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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):
March 31, 2026
OrthoPediatrics
Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-38242 |
26-1761833 |
| (Commission File Number) |
(IRS Employer Identification No.) |
|
2850 Frontier Drive
Warsaw, Indiana |
46582 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (574) 268-6379
Not Applicable
(Former name or former address, if changed since last report)
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, $0.00025 par value per share |
|
KIDS |
|
Nasdaq Global Market |
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 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)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange
Act (17 CFR 240.12b-2).
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 OR AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT. |
On March 31, 2026, OrthoPediatrics Corp. (the
“Company”) and its wholly owned domestic subsidiaries, as borrowers (collectively, the “Credit Parties”), entered
into a First Amendment (the “Amendment”) to that certain Credit Agreement and Guaranty (the “Term Loan Agreement”)
dated August 5, 2024, by and among the Credit Parties, any additional borrowers from time to time party thereto, any guarantors from
time to time party thereto, one or more funds managed by Braidwell LP, as lenders, the other lenders from time to time party thereto,
and Wilmington Trust, National Association, as agent. The Amendment provides the Company with incremental committed financing capacity
by establishing a new delayed draw term loan facility in an aggregate principal amount not to exceed $20.0 million, which, subject to
certain conditions set forth in the Amendment, may be drawn until June 30, 2027, in minimum $10.0 million increments. The delayed
draw structure allows the Company to access capital only as needed, supporting disciplined liquidity management and capital deployment.
The facility features similar terms to those previously contained in the Term Loan Agreement, including: interest at a rate per annum
equal to the SOFR Interest Rate (with a floor of 3.25%) plus 6.50%; a Company election to make a payment-in-kind interest payment equal
to 1.00% per annum of the interest rate; interest-only until the August 5, 2029 maturity date; and certain financial covenants. The Company
believes these terms provide an efficient and flexible source of capital while preserving near-term cash flow and is not required to draw
on the delayed draw facility in connection with the Amendment. The Company is also obligated to pay a 1.00% upfront fee, a 0.05% per annum
delayed draw ticking fee, and certain exit fees and prepayment fees generally consistent with those contained in the Term Loan Agreement.
The above description
of the Amendment is a summary and is not complete. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form
8-K, and the above summary is qualified in its entirety by reference to the terms of the Amendment, which is incorporated herein by reference.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 above is
incorporated by reference into this Item 2.03.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit No. | |
Description of Exhibit |
| | |
|
| 10.1+ | |
First Amendment to Credit Agreement and Guaranty, dated as of March 31, 2026, by and among OrthoPediatrics Corp. and its wholly owned domestic subsidiaries, as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association, as agent |
| | |
|
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Certain exhibits and disclosure schedules to
the First Amendment to Credit Agreement and Guaranty have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees
to furnish a copy of the exhibits and disclosure schedules to the First Amendment to Credit Agreement and Guaranty to the Securities and
Exchange Commission upon request.
* * * * * *
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April 1, 2026
| |
OrthoPediatrics Corp. |
| |
|
| |
By: |
/s/ Daniel J. Gerritzen |
| |
|
Daniel J. Gerritzen, |
| |
|
General Counsel and Secretary |
