Bioventus Inc
For the period ended Dec 31, 2023. Filed Mar 12, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 12, 2024
BVS$11.18+1.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)Financial Statements. See the table of contents under Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K above for the list of financial statements filed as part of this report.
(b)Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Exhibit no. · Description · Form · File No. · Exhibit · Filing Date · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of March 30, 2021, by and among Bioventus LLC, Bioness Inc., Perseus Intermediate, Inc., Perseus Merger Sub, Inc., Alfred E. Mann Living Trust and Mann Group, LLC. | 8-K | 001-37844 | 10.1 | 3/31/2021 |
| 2.2 | Agreement and Plan of Merger, dated July 29, 2021, by and among Bioventus Inc., Oyster Merger Sub I, Inc., Oyster Merger Sub II, LLC and Misonix, Inc. | 8-K | 001-37844 | 2.1 | 7/29/2021 |
| 2.3 | Asset Purchase Agreement, dated as of May 10, 2023, by and among Misonix, LLC, Solsys Medical, LLC, Bioventus LLC and LifeNet Health. | 8-K | 001-37844 | 2.1 | 5/16/2023 |
| 3.1 | Amended and Restated Certificate of Incorporation of Bioventus Inc. | 8-K | 001-37844 | 3.1 | 2/17/2021 |
| 3.2 | Amended and Restated Bylaws of Bioventus Inc. | 8-K | 001-37844 | 3.2 | 2/17/2021 |
| 4.1 | Specimen Stock Certificate evidencing the shares of Class A common stock. | S-1 | 333-252238 | 4.1 | 1/20/2021 |
| 4.2 | Description of Capital Stock. | 10-K | 001-37844 | 4.2 | 3/26/2021 |
| 10.1 | Tax Receivable Agreement, dated as of February 16, 2021, by and among Bioventus Inc., Bioventus LLC and its Members. | 8-K | 001-37844 | 10.2 | 2/17/2021 |
| 10.2 | Registration Rights Agreement, dated February 16, 2021, by and among Bioventus Inc. and the Original LLC. | 8-K | 001-37844 | 10.3 | 2/17/2021 |
| 10.3 | Second Amended and Restated Limited Liability Company Agreement of Bioventus LLC dated as of February 16, 2021. | 8-K | 001-37844 | 10.1 | 2/17/2021 |
| 10.4 | Stockholders Agreement, dated February 16, 2021, by and among Bioventus Inc., Bioventus LLC and the Principal Stockholders. | 8-K | 001-37844 | 10.4 | 2/17/2021 |
| 10.5† | Amended and Restated License Agreement, dated as of December 9, 2016, by and between Bioventus LLC, Q-Med AB and Nestlé Skin Health S.A. | S-1 | 333-252238 | 10.5 | 1/20/2021 |
| 10.6† | Amended and Restated Supply Agreement, dated as of December 9, 2016, by and between Bioventus LLC and Q-Med AB. | S-1 | 333-252238 | 10.6 | 1/20/2021 |
| Exhibit no. · Description · Form · File No. · Exhibit · Filing Date · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| 10.7† | Exclusive License, Supply and Distribution Agreement, dated as of February 9, 2016, by and between IBSA Institut Biochimique SA (Switzerland) and Bioventus LLC. | S-1 | 333-252238 | 10.7 | 1/20/2021 |
| 10.7(a)† | Amendment No. 1 to Exclusive License, Supply and Distribution Agreement, dated as of December 31, 2018, by and between IBSA Institut Biochimique SA (Switzerland) and Bioventus LLC. | S-1 | 333-252238 | 10.7(a) | 1/20/2021 |
| 10.7(b)† | Amendment No. 2 to Exclusive License, Supply and Distribution Agreement, dated as of December 31, 2020, by and between IBSA Institut Biochimique SA (Switzerland) and Bioventus LLC. | S-1/A | 333-252238 | 10.7(b) | 2/4/2021 |
| 10.8 | Credit and Guaranty Agreement, dated as of December 6, 2019, by and among Bioventus LLC, certain Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent and the lenders and other financial institutions party thereto. | S-1 | 001-37844 | 10.11 | 1/20/2021 |
| 10.8(a) | Amendment No. 1 to Credit and Guaranty Agreement, dated as of August 29, 2021, by and among Bioventus LLC, certain Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions party thereto. | 10-Q | 001-37844 | 10.1 | 11/10/2021 |
| 10.8(b) | Amendment No. 2 to Credit and Guaranty Agreement, dated as of October 29, 2021, by and among Bioventus LLC, Oyster Merger Sub I, LLC, Oyster Merger Sub II, LLC, Misonix, Inc., certain Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions party thereto. | 8-K | 001-37844 | 10.1 | 10/29/2021 |
| 10.8(c) | Amendment No. 3 to Credit and Guaranty Agreement between Bioventus LLC, Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent, dated July 11, 2022. | 8-K | 001-37844 | 10.1 | 7/12/2022 |
| 10.8(d) | Amendment No. 4 to Credit and Guaranty Agreement between Bioventus LLC, Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent, dated March 31, 2023. | 10-K | 001-37844 | 10.8(d) | 3/31/2023 |
| 10.8(e) | Amendment No. 5 to Credit and Guaranty Agreement between Bioventus LLC, Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders and other financial institutions party thereto, dated January 18, 2024. | 8-K | 001-37844 | 10.1 | 1/19/2024 |
| Exhibit no. · Description · Form · File No. · Exhibit · Filing Date · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| 10.9^ | Director Offer Letter, dated as of December 11, 2015, by and between Bioventus LLC and William A. Hawkins. | S-1 | 333-252238 | 10.33 | 1/20/2021 |
| 10.10^ | Director Offer Letter, dated as of October 3, 2018, by and between Bioventus LLC and Susan M. Stalnecker. | S-1 | 333-252238 | 10.38 | 1/20/2021 |
| 10.11^ | Phantom Profits Interest Plan Award Agreement, dated as of June 25, 2020, by and between Bioventus LLC and Kenneth M. Reali. | S-1 | 333-252238 | 10.42 | 1/20/2021 |
| 10.12^ | Option Letter, dated as of July 30, 2020, by and between Bioventus LLC and Kenneth M. Reali. | S-1 | 333-252238 | 10.43 | 1/20/2021 |
| 10.13^ | Bioventus Inc. 2021 Employee Stock Purchase Plan. | S-1/A | 333-252238 | 10.44 | 2/4/2021 |
| 10.14^ | Bioventus Inc. 2021 Equity Incentive Plan. | 10-Q | 001-37844 | 10.3 | 8/12/2022 |
| 10.15^ | Form of Notice of Stock Option Grant and Stock Option Agreement. | S-1/A | 333-252238 | 10.47 | 2/10/2021 |
| 10.16^ | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement. | S-1/A | 333-252238 | 10.48 | 2/10/2021 |
| 10.17^ | Bioventus Inc. Non-Employee Director Compensation Policy. | S-1/A | 333-252238 | 10.51 | 2/10/2021 |
| 10.18^ | Employment Agreement, dated as of February 9, 2021, by and among Bioventus Inc., Bioventus LLC and Kenneth Reali. | S-1/A | 333-252238 | 10.52 | 2/10/2021 |
| 10.19^ | Employment Agreement, dated as of February 9, 2021, by and among Bioventus Inc., Bioventus LLC and Anthony D’Adamio. | S-1/A | 333-252238 | 10.55 | 2/10/2021 |
| 10.20^ | Form of Indemnification Agreement. | S-1/A | 333-252238 | 10.46 | 2/4/2021 |
| 10.21 | Lease Agreement, dated November 17, 2021, between Bioventus LLC and 7101 Goodlett Farms Parkway, LLC. | 8-K | 001-37844 | 10.1 | 11/22/2021 |
| 10.22^ | Revised Employment Agreement, dated as of February 14, 2022, by and among Bioventus Inc., Bioventus LLC and Mark Singleton. | 8-K | 001-37844 | 10.1 | 2/28/2022 |
| 10.23^ | Bioventus Inc. Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement Inducement Award. | S-8 | 333-264050 | 99.1 | 4/1/2022 |
| 10.24^ | Bioventus Inc. Notice of Stock Option Grant Inducement Award. | S-8 | 333-264050 | 99.2 | 4/1/2022 |
| 10.25 | Option and Equity Purchase Agreement, between Bioventus LLC, CartiHeal (2009) Ltd., Elron Electronic Industries Ltd., dated July 15, 2020. | S-1 | 333-252238 | 10.10 | 1/20/2021 |
| 10.25(a) | Amendment to Option and Equity Purchase Agreement, between Bioventus LLC, CartiHeal (2009) Ltd., Elron Ventures Ltd. and dated June 17, 2022. | 8-K | 001-37844 | 10.1 | 6/22/2022 |
| Exhibit no. | Description | Form | File No. | Exhibit | Filing Date | Filed / Furnished Herewith |
|---|---|---|---|---|---|---|
| 10.26^ | Settlement Agreement by and among CartiHeal (2009) Ltd., Bioventus LLC, Elron Ventures Ltd., and certain other parties detailed therein, dated February 27, 2023. | 10-Q | 001-37844 | 10.3 | 5/16/2023 | |
| 10.27† | Amended and Restated Exclusive Distribution Agreement No. 2, between Bioventus LLC and Seikagaku Corporation and dated as of December 22, 2020. | S-1 | 333-252238 | 10.9 | 1/20/2021 | |
| 10.28^ | Consulting Agreement between Alessandra Pavesio and Bioventus LLC, dated as of January 1, 2023. | 10-Q | 001-37844 | 10.1 | 5/16/2023 | |
| 10.29^ | Separation Agreement and Release between Kenneth Reali and Bioventus Inc., dated April 4, 2023. | 8-K | 001-37844 | 10.1 | 4/5/2023 | |
| 10.30^ | Employment Agreement between Anthony P. Bihl III and Bioventus Inc., dated as of April 5, 2023. | 8-K/A | 001-37844 | 10.1 | 4/11/2023 | |
| 10.31^ | Bioventus Inc. 2023 Retention Equity Award Plan. | 8-K | 001-37844 | 10.1 | 6/9/2023 | |
| 10.32^ | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement. | 8-K | 001-37844 | 10.2 | 6/9/2023 | |
| 10.33^ | Employment Agreement, between Robert E. Claypoole and Bioventus Inc., dated as of December 19, 2023. | 8-K | 001-37844 | 10.1 | 12/21/2023 | |
| 10.34^ | Form of Bioventus Inc. Inducement Award - Restricted Stock Unit Agreement. | 8-K | 001-37844 | 10.2 | 12/21/2023 | |
| 10.35^ | Form of Bioventus Inc. Inducement Award - Option Agreement. | 8-K | 001-37844 | 10.3 | 12/21/2023 | |
| 21.1 | Listing of Subsidiaries | * | ||||
| 23.1 | Consent of Grant Thornton LLP (Bioventus Inc.). | * | ||||
| 31.1 | Certification of President and Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. | * | ||||
| 31.2 | Certification of President and Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. | * | ||||
| 32 | Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ** | ||||
| 97.1 | Bioventus Inc. Compensation Recovery Policy, dated September 7, 2023. | * | ||||
| 99.1 | List of patents and pending patent applications directed to Bioventus Inc.’s material products. | * | ||||
| Exhibit no. | Description | Form | File No. | Exhibit | Filing Date | Filed / Furnished Herewith |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | *** | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | *** | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | *** | ||||
| 101.DEF | Inline XBRL Extension Definition Linkbase Document | *** | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | *** | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | *** | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 10 | *** | ||||
- Filed herewith
** Furnished herewith
*** Submitted electronically herewith
† Certain portions of this exhibit have been omitted pursuant to Regulation S-K, Item (601)(b)(10).
^ Indicates management contract or compensatory plan.
(c)Financial Statement Schedules. Schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission have been omitted because they are not applicable, not required or the information required is given in the Consolidated Financial Statements and notes thereto set forth above under Part II, Item 8. Financial Statements and Supplemental Data.
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