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  4. [8-K] UTAH MEDICAL PRODUCTS INC Reports Material Event

Utah Medical adds $6M sales with Orion acquisition

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Form Type
8-K

Rhea-AI Filing Summary

Utah Medical Products, Inc. (UTMD) reported that its wholly owned subsidiary Femcare Ltd has purchased all of the common shares of UK-based Orion Medical Supplies Ltd, a niche assembler and distributor of Harm Reduction medical device kits primarily in the UK and Europe. Orion’s products are used in programs aimed at reducing blood borne infections, harmful drug litter, overdose injuries and deaths, and related social impacts among drug users.

UTMD states that Orion is a stable, profitable business expected to be accretive to financial results, adding about $6 million to current consolidated annual sales, with potential for geographic expansion. The purchase price was £3.6 million, paid from cash reserves. Orion’s operations will be moved into Femcare’s existing Romsey facilities to leverage existing infrastructure and dilute overhead as a percentage of UK sales. UTMD notes that outcomes are subject to forward‑looking risks, and additional acquisition-related risk factors will appear in its third quarter 2026 Form 10‑Q, expected to be filed by October 15.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Expected annual sales contribution $6 million Amount Orion is expected to add to UTMD’s current consolidated annual sales
Purchase price £3.6 million Cash consideration Femcare paid for all common shares of Orion Medical Supplies Ltd
Orion founding as private UK company 2008 Year since which Orion has operated as a private UK company
Planned Form 10-Q filing deadline October 15 Date by which UTMD expects to file its third quarter 2026 Form 10‑Q
Ownership acquired 100% of common shares Femcare purchased all of the common shares of Orion Medical Supplies Ltd
Harm Reduction medical
"Harm Reduction refers to programs and practices that aim to minimize negative health"
Harm reduction is a set of products, services and policies aimed at lowering the negative health and social effects of risky behaviors—such as smoking, drug use or unsafe sex—without insisting that people stop the behavior entirely. For investors, it matters because harm-reduction approaches create new markets and revenue streams, alter regulatory and legal risk, and can change consumer preferences and brand value, so companies pursuing these strategies may have different growth and risk profiles compared with those focused only on traditional products.
blood borne infections medical
"designed to reduce the spread of blood borne infections, harmful drug litter and"
accretion in financial results financial
"The main benefit of the acquisition is accretion in financial results."
forward-looking statements regulatory
"Investors are cautioned that actual results may differ from those projected in any of the Company’s 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.
Harm Reduction medical devices medical
"a niche assembler and distributor, primarily in the UK and Europe, of Harm Reduction medical devices."

FAQ

What acquisition did UTMD announce involving Femcare Ltd and Orion Medical Supplies Ltd?
Femcare Ltd, a wholly owned subsidiary of Utah Medical Products, Inc. (UTMD), acquired all of the common shares of UK-based Orion Medical Supplies Ltd, a niche assembler and distributor of Harm Reduction medical device kits in the UK and Europe.

How much additional revenue does UTMD expect from the Orion acquisition (UTMD)?
UTMD expects Orion to provide a stable revenue stream and to add about $6 million to its current consolidated annual sales, with potential for further geographic expansion of these Harm Reduction medical device products.

What was the purchase price Femcare paid for Orion Medical Supplies Ltd (UTMD)?
Femcare paid a purchase price of £3.6 million for all of the common shares of Orion Medical Supplies Ltd. Utah Medical Products, Inc. states that the consideration was paid from cash reserves.

How does UTMD plan to integrate Orion Medical Supplies Ltd into its operations?
UTMD plans to move Orion’s business operations into Femcare’s existing facilities in Romsey after a transition period, using existing infrastructure and resources to substantially dilute overhead expenses as a percentage of UK sales.

Why does UTMD believe the Orion acquisition makes strategic sense for UTMD?
UTMD’s CEO describes Orion as a stable, profitable and affordable business with well-accepted products in a specialized market niche and some growth potential, where distribution can be leveraged through Femcare and UTMD’s existing customer relationships.

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0000706698 false 0000706698 2026-08-31 2026-08-31

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

 

Date of Report (date of earliest event reported): August 31, 2026

 

 

 Commission File No. 001-12575

 

UTAH MEDICAL PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

 

UTAH

 

 

87-0342734

(State or other jurisdiction of

 

 

(I.R.S. Employer

incorporation or organization)

 

 

Identification No.)

 

 

 

 

 

 

 

 

 

 

 

 

7043 South 300 West

                   Midvale, Utah  84047                   

Address of principal executive offices

 

 

 

 

 

 

 

 

 

 

 

 

Registrant's telephone number:

(801) 566-1200

 

 

 

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 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 Disclosure

 

 

 

On August 31, 2026, Utah Medical Products, Inc. announced that its wholly-owned subsidiary, Femcare Ltd, has purchased all of the common shares of Orion Medical Supplies Ltd of the United Kingdom.  A copy of the press release is attached hereto as Exhibit 99.1

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchanges Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

 

UTAH MEDICAL PRODUCTS, INC. 

REGISTRANT 

 

 

Date:        08/31/2026                          By:     /s/ Kevin L. Cornwell                          

    Kevin L. Cornwell 

    CEO 

 

 

 

 

 

EXHIBIT INDEX

 

 

Index

NumberDescription 

 

99.1Press release issued August 31, 2026: Femcare Ltd Acquires Orion Medical Supplies Ltd in the UK 

 

 

EXHIBIT 99.1

 

Femcare Ltd Acquires Orion Medical Supplies Ltd in the UK

 

Contact:  Brian Koopman                                                                  August 31, 2026 

 

Salt Lake City, Utah – Femcare Ltd. (“Femcare”), a wholly-owned subsidiary of Utah Medical Products, Inc. (Nasdaq: UTMD), announces that it has purchased all of the common shares of Orion Medical Supplies Ltd (“ORION”) of the United Kingdom.   

ORION is a niche assembler and distributor, primarily in the UK and Europe, of Harm Reduction medical devices. Harm Reduction refers to programs and practices that aim to minimize negative health, social and legal impacts associated with drug use, drug policies and drug laws. ORION’s kits incorporate devices that are designed to reduce the spread of blood borne infections, harmful drug litter and overdose injuries and deaths, along with negative social impacts on, or caused by, drugs users.  

As a private UK company since 2008, ORION developed specialized products designed to eliminate blood borne viruses and infections in a high-risk population which is not expected to decline. The former owners decided to retire.

Although the devices are not synergistic from a medical use perspective with UTMD’s other devices, they are well-accepted by the NHS and by other European country organizations where Femcare and UTMD distribute other proprietary medical devices.   

The main benefit of the acquisition is accretion in financial results. ORION will provide a well-established and stable revenue stream, which should add about $6 million to UTMD’s current consolidated annual sales, which also have potential to expand geographically. But the main financial benefit will be taking advantage of existing Femcare infrastructure and resources, which will substantially dilute overhead expenses as a percentage of UK sales. The purchase price was £3.6 million paid from cash reserves. The ORION business operations will be moved into Femcare’s existing facilities in Romsey as soon as practical after a transition period.

According to Kevin Cornwell, UTMD CEO, “This is the kind of acquisition that makes sense for UTMD:  a stable, profitable and affordable business with well-accepted products, in a specialized market niche with some growth potential, where distribution to customers can be leveraged.”

Investors are cautioned that actual results may differ from those projected in any of the Company’s forward-looking statements.  Risk factors that could cause results to differ materially from those projected in any forward-looking statements have been outlined in UTMD’s public disclosure filings with the SEC.  Additional risk factors associated with the acquisition of Orion Medical Supplies Ltd will be outlined in the UTMD SEC 10-Q for the third quarter of 2026 which will be filed by October 15.  For more information about Femcare Ltd., please visit Femcare’s website at www.femcare.co.UK.  For more information about Utah Medical Products, Inc., visit UTMD’s website at www.utahmed.com.

 

 

Source: View Original Filing on SEC EDGAR

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