UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Emerging growth company
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ITEM 8.01 OTHER EVENTS
Repurchase Plan
On June 14, 2023, Zynex, Inc. (the “Company”) issued a press release announcing that its Board of Directors authorized a 10b5-1 share repurchase plan for up to $10.0 million of the Company’s common stock (the “Repurchase Plan”).
Pursuant to the Repurchase Plan, the Company may purchase from time-to-time outstanding shares of common stock in open market and negotiated purchases, effective immediately, and continuing for a period of one year or until full use of the $10.0 million, whichever comes first. These repurchases will be made in compliance with the SEC's Rule 10b-18 and Rule 10b-5 under the Securities Exchange Act of 1934, subject to market conditions, available liquidity, cash flow, applicable legal requirements and other factors. The Repurchase Plan does not obligate the Company to acquire any particular amount of common stock and the plan may be suspended or discontinued at any time. The Company expects to finance the purchases with existing cash balances.
The full text of the press release announcing the Repurchase Plan is furnished herewith as Exhibit 99.1.
Sandgaard Share Purchase
On June 13, 2023, the Company purchased 300,000 shares of the Company’s common stock held by Thomas Sandgaard, Chairman, President and Chief Executive Officer of the Company, in an exempt transaction pursuant to Rule 16b-3 (the “Transaction”). The Transaction was approved by the Audit Committee and the disinterested members of the Board of Directors of the Company. The sale price per share was $8.62, the closing price of the Common Stock on the date of the Transaction.
On June 13, 2023, in approving the Transaction, the disinterested members of the Audit Committee and the Board of Directors of the Company (collectively the “Members”) considered among other factors, the possible effect on earnings per share and book value per share and the potential effect of the trading of the Company’s shares if Mr. Sandgaard were to sell the shares in the open market. The Members determined that the Transaction was on terms no less favorable to the Company than terms that could have been reached with an unrelated third party, the Buyback is reasonable and at arm’s length, and that the closing price at the end of the trading day, would be a fair and accurate determination of the shares fair market value.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
d) Exhibits. The following exhibits are filed with this report.
| Exhibit No. | Description | |
| 99.1 | Zynex, Inc. Press Release dated June 14, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 thereunto duly authorized.
| Dated: June 14, 2023 | ZYNEX, INC. |
| /s/ Dan Moorhead | |
| Dan Moorhead | |
| Chief Financial Officer |
Exhibit 99.1
Zynex Announces Share Buyback Program
Englewood, CO – June 14, 2023 – Zynex, Inc. (NASDAQ: ZYXI), an innovative medical technology company specializing in the manufacture and sale of non-invasive medical devices for pain management, rehabilitation, and patient monitoring, today announced that its board of directors approved a program to buy back $10.0 million of the Company's common stock. The program will commence on June 14, 2023 and is scheduled to terminate on June 13, 2024 or when the $10.0 million buyback limit is reached.
“Zynex is acutely focused on delivering strong returns for our shareholders, and initiating this buyback is a signal of our confidence in the Company’s inherent value,” said Thomas Sandgaard, founder, and CEO of Zynex. "We continuously improve our performance and our innovation pipeline and we believe this buyback program is an opportunity to invest in Zynex while simultaneously returning value to our shareholders."
Under the share buyback program, buybacks may be made from time-to-time in open market and negotiated purchases, effective immediately through the next twelve months. These buybacks will be made in compliance with the SEC's Rule 10b-18, subject to market conditions, available liquidity, cash flow, applicable legal requirements, and other factors. The specific prices, numbers of shares, and timing of purchase transactions will be determined by the Company from time to time in its sole discretion. This program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time, including in the event the Company would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended.
The Company expects to finance the purchases with existing cash balances, which is not expected to have a material impact on capital levels.
Zynex, Inc. had approximately 41.6 million shares issued and 36.4 million shares outstanding as of June 13, 2023.
About Zynex, Inc.
Zynex, founded in 1996, develops, manufactures, markets, and sells medical devices used for pain management and rehabilitation as well
as non-invasive fluid, sepsis, and laser-based pulse oximetry monitoring systems for use in hospitals. For additional information, please
visit: www.zynex.com.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward looking statements. The Company makes no express or implied representation or warranty as to the completeness of forward-looking statements or, in the case of projections, as to their attainability or the accuracy and completeness of the assumptions from which they are derived. Factors that could cause actual results to materially differ from forward-looking statements include, but are not limited to, the need to obtain CE marking of new products, the acceptance of new products as well as existing products by doctors and hospitals, larger competitors with greater financial resources, the need to keep pace with technological changes, our dependence on the reimbursement for our products from health insurance companies, our dependence on third party manufacturers to produce our products on time and to our specifications, implementation of our sales strategy including a strong direct sales force, the impact of COVID-19 on the global economy and other risks described in our filings with the Securities and Exchange Commission including but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2022 as well as our quarterly reports on Form 10-Q and current reports on Form 8-K.
Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Contact: Zynex, Inc. (800) 495-6670
Investor Relations Contact:
Gilmartin Group
650 Fifth Ave., Suite 2720
New York, NY 10019
ir@zynex.com
Cover |
Jun. 13, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 13, 2023 |
| Entity File Number | 001-38804 |
| Entity Registrant Name | Zynex, Inc. |
| Entity Central Index Key | 0000846475 |
| Entity Tax Identification Number | 90-0275169 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 9655 Maroon Circle |
| Entity Address, City or Town | Englewood |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80112 |
| City Area Code | 800 |
| Local Phone Number | 495-6670 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value per share |
| Trading Symbol | ZYXI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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