8-K 1 d134776d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021 (February 10, 2021)

 

 

Bioventus Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37844   81-0980861

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

4721 Emperor Boulevard, Suite 100

Durham, North Carolina 27703

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (919) 474-6700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A common Stock, $0.001 par value per share   BVS   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

In connection with the initial public offering (the “Offering”) by Bioventus Inc. (the “Company”) of its Class A common stock, par value $0.001 (the “Common Stock”), described in the prospectus (the “Prospectus”), dated February 10, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-252238) (as amended, the “Registration Statement”), the following agreements were entered into:

 

   

the Second Amended and Restated Limited Liability Company Agreement of Bioventus LLC, a Delaware limited liability company (the “LLC”), dated February 16, 2021, by and among the Company and its Members (as defined therein) (the “A&R LLCA”);

 

   

the Tax Receivable Agreement, dated February 16, 2021, by and among the Company, the LLC and its Members (as defined therein);

 

   

the Registration Rights Agreement, dated February 16, 2021, by and among the Company and the Original LLC Owners (as defined therein); and

 

   

the Stockholders Agreement, dated February 16, 2021, by and among the Company, the LLC and the Principal Stockholders (as defined therein).

The A&R LLCA, Tax Receivable Agreement, Registration Rights Agreement and Stockholders Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain relationships and related party transactions” in the Prospectus.

 

Item 3.02

Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the Offering, the Company issued (i) 15,786,737 shares of Class B common stock of the Company, par value $0.001 per share, to Smith & Nephew, Inc., a wholly-owned indirect U.S. subsidiary of Smith & Nephew plc, a United Kingdom public company, on a one-to-one basis equal to the number of common membership interests of Bioventus LLC it owns, in exchange for $15,786.74 and (ii) 31,838,589 shares of Class A common stock of the Company, par value $0.001 per share, to the former owners of Bioventus LLC, including EW Healthcare Partners and Smith & Nephew (Europe) B.V., in exchange for their indirect ownership interests in Bioventus LLC (the “Exchange”).

No underwriters were involved in the issuance and sale of the shares of Class B common stock or the issuance of shares of Class A common stock pursuant to the Exchange. The shares of Class B common stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering and the shares of Class A common stock were issued in reliance upon the exemption from registration afforded by Section 3(a)(9) of the Securities Act.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 10, 2021, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), in the form previously filed as Exhibit 3.2 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), in the form previously filed as Exhibit 3.4 to the Registration Statement, became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 250,000,000 shares of Class A common stock, 50,000,000 shares of Class B common stock and 10,000,000 shares of preferred stock. A description of the Company’s capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

 

Item 8.01

Other Events.

On February 16, 2021, the Company completed the Offering of 9,200,000 shares of its Class A common stock at a price to the public of $13.00 per share, which includes the exercise by the underwriters of their option to purchase an additional 1,200,000 shares of the Company’s Class A common stock. The gross proceeds to the Company from the initial public offering were $119.6 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BIOVENTUS INC.
Date: February 16, 2021     By:  

/s/ Anthony D’Adamio

      Anthony D’Adamio
      Senior Vice President and General Counsel