Artivion, Inc. 8-K Filings

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.

Artivion, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected all nine nominated directors, with support levels generally above 34 million votes for each nominee and broker non-votes of 5,607,747 on each director item.

Stockholders also approved, by a non-binding advisory vote, the compensation of Artivion’s named executive officers, with 36,876,134 votes for, 2,291,059 against and 151,868 abstentions, alongside 5,607,747 broker non-votes. In addition, stockholders ratified the preliminary selection of Ernst & Young LLP as Artivion’s independent registered public accounting firm for the year ending December 31, 2026, with 44,294,062 votes for, 625,438 against and 7,308 abstentions.

Artivion reported a strong first quarter and moved to acquire its longtime partner Endospan. Revenue for Q1 2026 rose to $116.3 million from $99.0 million, up 18% on a GAAP basis and 12% on a constant currency basis. Net income was $1.4 million, or $0.03 per diluted share, compared with a small loss a year earlier, while non-GAAP net income increased to $4.2 million, or $0.08 per diluted share. Adjusted EBITDA grew 26% to $22.1 million, driven by double‑digit gains in aortic stent grafts, On‑X valves, and preservation services.

The company exercised its option to acquire Endospan after FDA PMA approval of the NEXUS Aortic Arch System. The base purchase price is $175.0 million, with an expected net upfront payment of about $135.0 million after loan offsets, plus up to $200.0 million of contingent consideration based on future product performance. Artivion plans to fund the deal with borrowings under its term loan facility and expects closing in the second quarter, subject to customary conditions.

Management lowered full‑year 2026 guidance despite the strong start. Revenue is now expected between $480 million and $496 million, implying 7% to 11% adjusted constant currency growth, and adjusted EBITDA is forecast at $100 million to $107 million, or 12% to 20% growth, both reduced from prior targets.

Artivion, Inc. reported strong growth for the fourth quarter and full year 2025, moving from losses to profitability. Fourth quarter GAAP revenue rose to $116.0 million from $97.3 million, with GAAP net income of $2.4 million versus a prior-year net loss of $(16.5) million. Full year 2025 revenue increased to $441.3 million from $388.5 million, and GAAP net income improved to $9.8 million from a net loss of $(13.4) million. Non-GAAP net income reached $8.6 million in the quarter and $29.7 million for the year, while adjusted EBITDA grew to $22.7 million in the quarter and $89.6 million for 2025. Growth was driven by aortic stent grafts, On-X valves, and steady preservation services, supported by positive clinical data and progress on regulatory filings. For 2026, Artivion guides to revenue of $486–$504 million and adjusted EBITDA of $105–$110 million, implying double‑digit revenue growth and faster adjusted EBITDA growth.

Artivion, Inc. furnished a press release announcing its financial results for the third quarter ended September 30, 2025. The release is provided under Item 2.02 and is attached as Exhibit 99.1.

The company stated that the information is furnished, not filed, and is not incorporated by reference unless expressly noted. It also included forward‑looking statements subject to the Private Securities Litigation Reform Act safe harbor and directed readers to risk factors in its most recent Form 10‑K and subsequent filings.

Artivion, Inc. entered into two real estate purchase and sale agreements on September 26, 2025 to buy facilities in Austin, Texas that support and expand its manufacturing operations. The company agreed to purchase from 1300 East Anderson Lane, Ltd. two office buildings it currently leases, which house its On-X manufacturing operation, for a cash price of $12.05 million, including the underlying land and certain equipment, totaling about 75,000 square feet of mixed-use space.

Artivion also agreed to purchase an adjacent building from Sentinel Austin I, LLC for a cash price of $8.45 million, adding roughly 87,000 square feet to its footprint to accommodate rising capacity needs in the coming years. Each agreement includes a feasibility period—45 days for the 1300 Property and 100 days for the 1200 Property—during which Artivion can decide at its sole discretion not to proceed, with closings expected on or before 30 days after each feasibility period, subject to customary conditions.

Artivion, Inc. entered into a Second Amendment to its Credit and Guaranty Agreement with Ares Capital and other lenders. The amendment extends the maturity of its existing term loans and revolving credit facility by one year to January 18, 2031, lowers the interest rate margins on both facilities, and adds a new $150.0 million secured delayed draw term loan facility.

After the amendment, term loans bear interest at either the base rate plus 3.75% or SOFR plus 4.75%, while revolving borrowings are priced at the base rate plus 2.50% or SOFR plus 3.50%. There are no scheduled principal repayments before final maturity, and Artivion can prepay, though prepayments of term loans (and certain revolver reductions below $30,000,000) before July 18, 2027 incur a 1.00% premium.

Subject to a specified maximum total net leverage ratio and other customary conditions, Artivion may draw on the $150.0 million delayed draw term loan facility until September 12, 2027. The company may use these borrowings for permitted acquisitions (including earnouts), other permitted investments, and capital expenditures.

Artivion, Inc. appointed Lance A. Berry as Chief Operating Officer effective August 11, 2025, while he will continue serving as the company’s Chief Financial Officer, Treasurer and Principal Financial Officer. Mr. Berry, age 53, has been the company’s CFO and Treasurer since December 4, 2023. His compensation as COO and continued CFO includes an annual base salary of $540,000, an annual cash incentive with a bonus target of 70% of base salary, and, starting in 2026, a target equity grant valued at $2,250,000 divided equally between Performance Share Units and Restricted Stock Units.

Marshall S. Stanton, M.D., Senior Vice President, Clinical Research and Chief Medical Officer, notified the company of his decision to retire effective March 31, 2026. The retirement was stated to be not related to any disagreements with the company, and the company expects Dr. Stanton to provide strategic advice and transition services for up to one year following his retirement, with terms of that arrangement still being finalized.