OrthoPediatrics Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
$KIDS
Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 14, 2025
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ITEM 1.01. ENTRY INTO OR AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT.
Background
As previously reported by OrthoPediatrics Corp. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2023, the Company entered into a Membership Interest Purchase Agreement dated May 1, 2023 (the “Purchase Agreement”) with Kevin Unger and DINZE LLC, an Ohio limited liability company (collectively, the “Sellers”), and the sole member of DINZE LLC, providing for the purchase by the Company of all of the issued and outstanding membership interest of Medtech Concepts, LLC, a Delaware limited liability company, from the Sellers.
First Amendment to Membership Interest Purchase Agreement
On May 9, 2025, the Company entered into a First Amendment to Membership Interest Purchase Agreement (the “First Amendment”) with the Sellers to amend certain terms of the Purchase Agreement. The First Amendment, among other things, provides that the Sellers will be issued unregistered shares of the Company’s common stock, par value $0.00025 per share (“Common Stock”), representing an aggregate value of approximately $3,750,000 through three installments of $1,250,000 on or about May 1st of each of 2025, 2026, and 2027 in lieu of the three remaining annual $1,250,000 cash payments otherwise required under the Purchase Agreement.
The foregoing description of the First Amendment is qualified in its entirety by reference to the complete text thereof, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information set forth under Item 1.01 regarding the issuance of Common Stock pursuant to the First Amendment is incorporated by reference into this Item 3.02. The issuance of the Common Stock is made in reliance upon an exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits | |||||||
| Exhibit No. | Description | |||||||
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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.
| Date: May 14, 2025 | ||||||||
| OrthoPediatrics Corp. | ||||||||
| By: | /s/ Daniel J. Gerritzen | |||||||
| Daniel J. Gerritzen, General Counsel and Secretary | ||||||||