icui-20210928

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 28, 2021

ICU MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34634

33-0022692

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

951 Calle Amanecer

San Clemente

California

92673

(Address of principal executive offices)

(Zip Code)

(949) 366-2183

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.10 per share	ICUI	The Nasdaq Stock Market LLC
		(Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On September 8, 2021, ICU Medical, Inc., a Delaware corporation (the “Company”) disclosed on a Current Report on Form 8-K that it had entered into a Put Option Deed, granting Smiths Group International Holdings Limited (the “Seller”) a put option (the “Put Option”) pursuant to which the Company committed to acquire, subject to the terms and conditions of a Share Sale and Purchase Agreement (the “Purchase Agreement”), Smiths Medical 2020 Limited, the holding company of Smiths Group plc’s global medical device business.

On September 27, 2021, the Seller exercised the Put Option and as such, has now entered into the Purchase Agreement. The form of Purchase Agreement was previously filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K dated September 8, 2021.

SIGNATURE

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.

ICU MEDICAL, INC.

Date: September 28, 2021

By:

/s/ Brian M. Bonnell

Brian M. Bonnell

Chief Financial Officer

ICU Medical, Inc. filed SEC Form 8-K: Other Events