ARTIVION, INC.
For the period ended May 7, 2026. Filed May 7, 2026.
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May 7, 2026 · Filed May 7, 2026
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Contents
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. All statements other than statements of historical fact are forward-looking statements for the purposes of federal and state securities laws. These forward-looking statements involve risks and uncertainties that could significantly affect the financial or operating results of Artivion. Forward-looking statements in this Current Report on Form 8-K include, among other things, statements about Artivion’s future financial performance, the consummation of the acquisition, the satisfaction of closing conditions, the expected net purchase price, the anticipated financing of the acquisition, including borrowings under Artivion’s term loan facility, the future performance of the NEXUS™ product and related contingent consideration, purchase price adjustments and indemnification obligations. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among other things, risks related to management’s expectations about Artivion’s performance, expressed or implied financial results, the possibility that the conditions to the consummation of the acquisition will not for any reason be satisfied in a timely manner or at all, failure to consummate or delay in consummating the acquisition, risks related to the financing of the acquisition, uncertainties related to the calculation of the purchase price adjustments, escrow recoveries, indemnification claims and contingent consideration, the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement, and other risks and uncertainties, including but not limited to those described in Artivion’s Annual Report on Form 10-K on file with the SEC and from time to time in other reports including Artivion’s Quarterly Reports on Form 10-Q. Please refer to the last paragraph of the text portion of the press release attached as Exhibit 99.1 hereto for further discussion about forward-looking statements. Artivion disclaims any obligation or duty to update or modify any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1*+^ | Securities Purchase Option Agreement, dated as of September 11, 2019, by and among CryoLife, Inc., Endospan Ltd., the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder) and Shareholder Representative Services LLC, as the Securityholder representative. |
| 10.2*^ | Amendment No. 1 to Securities Purchase Option Agreement, dated July 1, 2024, by and among Artivion, Inc., Endospan Ltd. and Shareholder Representative Services LLC, as the securityholder representative. |
| 10.3*^ | Amendment No. 2 to Securities Purchase Option Agreement, dated January 9, 2026, by and among Artivion, Inc., Endospan Ltd. and Shareholder Representative Services LLC, as the securityholder representative. |
| 99.1** | Press Release dated May 7, 2026. |
| 104* | Inline XBRL for the cover page of this Current Report on Form 8-K. |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| + | Schedules or similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
| ^ | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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