0000784199FALSE00007841992026-05-072026-05-07
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): May 7, 2026
___________________________________________
ARTIVION, INC.
(Exact name of registrant as specified in its charter)
___________________________________________
| | | | | | | | |
| Delaware | 1-13165 | 59-2417093 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | | | | |
1655 Roberts Boulevard, N.W., Kennesaw, Georgia | | 30144 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (770) 419-3355
___________________________________________________________________________________
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):
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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)) |
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, $0.01 par value | AORT | NYSE |
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 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Option Agreement
As previously disclosed in connection with the announcement of the Exclusive Distribution Agreement, dated September 11, 2019, between JOTEC GmbH, a wholly owned subsidiary of Artivion, Inc., a Delaware corporation formerly known as CryoLife, Inc. (“Artivion”), and Endospan Ltd., an Israeli corporation (“Endospan”), and the Loan Agreement and Debenture, each dated September 11, 2019 and amended on July 1, 2024, entered into between Artivion and Endospan, on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement (as amended on July 1, 2024 and January 9, 2026, the “Agreement”).
Pursuant to the Agreement and as previously disclosed, in exchange for paying $1.0 million to Endospan, Artivion received the option to purchase (directly or indirectly through an affiliate) all of the outstanding securities of Endospan from the Securityholders, or the option to acquire all of Endospan’s assets (the “Option”), in each case expiring 90 days after Endospan’s receipt of approval from the U.S. Food and Drug Administration (“FDA”) for Endospan’s Nexus™ product. On April 2, 2026, Endospan received FDA approval of its Nexus™ product, and on May 7, 2026, CryoLife Asia Pacific Pte. Ltd., a private company limited by shares organized in Singapore and a wholly owned subsidiary of Artivion, delivered notice of its election to exercise the Option.
In connection with the grant of the Option, Endospan amended and restated its articles of association to provide Artivion with a veto share requiring Endospan to obtain Artivion’s consent during the option period for certain transactions, including any liquidation, dissolution, recapitalization, merger, acquisition or initial public offering.
The Agreement provides for a base purchase price of $175.0 million, which Artivion may elect to pay (or cause to be paid) either entirely in cash, or as $162.5 million in cash and $12.5 million in shares of Artivion’s common stock. Artivion has elected, subject to the closing of the acquisition, to cause the purchase price to be paid entirely in cash. The purchase price is subject to certain adjustments for, among other things, working capital, indebtedness, cash and transaction expenses, as well as escrowed and reserved amounts for indemnification and purchase price adjustments, and outstanding indebtedness, including amounts outstanding under the Amended and Restated Loan Agreement. Artivion expects the net purchase price, after offsetting the loans under the Amended and Restated Loan Agreement, to be approximately $135.0 million. The purchase price is also subject to certain post-closing adjustments. Artivion intends to fund the purchase price through borrowings under its previously disclosed term loan facility pursuant to the Second Amendment to Credit and Guaranty Agreement, dated as of September 12, 2025.
In addition, the Agreement provides for contingent consideration of up to $200.0 million based on the future performance of Endospan’s Nexus™ product, which amount, if any, would be determined and payable approximately two years following the closing of the acquisition.
The Agreement contains customary representations, warranties and covenants made by each of the Securityholders, Endospan and Artivion. It also provides for certain indemnification rights, pursuant to which, following the closing, the Securityholders, severally and not jointly, will indemnify Artivion and its officers, directors, employees, agents and affiliates, including Endospan after the closing, and Artivion will indemnify the Securityholders and their respective officers, directors, employees, agents and affiliates, excluding Endospan after the closing, in each case for losses arising from, among other things, breaches of representations, warranties and covenants and other specified matters, subject to certain survival periods, thresholds, caps and other limitations set forth in the Agreement.
The closing of the acquisition is subject to customary closing conditions for transactions of this type, including, among others, Artivion’s satisfactory completion of due diligence, the absence of any law or order that prohibits or otherwise prevents the consummation of the acquisition, the absence of any legal restraint that prohibits or otherwise prevents the consummation of the acquisition, the accuracy of the representations and warranties (subject to certain materiality standards), compliance with covenants under the Agreement, the absence of any material adverse effect on Endospan’s business and the receipt of required governmental approvals and third-party consents.
The Agreement and the Option may be terminated prior to the closing by mutual written consent of Artivion and Endospan; by Artivion in the event of an uncured breach by Endospan or the Securityholders of their respective representations, warranties or covenants, or by Endospan in the event of an uncured breach by Artivion of its representations, warranties or covenants, in each case resulting in the failure of a closing condition; by Artivion or Endospan if a law, order or other legal restraint prohibits or otherwise prevents the consummation of the acquisition, in each case subject to certain provisos set forth in the Agreement, or upon the occurrence of certain specified events, subject to certain cure rights and limitations set forth in the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Option Agreement, dated as of September 11, 2019, by and among Artivion, Endospan, the Securityholders and Shareholder Representative Services LLC, as the securityholder representative, Amendment No. 1 to Securities Purchase Option Agreement, dated July 1, 2024, by and among Artivion, Endospan and Shareholder Representative Services LLC, as the securityholder representative, and Amendment No. 2 to Securities Purchase Option Agreement, dated January 9, 2026, by and among Artivion, Endospan and Shareholder Representative Services LLC, as the securityholder representative, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The Agreement and its description have been included in this Current Report on Form 8-K to provide investors with information regarding their material terms and are not intended to provide any other factual information about the parties to the Agreement or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement as of the specific dates set forth therein, are solely for the benefit of the parties to the Agreement, may be subject to qualifications and limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating risk among such parties rather than establishing matters of fact, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Artivion’s public disclosures.
References to Nexus™ refer to Endospan’s NEXUS™ Aortic Arch Stent Graft System product. All brands, product names, company names, trademarks and service marks are the properties of their respective owners.
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2026, Artivion issued a press release announcing its financial results for the first quarter ended March 31, 2026 and the exercise of the Option. Artivion hereby incorporates by reference herein the information set forth in its press release dated May 7, 2026, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release and it shall not create any implication that the affairs of Artivion have continued unchanged since such date.
The information provided pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, is to be considered “furnished” pursuant to Item 2.02 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, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of Artivion’s reports or filings with the Securities and Exchange Commission (the “SEC”), whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements for the purposes of federal and state securities laws. These forward-looking statements involve risks and uncertainties that could significantly affect the financial or operating results of Artivion. Forward-looking statements in this Current Report on Form 8-K include, among other things, statements about Artivion’s future financial performance, the consummation of the acquisition, the satisfaction of closing conditions, the expected net purchase price, the anticipated financing of the acquisition, including borrowings under Artivion’s term loan facility, the future performance of the NEXUS™ product and related contingent consideration, purchase price adjustments and indemnification obligations. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among other things, risks related to management’s expectations about Artivion’s performance, expressed or implied financial results, the possibility that the conditions to the consummation of the acquisition will not for any reason be satisfied in a timely manner or at all, failure to consummate or delay in consummating the acquisition, risks related to the financing of the acquisition, uncertainties related to the calculation of the purchase price adjustments, escrow recoveries, indemnification claims and contingent consideration, the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement, and other risks and uncertainties, including but not limited to those described in Artivion’s Annual Report on Form 10-K on file with the SEC and from time to time in other reports including Artivion’s Quarterly Reports on Form 10-Q. Please refer to the last paragraph of the text portion of the press release attached as Exhibit 99.1 hereto for further discussion about forward-looking statements. Artivion disclaims any obligation or duty to update or modify any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| | | | | |
| Exhibit Number | Description |
10.1*+^ | Securities Purchase Option Agreement, dated as of September 11, 2019, by and among CryoLife, Inc., Endospan Ltd., the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder) and Shareholder Representative Services LLC, as the Securityholder representative. |
10.2*^ | Amendment No. 1 to Securities Purchase Option Agreement, dated July 1, 2024, by and among Artivion, Inc., Endospan Ltd. and Shareholder Representative Services LLC, as the securityholder representative. |
10.3*^ | Amendment No. 2 to Securities Purchase Option Agreement, dated January 9, 2026, by and among Artivion, Inc., Endospan Ltd. and Shareholder Representative Services LLC, as the securityholder representative. |
99.1** | Press Release dated May 7, 2026. |
| 104* | Inline XBRL for the cover page of this Current Report on Form 8-K. |
______________________ | | | | | |
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Schedules or similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
| ^ | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Artivion, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2026
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| ARTIVION, INC. |
| | |
| By: | /s/ Lance A. Berry |
| Name: | Lance A. Berry |
| Title: | Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer |
FOR IMMEDIATE RELEASE
Contacts: | | | | | |
| Artivion | Gilmartin Group LLC |
| Lance A. Berry | Brian Johnston |
| Executive Vice President, | Phone: 332-895-3222 |
| Chief Operating Officer & | investors@artivion.com |
| Chief Financial Officer | |
| Phone: 770-419-3355 | |
Artivion Reports First Quarter 2026 Financial Results and Announces Exercise of Option to Acquire Endospan
First Quarter & Recent Business Highlights:
•Achieved revenue of $116.3 million in the first quarter of 2026 versus $99.0 million in the first quarter of 2025, an increase of 18% on a GAAP basis and 12% on a non-GAAP constant currency basis
•Net income for the first quarter of 2026 was $1.4 million, or $0.03 per fully diluted share, and non-GAAP net income was $4.2 million, or $0.08 per fully diluted share
•Adjusted EBITDA increased 26% to $22.1 million in the first quarter of 2026 compared to $17.5 million in the first quarter of 2025
•Announced U.S. FDA PMA Approval of the NEXUS Aortic Arch System for the treatment of aortic arch disease, including chronic aortic dissections
•Exercised option to acquire Endospan for an upfront purchase price of $135 million, net of previously extended loans
ATLANTA, GA – (May 7, 2026) – Artivion, Inc. (NYSE: AORT), a leading cardiac and vascular surgery company focused on aortic disease, today announced financial results for the first quarter ended March 31, 2026.
“In the first quarter of 2026, we achieved 12% constant currency revenue growth and 26% adjusted EBITDA growth, reflecting continued execution of our strategy to deliver long-term, profitable performance with an expanding and clinically differentiated product portfolio. Revenue results were driven by year-over-year gains in stent grafts of 21%, On-X of 20%, preservation services of 23%, BioGlue of 4%, all compared to the first quarter of 2025. On a constant currency basis, first quarter year-over-year stent grafts, On-X, and preservation services grew 10%, 17%, and 23%, respectively,” said Pat Mackin, Chairman, President, and Chief Executive Officer.
Mr. Mackin continued, “We also continued to advance our best-in-class, aortic-focused product pipeline in the first quarter, driving strong enrollment in the ARTIZEN clinical trial. Further, we were pleased to see our partner Endospan receive U.S. FDA PMA approval for the NEXUS Aortic Arch System, ahead of our initial expectations. We have since exercised our option to acquire Endospan and expect the acquisition to close in the second quarter of 2026, subject to customary closing conditions. Our acquisition of the NEXUS system would expand our market-leading aortic arch portfolio, position us at the forefront of this segment, and broaden our pipeline with three additional PMA programs. With AMDS, NEXUS, and ultimately, Arcevo LSA, we stand to become the only company with a complete portfolio of aortic arch solutions.”
Mr. Mackin concluded, “While our first quarter performance fell short of our constant currency expectations due to some transient factors, we are confident that the fundamentals underpinning our strategy remain intact. We are seeing strong reordering behavior within AMDS accounts, which exceeded our expectations and reinforces our conviction in long-term adoption. Meanwhile, On-X continues to take share from both mechanical and bioprosthetic valves as the leading aortic valve on the market for patients under the age of 65.”
First Quarter 2026 Financial Results
Total revenues for the first quarter of 2026 were $116.3 million, an increase of 18% on a GAAP basis and 12% on a non-GAAP constant currency basis, both compared to the first quarter of 2025.
Net income for the first quarter of 2026 was $1.4 million, or $0.03 per fully diluted common share, compared to net loss of $(0.5) million, or $(0.01) per fully diluted common share for the first quarter of 2025. Non-GAAP net income for the first quarter of 2026 was $4.2 million, or $0.08 per fully diluted common share, compared to non-GAAP net income of $2.5 million, or $0.06 per fully diluted common share, for the first quarter of 2025. Non-GAAP net income for the first quarter of 2026 includes pretax losses related to foreign currency revaluation of $0.8 million.
2026 Financial Outlook
Artivion has lowered its expectations for revenue for the full year 2026 and now expects revenue to be in the range of $480 to $496 million, representing growth of 7% to 11% on an adjusted constant currency basis compared to 2025 adjusted revenue1. This compares to the previous range of $486 to $504 million, representing growth of 10% to 14% on an adjusted constant currency basis compared to 2025 adjusted revenue1. This guidance contemplates currency to represent an approximate one percentage point tailwind for the full year.
Additionally, Artivion has lowered its expectations for adjusted EBITDA, and now expects adjusted EBITDA growth of between 12% and 20% for the full year 2026, compared to 2025, resulting in an expected range of $100 to $107 million for 2026. This compares to the previous range of between 18% and 22% compared to 2025, or an expected range of $105 to $110 million.
Full year 2026 adjusted EBITDA guidance excludes approximately $8 million of Endospan-related expenses expected to be incurred through full year 2026, contingent on closing. U.S. revenue attributable to NEXUS product sales is expected to be negligible for full year 2026 as the Company builds inventory and secures value analysis committee approvals ahead of a planned January 1, 2027 commercial launch.
The Company’s financial performance for 2026 and future periods is subject to the risks identified below.
1 Full year 2025 adjusted revenue excluded a $2.3 million reserve for estimated payback to the Italian government for fiscal years 2019 through 2025 as a result of legislation adopted in Italy that would require medical device manufacturers to repay previously paid amounts to the extent that such expenditures ostensibly exceed annual regional maximum ceilings. In the fourth quarter of 2025, the Company recorded a liability of $2.3 million as a reduction to revenue as an estimate of the amount that the Company may be required to repay for certain years after 2018. See “Non-GAAP Financial Measures” for important information about our use of non-GAAP measures.
Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, including non-GAAP adjusted revenue, non-GAAP net income, EBITDA, adjusted EBITDA, non-GAAP general, administrative, and marketing expenses, and free cash flows. Investors should consider this non-GAAP information in addition to, and not as a substitute for, financial measures prepared in accordance with US GAAP. In addition, this non-GAAP financial information may not be the same as similar measures presented by other companies. The Company’s non-GAAP adjusted constant currency growth rates compare current year revenues to prior period revenues adjusted for the impact of changes in currency exchange. The Company’s non-GAAP net income, EBITDA, adjusted EBITDA, general, administrative, and marketing, and free cash flows results primarily exclude (as applicable) depreciation and amortization expense, interest income and expense, non-cash compensation expense, loss or gain on foreign currency revaluation, income tax expense or benefit, expense/(income) for business development, integration, and severance, non-cash interest expense, capital expenditures, and other non-recurring items.
The Company generally uses non-GAAP financial measures to facilitate management’s review of the operational performance of the Company and as a basis for strategic planning. Company management believes that these non-GAAP presentations provide useful information to investors regarding unusual non-operating transactions, the operating expense structure of the Company’s existing and acquired operations, without regard to its on-going efforts to acquire additional complementary products and businesses, and the transaction and integration expenses incurred in connection with recently acquired and divested product lines, and the operating expense structure excluding fluctuations resulting from foreign currency revaluation and non-cash compensation expense. The Company believes it is useful to exclude this revenue impact and certain expenses from non-GAAP financial measures because such amounts in any specific period may not directly correlate to the underlying performance of its business operations or can vary significantly between periods as a result of factors such as impact of recent acquisitions, non-cash expense related to amortization of previously acquired tangible and intangible assets, and any related adjustments to their carrying values. The Company has adjusted for the impact of changes in currency exchange from certain revenues to evaluate comparable product growth rates on a constant currency basis. The Company does, however, expect to incur similar types of expenses and currency exchange impacts in the future, and this non-GAAP financial information should not be viewed as a statement or indication that these types of expenses will not recur. Company management encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety, including the reconciliation of GAAP to non-GAAP financial measures.
The Company’s adjusted EBITDA expectations for fiscal 2026 exclude potential charges or gains that may be recorded during the fiscal year, relating to, among other things, non-cash compensation; expense/(income) for business development, integration, and severance; and foreign currency revaluations. The Company does not attempt to provide reconciliations of forward-looking adjusted EBITDA to the comparable GAAP measure because the impact and timing of these potential charges or gains are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a material impact on GAAP measures of the Company’s financial performance.
Webcast and Conference Call Information
The Company will hold a teleconference call and live webcast on May 7, 2026, at 4:30 p.m. ET to discuss the results, followed by a question-and-answer session. To participate in the conference call dial 201-689-8261 a few minutes prior to 4:30 p.m. ET. The teleconference replay will be available approximately one hour following the completion of the event and can be accessed by calling (toll free) 877-660-6853 or 201-612-7415. The conference number for the replay is 13759187.
The live webcast and replay can be accessed by going to the Investors section of the Artivion website at www.Artivion.com and selecting the heading Webcasts & Presentations.
About Artivion, Inc.
Headquartered in suburban Atlanta, Georgia, Artivion, Inc., is a medical device company focused on developing simple, elegant solutions that address cardiac and vascular surgeons’ most difficult challenges in treating patients with aortic diseases. Artivion’s four major groups of products include: aortic stent grafts, surgical sealants, On-X mechanical heart valves, and implantable cardiac and vascular human tissues. Artivion markets and sells products in more than 100 countries worldwide. For additional information about Artivion, visit our website, www.Artivion.com.
Forward-Looking Statements
Statements made in this press release that look forward in time or that express management's beliefs, expectations, or hopes are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made. These statements include, but are not limited to, our beliefs and expectations about our revenue, year-over-year growth and growth drivers, earnings, currency impacts, and other financial measures and related information; our beliefs about our competitive advantages and market opportunities; our expected product mix and business strategy; anticipated quarterly fluctuations in our business; our ability to scale our business and expand adjusted EBITDA margins; that our revenues for the full year 2026 will be in the range of $480 to $496 million, representing revenue growth of between 7% to 11% compared to 2025 on an adjusted constant currency basis; that we expect non-GAAP adjusted EBITDA to increase between 12% and 20% for the full year 2026 compared to 2025, resulting in non-GAAP adjusted EBITDA in the range of $100 to $107 million in 2026; estimated timing of closing on our planned acquisition of Endospan and the expected benefits to be achieved therefrom; and our expected expenses to be incurred after close. These forward-looking statements are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations, including, but not limited to, the unpredictability of the timing and outcome of regulatory decisions and other regulatory developments; risks relating to our international operations; the benefits anticipated from the Ascyrus Medical LLC and Endospan transactions; the benefits anticipated from our clinical trials may not be achieved or achieved on our anticipated timelines; and the benefits anticipated from our expansion into APAC and LATAM may not be achieved or achieved on our anticipated timelines. These risks and uncertainties include the risk factors detailed in our Securities and Exchange Commission filings, including our Form 10-K for the year ended December 31, 2025. Artivion does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.
Artivion, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
In Thousands, Except Per Share Data
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Revenues: | | | | | | | |
| Products | $ | 91,442 | | | $ | 78,798 | | | | | |
| Preservation services | 24,895 | | | 20,180 | | | | | |
| Total revenues | 116,337 | | | 98,978 | | | | | |
| | | | | | | |
| Cost of products and preservation services: | | | | | | | |
| Products | 29,697 | | 25,263 | | | | |
| Preservation services | 11,192 | | 10,138 | | | | |
| Total cost of products and preservation services | 40,889 | | | 35,401 | | | | | |
| | | | | | | |
| Gross margin | 75,448 | | | 63,577 | | | | | |
| | | | | | | |
| Operating expenses: | | | | | | | |
| General, administrative, and marketing | 60,820 | | | 54,704 | | | | | |
| Research and development | 8,841 | | | 6,728 | | | | | |
| Total operating expenses | 69,661 | | | 61,432 | | | | | |
| | | | | | | |
| Operating income | 5,787 | | | 2,145 | | | | | |
| | | | | | | |
| Interest expense | 5,367 | | | 7,663 | | | | | |
| Interest income | (205) | | | (144) | | | | | |
| Other expense (income), net | 286 | | | (3,079) | | | | | |
| | | | | | | |
| Income (loss) before income taxes | 339 | | | (2,295) | | | | | |
| Income tax benefit | (1,078) | | | (1,790) | | | | | |
| | | | | | | |
| Net income (loss) | $ | 1,417 | | | $ | (505) | | | | | |
| | | | | | | |
| Income (loss) per share | | | | | | | |
| Basic | $ | 0.03 | | | $ | (0.01) | | | | | |
| Diluted | $ | 0.03 | | | $ | (0.01) | | | | | |
| | | | | | | |
| Weighted-average common shares outstanding: | | | | | | | |
| Basic | 48,074 | | | 42,232 | | | | | |
| Diluted | 49,731 | | | 42,232 | | | | | |
| | | | | | | |
| Net income (loss) | $ | 1,417 | | | $ | (505) | | | | | |
| Other comprehensive (loss) income: | | | | | | | |
| Foreign currency translation adjustments, net of tax | (8,846) | | | 6,331 | | | | | |
| Comprehensive (loss) income | $ | (7,429) | | | $ | 5,826 | | | | | |
Artivion, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
In Thousands
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| (Unaudited) | | |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 55,764 | | | $ | 64,908 | |
| Trade receivables, net | 91,871 | | | 89,758 | |
| Other receivables | 13,749 | | | 13,921 | |
| Inventories | 97,995 | | | 92,427 | |
| Deferred preservation costs | 53,412 | | | 54,531 | |
| Prepaid expenses and other | 44,725 | | | 42,537 | |
| Total current assets | 357,516 | | | 358,082 | |
| | | |
| Goodwill | 251,660 | | | 254,091 | |
| Acquired technology, net | 120,001 | | | 123,664 | |
| Operating lease right-of-use assets, net | 34,555 | | | 34,701 | |
| Property and equipment, net | 67,744 | | | 64,988 | |
| Other intangibles, net | 34,886 | | | 32,831 | |
| Deferred tax assets, net | 1,139 | | | 1,201 | |
| Other long-term assets | 15,656 | | | 15,238 | |
| Total assets | $ | 883,157 | | | $ | 884,796 | |
| | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 18,337 | | | $ | 16,042 | |
| Accrued compensation | 13,852 | | | 22,484 | |
| Accrued expenses | 17,427 | | | 16,447 | |
| Accrued interest | 4,482 | | | 4,815 | |
| Taxes payable | 7,130 | | | 7,489 | |
| Accrued procurement fees | 1,785 | | | 3,436 | |
| Current portion of contingent consideration | 21,490 | | | 20,690 | |
| Current maturities of operating leases | 4,667 | | | 4,649 | |
| Current portion of finance lease obligations | 862 | | | 726 | |
| Other current liabilities | 2,668 | | | 4,778 | |
| Total current liabilities | 92,700 | | | 101,556 | |
| | | |
| Long-term debt, net | 215,352 | | | 215,114 | |
| Non-current contingent consideration | 40,830 | | | 39,890 | |
| Non-current maturities of operating leases | 34,231 | | | 34,427 | |
| Deferred tax liabilities, net | 27,637 | | | 24,308 | |
| Deferred compensation liability | 9,738 | | | 9,464 | |
| Non-current finance lease obligations | 3,045 | | | 2,698 | |
| Other long-term liabilities | 9,157 | | | 9,107 | |
| Total liabilities | $ | 432,690 | | | $ | 436,564 | |
| | | |
| Commitments and contingencies | | | |
| | | |
| Stockholders’ equity: | | | |
| Preferred stock $0.01 par value per share, 5,000 shares authorized, no shares issued | — | | | — | |
Common stock $0.01 par value per share, 75,000 shares authorized, 49,983 and 49,330 shares issued as of March 31, 2026 and December 31, 2025, respectively | 500 | | | 493 | |
| Additional paid-in capital | 526,261 | | | 516,604 | |
| Retained deficit | (50,081) | | | (51,498) | |
| Accumulated other comprehensive loss | (11,565) | | | (2,719) | |
| Treasury stock, at cost, 1,487 shares as of March 31, 2026 and December 31, 2025 | (14,648) | | | (14,648) | |
| Total stockholders’ equity | 450,467 | | | 448,232 | |
| | | |
| Total liabilities and stockholders’ equity | $ | 883,157 | | | $ | 884,796 | |
Artivion, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
In Thousands
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Net cash flows from operating activities: | | | |
| Net income (loss) | $ | 1,417 | | | $ | (505) | |
| | | |
| Adjustments to reconcile net income (loss) to net cash from operating activities: | | | |
| Depreciation and amortization | 6,340 | | | 5,446 | |
| Non-cash compensation | 8,414 | | | 8,045 | |
| Non-cash lease expense | 1,297 | | | 1,226 | |
| Write-down of inventories and deferred preservation costs | 1,062 | | | 1,312 | |
| | | |
| Deferred income taxes | (524) | | | — | |
| Change in fair value of contingent consideration | 1,740 | | | (2,830) | |
| | | |
| | | |
| | | |
| Other | 537 | | | (2,891) | |
| Changes in operating assets and liabilities: | | | |
| Receivables | (2,760) | | | (7,922) | |
| Inventories and deferred preservation costs | (6,379) | | | (2,453) | |
| Prepaid expenses and other assets | (1,286) | | | (327) | |
| Accounts payable, accrued expenses, and other liabilities | (8,704) | | | (16,054) | |
| Net cash flows provided by (used in) operating activities | 1,154 | | | (16,953) | |
| | | |
| Net cash flows from investing activities: | | | |
| Capital expenditures | (8,003) | | | (3,638) | |
| Payments related to sale of non-financial assets | (1,500) | | | — | |
| Payments for Endospan agreements | (1,000) | | | — | |
| Net cash flows used in investing activities | (10,503) | | | (3,638) | |
| | | |
| Net cash flows from financing activities: | | | |
| | | |
| | | |
| Repayment of debt | — | | | (66) | |
| Proceeds from exercise of stock options and issuance of common stock | 1,250 | | | 4,181 | |
| | | |
| | | |
| Principal payments on short-term notes payable | (577) | | | — | |
| Other | (210) | | | (178) | |
| Net cash flows provided by financing activities | 463 | | | 3,937 | |
| | | |
| Effect of exchange rate changes on cash and cash equivalents | (258) | | | 884 | |
| Decrease in cash and cash equivalents | (9,144) | | | (15,770) | |
| | | |
| Cash and cash equivalents beginning of period | 64,908 | | | 53,463 | |
| Cash and cash equivalents end of period | $ | 55,764 | | | $ | 37,693 | |
Artivion, Inc. and Subsidiaries
Financial Highlights
In Thousands
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Products: | | | | | | | |
| Aortic stent grafts | $ | 44,397 | | $ | 36,602 | | | | |
| On-X | 25,951 | | 21,574 | | | | |
| Surgical sealants | 18,805 | | 18,106 | | | | |
| Other | 2,289 | | 2,516 | | | | |
| Total products | 91,442 | | | 78,798 | | | | | |
| | | | | | | |
| Preservation services | 24,895 | | 20,180 | | | | |
| Total revenues | $ | 116,337 | | | $ | 98,978 | | | | | |
| | | | | | | |
| North America | $ | 58,695 | | $ | 47,793 | | | | |
| Europe, the Middle East, and Africa | 43,986 | | 37,045 | | | | |
| Asia Pacific | 8,690 | | 8,214 | | | | |
| Latin America | 4,966 | | 5,926 | | | | |
| Total revenues | $ | 116,337 | | | $ | 98,978 | | | | | |
Artivion, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP
Revenues
$ In Thousands
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenues for the Three Months Ended March 31, | | Percent Change From Prior Year |
| 2026 | | 2025 | |
| US GAAP | | US GAAP | | Exchange Rate Effect | | Constant Currency | | Constant Currency |
| Products: | | | | | | | | | |
| Aortic stent grafts | $ | 44,397 | | | $ | 36,602 | | | $ | 3,877 | | | $ | 40,479 | | | 10% |
| On-X | 25,951 | | | 21,574 | | | 634 | | | 22,208 | | | 17% |
| Surgical sealants | 18,805 | | | 18,106 | | | 749 | | | 18,855 | | | —% |
| Other | 2,289 | | | 2,516 | | | 25 | | | 2,541 | | | -10% |
| Total products | 91,442 | | | 78,798 | | | 5,285 | | | 84,083 | | | 9% |
| | | | | | | | | |
| Preservation services | 24,895 | | | 20,180 | | | 21 | | | 20,201 | | | 23% |
| Total | $ | 116,337 | | | $ | 98,978 | | | $ | 5,306 | | | $ | 104,284 | | | 12% |
| | | | | | | | | |
| North America | 58,695 | | | 47,793 | | | 86 | | | 47,879 | | | 23% |
| Europe, the Middle East, and Africa | 43,986 | | | 37,045 | | | 4,681 | | | 41,726 | | | 5% |
| Asia Pacific | 8,690 | | | 8,214 | | | — | | | 8,214 | | | 6% |
| Latin America | 4,966 | | | 5,926 | | | 539 | | | 6,465 | | | -23% |
| Total | $ | 116,337 | | | $ | 98,978 | | | $ | 5,306 | | | $ | 104,284 | | | 12% |
Artivion, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP
General, Administrative, and Marketing Expense, EBITDA, Adjusted EBITDA, and Free Cash Flows
In Thousands
(Unaudited)
| | | | | | | | | | | | | | | |
| | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Reconciliation of G&A expenses, GAAP to adjusted G&A, non-GAAP: | | | | | | | |
| General, administrative, and marketing expense, GAAP | $ | 60,820 | | | $ | 54,704 | | | | | |
| Business development, integration, and severance | 3,014 | | | (2,784) | | | | | |
| Cybersecurity incident | (1,478) | | | 4,450 | | | | | |
| Adjusted G&A, non-GAAP | $ | 59,284 | | | $ | 53,038 | | | | | |
| | | | | | | | | | | | | | | |
| | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Reconciliation of net income (loss), GAAP and EBITDA, non-GAAP to adjusted EBITDA, non-GAAP: | | | | | | | |
| Net income (loss), GAAP | $ | 1,417 | | | $ | (505) | | | | | |
| Adjustments: | | | | | | | |
| Interest expense | 5,367 | | | 7,663 | | | | | |
| Interest income | (205) | | | (144) | | | | | |
| Income tax benefit | (1,078) | | | (1,790) | | | | | |
| Depreciation and amortization expense | 6,340 | | | 5,446 | | | | | |
| EBITDA, non-GAAP | 11,841 | | | 10,670 | | | | | |
| | | | | | | |
| Non-cash compensation | 8,414 | | | 8,045 | | | | | |
| Business development, integration, and severance | 2,484 | | | (3,057) | | | | | |
| Cybersecurity incident | (1,478) | | | 4,746 | | | | | |
| | | | | | | |
| Loss (gain) on foreign currency revaluation | 822 | | | (2,856) | | | | | |
| | | | | | | |
| Adjusted EBITDA, non-GAAP | $ | 22,083 | | | $ | 17,548 | | | | | |
| | | | | | | | | | | | | | | |
| | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Reconciliation of cash flows from operating activities, GAAP to free cash flows, non-GAAP: | | | | | | | |
| Net cash flows provided by (used in) operating activities | $ | 1,154 | | | $ | (16,953) | | | | | |
| Capital expenditures | (8,003) | | | (3,638) | | | | | |
| Free cash flows, non-GAAP | $ | (6,849) | | | $ | (20,591) | | | | | |
Artivion Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP
Net Income and Diluted Income Per Common Share
In Thousands, Except Per Share Data
(Unaudited) | | | | | | | | | | | | | | | |
| | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| GAAP: | | | | | | | |
| Income (loss) before income taxes | $ | 339 | | | $ | (2,295) | | | | | |
| Income tax benefit | (1,078) | | | (1,790) | | | | | |
| Net income (loss) | $ | 1,417 | | | $ | (505) | | | | | |
| | | | | | | |
| Diluted income (loss) per common share | $ | 0.03 | | | $ | (0.01) | | | | | |
| | | | | | | |
| Diluted weighted-average common shares outstanding | 49,731 | | | 42,232 | | | | | |
| | | | | | | |
| Reconciliation of income (loss) before income taxes, GAAP to adjusted income, non-GAAP: | | | | | | | |
| Income (loss) before income taxes, GAAP: | $ | 339 | | | $ | (2,295) | | | | | |
| Adjustments: | | | | | | | |
| Amortization expense | 3,911 | | | 3,388 | | | | | |
| Business development, integration, and severance | 2,484 | | | (3,057) | | | | | |
| Non-cash interest expense | 315 | | | 543 | | | | | |
| Cybersecurity incident | (1,478) | | | 4,746 | | | | | |
| | | | | | | |
| Adjusted income before income taxes, non-GAAP | 5,571 | | | 3,325 | | | | | |
| | | | | | | |
| Income tax expense calculated at a tax rate of 25% | 1,393 | | | 831 | | | | | |
| Adjusted net income, non-GAAP | $ | 4,178 | | | $ | 2,494 | | | | | |
| | | | | | | |
| Reconciliation of diluted income (loss) per common share, GAAP to adjusted diluted income per common share, non-GAAP: | | | | | | | |
| Diluted income (loss) per common share, GAAP: | $ | 0.03 | | | $ | (0.01) | | | | | |
| Adjustments: | | | | | | | |
| Amortization expense | 0.08 | | | 0.08 | | | | | |
| Business development, integration, and severance | 0.05 | | | (0.07) | | | | | |
| Non-cash interest expense | 0.01 | | | 0.01 | | | | | |
| Cybersecurity incident | (0.03) | | | 0.11 | | | | | |
| | | | | | | |
| Tax effect of non-GAAP adjustments | (0.03) | | | (0.03) | | | | | |
| Effect of 25% tax rate | (0.03) | | | (0.03) | | | | | |
| Adjusted diluted income per common share, non-GAAP | $ | 0.08 | | | $ | 0.06 | | | | | |
| | | | | | | |
| Reconciliation of diluted weighted-average common shares outstanding GAAP to diluted weighted-average common shares outstanding, non-GAAP: | | | | | | | |
| Diluted weighted-average common shares outstanding, GAAP: | 49,731 | | | 42,232 | | | | | |
| Adjustments: | | | | | | | |
| Effect of dilutive stock options and awards | — | | | 1,306 | | | | | |
| Diluted weighted-average common shares outstanding, non-GAAP | 49,731 | | | 43,538 | | | | | |