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): April 05, 2022

ORTHOFIX MEDICAL INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-19961	98-1340767
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3451 Plano Parkway
Lewisville, Texas		75056
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 937-2000

(Former Name or Former Address, if Changed Since Last Report)

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
Common stock, $0.10 par value per share	OFIX	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2022, Orthofix Medical Inc. (the “Company”) announced that Kimberley A. Elting, the Company’s Chief Legal and Development Officer, has succeeded Paul Gonsalves as the Company’s President of Global Orthopedics. Mr. Gonsalves has stepped down from such position as of April 8, 2022, and also intends to resign as an employee on April 15, 2022, to pursue other opportunities.

Item 7.01 Regulation FD Disclosure.

On April 8, 2022, the Company issued a press release regarding the matters described above. That press release is furnished herewith as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release, dated April 8, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Orthofix Medical Inc.
By:	/s/ Doug Rice
	Doug Rice Chief Financial Officer

Date: April 8, 2022

EX-99.1

Exhibit 99.1

 

Orthofix Medical Inc.

3451 Plano Parkway

Lewisville, TX 75056 USA

Tel 214 937 2000

Orthofix.com

Orthofix Announces New Business Unit President

Kimberley Elting, Chief Legal and Development Officer for Orthofix, Appointed to Lead Global Orthopedics Business

LEWISVILLE, TEXAS — April 8, 2022 — Orthofix Medical Inc. (NASDAQ:OFIX), a global medical device company with a spine and orthopedics focus, today announced a leadership transition for its Orthopedics Business Unit. Kimberley Elting, currently Chief Legal and Development Officer for Orthofix, will become the President of the Global Orthopedics business effective today. In this role, Elting succeeds Paul Gonsalves, who is leaving the company to pursue other opportunities.

“With more than 25 years in the medical device space, a track record of success at Orthofix, and a demonstrated passion for our Orthopedics business, Kim will bring strong leadership and meaningful perspective to this business,” said Orthofix President and CEO Jon Serbousek. “We have made significant investments to build the Orthopedics Business unit and we feel confident that she is the right person to lead this team to continue to drive growth in this sector of our business.”

Elting has significant experience in the medical device product life cycle, supporting research and development and commercialization, and leading business development initiatives that strengthened organic and inorganic company growth. Her leadership has resulted in the successful acquisition of companies and technologies that expand the Orthofix portfolio of solutions, including the M6-C™ artificial cervical disc that mimics the natural motion of a native disc, the Fitbone internal limb lengthening system that corrects limb differentials, significant expansion of our biologics portfolio, and key investments in differentiated technologies such as nView medical and Neo Medical. During the course of the last five years at Orthofix, she has led many functions at Orthofix including Regulatory and Quality, Corporate Communications, and Business Development, in addition to the Legal group. In the coming months she will transition her legal, business development and corporate communications responsibilities to new leaders.

“The Orthopedics business was the foundation for Orthofix over forty years ago when this company was started in Verona, Italy, and it has a long history of providing meaningful products and life-changing patient solutions to orthopedic surgeons world-wide,” said Elting. “I look forward to working with this talented team as we continue to innovate and bring to market differentiated products and solutions for pediatric and adult deformity correction and limb reconstruction, helping deliver on our commitment to improve patient mobility.”

Elting joined the Orthofix Leadership team as Chief Legal Officer in September 2016, was named Chief Legal and Administrative Officer in 2017, and Chief Legal and Development Officer in 2020. A seasoned executive, she has a strong background in the medical device industry. Before coming to Orthofix, Elting served as General Counsel and Vice President Corporate Affairs at TriVascular Technologies, Inc. In this role, she led the legal, compliance, human resources (HR) and government affairs functions for the company. Prior to this, Elting served in various roles of increasing responsibility with St. Jude Medical including General Counsel and Vice President of HR and Health Policy for the Neuromodulation Division. Elting previously was a partner at the Jones Day law firm. A graduate of Ithaca College, Elting earned her Law Degree from the University of Denver and an LL.M. in Health Law from Loyola University Chicago.

About Orthofix

Orthofix Medical Inc. is a global medical device company with a spine and orthopedics focus. The Company’s mission is to deliver innovative, quality-driven solutions while partnering with health care

professionals to improve patient mobility. Headquartered in Lewisville, Texas, Orthofix’s spine and orthopedics products are distributed in more than 60 countries via the Company's sales representatives and distributors. For more information, please visit Orthofix.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “predicts,” “potential,” or “continue” or other comparable terminology. These forward-looking statements are not guarantees of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict, including the risks described in Part I, Item 1A under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).

This list of risks, uncertainties and other factors is not complete. We discuss some of these matters more fully, as well as certain risk factors that could affect our business, financial condition, results of operations, and prospects, in reports we file from time-to-time with the SEC, which are available to read at www.sec.gov. Any or all forward-looking statements that we make may turn out to be wrong (due to inaccurate assumptions that we make or otherwise), and our actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date hereof, unless it is specifically otherwise stated to be made as of a different date. We undertake no obligation to update, and expressly disclaim any duty to update, our forward-looking statements, whether as a result of circumstances or events that arise after the date hereof, new information, or otherwise

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Document And Entity Information	Apr. 05, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 05, 2022
Entity Registrant Name	ORTHOFIX MEDICAL INC.
Entity Central Index Key	0000884624
Entity Emerging Growth Company	false
Entity File Number	0-19961
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1340767
Entity Address, Address Line One	3451 Plano Parkway
Entity Address, City or Town	Lewisville
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75056
City Area Code	(214)
Local Phone Number	937-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.10 par value per share
Trading Symbol	OFIX
Security Exchange Name	NASDAQ