[8-K] MERIT MEDICAL SYSTEMS INC Reports Material Event
Merit Medical Systems (MMSI) closed the C2 CryoBalloon acquisition. The company reported that on November 3, 2025, it completed the purchase of the C2 CryoBalloon device and related technology from Pentax of America, Inc., a subsidiary of PENTAX Medical. The deal follows a definitive asset purchase agreement previously announced.
The disclosure is furnished under Item 7.01 (Regulation FD) and, along with Exhibit 99.1, is not deemed “filed” under the Exchange Act. The company also included a comprehensive safe harbor statement regarding forward-looking statements tied to integration, development, commercialization, and performance outcomes related to the C2 CryoBalloon assets.
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Insights
Acquisition closed; integration and execution now in focus.
Merit Medical states it closed the purchase of the C2 CryoBalloon device and related technology from Pentax of America on
The forward-looking discussion highlights uncertainties around integration, product development, commercialization, and achieving targeted financial metrics. Such language is typical but underscores operational dependencies as the asset transitions into Merit's portfolio.
Key items to watch include how quickly the device is integrated into Merit's sales channels and whether management later reports traction in sales, margins, and earnings tied to the asset. Subsequent filings may provide quantification and post-close progress updates.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure
On October 17, 2025, Merit Medical Systems, Inc. (“Merit”) filed a Current Report on Form 8-K and related press release announcing it signed a definitive asset purchase agreement with Pentax of America, Inc., a subsidiary of PENTAX® Medical, Inc., to acquire the C2 CryoBalloon™ device and related technology (the “C2 CryoBalloon.Acquisition”). On November 3, 2025, Merit closed the C2 CryoBalloon Acquisition.
The information contained in this Item 7.01 of this Current Report and in the attached Exhibit 99.1 is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of 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 Merit under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information included in this Current Report contains forward-looking statements about Merit that involve substantial risks and uncertainties. Merit intends such statements, and all subsequent forward-looking statements attributable to Merit, to be expressly qualified in their entirety by these cautionary statements and covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act and Section 27A of the Securities Act. In some cases, forward-looking statements can be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “will,” “would,” “seek,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. However, not all forward-looking statements contain such identifying words. All statements included in this Current Report, other than statements of historical fact, are forward-looking statements for purposes of the Exchange Act and the Securities Act, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. Additionally, forward-looking statements include, among other things, inherent risks and uncertainties associated with the C2 CryoBalloon Acquisition, Merit’s integration of the C2 CryoBalloon assets and operations and its ability to achieve projected financial results, product development and other anticipated benefits of the proposed acquisition, and uncertainties as to whether Merit will achieve sales, gross and operating margin, net income and earnings per share performance consistent with any forecasts associated with the C2 CryoBalloon Acquisition.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Merit’s actual results, levels of activity, performance or achievement to be materially different from those expressed or implied by these forward-looking statements, including those risks, uncertainties and other factors described in Merit’s Annual Report on Form 10-K for the year ended December 31, 2024 and Merit’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025 and September 30, 2025 and subsequent filings with the SEC.
All forward-looking statements included in this Current Report speak only as of the date made, are based on information available to Merit as of such date, and are subject to change. Merit assumes no obligation to update or revise any forward-looking statement. If Merit does update or correct one or more forward-looking statements, readers should not conclude that Merit will make additional updates or corrections. Merit’s actual results will likely differ, and may differ materially, from anticipated results. Readers should not unduly rely on any such forward-looking statements.
All forward-looking statements included in this Current Report speak only as of the date made, are based on information available to Merit as of such date, and are subject to change. Merit assumes no obligation to update or revise any forward-looking statement. If Merit does update or correct one or more forward-looking statements, readers should not conclude that Merit will make additional updates or corrections. Merit’s actual results will likely differ, and may differ materially, from anticipated results. Readers should not unduly rely on any such forward-looking statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER |
| DESCRIPTION |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURES
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.
MERIT MEDICAL SYSTEMS, INC. | ||
Date: November 3, 2025 | By: | /s/ Brian G. Lloyd |
Brian G. Lloyd | ||
Chief Legal Officer and Corporate Secretary | ||
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FAQ
What did Merit Medical (MMSI) announce in this 8-K?
Which product and assets did MMSI acquire?
Who was the seller in the C2 CryoBalloon transaction?
Under which item was the disclosure furnished?
Is the information considered 'filed' for liability purposes?
Does the 8-K include forward-looking statements?
When did MMSI previously announce the agreement?
