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 14, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 14, 2025, the Board of Directors (the “Board”) of Bioventus Inc. (the “Company”) appointed Ajay Dhankhar, PhD, to the Board as a Class II director effective on November 14, 2025. Dr. Dhankhar will serve for a term ending at the 2026 annual meeting of stockholders of the Company or until his successor is duly selected and qualified.
Dr. Dhankhar, 54, has served as the Chief Corporate Development & Strategy Officer of Smith & Nephew plc (NYSE: SNN) since June 2025. Dr. Dhankhar founded Bluish Capital in July 2024, a strategy and financial advisory firm focused on deploying growth capital to support high quality, recently FDA approved assets, and served as its Managing Partner until his appointment to Smith & Nephew. From July 2022 to June 2024, Dr. Dhankhar served as a Managing Director in the Financial Advisory Healthcare Group of Lazard Ltd (NYSE: LAZ), where he was the Global Head of Medical Technology, Diagnostics and Tools. Prior to joining Lazard, Dr. Dhankhar held multiple leadership roles at the McKinsey & Company over a span of 25 years, including, most recently, Senior Partner, as well as Global Head of Strategy and M&A for Life Sciences and Global Head of Life Sciences R&D. Dr. Dhankhar has a B.S. in Physics and Computer Science from Angelo State University and a PhD in Molecular Biophysics and Biochemistry from Yale University.
The Company is party to a Stockholders Agreement (the “Stockholders Agreement”), dated as of February 16, 2021 (as amended), between the Company and certain stockholders of the Company. Pursuant to the Stockholders Agreement, Smith & Nephew, Inc. and Smith & Nephew (Europe) B.V. and their respective affiliates (the “S+N Stockholders”) may designate up to two directors to the Board, provided that they hold the minimum percentage of shares of common stock as specified in the Stockholders Agreement. Dr. Dhankhar is the S+N Stockholders’ second designee, in addition to its current designee, Philip G. Cowdy. In connection with his service as a director, Dr. Dhankhar will not receive any compensation from the Company.
Dr. Dhankhar does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to be a director or executive officer. Dr. Dhankhar does not have any direct or indirect material interest in any transaction in which the Company is a participant that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOVENTUS INC. | |||||||||||
| Date: November 14, 2025 | By: | /s/ Anthony D’Adamio | |||||||||
Anthony D’Adamio Senior Vice President and General Counsel | |||||||||||