Pacira (NASDAQ: PCRX) divests iovera° business to Zimmer Biomet for up to $140M
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Pacira BioSciences agreed to divest its iovera° handheld cryoanalgesia device business to Zimmer Biomet for up to $140.0 million, consisting of an upfront $70.0 million payment and up to an additional $70.0 million in revenue-based milestones through December 31, 2031.
Milestones pay out in tranches of $18.5 million, $23.5 million or $28.0 million if annual iovera° net revenue reaches $50.0 million, $60.0 million or $70.0 million in any year from 2027 to 2031. About 66 employees, roughly 8% of Pacira’s workforce, are expected to join Zimmer Biomet.
Pacira plans to use upfront net proceeds to strengthen its balance sheet, including paying down its senior secured revolving credit facility, and will collaborate with Zimmer Biomet on the iovera° spasticity program with potential incremental compensation. Closing is subject to customary conditions and is expected in the third quarter of 2026.
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Insights
Pacira monetizes iovera° for up to $140M while refocusing on biopharma.
The agreement transfers Pacira’s iovera° cryoanalgesia device business to Zimmer Biomet for up to $140.0 million, with $70.0 million upfront and tiered, revenue-based milestones through 2031. This converts a device asset into cash plus performance-linked upside.
Pacira intends to use upfront net proceeds to strengthen its balance sheet and pay down its senior secured revolving credit facility, which can reduce interest expense. The business shift also aligns with its stated goal of becoming an “innovative biopharmaceutical company” while Zimmer Biomet assumes development, manufacturing and commercialization of iovera°.
The earn-out structure ties additional consideration to iovera° net revenue thresholds of $50.0 million, $60.0 million and $70.0 million in any year from 2027–2031. Actual value realized will depend on Zimmer Biomet’s commercial execution, the performance of the spasticity program, and successful closing in the expected Q3 2026 timeframe.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total potential consideration: $140.0 million
Upfront payment: $70.0 million
Contingent consideration cap: $70.0 million
+5 more
8 metrics
Total potential consideration
$140.0 million
Maximum transaction value for iovera° divestiture
Upfront payment
$70.0 million
Cash payable to Pacira at closing, subject to adjustments
Contingent consideration cap
$70.0 million
Aggregate revenue-based milestones through December 31, 2031
Milestone tranche 1
$18.5 million
If annual iovera° net revenue ≥ $50.0 million in any 2027–2031 year
Milestone tranche 2
$23.5 million
If annual iovera° net revenue ≥ $60.0 million in any 2027–2031 year
Milestone tranche 3
$28.0 million
If annual iovera° net revenue ≥ $70.0 million in any 2027–2031 year
Employees transferring
66 employees
Approx. 8% of Pacira’s workforce expected to join Zimmer Biomet
Workforce percentage
8%
Share of Pacira employees expected to be hired by Zimmer Biomet
Key Terms
Stock and Asset Purchase Agreement, contingent consideration, revenue-based milestones, transition services agreement, +1 more
5 terms
Stock and Asset Purchase Agreement financial
"entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Zimmer, Inc."
contingent consideration financial
"provides for potential additional contingent consideration of up to an additional $70.0 million"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
revenue-based milestones financial
"potential additional contingent consideration of up to an additional $70.0 million in the aggregate, payable upon the achievement of the following revenue-based milestones"
Payments or fee adjustments that become due only when a company or product reaches specified revenue levels; they’re often written into licensing, partnership, or acquisition agreements so cash flows track real sales performance. For investors, these milestones matter because they change the timing and certainty of future income and can reduce risk by tying payouts to actual results—like a sales bonus that only pays out when a sales target is hit.
transition services agreement financial
"the parties intend to enter into a customary transition services agreement in connection with the closing"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
forward-looking statements regulatory
"Any statements in this press release about Pacira’s future expectations... constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): June 28, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address and Zip Code of Principal Executive Offices)
(650 ) 242-8052
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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 1.01. Entry Into a Material Definitive Agreement.
On June 28, 2026, Pacira BioSciences, Inc. (the “Company”) and Pacira CryoTech, Inc., the Company’s wholly owned subsidiary (the “Subsidiary”), entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Zimmer, Inc. (the “Purchaser”), a subsidiary of Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”).
Pursuant to the Purchase Agreement, the Company has agreed to divest to the Purchaser (i) all of the issued and outstanding capital stock of the Subsidiary and (ii) certain assets and liabilities of the Company and certain of its subsidiaries relating to the Company’s handheld cryoanalgesia devices and related products, including iovera®° (the “Transaction”) for up to $140.0 million, including an upfront payment of $70.0 million, subject to customary adjustments for cash, accounts receivables, indebtedness, transaction expenses and inventory, plus certain transaction bonuses payable to certain employees of the Company expected to be hired by the Purchaser as part of the Transaction. The 66 employees expected to be hired by the Purchaser upon the closing of the Transaction represent approximately 8% of the Company’s total workforce.
In addition, the Purchase Agreement provides for potential additional contingent consideration of up to an additional $70.0 million in the aggregate, payable upon the achievement of the following revenue-based milestones (in each case, excluding any net revenue previously applied towards the achievement of any other milestone threshold) up to and through the period ending December 31, 2031:
•If net revenue from the sale of the current version of iovera° available for sale to end users as of the closing date of the Transaction (the “Business Products”) during any of the five (5) calendar year periods commencing on January 1, 2027 through December 31, 2031 (each an “Applicable Milestone Period”) equals or exceeds $50.0 million, then the Company will receive $18.5 million.
•If net revenue from the sale of Business Products during any Applicable Milestone Period equals or exceeds $60.0 million, then the Company will receive $23.5 million.
•If net revenue from the sale of Business Products during any Applicable Milestone Period equals or exceeds $70.0 million, then the Company will receive $28.0 million.
The closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions. The Transaction is expected to close in the third quarter of 2026.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions for a transaction of this nature. The Company has also agreed to certain post-closing restrictive covenants, including non-competition, non-solicitation, non-disparagement and confidentiality obligations for the period set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement and the related Transaction is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2026. The foregoing description of such agreement has been included to provide investors and stockholders with information regarding the terms of such agreement. The assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules delivered by the Company and the Subsidiary to the Purchaser in connection with the signing of the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement. Accordingly, the representations and warranties in the Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of the Company, the Subsidiary or the Purchaser, as applicable, at the time they were made and investors should consider the information in the Purchase Agreement in conjunction with the entirety of the factual disclosure about the Company or Zimmer Biomet, as applicable, in their respective public reports filed with the Securities and Exchange Commission. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s or Zimmer Biomet’s public disclosures, as applicable.
Item 7.01. Regulation FD Disclosure.
On June 30, 2026, the Company issued a press release announcing that it had entered into the Purchase Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Press Release dated June 30, 2026 | |||||||
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACIRA BIOSCIENCES, INC. (REGISTRANT) | |||||||||||
| Dated: | June 30, 2026 | By: | /s/ KRISTEN WILLIAMS | ||||||||
| Kristen Williams | |||||||||||
| Chief Administrative Officer and Secretary | |||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
NEWS RELEASE
Pacira BioSciences Announces Agreement to Divest its iovera° Business to Zimmer Biomet
-- Pacira to receive up to $140 million with $70 million upfront and up to an additional $70 million in potential future revenue-based milestone payments --
-- Two companies will collaborate on advancing the spasticity program --
-- Supports 5x30 strategy and advances Pacira’s transition into an innovative biopharmaceutical company --
BRISBANE, Calif., June 30, 2026 — Pacira BioSciences, Inc. (Nasdaq: PCRX), the industry leader in its commitment to deliver innovative, non-opioid pain therapies to transform the lives of patients, today announced the divestiture of iovera®° to Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader. The iovera° system is an innovative, FDA-cleared, drug-free medical device that relieves pain via cryoneurolysis—a process whereby focused cold therapy is applied to a targeted nerve, temporarily interrupting its ability to transmit pain signals.
“This transaction advances our transition into an innovative biopharmaceutical company and aligns with our 5x30 strategy,” said Frank D. Lee, chief executive officer of Pacira BioSciences. “We believe Zimmer Biomet’s global scale, established expertise commercializing medical devices and commitment to significantly expanding access can unlock the full potential of iovera° to benefit more patients and providers globally.”
Transaction Details
Under the terms of the transaction, Pacira will receive up to $140 million with an upfront payment of $70 million and potential future revenue-based milestone payments totaling up to an additional $70 million during the period up to and through December 31, 2031. The parties will collaborate on advancing the spasticity program with an opportunity for Pacira to receive incremental compensation assuming successful completion of the registrational study and subsequent regulatory approval. Zimmer Biomet will obtain all of Pacira’s rights, titles and interests for the development, manufacture and commercialization of iovera°. Upon closing, the company intends to use the upfront net proceeds to strengthen its balance sheet including the pay down of its senior secured revolving credit facility.
To support a smooth transition of iovera° into Zimmer Biomet, the parties intend to enter into a customary transition services agreement in connection with the closing. The closing of the transaction is subject to the satisfaction or waiver of customary closing conditions. The transaction is expected to close in the third quarter of 2026.
RBC Capital Markets, LLC is serving as the exclusive financial advisor to Pacira and Perkins Coie LLP is serving as Pacira’s legal advisor. Ice Miller LLP is serving as legal counsel to Zimmer Biomet.
About Pacira
Pacira delivers innovative, non-opioid pain therapies to transform the lives of patients. Pacira has three commercial-stage non-opioid treatments: EXPAREL® (bupivacaine liposome injectable suspension), a long-acting local analgesic currently approved for infiltration, fascial plane block, and as an interscalene brachial plexus nerve block, an adductor canal nerve block, and a sciatic nerve block in the popliteal fossa for postsurgical pain management; ZILRETTA® (triamcinolone acetonide extended-release injectable suspension), an extended-release, intra-articular injection indicated for the management of osteoarthritis knee pain; and iovera®°, a novel, handheld device for delivering immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The company is also advancing a pipeline of clinical-stage assets for musculoskeletal pain and adjacencies, its most advanced product candidate, PCRX-201 (enekinragene inzadenovec), a novel locally administered gene therapy, is in Phase 2 clinical development for osteoarthritis of the knee. To learn more about Pacira, visit www.pacira.com.
About iovera®°
The iovera° system is used to destroy tissue during surgical procedures by applying freezing cold. It can also be used to produce lesions in peripheral nervous tissue by the application of cold to the selected site for the blocking of pain. It is also indicated for the relief of pain and symptoms associated with osteoarthritis of the knee for up to 90 days. In one study, the majority of the patients suffering from osteoarthritis of the knee experienced pain and system relief beyond 150 days. When stimulation compatible components are used, the iovera° system can also facilitate targeting nerve location by conducting electrical nerve stimulation from a compatible 3rd party nerve stimulator. In addition, patients treated with iovera° after total knee replacement surgery experienced more than 1.5 times improvement in knee symptoms and function versus controls at 6 and 12 weeks (KOOS symptom score)1,2, significant reductions in both pain severity and the extent to which pain interfered with daily activities at early follow-up (PROMIS pain intensity and pain interference scores)1, and a 45% reduction in opioid consumption over 12 weeks post-surgery1. The iovera° system is not indicated for treatment of central nervous system tissue.
1 Dasa V et al. Knee. 2016;23(3):523-528.
2 Data on file. Pacira BioSciences, Inc.; 2021
Important Safety Information
•Do not receive treatment with iovera° if you experience hypersensitivity to cold or have open and/or infected wounds near the treatment site.
•You may experience bruising, swelling, inflammation and/or redness, local pain and/or tenderness, and altered feeling at the site of application.
•In treatment area(s), you may experience damage to the skin, skin darkening or lightening, and dimples in the skin.
•You may experience a temporary loss of your ability to use your muscles normally outside of the treatment area.
•Talk to your doctor before receiving treatment with iovera°.
Forward-Looking Statements
Any statements in this press release about Pacira’s future expectations, plans, trends, outlook, projections and prospects, and other statements containing the words “believes,” “anticipates,” “plans,” “estimates,” “expects,” “intends,” “may,” “will,” “would,” “could,” “can” and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to: the anticipated consummation of the transaction and the timing and benefits thereof; Zimmer Biomet’s ability to unlock the full potential of iovera°; the seamless and efficient transition of the acquired operations; '5x30', our growth and business strategy, our future outlook, the strength and efficacy of our intellectual property protection and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act and any other statements that are not historical facts. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We cannot assure you that our estimates, assumptions and expectations will prove to have been correct. Actual results may differ materially from these indicated by such forward-looking statements as a result of various important factors, including risks relating to, among others: risks associated with acquisitions, such as the risk that the acquired businesses and/or assets will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; our manufacturing and supply chain, global and United States economic conditions (including tariffs, inflation and rising interest rates), and our business, including our revenues, financial condition, cash flows and results of operations; the success of our sales and manufacturing efforts in support of the commercialization of EXPAREL, ZILRETTA and iovera°; the rate and degree of market acceptance of EXPAREL, ZILRETTA and iovera°; the size and growth of the potential markets for EXPAREL, ZILRETTA and iovera° and our ability to serve those markets; our plans to expand the use of EXPAREL, ZILRETTA and iovera° to additional indications and opportunities, and the timing and success of any related clinical trials for EXPAREL, ZILRETTA, iovera° and any of our other product candidates, including but not limited to PCRX-201 (enekinragene inzadenovec) and PCRX-2002; the commercial success of EXPAREL, ZILRETTA and iovera°;
the related timing and success of United States Food and Drug Administration supplemental New Drug Applications and premarket notification 510(k)s; the related timing and success of European Medicines Agency Marketing Authorization Applications; our plans to evaluate, develop and pursue additional product candidates utilizing our proprietary high-capacity adenovirus ("HCAd") vector platform; the approval of the commercialization of our products in other jurisdictions (by either us or our partners); clinical trials in support of an existing or potential HCAd-based product candidate; our commercialization and marketing capabilities; our ability to successfully complete capital projects; the outcome of any litigation; the recoverability of our deferred tax assets; assumptions associated with contingent consideration payments; assumptions used for estimated future cash flows associated with determining the fair value of the company; the anticipated funding or benefits of our share repurchase program; and factors discussed in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that it periodically makes with the U.S. Securities and Exchange Commission (the "SEC"). In addition, the forward-looking statements included in this document represent Pacira's views as of the date of this document. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements, and as such Pacira anticipates that subsequent events and developments will cause its views to change. Except as required by applicable law, Pacira undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on these forward-looking statements as representing Pacira's views as of any date subsequent to the date of this document.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pacira's actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed and referenced in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that Pacira periodically makes with the SEC.
###
Investor Contact: Susan Mesco, (973) 451-4030 susan.mesco@pacira.com | Media Contact: Kim Hamilton, (973) 254-4644 kim.hamilton@pacira.com | |||||||
FAQ
What did Pacira BioSciences (PCRX) agree to sell to Zimmer Biomet?
Pacira agreed to divest its iovera° handheld cryoanalgesia device business, including all rights to develop, manufacture and commercialize iovera°. Zimmer Biomet will acquire the stock of Pacira CryoTech and related assets and liabilities tied to these cryoanalgesia products.
How much will Pacira BioSciences (PCRX) receive from the iovera° divestiture?
Pacira will receive up to $140.0 million, including an upfront $70.0 million payment at closing and up to an additional $70.0 million in revenue-based milestone payments if specified iovera° net revenue thresholds are achieved through December 31, 2031.
What are the revenue-based milestones in Pacira’s deal with Zimmer Biomet?
Pacira can earn milestones if annual iovera° net revenue reaches $50.0 million, $60.0 million, or $70.0 million in any year from 2027 to 2031. These tiers would pay Pacira $18.5 million, $23.5 million, or $28.0 million, respectively.
How will Pacira BioSciences (PCRX) use the upfront proceeds from this transaction?
Pacira intends to use the upfront net proceeds to strengthen its balance sheet, including paying down its senior secured revolving credit facility. This can lower interest costs and provide more financial flexibility while the company pursues its biopharmaceutical growth strategy.
When is Pacira’s divestiture of the iovera° business expected to close?
The transaction is expected to close in the third quarter of 2026, subject to the satisfaction or waiver of customary closing conditions. Until closing, Pacira continues to own and operate the iovera° business under the terms of the purchase agreement.
How many Pacira employees will move to Zimmer Biomet with the iovera° business?
Approximately 66 Pacira employees are expected to be hired by Zimmer Biomet at closing, representing about 8% of Pacira’s total workforce. This transfer supports continuity of the iovera° business and facilitates a smoother operational transition.
Will Pacira (PCRX) still be involved with iovera° after the sale to Zimmer Biomet?
After closing, Zimmer Biomet will hold all rights to iovera°, but the companies plan to collaborate on advancing the iovera° spasticity program. Pacira may receive incremental compensation if the registrational study succeeds and subsequent regulatory approval is achieved.