0000856982 false MERIT MEDICAL SYSTEMS INC 0000856982 2020-04-23 2020-04-23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 23, 2020

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Merit Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

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Utah |  | 0-18592 |  | 87-0447695
(State or other jurisdiction of | ​ | (Commission | ​ | (I.R.S. Employer
incorporation or organization) | ​ | File Number) | ​ | Identification No.)

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1600 West Merit Parkway |  | ​
South Jordan, Utah | ​ | 84095
(Address of principal executive offices) | ​ | (Zip Code)

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(801) 253-1600

(Registrant's telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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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:

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

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

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

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

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

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Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, no par value | ​ | MMSI | ​ | NASDAQ Global Select Market System

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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).

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Emerging growth company ☐

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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. ☐

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Item 2.02. Results of Operations and Financial Condition.

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On April 23, 2020, Merit Medical Systems, Inc. (the "Company") issued a press release announcing its operating and financial results for the quarter ended March 31, 2020. The full text of the Company's press release, including unaudited financial information, is furnished herewith as Exhibit 99.1. The Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and other filings with the Securities and Exchange Commission should also be consulted for other important information about the Company.

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The information in this Current Report on Form 8-K (including the exhibits attached hereto) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be "filed" for 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 in any filing made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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Item 7.01. Regulation FD Disclosure.

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On April 23, 2020, the Company is scheduled to conduct a conference call for the purpose of discussing its operating and financial results for the quarter ended March 31, 2020. In connection with that call, the Company posted a slide presentation to its website. The presentation discusses the Company's operating and financial results for the quarter ended March 31, 2020. A copy of the presentation is attached herewith as Exhibit 99.2.

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The Company is furnishing the information in this Item 7.01 (including Exhibit 99.2 attached hereto) pursuant to Regulation FD promulgated under the Exchange Act. Such information shall not be deemed “filed” for purposes of the Exchange Act or otherwise subject to the liabilities of that section, and is not deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits

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EXHIBIT NUMBER |  | DESCRIPTION
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99.1 | ​ | Press Release, dated April 23, 202 0, entitled "Merit Medical Reports Earnings for Quarter Ended March 31, 2020, Withdraws FY 2020 Guidance” including unaudited financial information.
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99.2 | ​ | Conference Call Presentation.
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104 | ​ | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document ​

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SIGNATURES

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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.

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​ | MERIT MEDICAL SYSTEMS, INC.
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Date: April 23, 2020 | By: | /s/ Brian G. Lloyd
​ | ​ | Brian G. Lloyd
​ | ​ | Chief Legal Officer and Corporate Secretary

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