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

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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 July25, 2018, Merit entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC 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 3,500,000 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 525,000 shares of Common Stock from the Company (the “Option Shares”, and together with the Firm Shares, the “Securities”) to cover any overallotments. On July26, 2018, 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 $54.00 per share, and have agreed to purchase the Securities from the Company at a price of $51.03 per share.

The closing of the sale of the Securities took place on July30, 2018. 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 $204.9 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 July25, 2018, and an accompanying base prospectus dated July24, 2018, delivered in connection with a takedown offering under the Company’s “automatic shelf registration statement” (as defined in Rule405 under the Securities Act) on FormS-3ASR (Registration No.333-226320), which was filed with the Securities and Exchange Commission on July24, 2018.

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, 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 July25, 2018, the Company issued a press release announcing the pricing of the Offering. On July30, 2018, the Company issued a press release announcing full exercise by the Underwriters of their option to purchase the Option Shares and closing of the Offering. 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.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

1.1 Underwriting Agreement, dated July25, 2018, by and among Merit Medical Systems,Inc., Wells Fargo Securities, LLC, and Piper Jaffray& Co.

5.1 Opinion of Parr Brown Gee& Loveless relating to the Securities

23.1 Consent of Parr Brown Gee& Loveless (included in Exhibit5.1)

99.1 Press Release issued by Merit Medical Systems,Inc., dated July25, 2018, entitled “Merit Medical Announces Pricing of Public Offering of Common Stock.”

99.2 Press Release issued by Merit Medical Systems,Inc., dated July30, 2018, entitled “Merit Medical Announces Closing of Public Offering of Common Stock and Exercise in Full of Underwriter’s Over-Allotment Option.”


MERIT MEDICAL SYSTEMS INC Exhibit
EX-1.1 2 a18-17169_6ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION VERSION   3,…
To view the full exhibit click here

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.