0000856982 false MERIT MEDICAL SYSTEMS INC 0000856982 2023-02-22 2023-02-22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

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AMENDMENT NO. 1 TO 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): February 22, 2023

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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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Explanatory Note

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On February 22, 2023, Merit Medical Systems, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Report”). The purpose of this Amendment No. 1 to the Initial Report is to amend the Initial Report as it inadvertently included the PDF version of the conference call presentation included as Exhibit 99.2 and is now including the HTML version thereof instead.

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Item 2.02. Results of Operations and Financial Condition.

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On February 22, 2023, the Company issued a press release announcing its operating and financial results for the quarter and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

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Item 7.01. Regulation FD Disclosure.

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On February 22, 2023, the Company is conducting a conference call to discuss its operating and financial results for the quarter and year ended December 31, 2022. A live webcast and slide presentation will also be available for the conference call on the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.2 to this report.

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The information contained in Item 2.02 and Item 7.01 of 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, or the Exchange Act.

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The Company is making reference to non-GAAP financial information in both the press release and the conference call presentation. Reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are contained in the press release attached as Exhibit 99.1 to this report and the conference call presentation attached as Exhibit 99.2 to this report.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits

EXHIBIT NUMBER |  | DESCRIPTION
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99.1 | ​ | Press Release, dated February 22, 2023, entitled “Merit Medical Reports Results for Quarter and Year Ended December 31, 2022, Issues Fiscal Year 2023 Guidance” including unaudited financial information.
99.2 | ​ | Conference Call Presentation.
104 | ​ | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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: February 28, 2023 | By: | /s/ Brian G. Lloyd
​ | ​ | Brian G. Lloyd
​ | ​ | Chief Legal Officer and Corporate Secretary

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