Merit Medical Systems,Inc. (NASDAQ:MMSI) Files An 8-K Entry into a Material Definitive Agreement

Merit Medical Systems,Inc. (NASDAQ:MMSI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement.

On March22, 2017, Merit entered into an Underwriting Agreement
(the Underwriting Agreement) with Merrill Lynch, Pierce,
Fenner Smith Incorporated and Piper Jaffray Co., as
representatives of the several underwriters named in Schedule A
thereto (collectively, the Underwriters), to which the
Company (i)agreed to issue and sell 4,500,000 shares (the Firm
Shares) of its common stock, no par value (the Common
Stock) to the Underwriters, and (ii)granted the Underwriters
a 30-day option to purchase up to an additional 675,000 shares of
Common Stock from the Company (the Option Shares, and
together with the Firm Shares, the Securities) to cover
any over-allotments. On March23, 2017, the Underwriters exercised
their option to purchase all of the Option Shares. The
Underwriters propose to sell the Securities at a public offering
price of $28.25 per share, and have agreed to purchase the
Securities from the Company at a price of $26.555 per share.

The closing of the sale of the Securities is expected to take
place on March28, 2017, subject to satisfaction of customary
closing conditions. After deducting underwriting discounts and
estimated offering expenses payable by the Company, the Company
anticipates receiving aggregate net proceeds from the issuance
and sale of the Securities of approximately $136.5 million. The
Company expects to use the net proceeds to repay outstanding
indebtedness under its credit facility.

The offering of the Securities (the Offering) was made to
a prospectus supplement dated March23, 2017, and an accompanying
base prospectus dated May22, 2014, delivered in connection with a
takedown offering under the Companys shelf registration statement
on FormS-3 (Registration No.333-193059), which was declared
effective by the Securities and Exchange Commission on May22,
2014.

The Underwriting Agreement contains customary representations,
warranties, and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties, and
termination provisions. The representations, warranties, and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties of such agreement, and may
be subject to limitations agreed upon by the contracting parties.
Accordingly, other parties should not rely on any of the
representations, warranties, and covenants contained in the
Underwriting Agreement.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is filed
as Exhibit1.1 to this Current Report and incorporated herein by
reference.

A copy of the opinion of Parr Brown Gee Loveless relating to the
validity of the Securities is filed as Exhibit5.1 to this Current
Report and incorporated by reference herein.

Item 8.01 Other Events

On March22, 2017, the Company issued a press release announcing
the pricing of the Offering. On March27, 2017, the Company issued
a press release announcing full exercise by the Underwriters of
their option to purchase the Option Shares.

Copies of the foregoing press releases are filed as Exhibit99.1
and Exhibit99.2 to this Current Report, respectively, and are
incorporated herein by reference.

About Merit Medical Systems, Inc. (NASDAQ:MMSI)
Merit Medical Systems, Inc. is a designer, developer, manufacturer and marketer of medical devices used in an array of interventional and diagnostic procedures. The Company operates in two segments: cardiovascular and endoscopy. Its cardiovascular segment consists of cardiology and radiology devices, which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases; embolotherapeutic products, and cardiac rhythm management and electrophysiology (CRM/EP) devices. Its endoscopy segment consists of gastroenterology and pulmonology medical devices, which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. Its products are used in various clinical areas, such as diagnostic and interventional cardiology; interventional radiology; vascular, general and thoracic surgery; interventional pulmonology; interventional nephrology; oncology, and pain management. Merit Medical Systems, Inc. (NASDAQ:MMSI) Recent Trading Information
Merit Medical Systems, Inc. (NASDAQ:MMSI) closed its last trading session up +0.35 at 28.90 with 530,282 shares trading hands.