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):
January 15, 2026
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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| delaware |
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1-11083 |
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04-2695240 |
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 300 Boston Scientific Way, Marlborough, Massachusetts |
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| 01752-1234 |
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(Zip Code)
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Registrant’s telephone number, including
area code: (508) 683-4000
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:
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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:
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Title of each class
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Trading Symbol
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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 7.01 REGULATION FD
On January 15, 2026, Boston Scientific Corporation
(the “Company”) and Penumbra, Inc., a Delaware corporation (“Penumbra”), issued a joint press release
(the “Press Release”) announcing that the Company, Pinehurst Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of the Company, and Penumbra have executed a definitive agreement pursuant to which the Company agreed to acquire Penumbra
(the “Transaction”) on the terms and subject to the conditions set forth in the definitive agreement. The Company
also announced it will be holding a conference call at 8:00 a.m. ET on January 15, 2026 to discuss the Transaction, which can be accessed
through the Company’s website, and made available on its website an investor presentation (the “Investor Presentation”)
regarding the Transaction.
A copy of the Press Release and the Investor
Presentation are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively, and are 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 or the Investor Presentation are expressly not incorporated by reference into or intended to be filed as a part of
this Current Report on Form 8-K.
The information in Item 7.01 of this Current
Report on Form 8-K, as well as Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the information
incorporated by reference herein contains 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” 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 Transaction and anticipated benefits of the Transaction, the closing
of the Transaction and the timing thereof, business plans and strategy, product launches and product performance and impact, clinical
programs, and expected financial results. 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; 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 the ability to achieve the anticipated benefits of the proposed transaction and successfully integrate Penumbra’s
operations; business disruptions (including disruptions in relationships with employees, customers or suppliers) following the announcement
and/or closing of the proposed Transaction; demographic trends; intellectual property; litigation; financial market conditions; future
business decisions made by us and our competitors; the conditions to the completion of the proposed Transaction, including the receipt
of the required regulatory approvals and clearances, may not be satisfied at all or in a timely manner; and the closing of the proposed
Transaction may not occur or may be delayed. 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 each of the
Company’s and Penumbra’s businesses and future operations, see Part I, Item 1A – Risk Factors in the Company’s
and Penumbra’s respective most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which may be
updated in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q each company has filed or will file hereafter.
The Company disclaims 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 Current Report on Form 8-K.
Important Information and Where to Find
It
In connection with the proposed
Transaction, the Company will file with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that will include a proxy statement/prospectus (the “Proxy Statement/Prospectus”) for the
stockholders of Penumbra, and Penumbra will mail the Proxy Statement/Prospectus to its stockholders and file other documents
regarding the proposed Transaction with the SEC. This communication is not a substitute for any proxy statement, registration
statement, proxy statement/prospectus or other documents the Company and/or Penumbra may file with the SEC in connection with the
proposed Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS
FILED BY THE COMPANY OR Penumbra WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free
copies of the Proxy Statement/Prospectus and other documents filed with the SEC by the Company and/or Penumbra through the website
maintained by the SEC at www.sec.gov. Security holders will be able to obtain free copies
of the documents filed by the Company with the SEC on the Company’s website at investors.bostonscientific.com/ or by
contacting Company Investor Relations at BSXInvestorRelations@bsci.com, or by calling 508-683-4479. Security holders will also be
able to obtain free copies of the documents filed by Penumbra with the SEC on Penumbra’s website at
https://www.penumbrainc.com/investors/sec-filings/ or by contacting Penumbra Investor Relations at investors@penumbrainc.com.
No Offer or Solicitation
This communication is for informational purposes
only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for,
buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
The Company, Penumbra and certain of their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Penumbra’s stockholders
in connection with the proposed Transaction. Information regarding the Company’s directors and executive officers, including a
description of their respective direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement/Prospectus
and other relevant materials when they are filed with the SEC. These documents (when available) may be obtained free of charge from the
SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s
website at investors.bostonscientific.com/.
Information regarding the Company’s
directors and executive officers is contained in the sections entitled “Election of Directors” and “Securities
Ownership of Director and Executive Officers” included in the Company’s proxy statement for its 2025 annual meeting of
stockholders, which was filed with the SEC on March 19, 2025 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000017/bsx-20250319.htm), in the section entitled
“Directors, Executive Officers and Corporate Governance” included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000011/bsx-20241231.htm), in the Company’s Form 8-K filed
on April 23, 2025 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000024/bsx-20250418.htm), in the Company’s Form 8-K filed
on September 4, 2025 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000043/bsx-20250829.htm), and in the Company’s Form 8-K
filed on October 23, 2025 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/885725/000088572525000048/bsx-20251022.htm).
To the extent holdings of the Company’s
securities by the directors and executive officers of the Company have changed from the amounts of securities of the Company held by such
persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the
SEC. Information regarding Penumbra’s directors and executive officers is contained in the sections entitled “Proposal No.
1: Election of Directors”, “Information Regarding the Board of Directors and Corporate Governance”, and “Other
Information Related to Penumbra, Its Directors and Executive Officers” included in Penumbra’s proxy statement for its 2025
annual meeting of stockholders, which was filed with the SEC on April 16, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1321732/000132173225000074/pen-20250416.htm),
in the section entitled “Directors, Executive Officers and Corporate Governance” included in Penumbra’s Annual Report
on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1321732/000132173225000012/pen-20241231.htm)
and in Penumbra’s Form 8-K filed on August 27, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1321732/000132173225000101/pen-20250822.htm).
To the extent holdings of Penumbra’s securities by the directors and executive officers of Penumbra have changed from the amounts
of securities of Penumbra held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
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Description |
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99.1
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Press Release, dated January 15, 2026. |
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99.2
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Investor Presentation, dated January 15, 2026. |
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Cover Page Interactive Data File - the cover page XBRL tags are 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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
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Boston Scientific Corporation |
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| Date: January 15, 2026 |
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By: |
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/s/ Susan Thompson |
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Susan Thompson |
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Vice President, Chief Corporate Counsel and Assistant Secretary |
