LivaNova PLC Files Routine 8-K, No Material Changes Reported

TL;DR

**LivaNova filed a routine 8-K, nothing major to see here.**

AI Summary

LivaNova PLC, a medical device company, filed an 8-K on January 8, 2024, reporting an event that occurred on January 5, 2024. This filing is a routine report indicating no major financial or operational changes, but rather a standard update on their registered securities. For investors, this means there's no immediate news impacting the stock price, but it confirms LivaNova's continued compliance with SEC regulations, which is a positive sign for corporate governance.

Why It Matters

This filing is a standard compliance update, confirming LivaNova's adherence to SEC reporting requirements, which is important for maintaining investor trust and market transparency.

Risk Assessment

Risk Level: low — This 8-K is a procedural filing with no disclosed material events, indicating a low risk of negative impact.

Analyst Insight

A smart investor would note this as a routine compliance filing, indicating no immediate need for action. It reinforces the company's adherence to regulatory standards, which is a baseline positive for due diligence.

Key Players & Entities

• LivaNova PLC (company) — the registrant filing the 8-K
• Ordinary Shares - £1.00 par value per share (other) — the class of securities registered
• LIVN (other) — the trading symbol for LivaNova PLC
• NASDAQ Global Market (other) — the exchange where LivaNova's securities are registered

FAQ

Key Financial Figures

• $15 million — g charges in the range of approximately $15 million to $20 million. The anticipated charges
• $20 million — e range of approximately $15 million to $20 million. The anticipated charges are comprised
• $10 million — charges are comprised of approximately $10 million to $12 million in severance expenses an
• $12 million — mprised of approximately $10 million to $12 million in severance expenses and retention bon
• $5 million — and retention bonuses and approximately $5 million to $8 million in other expenses, includ
• $8 million — bonuses and approximately $5 million to $8 million in other expenses, including lease term
• $110 million — mpairment charge of up to approximately $110 million in the fourth quarter of 2023, primaril

Filing Documents

• livn-20240105.htm (8-K) — 32KB
• livn-20240105_g1.jpg (GRAPHIC) — 7KB
• 0001639691-24-000006.txt ( ) — 180KB
• livn-20240105.xsd (EX-101.SCH) — 2KB
• livn-20240105_lab.xml (EX-101.LAB) — 24KB
• livn-20240105_pre.xml (EX-101.PRE) — 13KB
• livn-20240105_htm.xml (XML) — 3KB

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. On January 5, 2024, the Board of Directors of LivaNova PLC (the "Company") approved a restructuring plan (the "Plan") to enhance the Company's focus on its core Cardiopulmonary and Neuromodulation Business Units. As part of the Plan, the Company will wind down the Advanced Circulatory Support ("ACS") Business Unit, which is anticipated to be substantially complete by the end of 2024. During the first quarter of 2024, the Company will transition all ACS standalone cannulae and accessories, including ProtekDuo, transseptal (TandemHeart), arterial and venous cannulae, along with corresponding insertion kits, into its Cardiopulmonary Business Unit. Operations for other ACS products, including LifeSPARC and Hemolung Systems, will be discontinued by the end of 2024. During the first quarter of 2024, the Company will reorganize its operating and reporting structure as it continues to implement the Plan. At this time, it is anticipated that the Company will have two reportable segments: Cardiopulmonary and Neuromodulation, corresponding to its primary Business Units. In connection with the Plan, the Company expects to incur pre-tax restructuring charges in the range of approximately $15 million to $20 million. The anticipated charges are comprised of approximately $10 million to $12 million in severance expenses and retention bonuses and approximately $5 million to $8 million in other expenses, including lease termination, facilities remediation and asset disposal expenses. The Company expects the majority of the severance expenses to be recognized in the first half of 2024, and retention bonuses will be earned over the period of service, which is expected to be over the full year of 2024. All future cash payments related to all restructuring charges are expected to be paid out during 2024. All of the estimates described in Item 2.05 of this Current Report on Form 8-K are subject to change.

06 Material Impairments

Item 2.06 Material Impairments. In accordance with accounting standards relating to the impairment of long-lived assets, the Company r eviews if circumstances warrant an evaluation of the carrying amounts of its property and equipment and finite-lived intangible assets to determine whether such carrying amounts continue to be recoverable. In connection with the Plan described in Item 2.05 above, the Company determined that it was more likely than not that the c arrying amounts associated with the ACS Business Unit, including the long-lived assets, may not be recoverable. This was determined to be a triggering event occurring in the fourth quarter of 2023 based on certain factors, including the results of an updated long-term financial outlook for the ACS Business Unit requiring an impairment assessment. Based on the assessment, the Company expects to incur a pre-tax non-cash impairment charge of up to approximately $110 million in the fourth quarter of 2023, primarily related to its finite-lived intangible assets. All of the estimates described in Item 2.06 of this Current Report on Form 8-K may change in the future.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company's future plans, strategies and expectations. Forward-looking statements can generally be identified by the use of forward-looking terminology, including, but not limited to, "may," "could," "seek," "guidance," "predict," "potential," "likely," "believe," "will," "expect," "anticipate," "estimate," "plan," "intend," "forecast," or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements contained in this Current Report on Form 8-K are based on information presently available to the Company and assumptions that the Company believes to be reasonable, but are inherently uncertain. As a result, the Company's actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance or actions that may be taken by the Company and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company's control. You should carefully consider the risks and uncertainties that affect the Company, including those described in the "Risk Factors" section of the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC by the Company. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. The Company does not undertake or assume any obligation to update publicly any of the forward-looking statements to reflect

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. LivaNova PLC Date: January 8, 2024 By: /s/ Michael Hutchinson Name: Michael Hutchinson Title: SVP, Company Secretary & Chief Legal Officer