Endospan acquisition gives Artivion (NYSE: AORT) FDA-approved NEXUS aortic arch system
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Artivion, Inc. has completed its acquisition of Endospan Ltd., an Israeli company focused on endovascular treatment of aortic arch disease and developer of the NEXUS Aortic Arch System. The deal includes a base purchase price of $175.0 million, paid entirely in cash and subject to customary adjustments.
Securityholders of Endospan may receive up to an additional $200.0 million in contingent consideration based on future performance of the NEXUS product, determined about two years after closing. Artivion used a previously drawn $150 million delayed draw term loan to fund a $135 million upfront net purchase price and placed $17.5 million into escrow for indemnity and adjustment purposes.
The U.S. Food and Drug Administration approved the premarket approval application for the NEXUS branched endovascular stent graft system in April 2026. Artivion, already the exclusive NEXUS distributor across EMEA since 2019, says the acquisition completes its three-pronged aortic arch portfolio alongside AMDS and ARCEVO LSA and adds a pipeline of next-generation arch technologies.
Positive
- Strategic acquisition with FDA-approved asset: Artivion completed the cash acquisition of Endospan, gaining full ownership of the FDA-approved NEXUS branched endovascular stent graft system plus a pipeline of next-generation aortic arch technologies.
- Performance-linked deal structure: In addition to the $175.0 million cash base price, Securityholders can earn up to $200.0 million in contingent consideration tied to future NEXUS product performance, helping align economics with commercial outcomes.
Negative
- None.
Insights
Artivion closes a sizable cardiac device acquisition built around FDA‑approved NEXUS technology.
Artivion has exercised its option to acquire Endospan, paying a cash base price of $175.0 million with potential contingent payments up to $200.0 million. Funding came from a previously drawn $150 million delayed draw term loan, signaling a leveraged but targeted expansion in aortic arch devices.
The acquisition centers on Endospan’s NEXUS Aortic Arch System, which received FDA premarket approval in April 2026. Artivion has distributed NEXUS in EMEA since 2019, so this transaction shifts the relationship from distributor to owner and adds a pipeline of next‑generation arch technologies.
Economically, the structure combines a substantial upfront payment with performance-based contingent consideration of up to $200.0 million, aligning part of the total price with NEXUS commercial results. Future company filings will show how integration progresses and whether NEXUS and related technologies broaden Artivion’s aortic arch revenue base.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base purchase price: $175.0 million
Contingent consideration cap: $200.0 million
Net purchase price (loan-offset): $131.3 million
+4 more
7 metrics
Base purchase price
$175.0 million
Cash base price for Endospan acquisition under the Agreement
Contingent consideration cap
$200.0 million
Maximum additional payments based on future NEXUS performance
Net purchase price (loan-offset)
$131.3 million
Net paid by CryoLife Asia Pacific after offsetting Endospan loan
Delayed draw term loan
$150 million
Previously drawn facility used to fund upfront Endospan purchase
Indemnity escrow fund
$16.5 million
Portion of purchase price held for indemnification obligations
Adjustment escrow fund
$1.0 million
Escrowed amount for purchase price adjustments
FDA PMA approval date
April 2026
Premarket approval granted for NEXUS branched endovascular system
Key Terms
contingent consideration, indemnity escrow fund, premarket approval application (PMA), endovascular repair, +1 more
5 terms
contingent consideration financial
"Securityholders are entitled to receive contingent consideration of up to $200.0 million based on the future performance"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
indemnity escrow fund financial
"including $16.5 million in an indemnity escrow fund and $1.0 million in an adjustment escrow fund"
premarket approval application (PMA) regulatory
"The U.S. Food and Drug Administration (FDA) approved the premarket approval application (PMA) for the NEXUS branched endovascular stent graft system"
A premarket approval application (PMA) is a formal submission to the U.S. Food and Drug Administration seeking permission to market a high-risk medical device by proving it is safe and effective based on clinical data and manufacturing controls. For investors, a successful PMA is like a company securing a legal license to sell a product — it can unlock substantial revenue upside but also carries high costs, long timelines, and regulatory risk if the application is delayed or denied.
endovascular repair medical
"a pioneer in the endovascular repair of aortic arch disease and developer of the NEXUS® Aortic Arch System"
Securities Purchase Option Agreement financial
"This transaction was consummated pursuant to that certain Securities Purchase Option Agreement, dated September 11, 2019"
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 18, 2026
___________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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):
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 7.01 Regulation FD Disclosure.
On May 18, 2026, Artivion, Inc. (“Artivion”) issued a press release announcing the completion of the acquisition of Endospan Ltd. (“Endospan”), an Israeli corporation that designs, develops, markets and sells innovative products for the treatment of aortic instability, including the Nexus™ product. A copy of the press release is furnished as Exhibit 99.1 hereto. Such press release shall not be deemed “filed” for purposes of Section 18 of the 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 Artivion under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
On May 18, 2026, Artivion completed its previously announced acquisition of Endospan pursuant to the exercise of Artivion’s option to purchase (directly or indirectly through an affiliate) all of the outstanding securities of Endospan. This transaction was consummated pursuant to that certain Securities Purchase Option Agreement, dated September 11, 2019, by and among Artivion, Endospan, the securityholders of Endospan listed in 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 (as amended on July 1, 2024 and January 9, 2026, the “Agreement”).
As previously disclosed, the base purchase price of $175.0 million which, pursuant to the Agreement, Artivion elected to cause to be paid entirely in cash, was 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, dated July 1, 2024, by and between Artivion and Endospan (the “Amended and Restated Loan Agreement”). CryoLife Asia Pacific Pte. Ltd., a private company limited by shares organized in Singapore and a wholly owned subsidiary of Artivion, paid a net purchase price, after offsetting the loans under the Amended and Restated Loan Agreement, of approximately $131.3 million. A portion of the purchase price was deposited into escrow accounts, including $16.5 million in an indemnity escrow fund and $1.0 million in an adjustment escrow fund, in each case subject to the terms and conditions of the Agreement.
In addition, the Securityholders are entitled to receive 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 foregoing description of the acquisition and the Agreement does not purport to be complete and is subject to and 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 were filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Current Report on Form 8-K filed by Artivion with the Securities Exchange Commission on May 7, 2026, and are incorporated by reference herein.
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.
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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 regarding the contingent consideration that may become payable based on the future performance of Endospan’s NEXUS™ product, including the timing and amount of any such payment. 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 Artivion’s ability to successfully integrate Endospan’s operations and technology, the future performance of Endospan’s NEXUS™ product, 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. 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 (incorporated by reference to Exhibit 10.1 to Artivion’s Current Report on Form 8-K filed on May 7, 2026). | ||||
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 (incorporated by reference to Exhibit 10.2 to Artivion’s Current Report on Form 8-K filed on May 7, 2026). | ||||
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 (incorporated by reference to Exhibit 10.3 to Artivion’s Current Report on Form 8-K filed on May 7, 2026). | ||||
99.1* | Press Release dated May 18, 2026. | ||||
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). | ||||
______________________
| * | 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. | ||||
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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 18, 2026
| ARTIVION, INC. | ||||||||
| By: | /s/ Lance A. Berry | |||||||
| Name: | Lance A. Berry | |||||||
| Title: | Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer | |||||||
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Exhibit 99.1
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 Completes Acquisition of Endospan Ltd.
ATLANTA, GA – (May 18, 2026) – Artivion, Inc. (NYSE: AORT), a leading cardiac and vascular surgery company focused on aortic disease, today announced that it has completed the acquisition of its long-standing partner Endospan Ltd. (“Endospan”), a pioneer in the endovascular repair of aortic arch disease and developer of the NEXUS® Aortic Arch System. Artivion utilized its previously drawn $150 million delayed draw term loan to fund the $135 million upfront net purchase price for Endospan. The transaction also includes potential additional consideration contingent on commercial performance.
The U.S. Food and Drug Administration (FDA) approved the premarket approval application (PMA) for the NEXUS branched endovascular stent graft system in April 2026. Artivion has acted as the exclusive distributor of the NEXUS System across EMEA since 2019.
“Our acquisition of Endospan and its NEXUS system completes our market-leading, three-pronged aortic arch portfolio. This technology, alongside AMDS and ARCEVO LSA, positions us at the forefront of this segment as the only company globally with a complete portfolio of aortic arch solutions," said Pat Mackin, Chairman, President, and Chief Executive Officer. “Further, NEXUS is a platform technology, not just a single product. With this acquisition, we are also adding a robust pipeline of next-generation arch technologies currently in development that we expect will further expand and strengthen our leadership position in the aortic arch market over time.”
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
Exhibit 99.1
than 100 countries worldwide. For additional information about Artivion, visit our website, www.Artivion.com.
About Endospan Ltd.
Privately held Endospan, headquartered in Herzliya (Tel Aviv), Israel, is a pioneer in the endovascular repair of aortic arch disease including aneurysms and dissections. Endospan has received CE-Mark to commercialize in Europe the NEXUS Stent Graft System, the first endovascular off-the-shelf system to treat Aortic Arch Disease which affects a greatly underserved group of patients diagnosed with a dilative lesion in, or near, the aortic arch. While minimally invasive endovascular repair has been the standard of care for Abdominal Aortic Aneurysm (AAA), Aortic Arch Disease patients with aneurysms or dissections have not been as fortunate and have had little choice but to undergo open-chest surgery with its invasiveness and risks, lengthy hospitalization periods, and prolonged recuperation. For additional information about Endospan, visit their website, www.endospan.com.
FAQ
What did Artivion (AORT) announce in this 8-K filing?
Artivion announced it completed the acquisition of Endospan Ltd., an Israeli company specializing in endovascular aortic arch repair. The deal centers on Endospan’s FDA-approved NEXUS Aortic Arch System and adds a pipeline of next-generation aortic arch technologies to Artivion’s portfolio.
How much is Artivion (AORT) paying to acquire Endospan?
Artivion agreed to a cash base purchase price of $175.0 million, subject to customary adjustments. Endospan’s Securityholders may also receive up to an additional $200.0 million in contingent consideration, depending on the future commercial performance of the NEXUS Aortic Arch System after closing.
How did Artivion (AORT) fund the Endospan acquisition?
Artivion used a previously drawn $150 million delayed draw term loan to fund a reported $135 million upfront net purchase price. A portion of the consideration, including $16.5 million for indemnity and $1.0 million for adjustments, was placed into escrow accounts under the purchase agreement.
What is the contingent consideration in the Artivion–Endospan deal?
Endospan’s Securityholders are eligible for up to $200.0 million in contingent consideration based on the future performance of the NEXUS product. Any amount earned would be calculated and paid approximately two years after the acquisition closes, linking part of the purchase price to commercial results.
What regulatory milestone has Endospan’s NEXUS system achieved?
Endospan’s NEXUS branched endovascular stent graft system received U.S. Food and Drug Administration premarket approval in April 2026. The product is designed to treat aortic arch disease and has also received CE-Mark in Europe, where Artivion has served as the exclusive distributor across EMEA since 2019.
How does Endospan strengthen Artivion’s aortic arch portfolio?
Artivion states the Endospan acquisition completes its three-pronged aortic arch portfolio. The NEXUS technology, combined with AMDS and ARCEVO LSA, positions the company as having a comprehensive suite of aortic arch solutions, along with a pipeline of next-generation arch technologies currently in development.