[SCHEDULE 13G/A] Bioventus Inc. Amended Passive Investment Disclosure
Nantahala reports 9.03% stake in Bioventus
Nantahala Capital Management, LLC, together with Wilmot B. Harkey and Daniel Mack, reports beneficial ownership of Bioventus Inc. Class A common stock on a Schedule 13G/A amendment.
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Nantahala Capital Management, LLC, together with Wilmot B. Harkey and Daniel Mack, reports beneficial ownership of Bioventus Inc. Class A common stock on a Schedule 13G/A amendment. As of December 31, 2025, they may be deemed to beneficially own 6,047,403 shares, representing 9.03% of the outstanding Class A shares.
The reporting persons have shared power to vote and dispose of all 6,047,403 shares through funds and separately managed accounts controlled by Nantahala, and no sole voting or dispositive power. They state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Bioventus.
FAQ
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What ownership stake in Bioventus (BVS) does Nantahala report in this Schedule 13G/A?
The filing reports that Nantahala and its related reporting persons may be deemed to beneficially own 6,047,403 shares of Bioventus Class A common stock, representing 9.03% of the outstanding class as of December 31, 2025.
Who are the reporting persons on this Bioventus (BVS) Schedule 13G/A filing?
The reporting persons are Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack. Nantahala is a Massachusetts limited liability company, while Harkey and Mack are citizens of the United States and managing members of Nantahala.
How much voting and dispositive power do the reporting persons have over Bioventus (BVS) shares?
Each reporting person reports 0 shares of sole voting and dispositive power, and 6,047,403 shares of shared voting and shared dispositive power. These shares are held by funds and separately managed accounts under Nantahala’s control.
As of what date is the Bioventus (BVS) ownership information in this Schedule 13G/A effective?
The ownership information is stated as of December 31, 2025, which is the date of the event requiring the filing. Percentages and share counts in the filing are tied specifically to that date for Bioventus Class A common stock.
What is the stated purpose of holding Bioventus (BVS) shares by Nantahala and related persons?
The reporting persons certify the Bioventus securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, except for activities related to a nomination under Rule 240.14a-11.
Under what capacity are Wilmot B. Harkey and Daniel Mack reporting Bioventus (BVS) ownership?
Harkey and Mack file as control persons with respect to shares beneficially owned by Nantahala, which is described as an investment adviser under Rule 240.13d-1(b)(1)(ii)(E). Each may be deemed a beneficial owner of the same 6,047,403 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
BIOVENTUS INC.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
09075A108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
09075A108
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,047,403.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,047,403.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,047,403.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.03 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
09075A108
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,047,403.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,047,403.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,047,403.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.03 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
09075A108
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,047,403.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,047,403.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,047,403.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.03 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BIOVENTUS INC.
(b)
Address of issuer's principal executive offices:
4721 EMPEROR BOULEVARD, SUITE 100 DURHAM, NORTH CAROLINA, 27703
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Class A Common Stock, $0.001 par value per share
(e)
CUSIP No.:
09075A108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, Nantahala may be deemed to be the beneficial owner of 6,047,403 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.03%
(2) Wilmot B. Harkey: 9.03%
(3) Daniel Mack: 9.03%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 6,047,403 Shares.
(2) Wilmot B. Harkey: 6,047,403 Shares.
(3) Daniel Mack: 6,047,403 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 6,047,403 Shares.
(2) Wilmot B. Harkey: 6,047,403 Shares.
(3) Daniel Mack: 6,047,403 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
