3KB
• osis-20240719_lab.xml (EX-101.LAB) — 33KB
• osis-20240719_pre.xml (EX-101.PRE) — 22KB
• tm2419714d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into or Amendment of a Material Definitive Agreement. On July 19, 2024, OSI Systems, Inc. (the "Company") issued $350,000,000 aggregate principal amount of its 2.25% Convertible Senior Notes due 2029 (the "Notes"). The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of July 19, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, 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 $50,000,000 aggregate principal amount of Notes. The Notes issued on July 19, 2024 include $50,000,000 aggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2025. The Notes will mature on August 1, 2029, unless earlier repurchased, redeemed or converted. Before May 1, 2029, noteholders will have the right to convert thei

03

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 2,324,490 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 6.6414 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit 4.1: Indenture, dated as of July 19, 2024, between OSI Systems, Inc. and U.S. Bank Trust Company, National Association, as trustee. Exhibit 4.2: Form of certificate representing the 2.25% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1). Exhibit 104: Cover Page Interactive Data File (embedded within the Inline XBRL document) EXHIBIT INDEX Exhibit Number Description 4.1: Indenture, dated as of July 19, 2024, between OSI Systems, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2: Form of certificate representing the 2.25% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1). 104: Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. OSI SYSTEMS, INC. Date: July 19, 2024 By: /s/ Alan Edrick Alan Edrick Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR