UFP Technologies Enters Material Definitive Agreement

TL;DR

UFP Technologies signed a big deal, filing an 8-K to let everyone know.

AI Summary

UFP Technologies, Inc. announced on March 18, 2024, the entry into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Newburyport, MA, filed this 8-K report to disclose this significant event. No specific details of the agreement or financial implications were provided in this excerpt.

Why It Matters

This filing indicates a significant business development for UFP Technologies, potentially impacting its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing itself is neutral, but the 'material definitive agreement' could carry significant risks or rewards depending on its nature.

Key Players & Entities

• UFP Technologies, Inc. (company) — Registrant
• March 18, 2024 (date) — Date of earliest event reported
• Newburyport, MA (location) — Address of Principal Executive Offices
• 01950-3504 (postal_code) — Zip Code of Principal Executive Offices
• (978) 352-2200 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $500 million — Agreement will result in approximately $500 million in revenue over the initial term of the

Filing Documents

• f8k_031824.htm (8-K) — 26KB
• exh_101.htm (EX-10.1) — 123KB
• exh_102.htm (EX-10.2) — 36KB
• 0001171843-24-001413.txt ( ) — 381KB
• ufpt-20240318.xsd (EX-101.SCH) — 3KB
• ufpt-20240318_lab.xml (EX-101.LAB) — 33KB
• ufpt-20240318_pre.xml (EX-101.PRE) — 22KB
• f8k_031824_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 18, 2024, through a wholly-owned subsidiary, UFP Technologies, Inc. ("UFP" or the "Company") and Intuitive Surgical SARL, one of the Company's strategic medical customers (the "Customer"), entered into that certain amendment (the "Amendment") to the manufacturing supply agreement dated April 25, 2014 as amended (as amended, the "Amended Supply Agreement"). Pursuant to the terms of the Amended Supply Agreement, among other things, for an initial four-year period commencing January 1, 2024, the Customer has agreed to purchase the majority of certain products from the Company on a semi-exclusive basis. The Amended Supply Agreement also provides for volume-based pricing terms based on certain minimum purchase thresholds. The Amended Supply Agreement provides for automatic renewal for additional one-year terms following the initial term, subject to certain early termination rights for bankruptcies and uncured, material breaches held by both parties and non-renewal rights held by both parties. We currently estimate that sales under the Amended Supply Agreement will result in approximately $500 million in revenue over the initial term of the Amended Supply Agreement if the Customer buys the specified number of products to take advantage of volume-based pricing under the Amended Supply Agreement. Should the Customer choose not to buy the specified annual or aggregate volumes it would not receive the agreed-upon pricing provided under the Amended Supply Agreement. The foregoing description of the Amendment and the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Amended Supply Agreement , which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this current report on Form 8-K may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. In some cases, the reader can identify forward-looking statements by words such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," or similar words. Forward-looking statements relate to expected financial or operating performance and/or future business prospects, events, and plans. Such statements include, but are not limited to: statements regarding the revenue generated pursuant to agreements entered into by us, and other statements regarding the duration, future performance, and effects of agreements entered into by us. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could adversely affect our business and prospects, and otherwise cause actual results to differ materially from those anticipated by such forward-looking statements, or otherwise. These risks include, without limitation: risks relating to our performance and the performance of our counterparties under the agreements we have entered into, the risk that the Customer will not purchase the expected volume of goods under the Amended Supply Agreement because, among other things, the Customer no longer requires the product at all or to the degree it anticipated, the Customer's own performance falters, the Customer decides to manufacture the product itself or through one of its affiliates now or in the future, or the Customer obtains the product from the other listed supplier in the Amended Supply Agreement, the risk that we will not achieve expected rebates under the applicable supply agreement, risks relating to our ability to maintain increased levels of production at profitable levels, if at all, or to continue to increase production rates and risks relating to disruptions and

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 * Manufacturing Supply Agreement between Das Medical International SRL and Intuitive Surgical SARL dated April 25, 2014. 10.2 * Amendment No. 24 to Manufacturing Supply Agreement between Das Medical International SRL and Intuitive Surgical SARL dated March 15, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(b)(10) of Regulation S-K, certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Further, the schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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. Dated: March 18, 2024 UFP TECHNOLOGIES, INC. By: /s/ Ronald J. Lataille Ronald J. Lataille, Chief Financial Officer and Senior Vice President

View Full Filing

View this 8-K filing on SEC EDGAR