Item 2.02 |
Results of Operations and Financial Condition. |
On August 2, 2023, NuVasive, Inc. (the Company) issued a press release announcing its financial results for
the quarter ended June 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.
Item 7.01 |
Regulation FD Disclosure. |
During a conference call scheduled to be held at 1:30 p.m. Pacific Time on August 2, 2023, the Companys Chief
Executive Officer and Chief Financial Officer will discuss the Companys results for the quarter ended June 30, 2023 and the Companys outlook for the year ending December 31, 2023.
The information contained in this Current Report and the Exhibits hereto shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by NuVasive, Inc. on August 2, 2023 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Notes on Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and
financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, may,
target, and similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about NuVasives net sales outlook
for 2023 and expectations regarding longer-term financial performance, and the consummation of the proposed transaction with Globus Medical, Inc. (Globus Medical) and the anticipated benefits thereof. These and other forward-looking
statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate
the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all. Important risk factors that may cause such a difference include, but are not limited to: (i) the impact of
the COVID-19 pandemic on NuVasives business and financial results; (ii) further deterioration of general macroeconomic conditions, including inflationary pressures, disruptions to the
global supply chain, fluctuations in currency exchange rates, higher freight and labor costs, and weakness in economic conditions generally; (iii) NuVasives ability to maintain operations to support its customers and patients in the
near-term and to capitalize on future growth opportunities; (iv) risks associated with acceptance of NuVasives surgical products and procedures by spine surgeons and hospitals, (v) development and acceptance of new products or
product enhancements, (vi) clinical and statistical verification of the benefits achieved via the use of NuVasives products, (vii) NuVasives ability to adequately manage inventory as it continues to release new products,
(viii) the remaining conditions to closing of the transaction with Globus Medical may not be satisfied on a timely basis or at all, including obtaining regulatory approval, (ix) the anticipated tax treatment of the transaction may not be
obtained, (x) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and
management strategies for the management, expansion and growth of the combined business after the consummation of the transactions, (xi) potential litigation relating to the proposed transaction that could be instituted against Globus Medical,
NuVasive or their respective directors, (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (xiii) any negative effects of the announcement, pendency or
consummation of the transactions on the market price of Globus Medicals or NuVasives common stock and on Globus Medicals or NuVasives businesses or operating results, (xiv) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by the proposed transaction, (xv) the risks and costs associated with the integration of, and the ability of Globus Medical and NuVasive to integrate, their businesses
successfully and to achieve anticipated synergies, (xvi) the risk that disruptions from the proposed transaction will harm Globus Medicals or NuVasives business, including current plans and operations, (xvii) the ability of
Globus Medical or NuVasive to retain and hire key personnel and uncertainties arising from leadership changes, (xviii) legislative, regulatory and economic developments, and (xix) the other risks described in Globus Medicals and
NuVasives most recent annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, this Current Report contains selected
financial results for NuVasive for the period ended June 30, 2023 which are prior to the completion of review and audit procedures by NuVasives external auditors and are subject to adjustment. NuVasives projections for 2023 net
sales guidance and expectations regarding longer-term financial performance represent initial estimates and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or
unanticipated difficulty in selling products or generating expected profitability.