8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 14, 2020

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

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 (see General Instruction A.2. below):

☐	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))

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. ☐

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

Item 7.01. Regulation FD Disclosure.

On September 14, 2020, Orthofix Medical Inc. (the “Company”) issued a press release regarding the appointment of Paul Gonsalves as President of Global Extremities, effective September 11, 2020. 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 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 September 14, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Orthofix Medical Inc.
By:	/s/ Kimberley A. Elting
	Kimberley A. Elting Chief Legal and Development Officer

Date: September 14, 2020

EX-99.1

Exhibit 99.1

 

Paul Gonsalves joins Orthofix as President of Global Extremities Business

LEWISVILLE, TEXAS – September 14, 2020 – Orthofix Medical Inc. (NASDAQ:OFIX), a global medical device company focused on musculoskeletal products and therapies, today announced the appointment of Paul Gonsalves as President of the Orthofix Global Extremities business. In this role, Gonsalves will serve on the Company’s Executive Leadership team, reporting to Orthofix President and CEO Jon Serbousek.

Gonsalves joins Orthofix from Integra LifeSciences, a global provider of regenerative technologies, neurosurgical and extremity orthopedic solutions, where he served as Chief Commercial Officer.

“Paul brings to Orthofix more than 30 years of industry experience and proven leadership that will both complement and strengthen our exceptional Extremities management team,” said Serbousek. “Throughout his career, Paul has led global teams in the successful development and execution of innovative strategies focused on driving commercial optimization. I am confident his experience and relationships with surgeons and hospitals will enable us to build and accelerate this important area of our business.”

Gonsalves previously served as Senior Vice President, Enterprise Sales and Corporate Marketing at Integra LifeSciences where he led the company’s creation of an enterprise sales organization to expand portfolio contracting. Prior to this, Gonsalves held the position of Senior Vice President and Chief Transformation Officer with AccentCare Inc. Additionally, he served as Vice President and General Manager of Primary Care at Novartis Pharmaceuticals Corporation. Gonsalves was also the Corporate Vice President, Sales Business Process Improvement and Strategic Initiatives for WellCare Health Plans Inc.Early in his career, Gonsalves held various roles of increasing commercial responsibility with GE Healthcare. A Lean Six Sigma Black Belt, he led their global software development program and the sales and service field teams focused on MRI, CT and other diagnostic imaging technologies among other responsibilities.

“It is an honor to be chosen to lead this sector of the company’s business with its long-standing history and reputation as a leader in providing orthopedic extremity solutions to meet the needs of patients around the world,” said Gonsalves. “I look forward to working with the Orthofix Leadership and Extremities teams to continue to grow and expand the availability of these life-changing products.”

Gonsalves holds a B.S. in Management from Rutgers University School of Business in Camden, NJ.

As an inducement to enter into employment with Orthofix, Gonsalves was granted time-based restricted stock units representing 10,624 shares of Orthofix common stock and a time-based non-qualified stock option award to purchase an aggregate of 32,945 shares of the Company’s common stock. The grants, which were approved by Orthofix’s Board of Directors, were made under standalone inducement award agreements approved pursuant to NASDAQ Marketplace Rule 5635(c)(4).

About Orthofix

Orthofix Medical Inc. is a global medical device company focused on musculoskeletal products and therapies. The Company’s mission is to improve patients' lives by providing superior reconstruction and regenerative musculoskeletal solutions to physicians worldwide. Headquartered in Lewisville, Texas, Orthofix’s spine and orthopedic extremities products are distributed in more than 70 countries via the Company's sales representatives and distributors. For more information, please visit www.Orthofix.com.

Forward Looking Statements

This communication contains certain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may include, but are not limited to, statements concerning the estimates, projections, financial condition, results of operations and businesses of Orthofix and its subsidiaries, are based on Orthofix management's current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements.

The forward-looking statements in this release do not constitute guarantees or promises of future performance. Factors that could cause or contribute to such differences may include, but are not limited to, risks relating to: practices of health insurance companies and other third-party payors with respect to reimbursement for our devices and other risks described in the "Risk Factors" sections of our 2019 Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise the information contained in this press release.

CONTACT:
Mark Quick	Denise Landry
Investor Relations	Media Relations
Tel    214 937 2924	Tel   214 937 2529
markquick@orthofix.com	deniselandry@orthofix.com

XML

Document And Entity Information	Sep. 14, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 14, 2020
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 each class	Common stock, $0.10 par value per share
Trading Symbol	OFIX
Name of each exchange on which registered	NASDAQ