0000856982 false MERIT MEDICAL SYSTEMS INC 0000856982 2023-12-04 2023-12-04

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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): December 5, 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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Item 7.01. Regulation FD Disclosure.

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On December 6, 2023, Merit Medical Systems, Inc (“Merit”) issued a press release announcing the upsize and pricing of its offering of $650.0 million aggregate principal amount of its 3.00% convertible senior notes due 2029 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Notes Offering”). Merit also granted the initial purchasers of the Notes an option to purchase additional Notes within a 13-day period beginning on, and including, the initial closing date. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

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The information contained in Item 7.01 of this Current Report on Form 8-K (including the exhibit 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 Merit under the Securities Act of 1933, as amended, or the Exchange Act.

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Neither this Current Report on Form 8-K, nor the press release attached as an exhibit hereto, constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of Merit’s common stock issuable upon conversion of the Notes.

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Item 8.01. Other Events.

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On December 5, 2023, Merit entered into an amendment to its Fourth Amended and Restated Credit Agreement dated June 6, 2023 (the “Fourth Amended and Restated Credit Agreement”) with the lenders named therein and Wells Fargo Bank, National Association, a national banking association, as administrative agent for the lenders, to amend certain definitions, covenants and events of default under the Fourth Amended and Restated Credit Agreement to facilitate the issuance of the Notes and to permit Merit to enter into related capped call transactions.

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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 issued by Merit Medical Systems on December 6, 2023 announcing the pricing of the Notes Offering
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: December 6, 2023 | By: | /s/ Brian G. Lloyd
​ | ​ | Brian G. Lloyd
​ | ​ | Chief Legal Officer and Corporate Secretary

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