Bioventus Inc. Files 8-K on Material Agreement

TL;DR

Bioventus signed a big deal, filing an 8-K on 9/30.

AI Summary

Bioventus Inc. filed an 8-K on October 4, 2024, reporting on events as of September 30, 2024. The filing indicates the entry into a material definitive agreement and includes financial statements and exhibits. Specific details regarding the agreement or financial figures were not provided in the excerpt.

Why It Matters

This filing signals a significant development for Bioventus Inc., potentially impacting its business operations and financial standing through a new material definitive agreement.

Risk Assessment

Risk Level: medium — The filing of an 8-K concerning a material definitive agreement suggests a significant event that could carry substantial business and financial implications, warranting a medium risk assessment.

Key Players & Entities

• Bioventus Inc. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• October 4, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 4721 Emperor Boulevard, Suite 100 Durham, North Carolina 27703 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — hich registered Class A common Stock, $0.001 par value per share BVS The Nasdaq Glob
• $25,000,000 — ing of the Transaction (the "Closing"), $25,000,000, subject to a post-Closing adjustment f
• $20,000,000 — rchase Agreement, up to an aggregate of $20,000,000 in earn-out payments based on achieveme

Filing Documents

• bvs-20240930.htm (8-K) — 41KB
• exhibit21-purchaseandsalea.htm (EX-2.1) — 977KB
• exhibit991pressrelease-adv.htm (EX-99.1) — 13KB
• image_0.jpg (GRAPHIC) — 11KB
• 0001628280-24-042266.txt ( ) — 1361KB
• bvs-20240930.xsd (EX-101.SCH) — 2KB
• bvs-20240930_def.xml (EX-101.DEF) — 15KB
• bvs-20240930_lab.xml (EX-101.LAB) — 26KB
• bvs-20240930_pre.xml (EX-101.PRE) — 16KB
• bvs-20240930_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 30, 2024 , Bioventus LLC, a Delaware limited liability company ("Bioventus") and a subsidiary of Bioventus Inc. (the "Company"), together with two of Bioventus's subsidiaries, Bioness Inc., a Delaware corporation ("Bioness"), and Bioventus Cooperatief, U.A., a company organized under the laws of the Netherlands ("Bioventus NL", and together with Bioventus and Bioness, collectively, the "Sellers," and each a "Seller"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Rehab Acquisition Corporation, III, a Delaware corporation (the "Buyer"), pursuant to which the Buyer agreed to (i) purchase from the Sellers all of the issued and outstanding ordinary shares of Bioness Neuromodulation Ltd., a wholly-owned subsidiary of Bioness, (ii) acquire all assets relating to the Sellers' business of developing, manufacturing, marketing and distributing the Rehab Products (as defined in the Purchase Agreement) (collectively, the "Business"), (iii) assume certain liabilities related to the Business as set forth in the Purchase Agreement and (iv) pay the Final Closing Purchase Price and any Earnout Amounts (each, as defined in the Purchase Agreement), in each case, upon the terms and subject to the conditions set forth in the Purchase Agreement (collectively, the "Transaction"). The Buyer is a newly formed entity and subsidiary of Accelmed Partners, a private equity firm focused on acquiring and growing commercial-state HealthTech companies. As consideration for the Transaction, the Sellers will receive, upon closing of the Transaction (the "Closing"), $25,000,000, subject to a post-Closing adjustment for net working capital, indebtedness, transaction expenses and cash, as described in the Purchase Agreement (the "Purchase Price"). Additionally, following the Closing, the Sellers will receive, subject to the terms and conditions described in the Purchase Agreement, up to an aggregate of $2

01. Other Events

Item 8.01. Other Events. On October 1, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 * Purchase and Sale Agreement, dated September 30, 2024, by and among Bioventus LLC, Bioness Inc., Bioventus Cooperatief, U.A. and Rehab Acquisition Corporation, III 99.1 Press Release, dated October 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *The annexes and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any annex or exhibit omitted from the Purchase Agreement to the SEC 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. BIOVENTUS INC. Date: October 4, 2024 By: /s/ Anthony D'Adamio Anthony D'Adamio Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR