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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
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-11083 | | 04-2695240 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234
(Address of principal executive offices) (Zip Code)
(508) 683-4000
(Registrant's telephone number, including area code)
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: | | | | | |
| ☐ | Written communication 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 | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | BSX | | New York Stock Exchange |
| 0.625% Senior Notes due 2027 | | BSX27 | | New York Stock Exchange |
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 8.01 Other Events.
Investment Agreement with MiRus LLC
On May 18, 2026, Boston Scientific Corporation (the “Company”) issued a press release announcing that the Company has entered into an investment agreement (the “Investment Agreement”) with MiRus LLC (“MiRus”), a privately held company developing and commercializing proprietary novel biomaterials, implants and procedural solutions for the treatment of cardiovascular and orthopedic diseases, including the Siegel transcatheter aortic valve replacement system (the “TAVR System”), for which it has received investigation device exemption approval from the U.S. Federal Food and Drug Administration (“FDA”) to conduct the STAR (Siegel Transcatheter Aortic Valve Replacement Trial) randomized control clinical trial in the United States designed to achieve a Premarket Approval Application for the TAVR System.
Under the terms of the Investment Agreement, on May 15, 2026, the Company acquired, for a cash payment of $1.5 billion (exclusive of a $100 million payment previously made by the Company to MiRus) (a) non-voting common equity interests constituting 33.75% of the fully diluted equity interests of MiRus and (b) an exclusive option (the “Call Option”) to acquire, subject to the satisfaction of customary closing conditions, all the equity interests of a wholly owned subsidiary of MiRus (such subsidiary, “TAVR-Structural Heart NewCo”), to be formed by MiRus to hold all of MiRus’s tangible and intangible assets primarily relating to the business of owning, designing, developing, manufacturing and commercializing the TAVR System, for additional aggregate cash payments totaling $3.0 billion, at the Company’s option following MiRus’ achievement of certain clinical and regulatory milestones, for 100% ownership of TAVR-Structural Heart NewCo. Upon the closing of the Company’s acquisition of TAVR-Structural Heart NewCo, the Company will no longer own any equity interest in MiRus. If the Company exercises the Call Option, MiRus will have the right to receive additional payments based on net sales of the TAVR System over a specified period. The Company also has an exclusive option, exercisable if it exercises the Call Option, to acquire mitral and tricuspid replacement valve assets from MiRus for an additional payment.
If the Company does not make any portion of the additional payments, or does not exercise the Call Option within the applicable period or the Call Option does not close following its exercise, the Company’s equity interest in MiRus will be forfeited or reduced by approximately 75%, or exchanged for an interest in TAVR-Structural Heart NewCo, depending on the circumstances.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference; provided, however, that information on or connected to the Company's website or the website of any third-party hyperlinked from or referenced in the press release included as Exhibit 99.1 to this Current Report on Form 8-K is expressly not incorporated by reference into or intended to be filed as a part of this Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements that we may make from time to time, including statements contained in this Current Report on Form 8-K and information incorporated by reference herein, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend,” “aim,” “goal,” “target,” “continue,” “hope,” “may” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding the financial and business impact and anticipated benefits of the investment, the exercise of the Call Option and the timing thereof, business plans and strategy, product launches and product performance and impact. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this Current Report on Form 8-K. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other things: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions, including changing trade and tariff policies; geopolitical events, conflicts and tensions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions; expected procedural volumes; the closing and integration of acquisitions, including our ability or determination to exercise the Call Option and our ability to achieve the anticipated benefits of the investment or the Call Option (if exercised); clinical trial results; business disruptions (including disruptions in relationships with employees, customers or suppliers) following the announcement and/or closing of the investment or the exercise of the Call Option; the conditions to the completion of the investment or the exercise of the Call Option, including the fact that the receipt of the required regulatory approvals and clearances may not be satisfied at all or in a
timely manner; the fact that the exercise of the Call Option may not occur or may be delayed; demographic trends; intellectual property; litigation; financial market conditions; the execution and effect of our business strategy, including our cost-savings and growth initiatives; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, refer to Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q that we will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements, except as required by law. This cautionary statement is applicable to all forward-looking statements contained in this Current Report on Form 8-K and any statements incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated May 18, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
| | | | | | | | | | | |
| Date: | May 18, 2026 | BOSTON SCIENTIFIC CORPORATION |
| | | |
| | By: | /s/ Susan Thompson |
| | | Susan Thompson |
| | | Vice President, Chief Corporate Counsel and Assistant Secretary |
Exhibit 99.1
Boston Scientific announces strategic investment in MiRus LLC
Agreement includes exclusive option to acquire novel, balloon-expandable transcatheter aortic valve made with proprietary rhenium alloy
MARLBOROUGH, Mass., May 18, 2026 – Boston Scientific Corporation (NYSE: BSX) today announced it has invested $1.5 billion in return for an approximately 34% equity stake in MiRus LLC, a privately-held company developing and commercializing proprietary biomaterials, implants and procedural solutions for the treatment of cardiovascular and orthopedic diseases, including the SIEGELTM Balloon Expandable Transcatheter Aortic Valve Replacement (TAVR) system. As part of the investment agreement, Boston Scientific also received an exclusive option to acquire the MiRus TAVR system, subject to additional payments and the completion of certain milestones. The SIEGEL technology is built on a proprietary rhenium alloy and is the first nickel-free, balloon-expandable TAVR valve intended to restore function and normal blood flow of severely narrowed aortic valves.
"The occurrence and recognition of aortic stenosis is growing rapidly and our investment in MiRus continues our pursuit to bring a differentiated TAVR system into our portfolio that we anticipate may improve outcomes for patients living with this life-threatening disease," said Lance Bates, executive vice president and president, Interventional Cardiology and Vascular Therapies, Boston Scientific. “Built upon years of research and proprietary technology, we believe the distinctive design and impressive early clinical results of the SIEGEL valve may set it apart from currently available technology, potentially providing physicians an advanced option to treat a wide array of patients.”
The SIEGEL TAVR valve is designed with leaflets made of dry porcine tissue and a nitric oxide-coated rhenium frame, which has a radial strength greater than cobalt or titanium.1 The open cell design of the frame is intended to eliminate foreshortening and aide precise placement in the heart. Uniquely, the valve is also pre-mounted directly onto the balloon and all sizes – 23 mm, 26 mm and 29 mm – can be precisely delivered through an 8 French expandable sheath, which is approximately 50% smaller2 than current commercially available TAVR delivery sheaths and may minimize vascular injuries.
MiRus recently initiated the STAR pivotal trial that is evaluating the safety and effectiveness of the three sizes of the SIEGEL valve in up to 1,025 patients with severe, symptomatic aortic stenosis considered to be at low, intermediate or high risk for surgical complications. Last year, MiRus presented findings from an early feasibility study assessing the safety and performance of the device.
“The SIEGEL valve is a promising technology and has received enthusiastic feedback from physician investigators for its less invasive delivery, nickel-free construct, precise placement resulting from a lack of foreshortening and excellent hemodynamics," said Jay Yadav, M.D., founder and chief executive officer, MiRus. "This collaborative relationship with Boston Scientific alongside the exceptional capabilities of our Atlanta-based team can further accelerate our progress towards broad accessibility for patients and physicians for what we believe will be a transformational treatment."
The investment in MiRus is expected to be immaterial to adjusted earnings per share for Boston Scientific in 2026. Boston Scientific may exercise the option to acquire the MiRus TAVR business by making additional
aggregate cash payments totaling $3 billion, at Boston Scientific’s option following MiRus’ achievement of certain clinical and regulatory milestones, that would result in 100% ownership of the TAVR business, subject to customary closing conditions. If Boston Scientific exercises the option, MiRus will have the right to receive additional payments based on net sales of the SIEGEL TAVR valve over a specified period and Boston Scientific will also have an exclusive option to acquire mitral and tricuspid replacement valve assets from MiRus for an additional payment.
Caution: The SIEGELTM Balloon Expandable Transcatheter Aortic Valve Replacement (TAVR) system is an investigational device, which is not yet approved for commercial distribution in any country.
1 Per ASTM standards specification
2 Edwards eSheath+ Introducer Set Instructions for Use (2023-08 10058349001 A)
About Boston Scientific
Boston Scientific transforms lives through innovative medical technologies that improve the health of patients around the world. As a global medical technology leader for more than 45 years, we advance science for life by providing a broad range of high-performance solutions that address unmet patient needs and reduce the cost of healthcare. Our portfolio of devices and therapies helps physicians diagnose and treat complex cardiovascular, respiratory, digestive, oncological, neurological and urological diseases and conditions. Learn more at www.bostonscientific.com and follow us on LinkedIn.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding the financial and business impact of the investment and the anticipated benefits of the investment, the exercise of the option and the timing thereof, business plans and strategy, clinical trials, product approvals and product performance and impact. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the forward-looking statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other things: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions, including changing trade and tariff policies; geopolitical events, conflicts and tensions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; market competition for our products; expected procedural volumes; new product introductions; demographic trends; the closing and integration of acquisitions, including our ability or determination to exercise the option and our ability to achieve the anticipated benefits of the investment or the option (if exercised); clinical trial results; business disruptions (including disruptions in relationships with employees, customers and suppliers) following the announcement and/or closing of the
investment or the exercise of the option; intellectual property; litigation; financial market conditions; future business decisions made by us and our competitors; the execution and effect of our business strategy, including our cost-savings and growth initiatives; the conditions to the completion of the investment or the exercise of the option, including the receipt of any required regulatory approvals and clearances, may not be satisfied at all or in a timely manner; and the fact that the exercise of the option may not occur or may be delayed. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements, except as required by law. This cautionary statement is applicable to all forward-looking statements contained in this press release.
CONTACTS:
Laura Aumann
Media Relations
(651) 582-4251
laura.aumann@bsci.com
Lauren Tengler
Investor Relations
+1 (508) 683-4479
BSXInvestorRelations@bsci.com
