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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Orthofix Medical Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 5, 2025 |
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): August 05, 2025 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 5, 2025 |
Lease Agreement between Armada Drive Carlsbad LLC and Orthofix Medical Inc dated April 1, 2025 Exhibit 10.1 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[*]”. SUCH OMITTED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. LEASE BY AND BETWEEN ARMADA DRIVE CARLSBAD LLC, a Delaware limited liability company, as Landlord, AND ORTHOFIX MEDICAL, INC., a |
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| August 5, 2025 |
Clear Course for Profitable Growth 2Q 2025 Earnings Call August 5, 2025 Clear Course for Profitable Growth 2Q 2025 Earnings Call August 5, 2025 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, intentions, plans, expectations, estimates, forecasts and projections. |
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| August 5, 2025 |
Orthofix Reports Second Quarter 2025 Financial Results Exhibit 99.1 News Release Orthofix Reports Second Quarter 2025 Financial Results LEWISVILLE, Texas — August 5, 2025 — Orthofix Medical Inc. (NASDAQ:OFIX), a leading global medical technology company, today reported its financial results for the second quarter ended June 30, 2025, and reaffirmed its full-year 2025 financial guidance. All pro forma measures contained within this release exclude the |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| June 20, 2025 |
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 18, 2025 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 30, 2025 |
Conflict Minerals Report of Orthofix Medical Inc. Exhibit 1.01 Orthofix Medical Inc. Conflict Minerals Report For the Reporting Period from January 1, 2024 to December 31, 2024 This Conflict Minerals Report ("Report") of Orthofix Medical Inc. ("Orthofix" also referred to as "we," "us," or "our") has been prepared for the reporting period from January 1, 2024 to December 31, 2024 (the "Reporting Period"), pursuant to Rule 13p-1 (the "Rule") promul |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report ORTHOFIX MEDICAL INC. |
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| May 6, 2025 |
2025 RSU Agreement for 2012 LTIP Exhibit 10.4 ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN Time-Based Vesting Restricted Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Award Recipient named below, on the Grant Date set forth below, the specified number of time-based vesting restricted stock units (the “RSUs”) relating to shares |
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| May 6, 2025 |
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): May 06, 2025 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 6, 2025 |
Orthofix Reports First Quarter 2025 Financial Results Exhibit 99.1 News Release Orthofix Reports First Quarter 2025 Financial Results LEWISVILLE, Texas — May 6, 2025 — Orthofix Medical Inc. (NASDAQ:OFIX), a leading global medical technology company, today reported its financial results for the first quarter ended March 31, 2025, updated its full-year 2025 net sales guidance, and reaffirmed its full-year 2025 non-GAAP adjusted EBITDA and positive free |
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| May 6, 2025 |
2025 Stock Option Agreement 2012 LTIP Exhibit 10.6 ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN Time-Based Vesting Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Award Recipient named below, on the Grant Date set forth below, the right and option to purchase a specified number of Stock (“Common Shares”), at the exerci |
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| May 6, 2025 |
2025 PSU Agreement for SeaSpine 2015 Plan Exhibit 10.7 ORTHOFIX MEDICAL INC.’S SEASPINE HOLDINGS CORPORATION AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN, AS AMENDED Performance-Based Vesting Restricted Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), which in its capacity as the acquiror of and successor to SeaSpine Holdings Corporation (“SeaSpine”) has assumed SeaSpine’s Amended and |
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| May 6, 2025 |
Orthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan, as amended Exhibit 10.1 ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN, AS AMENDED MACROBUTTON DocID \\4143-0248-6101 v1 TABLE OF CONTENTS 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 6 3.1 Committee. 6 3.2 Board. 7 3.3 Terms of Awards. 8 3.4 Forfeiture; Recoupment 8 3.5 No Repricing. 9 3.6 Deferral Arrangement. 9 3.7 No Liability. 9 3.8 Stock Issuance; Book-Entry. 9 |
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| May 6, 2025 |
2025 Stock Option Agreement for SeaSpine 2015 Plan Exhibit 10.5 ORTHOFIX MEDICAL INC.’S SEASPINE HOLDINGS CORPORATION AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN, AS AMENDED Time-Based Vesting Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), which in its capacity as the acquiror of and successor to SeaSpine Holdings Corporation (“SeaSpine”) has assumed SeaSpine’s Amended and Re |
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| May 6, 2025 |
2025 RSU Agreement for SeaSpine 2015 Plan Exhibit 10.3 ORTHOFIX MEDICAL INC.’S SEASPINE HOLDINGS CORPORATION AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN, AS AMENDED Time-Based Vesting Restricted Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), which in its capacity as the acquiror of and successor to SeaSpine Holdings Corporation (“SeaSpine”) has assumed SeaSpine’s Amended and Restat |
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| May 6, 2025 |
Clear Course for Profitable Growth 1Q 2025 Earnings Call May 6, 2025 Clear Course for Profitable Growth 1Q 2025 Earnings Call May 6, 2025 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, intentions, plans, expectations, estimates, forecasts and projections. |
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| May 6, 2025 |
Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan, as amended Exhibit 10.2 ORTHOFIX MEDICAL INC. SECOND AMENDED AND RESTATED STOCK PURCHASE PLAN, AS AMENDED 1. Purpose The purpose of the Plan is to encourage eligible employees and directors to become owners of common stock of Orthofix Medical Inc., thereby giving them a greater interest in the growth and success of its business. 2. Definitions The following definitions are used throughout the Plan: (a) “Boar |
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| May 6, 2025 |
2025 PSU Agreement for 2012 LTIP Exhibit 10.8 ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN Performance-Based Vesting Restricted Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Award Recipient named below, on the Grant Date set forth below, the specified number of performance-based vesting restricted stock units (“PSUs”) describe |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 7, 2025 |
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement 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): April 01, 2025 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 12, 2025 |
Orthofix Announces Appointment of Vickie Capps to Board of Directors Exhibit 99.1 News Release Orthofix Announces Appointment of Vickie Capps to Board of Directors LEWISVILLE, Texas — March 12, 2025 — Orthofix Medical Inc. (NASDAQ:OFIX), a leading global medical technology company, today announced the appointment of Vickie Capps to the Company's Board of Directors, effective March 11, 2025. “Vickie brings a wealth of experience to our Board at a pivotal stage for O |
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| March 12, 2025 |
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 11, 2025 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 25, 2025 |
As filed with the Securities and Exchange Commission February 25, 2025 As filed with the Securities and Exchange Commission February 25, 2025 Registration Statement No. |
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| February 25, 2025 |
Clear Course for Profitable Growth 4Q and Full-Year 2024 Earnings Call February 25, 2025 Clear Course for Profitable Growth 4Q and Full-Year 2024 Earnings Call February 25, 2025 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, intentions, plans, expectations, estimates, forecasts and projections. |
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| February 25, 2025 |
Exh 19.1 GLOBAL POLICY Policy Number LE2 Topic: insider trading and related matters Version: 4 Owner: Legal Effective Date: December 10, 2024 I. POLICY STATEMENT Orthofix Medical Inc. (together with its direct and indirect subsidiaries, “Orthofix” or the “Company”) is committed to complying with the federal securities laws of the United States and to helping prevent insider trading by assisting it |
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| February 25, 2025 |
Exhibit 99.1 News Release Orthofix Reports Fourth Quarter and Full-Year 2024 Results and Provides 2025 Financial Guidance Record Results Reflect Strong Execution as Company Focuses on Most Profitable Growth Opportunities in Spine, Orthopedics and Bone Growth Therapies LEWISVILLE, Texas — February 25, 2025 — Orthofix Medical Inc. (NASDAQ:OFIX), a leading global medical technology company, today rep |
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| February 25, 2025 |
Form of Subordinated Debt Indenture. Exhibit 4.4 INDENTURE DATED AS OF , 20 BETWEEN ORTHOFIX MEDICAL INC. as Issuer, AND as Trustee Providing for Issuance of Subordinated Debt Securities in Series Table of Contents Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions. 1 Section 1.02 Compliance Certificates and Opinions. 6 Section 1.03 Form of Documents Delivered to Trustee. 6 Section 1.04 |
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| February 25, 2025 |
Exhibit 21.1 The following is a list of our significant subsidiaries: Company Country of Incorporation Ultimate Ownership by Parent Orthofix Australia Pty. Ltd. Australia 100% Orthofix do Brasil Ltda. Brazil 100% Orthofix France SAS France 100% Orthofix GmbH Germany 100% Orthofix Spine GmbH Germany 100% Orthofix S.r.l. Italy 100% Orthofix Netherlands B.V. Netherlands 100% Implantes y Sistemas Medi |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| February 25, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Orthofix Medical Inc. |
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| February 25, 2025 |
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): February 25, 2025 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 25, 2025 |
Form of Senior Debt Indenture. Exhibit 4.2 INDENTURE DATED AS OF , 20 BETWEEN ORTHOFIX MEDICAL INC. as Issuer, AND as Trustee Providing for Issuance of Senior Debt Securities in Series Table of Contents Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions. 1 Section 1.02 Compliance Certificates and Opinions. 6 Section 1.03 Form of Documents Delivered to Trustee. 6 Section 1.04 Acts |
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| January 7, 2025 |
Exhibit 99.A SCHEDULE A Transactions in Securities of the Issuer During the Past Sixty Days Reporting Person Date of Transaction Number of Shares Acquired Price Per Share* Low Price High Price Juniper Targeted Opportunity Fund, L.P. December 2, 2024 7,101 $19.22 $19.165 $19.25 Juniper Targeted Opportunity Fund, L.P. December 3, 2024 3,300 $19.12 $19.00 $19.25 Juniper Targeted Opportunity Fund, L.P |
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| November 14, 2024 |
OFIX / Orthofix Medical Inc. / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 8, 2024 |
LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 7, 2024 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as administrative agent and as collateral agent (in such capacities, together with its successors or assigns, “Agent”), the lenders listed on Schedule 1. |
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| November 8, 2024 |
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): November 07, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 7, 2024 |
Exhibit 99.1 News Release Orthofix Reports Third Quarter 2024 Results, Reiterates Full-Year 2024 Financial Guidance, and Introduces New Three-Year Financial Targets Building on Positive Momentum from Compelling Combination of Profitable, Above-Market Growth with a Stronger Financial Profile LEWISVILLE, Texas — November 7, 2024 — Orthofix Medical Inc. (NASDAQ:OFIX), a leading global medical technol |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 7, 2024 |
Clear Course for Profitable Growth Investor Presentation November 7, 2024 Clear Course for Profitable Growth Investor Presentation November 7, 2024 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, intentions, plans, expectations, estimates, forecasts and projections. |
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| November 7, 2024 |
Exhibit 10.8 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 10, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Max Reinhardt (the “Executive”). RECITALS WHEREAS, the Executive is expected to make si |
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| November 7, 2024 |
Exhibit 10.9 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of August 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Patrick Fisher (the “Executive”). RECITALS WHEREAS, the Executive is expected to make |
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| November 7, 2024 |
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): November 07, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 15, 2024 |
As filed with the Securities and Exchange Commission on August 15, 2024 As filed with the Securities and Exchange Commission on August 15, 2024 Registration No. |
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| August 15, 2024 |
Orthofix Medical Inc. 2024 PGO Inducement Plan – Nonqualified Stock Option Grant Agreement Exhibit 4.5 ORTHOFIX MEDICAL INC. 2024 PGO INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan |
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| August 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orthofix Medical, Inc. |
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| August 15, 2024 |
Orthofix Medical Inc. 2024 PGO Inducement Plan Exhibit 4.2 ORTHOFIX MEDICAL INC. 2024 PGO INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement materi |
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| August 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orthofix Medical, Inc. |
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| August 15, 2024 |
Orthofix Medical Inc. 2024 PGO Inducement Plan – Time-Based Stock Unit Grant Agreement Exhibit 4.4 ORTHOFIX MEDICAL INC. 2024 PGO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the vest |
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| August 15, 2024 |
Orthofix Medical Inc. 2024 PGO Inducement Plan – Performance Stock Unit Grant Agreement Exhibit 4.3 ORTHOFIX MEDICAL INC. 2024 PGO Inducement plan Performance Stock Unit Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performance goa |
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| August 15, 2024 |
As filed with the Securities and Exchange Commission on August 15, 2024 As filed with the Securities and Exchange Commission on August 15, 2024 Registration No. |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 6, 2024 |
2nd Quarter 2024 Earnings Call August 6, 2024 2nd Quarter 2024 Earnings Call August 6, 2024 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. |
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| August 6, 2024 |
Orthofix Reports Second Quarter 2024 Results and Raises Full-Year 2024 Financial Guidance Exhibit 99.1 News Release Orthofix Reports Second Quarter 2024 Results and Raises Full-Year 2024 Financial Guidance LEWISVILLE, Texas — August 6, 2024 — Orthofix Medical Inc. (NASDAQ:OFIX) today reported its financial results for the second quarter ended June 30, 2024 and increased its full-year 2024 financial guidance. Recent Highlights • Second quarter 2024 net sales of $198.6 million, an increa |
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| August 6, 2024 |
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): August 06, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| July 30, 2024 |
3451 Plano Parkway | Lewisville, Texas 75056 | 214.937.2000 July 30, 2024 BY EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Fay Li Xiao Re: Orthofix Medical Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 5, 2024 File No. 000-19961 Ladies and Gentlemen: Set forth below are the responses |
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| July 15, 2024 |
As filed with the Securities and Exchange Commission on July 15, 2024 As filed with the Securities and Exchange Commission on July 15, 2024 Registration No. |
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| July 15, 2024 |
Exhibit 4.2 ORTHOFIX MEDICAL INC. 2024 CHRO INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement mater |
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| July 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orthofix Medical, Inc. |
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| July 15, 2024 |
Exhibit 4.3 ORTHOFIX MEDICAL INC. 2024 CHRO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the ves |
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| July 15, 2024 |
Exhibit 4.4 ORTHOFIX MEDICAL INC. 2024 CHRO INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Pla |
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| June 20, 2024 |
Amendment No. 4 to the Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan Exhibit 10.2 AMENDMENT NO. 4 TO ORTHOFIX MEDICAL INC. SECOND AMENDED AND RESTATED STOCK PURCHASE PLAN The Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan (as amended to date, the “Plan”) is hereby amended as follows: Section 3(a) of the Plan is amended and restated in its entirety to read in full as follows: “The total number of shares of Orthofix Stock reserved and available |
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| June 20, 2024 |
Amendment No. 5 to the Orthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan Exhibit 10.1 AMENDMENT NO. 5 TO THE ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN The Orthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan (as amended to date, the “Plan”) is hereby amended as follows: 1. The phrase “Eleven Million Two Hundred Seventy-Five Thousand (11,275,000) shares” in Section 4.1(a) of the Plan is replaced with the phrase “Sixteen |
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| June 20, 2024 |
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 18, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 17, 2024 |
Orthofix Medical Inc. 2024 PGO&Q Inducement Plan – Nonqualified Stock Option Grant Agreement Exhibit 4.5 ORTHOFIX MEDICAL INC. 2024 PGO&Q INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Pl |
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| June 17, 2024 |
As filed with the Securities and Exchange Commission on June 17, 2024 As filed with the Securities and Exchange Commission on June 17, 2024 Registration No. |
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| June 17, 2024 |
Orthofix Medical Inc. 2024 PGO&Q Inducement Plan Exhibit 4.2 ORTHOFIX MEDICAL INC. 2024 PGO&Q INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement mate |
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| June 17, 2024 |
Orthofix Medical Inc. 2024 PGO&Q Inducement Plan – Performance Stock Unit Grant Agreement Exhibit 4.3 ORTHOFIX MEDICAL INC. 2024 PGO&Q Inducement plan Performance Stock Unit Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performance g |
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| June 17, 2024 |
Orthofix Medical Inc. 2024 PGO&Q Inducement Plan – Time-Based Stock Unit Grant Agreement Exhibit 4.4 ORTHOFIX MEDICAL INC. 2024 PGO&Q INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the ve |
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| June 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orthofix Medical, Inc. |
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| June 10, 2024 |
Orthofix Medical Inc. 2024 CIR&CO Inducement Plan – Nonqualified Stock Option Grant Agreement Ex-4.10 ORTHOFIX MEDICAL INC. 2024 CIR&CO INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan, |
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| June 10, 2024 |
ORTHOFIX MEDICAL INC. 2024 PGS INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan, at the exe |
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| June 10, 2024 |
Ex-4.4 ORTHOFIX MEDICAL INC. 2024 PGS INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the vesting s |
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| June 10, 2024 |
Orthofix Medical Inc. 2024 CIR&CO Inducement Plan – Time-Based Stock Unit Grant Agreement Ex-4.9 ORTHOFIX MEDICAL INC. 2024 CIR&CO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the vestin |
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| June 10, 2024 |
Orthofix Medical Inc. 2024 CIR&CO Inducement Plan – Performance Stock Unit Grant Agreement Ex-4.8 ORTHOFIX MEDICAL INC. 2024 CIR&CO Inducement plan Performance Stock Unit Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performance goals |
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| June 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Orthofix Medical, Inc. |
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| June 10, 2024 |
Orthofix Medical Inc. 2024 PGS Inducement Plan – Performance Stock Unit Grant Agreement Ex-4.3 ORTHOFIX MEDICAL INC. 2024 PGS Inducement plan Performance Stock Unit Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performance goals an |
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| June 10, 2024 |
Orthofix Medical Inc. 2024 CIR&CO Inducement Plan Ex-4.7 ORTHOFIX MEDICAL INC. 2024 CIR&CO INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement material |
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| June 10, 2024 |
As filed with the Securities and Exchange Commission on June 10, 2024 As filed with the Securities and Exchange Commission on June 10, 2024 Registration No. |
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| June 10, 2024 |
Orthofix Medical Inc. 2024 PGS Inducement Plan Ex-4.2 ORTHOFIX MEDICAL INC. 2024 PGS INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement material fo |
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| June 10, 2024 |
Orthofix Medical Inc. 2024 PGS Inducement Plan – Nonqualified Stock Option Grant Agreement Ex-4.6 ORTHOFIX MEDICAL INC. 2024 PGS INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan, at |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report ORTHOFIX MEDICAL INC. |
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| May 31, 2024 |
Conflict Minerals Report of Orthofix Medical Inc. Exhibit 1.01 Orthofix Medical Inc. Conflict Minerals Report For the Reporting Period from January 1, 2023 to December 31, 2023 This Conflict Minerals Report (“Report”) of Orthofix Medical Inc. (“Orthofix” also referred to as “we,” “us,” or “our”) has been prepared for the reporting period from January 1, 2023 to December 31, 2023 (the “Reporting Period”), pursuant to Rule 13p-1 (the “Rule”) promul |
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| May 7, 2024 |
May 2024 Corporate Investor Deck May 2024 Corporate Investor Deck Forward Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 7, 2024 |
Letter agreement, dated as of March 18, 2024, between Orthofix Medical Inc. and Andres Cedron March 18, 2024 Andres Cedron Dear Andres It gives me great pleasure to present this offer of employment with Orthofix Medical, Inc. |
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| May 7, 2024 |
Orthofix Reports First Quarter 2024 Results Exhibit 99.1 Orthofix Reports First Quarter 2024 Results Recent Highlights • Net sales of $188.6 million, an increase of 7.7% on a reported basis and 7.5% on a constant currency basis over prior year • Bone Growth Therapies net sales growth of 10%, marking five consecutive quarters with double-digit net sales increases • U.S. Spine Fixation1 net sales growth of 16%, driven by distribution expansio |
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| May 7, 2024 |
ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of March 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Lucas Vitale (the “Executive”). RECITALS WHEREAS, the Executive is expected to make significant con |
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| May 7, 2024 |
Supplemental Financials 1Q24 Earnings May 7, 2024 Supplemental Financials 1Q24 Earnings May 7, 2024 Forward Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. |
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| May 7, 2024 |
ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Andres Cedron (the “Executive”). RECITALS WHEREAS, the Executive is expected to make significant co |
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| May 7, 2024 |
Letter agreement, dated as of February 2, 2024, between Orthofix Medical Inc. and Lucas Vitale February 2, 2024 Lucas Vitale 1430 Puterbaugh Street San Diego, CA 92103 Dear Lucas: It gives me great pleasure to present this offer of employment with Orthofix Medical, Inc. |
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| May 7, 2024 |
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): May 07, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| May 7, 2024 |
Execution Version AMENDMENT NO. 1 TO FINANCING AGREEMENT This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”), dated as of March 15, 2024, is entered into by and among ORTHOFIX MEDICAL INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the lenders party hereto which constitute the Required Lenders under and as defined in the Financing Agreement, and BLUE TORCH FI |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 22, 2024 |
SC 13D/A 1 sc13da209488ofix04222024.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Orthofix Medical Inc. (Name of Issuer) Common Stock, $0.10 par value per sh |
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| April 22, 2024 |
FIRST AMENDMENT TO COOPERATION AGREEMENT THIS FIRST AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made and entered into as of April 19, 2024, by and among Orthofix Medical Inc. |
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| April 22, 2024 |
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): April 19, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 22, 2024 |
begin 644 ex991to13da209488ofix042224.pdf M)5!$1BTQ+C8-)>+CS],-"C0Q(# @;V)J#3P\+TQI;F5A258XL M810\M?'@P5,;3VU@8(AH< "JXFA 500T0I2!X=0Y(,T%Q+Q@0Z,9^!D%N!>8 M:B0Z'&-<=UBH[3/-J$,!C;[2PL@MDHQ, :W FE&()( "# ?;\CLPT*96YD M7!E+U!A9V4^/@UE M;F1O8FH-#0@,"!O8FH-/#PO1FEL=&5R+T9L871E1&5C;V1E+T9I/;:&"68M4\HPZYA47C'KF32A8$='?-K>5TW'0B'Y]-?BIG[H'IE1CI^4 M3V=5O7CLF!6"?ZGZ;1,E'3]=EHN6:<-/UTTWFZU?;B?6!C;1RC,EA&!26' |
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| April 16, 2024 |
Exhibit 4.3 ORTHOFIX MEDICAL INC. 2024 CLO Inducement plan Performance Stock Unit Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performance goa |
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| April 16, 2024 |
Orthofix Medical Inc. 2024 CLO Inducement Plan Exhibit 4.2 ORTHOFIX MEDICAL INC. 2024 CLO INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement materi |
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| April 16, 2024 |
As filed with the Securities and Exchange Commission on April 15, 2024 As filed with the Securities and Exchange Commission on April 15, 2024 Registration No. |
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| April 16, 2024 |
Exhibit 4.4 ORTHOFIX MEDICAL INC. 2024 CLO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the vest |
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| April 16, 2024 |
Exhibit 4.5 ORTHOFIX MEDICAL INC. 2024 CLO INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan |
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| April 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ORTHOFIX MEDICAL INC. |
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| April 12, 2024 |
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): April 11, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 15, 2024 |
Exhibit 4.2 ORTHOFIX MEDICAL INC. 2024 CP&BOO INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement mat |
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| March 15, 2024 |
As filed with the Securities and Exchange Commission on March 15, 2024 As filed with the Securities and Exchange Commission on March 15, 2024 Registration No. |
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| March 15, 2024 |
Exhibit 4.5 ORTHOFIX MEDICAL INC. 2024 CP&BOO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the v |
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| March 15, 2024 |
Exhibit 4.4 ORTHOFIX MEDICAL INC. 2024 CP&BOO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the v |
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| March 15, 2024 |
Orthofix Medical Inc. 2024 CFO Inducement Plan – Nonqualified Stock Option Grant Agreement Exhibit 4.6 ORTHOFIX MEDICAL INC. 2024 CP&BOO INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the P |
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| March 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ORTHOFIX MEDICAL INC. |
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| March 15, 2024 |
Orthofix Medical Inc. 2024 CP&BOO Inducement Plan – Performance Stock Unit Grant Agreement Exhibit 4.3 ORTHOFIX MEDICAL INC. 2024 CP&BOO Inducement plan Performance Stock Unit Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performance |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| March 5, 2024 |
Amendment No. 4 to the Orthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan. Exhibit 10.21 AMENDMENT NO. 4 TO THE ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN The Orthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan (as amended to date, the “Plan”) is hereby amended as follows: 1. The phrase “Eight Million Three Hundred Seventy-Five Thousand (8,375,000) shares” in Section 4.1(a) of the Plan is replaced with the phrase "Eleven |
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| March 5, 2024 |
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 05, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 5, 2024 |
Exhibit 21.1 The following is a list of our significant subsidiaries: Company Country of Incorporation Ultimate Ownership by Parent Orthofix Australia Pty. Ltd. Australia 100% Orthofix do Brasil Ltda. Brazil 100% Orthofix S.A. France 100% Orthofix GmbH Germany 100% Orthofix Spine GmbH Germany 100% Orthofix S.r.l. Italy 100% Orthofix Netherlands B.V. Netherlands 100% Implantes y Sistemas Medicos, I |
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| March 5, 2024 |
Incentive Compensation Recovery Policy Exhibit 97.1 Orthofix Medical Inc. Incentive Compensation Recovery Policy Introduction Orthofix Medical, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (this “Policy”) to foster a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy with respect to executive compensation. This Policy is inte |
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| March 5, 2024 |
Corporate Investor Deck March 2024 Corporate Investor Deck March 2024 Forward Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. |
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| March 5, 2024 |
Supplemental Financials 4Q23 and FY23 Earnings March 5, 2024 Supplemental Financials 4Q23 and FY23 Earnings March 5, 2024 Forward Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. |
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| March 5, 2024 |
Amendment No. 3 to the Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan. Exhibit 10.16 AMENDMENT NO. 3 TO ORTHOFIX MEDICAL INC. SECOND AMENDED AND RESTATED STOCK PURCHASE PLAN The Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan (as amended to date, the “Plan”) is hereby amended as follows: Section 3(a) of the Plan is amended and restated in its entirety to read in full as follows: “The total number of shares of Orthofix Stock reserved and availabl |
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| March 5, 2024 |
Orthofix Reports Fourth Quarter and Full Year 2023 Results Exhibit 99.1 Orthofix Reports Fourth Quarter and Full Year 2023 Results Recent Highlights • Fourth quarter 2023 net sales of $200.4 million, an increase of 64% on a reported basis and 7% on a pro forma constant currency basis • Bone Growth Therapies net sales growth of 15% for the fourth quarter of 2023, marking four consecutive quarters with double-digit net sales increases, representing the stro |
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| February 14, 2024 |
OFIX / Orthofix Medical Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-ofix123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orthofix Medical Inc. (Name of Issuer) Common stock, $0.10 par value per share (Title of Class of Securities) 68752M108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 13, 2024 |
OFIX / Orthofix Medical Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01631-orthofixmedicalinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Orthofix Medical Inc Title of Class of Securities: Common Stock CUSIP Number: 68752M108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desi |
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| February 12, 2024 |
OFIX / Orthofix Medical Inc. / Rubric Capital Management LP - SC 13G Passive Investment SC 13G 1 tm245464d13sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orthofix Medical Inc. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 68752M108 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate b |
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| January 17, 2024 |
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, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 17, 2024 |
Julie Andrews Begins as New Chief Financial Officer at Orthofix Exhibit 99.1 News Release Julie Andrews Begins as New Chief Financial Officer at Orthofix LEWISVILLE, TEXAS — January 16, 2024 — Orthofix Medical Inc. (NASDAQ:OFIX), a leading global spine and orthopedics company, today announced that Julie Andrews has officially stepped into the role of Chief Financial Officer (CFO). A seasoned executive, Ms. Andrews previously served as CFO for Smart Wires Techn |
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| January 17, 2024 |
Exhibit 10.1 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of January 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Julie Andrews (the “Executive”). RECITALS WHEREAS, the Executive is expected to make |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024 As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. |
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| January 12, 2024 |
Exhibit 4.3 ORTHOFIX MEDICAL INC. 2024 CFO Inducement plan Performance Stock Unit GRANT Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performan |
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| January 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ORTHOFIX MEDICAL INC. |
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| January 12, 2024 |
Exhibit 4.2 ORTHOFIX MEDICAL INC. 2024 CFO INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement materi |
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| January 12, 2024 |
Exhibit 4.5 ORTHOFIX MEDICAL INC. 2024 CFO INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan |
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| January 12, 2024 |
Exhibit 4.4 ORTHOFIX MEDICAL INC. 2024 CFO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the vest |
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| January 9, 2024 |
ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of January 8, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Massimo Calafiore (the “Executive”). RECITALS WHEREAS, the Executive is expected to make significa |
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| January 9, 2024 |
Orthofix Medical Inc. Announces Preliminary 2023 Fourth Quarter and Full-Year Net Sales Results Exhibit 99.1 Orthofix Medical Inc. Announces Preliminary 2023 Fourth Quarter and Full-Year Net Sales Results • Net sales of $200.3 million, an increase of 64% on a reported basis and an increase of 8% on a pro forma basis • Bone Growth Therapies growth of 15%, marking four consecutive quarters with double-digit net sales increases, and representing the strongest quarter of Bone Growth Therapies sa |
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| January 9, 2024 |
January 4, 2024 Julie Andrews 25 Lancaster Drive Arlington, TN 38002 Dear Julie: It gives me great pleasure to present this offer of employment with Orthofix Medical, Inc. |
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| January 9, 2024 |
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 08, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ORTHOFIX MEDICAL INC. |
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| January 8, 2024 |
Exhibit 4.5 ORTHOFIX MEDICAL INC. 2024 CEO INDUCEMENT PLAN Nonqualified Stock Option Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the right and option to purchase a specified number of shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan |
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| January 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 08, 2024 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 8, 2024 |
Exhibit 99.1 News Release Orthofix Provides Executive Management Business Update and Appoints Julie Andrews as Chief Financial Officer • Massimo Calafiore begins as President and Chief Executive Officer, effective immediately • Julie Andrews is appointed as Chief Financial Officer, assuming the role effective January 15, 2024 LEWISVILLE, TEXAS — January 8, 2024 — Orthofix Medical Inc. (NASDAQ: OFI |
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| January 8, 2024 |
Exhibit 4.4 ORTHOFIX MEDICAL INC. 2024 CEO INDUCEMENT PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”), under the Plan, subject to the vest |
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| January 8, 2024 |
Exhibit 4.3 ORTHOFIX MEDICAL INC. 2024 CEO Inducement plan Performance Stock Unit GRANT Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants performance stock units (the “Performance Stock Units”) relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) to the Grantee named below, subject to the achievement of performan |
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| January 8, 2024 |
Exhibit 4.2 ORTHOFIX MEDICAL INC. 2024 CEO INDUCEMENT PLAN 1. PURPOSE The purpose of the Plan is to enable Orthofix Medical Inc. (the “Company”) to award Options and Stock Units to individuals not previously an employee or director of the Company or any of its Subsidiaries or following a bona fide period of non-employment with the Company or any of its Subsidiaries, to provide an inducement materi |
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| January 8, 2024 |
As filed with the Securities and Exchange Commission on January 8, 2024 As filed with the Securities and Exchange Commission on January 8, 2024 Registration No. |
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| December 15, 2023 |
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): December 11, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 15, 2023 |
Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2023, by and among Orthofix Medical Inc., a Delaware corporation (the “Company”), and the entities and individuals set forth on the signatures pages hereto (collectively with each of their respective Affiliates, the “Investor Group”). WHEREAS, as of the date hereof, the Inve |
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| December 15, 2023 |
Exhibit 99.1 Orthofix Medical Inc. 3451 Plano Parkway Lewisville, TX 75056 USA Tel 214 937 2000 Orthofix.com News Release Orthofix Announces Agreement with Engine Capital and Appointment of Three New Independent Directors to Further Advance Position as Leading Global Spine and Orthopedics Company Three New Directors Bring Substantial Finance, Strategic Development, Healthcare and MedTech Experienc |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Orthofix Medical Inc. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 68752M108 (CUSIP Number) ANDREW FREEDMAN, |
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| December 13, 2023 |
EX-99.1 2 ex991to13da109488ofix121323.htm COOPERATION AGREEMENT, DATED DECEMBER 11, 2023 Exhibit 99.1 Execution Version COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2023, by and among Orthofix Medical Inc., a Delaware corporation (the “Company”), and the entities and individuals set forth on the signatures pages hereto (collectivel |
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| December 1, 2023 |
Exhibit 10.1 November 27, 2023 Massimo Calafiore Via L. Castelvetro 18 Modena, Italy 41124 Dear Massimo: It gives me great pleasure to present this offer of employment with Orthofix Medical, Inc. (with its subsidiaries and affiliates, “Orthofix”). Position: The position we are offering you is that of President and Chief Executive Officer. We also expect that the Orthofix Board of Directors will ap |
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| December 1, 2023 |
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): November 27, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 1, 2023 |
Exhibit 99.1 Orthofix Medical Inc. 3451 Plano Parkway Lewisville, TX 75056 USA Tel 214 937 2000 Orthofix.com News Release Orthofix Names Massimo Calafiore as President and Chief Executive Officer Value-Building Medical Device Executive with 20-Year Record of Driving Market-Leading Growth Across Orthopedics and Spine Businesses Global Leader with Extensive M&A Integration Expertise and Commercial a |
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| November 8, 2023 |
ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 21, 2023 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Puja Leekha (the “Executive”). RECITALS WHEREAS, the Executive is expected to make significant contr |
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| November 8, 2023 |
Orthofix Reports Third Quarter 2023 Results Exhibit 99.1 Orthofix Reports Third Quarter 2023 Results • In November 2023, entered into a new four-year financing agreement with borrowing capacity of up to $150 million • Net sales of $184.0 million, an increase of 61% on a reported basis and an increase of 8% on a pro forma basis when normalizing for a one-time stocking order that occurred in the third quarter of 2022 for SeaSpine • Bone Growt |
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| November 8, 2023 |
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): November 08, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 8, 2023 |
ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Award Recipient named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan |
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| November 8, 2023 |
ORTHOFIX MEDICAL INC. SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of October 2, 2023 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Geoffrey C. Gillespie (the “Executive”). RECITALS WHEREAS, the Executive is expected to make significant contributions t |
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| November 8, 2023 |
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): November 06, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 8, 2023 |
Corporate Investor Deck November 2023 Corporate Investor Deck November 2023 Forward Looking Statements This presentation contains forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. |
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| November 8, 2023 |
As filed with the Securities and Exchange Commission on November 8, 2023 As filed with the Securities and Exchange Commission on November 8, 2023 Registration No. |
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| November 8, 2023 |
Exhibit 10.1 Execution Version FINANCING AGREEMENT Dated as of November 6, 2023 by and among ORTHOFIX MEDICAL INC., as the Borrower, the Parent and the Company AND EACH SUBSIDIARY OF THE PARENT LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE LLC, as Administrative Agent and Collateral Agent FOR PURPO |
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| November 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ORTHOFIX MEDICAL INC. |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 8, 2023 |
ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Award Recipient named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan |
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| November 3, 2023 |
OFIX / Orthofix Medical Inc / ENGINE CAPITAL, L.P. - THE SCHEDULE 13D Activist Investment SC 13D 1 sc13d09488ofix11032023.htm THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Orthofix Medical Inc. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of S |
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| November 3, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.10 par value per share, of Orthofix Medical Inc., a Delaware corporation. This Joint Filing A |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Orthofix Medical Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 68752M108 (CUSIP Number) October 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| October 5, 2023 |
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): October 04, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 3, 2023 |
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): September 27, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 14, 2023 |
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): September 11, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or other jurisdiction of incorporation) (Commission |
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| September 14, 2023 |
Exhibit 99.1 Orthofix Announces Leadership Changes 9/12/2023 Catherine Burzik Appointed Interim Chief Executive Officer Geoffrey Gillespie Appointed Interim Chief Financial Officer Puja Leekha Appointed Interim Chief Legal Officer LEWISVILLE, Texas - (BUSINESS WIRE) - Orthofix Medical Inc. (NASDAQ: OFIX), a leading global spine and orthopedics company, today announced that Catherine Burzik, Chair |
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| August 8, 2023 |
Orthofix Reports Second Quarter 2023 Results and Raises Revenue and Adjusted EBITDA Guidance Exhibit 99.1 Orthofix Reports Second Quarter 2023 Results and Raises Revenue and Adjusted EBITDA Guidance • Net sales of $187.0 million, an increase of 58% on a reported basis and 7% on a pro forma constant currency basis over prior year • Bone Growth Therapies growth of 10%, marking two consecutive quarters with double-digit net sales increases, with growth coming from both spine and fracture com |
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| August 8, 2023 |
Corporate Investor Deck August 2023 Corporate Investor Deck August 2023 Forward Looking Statements This presentation contains forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. |
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| August 8, 2023 |
Amended and Restated Bylaws, as amended (marked to show changes against prior version) ORTHOFIX MEDICAL INC. AMENDED AND RESTATED B Y L A W S Article I OFFICES Section 1 Offices. The registered office of the Corporation shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) may from time to time determine or as may be |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 8, 2023 |
Amended and Restated Certificate of Incorporation (marked to show changes against prior version) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORTHOFIX MEDICAL INC. CERTIFICATE OF INCORPORATION Orthofix Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: The Company’s present name and the name under which it was originally incorporated is Orthofix Medical Inc., and its original certificate of incorp |
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| August 8, 2023 |
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): August 08, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 21, 2023 |
Exhibit 10.1 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 19, 2023 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Keith C. Valentine (the “Executive”). RECITALS WHEREAS, the Executive is expected to ma |
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| June 21, 2023 |
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 19, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 21, 2023 |
Exhibit 10.5 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 19, 2023 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Patrick L. Keran (the “Executive”). RECITALS WHEREAS, the Executive is expected to make |
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| June 21, 2023 |
Exhibit 10.3 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 19, 2023 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Kimberley A. Elting (the “Executive”). RECITALS WHEREAS, the Executive is expected to m |
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| June 21, 2023 |
Change in Control and Severance Agreement, date June 19, 2023, between the Company and Kevin Kenny Exhibit 10.4 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 19, 2023 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Kevin J. Kenny (the “Executive”). RECITALS WHEREAS, the Executive is expected to make s |
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| June 21, 2023 |
Exhibit 10.2 ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 19, 2023 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and John Bostjancic (the “Executive”). RECITALS WHEREAS, the Executive is expected to make |
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| June 20, 2023 |
Exhibit 3.2 ORTHOFIX MEDICAL INC. AMENDED AND RESTATED B Y L A W S Article I OFFICES Section 1 Offices. The registered office of the Corporation shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) may from time to time determine o |
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| June 20, 2023 |
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 19, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 20, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORTHOFIX MEDICAL INC. Orthofix Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: The Company’s present name and the name under which it was originally incorporated is Orthofix Medical Inc., and its original certificate of incorporation was filed |
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| June 20, 2023 |
Exhibit 99.1 Orthofix Medical Inc. 3451 Plano Parkway Lewisville, TX 75056 USA Tel 214 937 2000 Orthofix.com News Release Orthofix Announces Changes to Board of Directors LEWISVILLE, TEXAS — June 20, 2023 — Orthofix Medical Inc. (NASDAQ:OFIX), a leading global spine and orthopedics company, today announced that Catherine Burzik has been re-appointed as the Chair of the Company’s Board of Directors |
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| June 15, 2023 |
Exhibit 10.1 Execution Version LIMITED CONSENT, LIMITED WAIVER AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS LIMITED CONSENT, LIMITED WAIVER AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Limited Consent and Amendment”), dated as of June 13, 2023 (the “Limited Consent Effective Date”), is among ORTHOFIX MEDICAL INC., a Delaware corporation ( |
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| June 15, 2023 |
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 13, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 30, 2023 |
Conflict Minerals Report of Orthofix Medical Inc. Exhibit 1.01 Orthofix Medical Inc. Conflict Minerals Report For the Reporting Period from January 1, 2022 to December 31, 2022 This Conflict Minerals Report (“Report”) of Orthofix Medical Inc. (“Orthofix” also referred to as “we,” “us,” or “our”) has been prepared for the reporting period from January 1, 2022 to December 31, 2022 (the “Reporting Period”), pursuant to Rule 13p-1 (the “Rule”) promul |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report ORTHOFIX MEDICAL INC. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 9, 2023 |
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): May 09, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| May 9, 2023 |
Orthofix Reports First Quarter 2023 Results Exhibit 99.1 Orthofix Reports First Quarter 2023 Results • Net sales of $175.2 million, an increase of 65% on a reported basis and 12% on a pro forma constant currency basis over prior year • Bone Growth Therapies growth of 14%, with growth coming from both spine and fracture commercial channels • U.S. spinal implant sales up 18% over prior year on a pro forma basis, driven by new distribution and |
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| April 27, 2023 |
Amendment No. 4 to the Orthofix Medical Inc. Amended and Restated 2012 Long-Term Incentive Plan UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 7, 2023 |
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): April 04, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 7, 2023 |
10.1 Letter Agreement, dated April 4, 2023, between the Company and Kevin Kenny. Exhibit 10.1 March 31, 2023 Kevin Kenny c/o Orthofix Medical Inc. 3451 Plano Parkway Lewisville, TX 75056 Dear Kevin, Per our discussions, it gives me great pleasure to present this offer to continue at Orthofix Medical Inc. following the closing of the “merger of equals” transaction with SeaSpine Holdings Corporation (“SeaSpine”), pursuant to which SeaSpine merged into a wholly owned subsidiary o |
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| March 13, 2023 |
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 13, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 6, 2023 |
Orthofix Medical Reports Orthofix and SeaSpine Fourth Quarter and Full-Year 2022 Results Exhibit 99.1 Orthofix Medical Reports Orthofix and SeaSpine Fourth Quarter and Full-Year 2022 Results LEWISVILLE, Texas — March 6, 2023 — (NASDAQ:OFIX) The merger of Orthofix Medical Inc. ("Orthofix") and SeaSpine Holdings Corporation ("SeaSpine") became effective as of January 5, 2023. This news release includes the financial results of stand-alone Orthofix and stand-alone SeaSpine for the fourth |
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| March 6, 2023 |
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 06, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 6, 2023 |
Exhibit 10.24 Employee Nonqualified Stock Option Agreement under the Orthofix Medical Inc. 2012 Long-Term Incentive Plan This Employee Nonqualified Stock Option Agreement (the “Agreement”) is made this day of 20 (the “Grant Date”) between Orthofix Medical Inc., a Delaware corporation (the “Company”), and the person signing this Agreement adjacent to the caption “Optionee” on the signature page her |
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| March 6, 2023 |
Exhibit 10.11 FIRST AMENDMENT TO LEASE This First Amendment to Lease (the "First Amendment") is dated as of March 4, 2022, by and between Lake Midas LLC, a California limited liability company ("Landlord"), and Spinal Kinetics LLC, a Delaware limited liability company (formerly known as Spinal Kinetics, Inc., a Delaware corporation) ("Tenant"), with reference to the following recitals. R E C I T A |
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| March 6, 2023 |
Transition Agreement, dated March 3, 2023, between Orthofix Medical Inc. and Jon Serbousek. Exhibit 10.69 TRANSITION AGREEMENT This Transition Agreement (the “Agreement”) is entered into as of March 3, 2023 (the “Effective Date”) by and among Orthofix Medical Inc. (the “Company”) and Jon Serbousek (the “Executive”) (collectively, the “Parties”). WHEREAS, on January 5, 2023, the Company completed the transactions contemplated by the Agreement and Plan of Merger, dated as of October 10, 20 |
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| March 6, 2023 |
Exhibit 10.6 SECOND AMENDMENT TO LEASE AGREEMENT This SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is executed and entered into effective as of May 12, 2010, by and between AR INDUSTRIAL NO. 1, LTD., a Texas limited partnership ("Landlord") and ORTHOFIX, INC., a Texas corporation ("Tenant"). RECITALS: A. Landlord and Tenant have previously entered into that certain Lease Agreement dated |
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| March 6, 2023 |
Exhibit 10.9 FIFTH AMENDMENT TO LEASE AGREEMENT This Fifth Amendment to Lease Agreement (this “Amendment”) is executed as of January 3, 2019 (the “Effective Date”), between AR INDUSTRIAL NO. 1, LTD., a Texas limited partnership (“Landlord”), and ORTHOFIX INC., a Delaware corporation (formerly a Minnesota corporation) (“Tenant”), for the purpose of amending the Lease (as defined below) between Land |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| March 6, 2023 |
Exhibit 10.1 Execution Version FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 1, 2023 (the “Amendment Effective Date”), is among ORTHOFIX MEDICAL INC., a Delaware corporation (the “Company”), ORTHOFIX US LLC, a Delaware limited liability company (“Orthofix US” and together wi |
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| March 6, 2023 |
Exhibit 10.8 FOURTH AMENDMENT TO LEASE AGREEMENT This FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is executed as of March 13, 2018, by and between AR INDUSTRIAL NO. 1, LTD., a Texas limited partnership (“Landlord”), and ORTHOFIX, INC., a Minnesota corporation (“Tenant”). RECITALS: A. Landlord and Tenant have previously entered into that certain Lease Agreement dated effective as of Febr |
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| March 6, 2023 |
Exhibit 10.4 LEASE AGREEMENT BETWEEN AR INDUSTRIAL NO. 1, LTD., AS LANDLORD, AND ORTHOFIX, INC., AS TENANT Dated February 10, 2009 PROJECT: TO BE CONTRUCTED LEWISVILLE, TEXAS BASIC LEASE INFORMATION Lease Date: February 10, 2009 Landlord: AR Industrial No. 1, Ltd., a Texas limited partnership Tenant: Orthofix, Inc., a Minnesota corporation Premises: That certain space containing 144,624 rentable s |
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| March 6, 2023 |
STANDARD LEASE AGREEMENT (Triple Net) 1. BASIC LEASE PROVISIONS. 1.1 DATE FOR REFERENCE PURPOSES: April 16, 2015 1.2 LANDLORD: Lake Midas LLC, a California limited liability company 1.3 TENANT: Spinal Kinetics, Inc., a Delaware corporation 1.4 PREMISES ADDRESS: 501 Mercury Drive, Sunnyvale, California 1.5 APPROXIMATE RENTABLE AREA OF PREMISES: 25,051 rentable square feed 1.6 USE: Office, administr |
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| March 6, 2023 |
Exhibit 21.1 The following is a list of our significant subsidiaries: Company Country of Incorporation Ultimate Ownership by Parent Orthofix Australia Pty. Ltd. Australia 100% Orthofix do Brasil Ltda. Brazil 100% Orthofix S.A. France 100% Orthofix GmbH Germany 100% Orthofix Spine GmbH Germany 100% Orthofix S.r.l. Italy 100% Orthofix Netherlands B.V. Netherlands 100% Implantes y Sistemas Medicos, I |
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| March 6, 2023 |
Exhibit 10.7 THIRD AMENDMENT TO LEASE AGREEMENT This THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is executed as of December 21, 2017, by and between AR INDUSTRIAL NO. 1, LTD., a Texas limited partnership (“Landlord”), and ORTHOFIX, INC., a Minnesota corporation (“Tenant”). RECITALS: A. Landlord and Tenant have previously entered into that certain Lease Agreement dated effective as of Feb |
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| March 6, 2023 |
Exhibit 10.28 ORTHOFIX MEDICAL INC. 2012 LONG-TERM INCENTIVE PLAN DEFERRED Stock Unit Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants deferred stock units (the “Deferred Stock Units”) relating to shares of the Company’s common stock, par value $0.01 per share (the “Stock”) to the Grantee named below, who is a non-employee member of the Board of Di |
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| March 6, 2023 |
Transition Agreement, dated March 3, 2023, between Orthofix Medical Inc. and Doug Rice. Exhibit 10.70 TRANSITION AGREEMENT This Transition Agreement (the “Agreement”) is entered into as of March 3, 2023 (the “Effective Date”) by and among Orthofix Medical Inc. (the “Company”) and Doug Rice (the “Executive”) (collectively, the “Parties”). WHEREAS, on January 5, 2023, the Company completed the transactions contemplated by the Agreement and Plan of Merger, dated as of October 10, 2022 ( |
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| March 6, 2023 |
Exhibit 10.5 FIRST AMENDMENT TO LEASE AGREEMENT This FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") is executed and entered into effective as of April 13, 2009, by and between AR INDUSTRIAL NO. 1, LTD., a Texas limited partnership ("Landlord") and ORTHOFIX, INC., a Texas corporation ("Tenant"). RECITALS: A. Landlord and Tenant have previously entered into that certain Lease Agreement dated |
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| March 6, 2023 |
Exhibit 10.22 ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN Stock Unit Grant Agreement COVER SHEET Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Award Recipient named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Orthofix Medical Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 68752M108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 13, 2023 |
Report of Independent Registered Public Accounting Firm EX-99.1 3 ofix-ex991.htm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of SeaSpine Holdings Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of SeaSpine Holdings Corporation and its subsidiaries (the Company) as of December 31, 2021 and 2020, the related consoli |
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| February 13, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 5 ofix-ex993.htm EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On January 5, 2023, Orthofix and SeaSpine completed the transactions contemplated by the definitive Agreement and Plan of Merger, dated as of October 10, 2022 (the “Merger Agreement”), by and among Orthofix, Orca Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Orthofi |
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| February 13, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 05, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 13, 2023 |
Exhibit 99.2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements SEASPINE HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total revenue, net $ 67,147 $ 46,445 $ 174,158 $ 135,862 Cost of goods sold 26,637 18,289 66,140 51,137 Gross profi |
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| February 9, 2023 |
OFIX / Orthofix International N.V. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01597-orthofixmedicalinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Orthofix Medical Inc. Title of Class of Securities: Common Stock CUSIP Number: 68752M108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to des |
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| February 9, 2023 |
OFIX / Orthofix International N.V. / Paradice Investment Management LLC Passive Investment SC 13G/A 1 paradice-ofix123122a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Orthofix Medical Inc. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 68752M108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th |
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| January 10, 2023 |
Exhibit 4.3 SEASPINE HOLDINGS CORPORATION AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN (As Amended and Restated as of March 30, 2016) ARTICLE 1. PURPOSE The purpose of the SeaSpine Holdings Corporation 2015 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of SeaSpine Holdings Corporation, a Delaware corporation (the “Company”) by linking the individual interests |
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| January 10, 2023 |
As filed with the Securities and Exchange Commission on January 9, 2023 S-8 1 d445762ds8.htm S-8 As filed with the Securities and Exchange Commission on January 9, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORTHOFIX MEDICAL INC. (Exact name of registrant as specified in its charter) Delaware 98-1340767 (State or other jurisdiction of incorporation o |
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| January 10, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ORTHOFIX MEDICAL INC. |
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| January 10, 2023 |
Exhibit 4.6 AMENDMENT TO THE SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan This Amendment (this “Amendment”) to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended and restated as of March 22, 2018, the “Plan”) is dated as of April 13, 2020 and made and adopted by SeaSpine Holdings Corporation (the “Company”), a corporation or |
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| January 10, 2023 |
EX-4.7 6 d407589dex47.htm EX-4.7 Exhibit 4.7 SEASPINE HOLDINGS CORPORATION 2018 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the SeaSpine Holdings Corporation 2018 Employment Inducement Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), by linking the individual |
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| January 10, 2023 |
EXHIBIT 4.3 SEASPINE HOLDINGS CORPORATION AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN (As Amended and Restated as of March 30, 2016) ARTICLE 1. PURPOSE The purpose of the SeaSpine Holdings Corporation 2015 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of SeaSpine Holdings Corporation, a Delaware corporation (the “Company”) by linking the individual interests |
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| January 10, 2023 |
As filed with the Securities and Exchange Commission on January 9, 2023 As filed with the Securities and Exchange Commission on January 9, 2023 Registration No. |
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| January 10, 2023 |
Amendment to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan Exhibit 4.6 AMENDMENT TO THE SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan This Amendment (this “Amendment”) to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended and restated as of March 22, 2018, the “Plan”) is dated as of April 13, 2020 and made and adopted by SeaSpine Holdings Corporation (the “Company”), a corporation or |
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| January 10, 2023 |
EX-4.4 3 d407589dex44.htm EX-4.4 Exhibit 4.4 FIRST AMENDMENT TO THE SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan This First Amendment (this “Amendment”) to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended and/or restated to date, the “Plan”), dated as of August 16, 2016, is made and adopted by SeaSpine Holdings Corporation |
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| January 10, 2023 |
EX-4.5 4 d407589dex45.htm EX-4.5 Exhibit 4.5 SECOND AMENDMENT TO THE SEASPINE HOLDINGS CORPORATION AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN This Second Amendment (this “Amendment”) to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended and/or restated to date, the “Plan”), dated as of February 1, 2018, is made and adopted by SeaSpine Holdings Corporat |
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| January 10, 2023 |
Second Amendment to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan EXHIBIT 4.5 SECOND AMENDMENT TO THE SEASPINE HOLDINGS CORPORATION AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN This Second Amendment (this “Amendment”) to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended and/or restated to date, the “Plan”), dated as of February 1, 2018, is made and adopted by SeaSpine Holdings Corporation (the “Company”), a corporatio |
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| January 10, 2023 |
First Amendment to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan Exhibit 4.4 FIRST AMENDMENT TO THE SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan This First Amendment (this “Amendment”) to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended and/or restated to date, the “Plan”), dated as of August 16, 2016, is made and adopted by SeaSpine Holdings Corporation (the “Company”), a corporation o |
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| January 10, 2023 |
Exhibit 4.8 SEASPINE HOLDINGS CORPORATION 2020 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the SeaSpine Holdings Corporation 2020 Employment Inducement Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), by linking the individual interests of Eligible Individuals |
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| January 9, 2023 |
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 09, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 9, 2023 |
EX-99.1 2 ofix-ex991.htm EX-99.1 Exhibit 99.1 Orthofix Medical Inc. Announces Preliminary SeaSpine and Orthofix 2022 Fourth Quarter and Full-Year Net Sales Results LEWISVILLE, Texas — January 9, 2023 — (NASDAQ:OFIX) The merger of equals between Orthofix Medical Inc. ("Orthofix") and SeaSpine Holdings Corporation ("SeaSpine") became effective as of January 5, 2023. This news release includes the pr |
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| January 5, 2023 |
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 3, 2023 ORTHOFIX MEDICAL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-19961 98-1340767 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 5, 2023 |
Exhibit 99.1 Orthofix and SeaSpine Announce Completion of Merger of Equals to Create a Leading Global Spine and Orthopedics Company Orthofix and SeaSpine Stockholders Approve Merger Lewisville, Texas ? January 4, 2023 ? Orthofix Medical Inc. (NASDAQ: OFIX) and SeaSpine Holdings Corporation today announced the successful completion of their previously announced merger of equals following the approv |
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| January 5, 2023 |
Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of the 5th day of January, 2023, by and between ORTHOFIX MEDICAL INC., a Delaware corporation, (the ?Company?) and [Name] (the ?Indemnitee?). WHEREAS, the Company?s Board of Directors (the ?Board of Directors?) has determined that having the ability to attract and retain qualified persons t |
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| January 5, 2023 |
Exhibit 10.2 December 30, 2022 Keith Valentine c/o SeaSpine Holdings Corporation 5770 Armada Drive Carlsbad, CA 92008 Dear Keith, Per our discussions, it gives me great pleasure to present this offer to join Orthofix Medical Inc. (?Parent? and, together with its direct and indirect current and future subsidiaries, and giving effect to any change of name that may occur in the future, the ?Company?) |
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| January 5, 2023 |
Exhibit 10.4 December 30, 2022 Patrick Keran c/o SeaSpine Holdings Corporation 5770 Armada Drive Carlsbad, CA 92008 Dear Patrick, Per our discussions, it gives me great pleasure to present this offer to join Orthofix Medical Inc. (?Parent? and, together with its direct and indirect current and future subsidiaries, and giving effect to any change of name that may occur in the future, the ?Company?) |
