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| Developed technology | |
reporting units and assesses impairment based upon qualitative factors and if necessary, quantitative factors. A reporting unit's fair value is determined using the income approach and discounted cash flow models by utilizing Level 3 inputs and assumptions such as future cash flows, discount rates, long-term growth rates, market value and income tax considerations. Specifically, the value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price estimated to be received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date. The Company performs its annual goodwill impairment test on October 31. If the fair value of the reporting unit is less than its carrying value, the Company will recognize the difference as an impairment loss, which is limited to the amount of goodwill allocated to the reporting units. There were goodwill impairment charges for the years ended December 31, 2024 and 2023. On November 8, 2022, due to a significant decline in the Company’s Class A common stock, circumstances became evident that a possible goodwill impairment existed as of the third quarter balance sheet date. The Company concluded that the carrying value of the U.S. reporting unit exceeded its fair value. The Company recorded a non-cash goodwill impairment charge within the U.S. reporting unit for the year ended December 31, 2022. The impairment was recorded within impairment of assets on the consolidated statements of operations and comprehensive loss. Refer to Note 3. Balance sheet information for further details.
. The Company does not capitalize costs that are precluded from capitalization in authoritative guidance, such as preliminary project phase costs, training costs or data conversion costs. Capitalized software costs totaled $ and $ as of December 31, 2024 and 2023 and the related accumulated amortization totaled $ and $, respectively. Amortization expense was $, $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively.
% | | | % | | | % | | Supplier B | | % | | | % | | | % |
| Supplier C | | % | | | % | | | % |
| Supplier D | | % | | | % | | | % |
| | $ | | | | Supplier B | $ | | | | $ | | |
| Supplier C | $ | | | | $ | | |
| Supplier D | $ | | | | $ | | |
Certain products provide the Company with a significant percentage of total sales for the years ended December 31 as follows:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| Product A | | % | | | % | | | % |
| Product B | | % | | | % | | | % |
| Product C | | % | | | % | | | % |
| Product D | | % | | | % | | | % |
| Product E | | % | | | % | | | % |
Advertising costs were $, $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively.
3.
| | $ | | | | Less: Allowance for credit losses | () | | | () | |
| $ | | | | $ | | |
Due to the short-term nature of its receivables, the estimate of expected credit losses is based on aging of the account receivable balances. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. The Company has a diverse customer base with no single customer representing ten percent or more of sales. The Company had one customer representing approximately % and % of the accounts receivable balance as of December 31, 2024 and 2023, respectively. Historically, the Company’s reserves have been adequate to cover credit losses.
) | | $ | () | | | | | |
| | | |
) | | () | |
| | | |
| () | | | $ | () | |
| | $ | | |
| Finished goods | | | | | |
| $ | | | | $ | | |
Property and equipment, net
| | $ | | | | Demonstration and consignment inventory | | | | | |
| Leasehold improvements | | | | | |
| Furniture and fixtures | | | | | |
| Finance leases | | | | | |
| Machinery and equipment | | | | | |
| Assets not yet placed in service | | | | | |
| | | | | |
| Less accumulated depreciation | () | | | () | |
| $ | | | | $ | | |
Depreciation expense from continuing operations was $, $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively. The Company incurred a $ disposal loss on fixed assets during the year ended December 31, 2023 as a result of the integration of acquisitions. The loss is recorded in loss on disposals within the consolidated condensed statements of operations and other comprehensive loss.
as of December 31, 2024 and 2023, which fully resides within the International business segment. Accumulated impairment charges totaled $ as of December 31, 2024, resulting from a significant decline in the Company’s Class A common stock during the year ended December 31, 2022. The non-cash goodwill impairment charge was recorded within the United States reporting unit, of which $ was recorded in the impairment of assets and $ in loss on discontinued operations, net of tax within the consolidated statements of operations and comprehensive loss.Intangible assets, net
| | $ | | | | Distribution rights | | | | | |
| Customer relationships | | | | | |
| IPR&D | | | | | |
| Developed technology and other | | | | | |
| Total carrying amount | | | | | |
| Less accumulated amortization: | | | |
Intellectual property(a)(b) | () | | | () | |
| Distribution rights | () | | | () | |
| Customer relationships | () | | | () | |
| Developed technology and other | () | | | () | |
| Total accumulated amortization | () | | | () | |
| Intangible assets, net before currency translation | | | | | |
| Currency translation | () | | | () | |
| $ | | | | $ | | |
(a)The Company recorded an impairment loss of $ for the year ended December 31, 2024 within the U.S. reporting segment relating to the net intellectual property solely attributable to the Company’s Advanced Rehabilitation Business. The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive loss. Refer to Refer to Note 4. Acquisitions and divestitures for further details regarding businesses held for sale.
(b)The Company recorded an impairment loss of $ for the year ended December 31, 2023 in the U.S. reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023. The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive loss. Refer to Note 4. Acquisitions and divestitures for further details regarding businesses held for sale.
Amortization expense from continuing operations related to intangible assets was $, $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively, of which $, $ and $ are included in ending inventory at December 31, 2024, 2023 and 2022, respectively. Estimated amortization expense for the years ended December 31, 2025 through 2029 is expected to be $, $, $, $ and $, respectively.
| | $ | | | | Bonus and commission | | | | | |
| Compensation and benefits | | | | | |
| Accrued interest | | | | | |
| Income and other taxes | | | | | |
| Other liabilities | | | | | |
| $ | | | | $ | | |
4.
for the year ended December 31, 2024 under the U.S. reporting segment within the consolidated condensed statements of operations and comprehensive loss. The impairment losses reduced the intangible assets of the Advanced Rehabilitation Business to reflect their respective fair values less any costs to sell. The fair value of its intangibles was based on the consideration agreed to with the purchaser for the Advanced Rehabilitation Business.On December 31, 2024, the Company closed the sale of the Advanced Rehabilitation Business and received $ at closing, net of transactional fees, subject to a post-closing adjustment for net working capital. The Company may also receive an aggregate of $ in potential earn-out payments, which are based on the achievement of certain revenue and financial metric thresholds in respect to sales of products from the Advanced Rehabilitation Business during the 2025 and 2026 fiscal years. The Company had incurred $ in transactional fees resulting from the divestiture of the Advanced Rehabilitation Business.
The Advanced Rehabilitation Business was considered non-core and required additional research and development expenditures to achieve its next stage of growth. The sale of the Advanced Rehabilitation Business is expected to enhance the Company’s strategic focus on its remaining businesses and improve liquidity, as the proceeds, net of transactional fees, were used to pay $ in long-term debt obligations. Refer to Note 5. Financial instruments for further information regarding the Company’s outstanding long-term debt obligations.
Wound Business
On May 22, 2023, the Company closed the sale of certain assets within its Wound Business, including the TheraSkin and TheraGenesis products (collectively, the “Wound Business” or the “Disposal Group”), for potential consideration of $, including $ at closing, $ deferred for months and up to $ in potential earn-out payments, which are based on the achievement of certain revenue thresholds by the purchaser of the Wound Business for sales of the TheraSkin and TheraGenesis products during the 2024, 2025 and 2026 fiscal years. The Company received the deferred payment in November 2024, which was used to pay $ of long-term debt obligations.
The Company incurred $ in transactional fees resulting from the sale of the Wound Business. The loss resulting from the deconsolidation of the Disposal Group totaled $ for the year ended December 31, 2023 and was recorded in loss on disposals within the consolidated statements of operations and comprehensive loss. The Company used the proceeds from the sale of its Wound Business to prepay $ of long-term debt obligations. Refer to Note 5. Financial Instruments for further details regarding the Company’s outstanding long-term debt obligations.
impairment within the consolidated statements of operations and comprehensive loss during the year ended December 31, 2023 as a result of this evaluation to reduce the intangible assets of the Disposal Group to reflect their respective fair values less any costs to sell. The fair value of the Disposal Group’s intangibles was determined based on the consideration received for the Wound Business.CartiHeal (2009) Ltd.
On July 12, 2022, the Company completed the acquisition of % of the remaining shares in CartiHeal (2009) Ltd. (“CartiHeal”), in which the Company previously held an equity interest. CartiHeal is a privately held company headquartered in Israel and the developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints. The acquisition of CartiHeal involved an aggregate purchase price of approximately $ and an additional $, payable after closing upon the achievement of a certain sales milestone (“CartiHeal Contingent Consideration”). The Company paid $ of the aggregate purchase price upon closing, deferred $ (the “Deferred Amount”) of the aggregate purchase price otherwise due at closing and paid $ in transaction-related fees and expenses. The Deferred Amount was to be paid in tranches based upon certain medical and research achievements and was subject to an % annual interest rate.
On February 13, 2023, the first tranche of the Deferred Amount plus applicable interest became due. The Company subsequently entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. (“Elron” and together with the Company, the “Parties”) as representative of CartiHeal’s selling securityholders (collectively, the “Former Securityholders”). Pursuant to the Settlement Agreement, Elron, on behalf of the Former Securityholders, agreed to forbear from initiating any legal action or proceedings relating to non-payment of any obligations arising under the previously entered into Option and Equity Purchase Agreement with CartiHeal (the “Option Agreement”) during a period of 30 calendar days (the “Interim Period”) in exchange for (i) a one-time non-refundable amount of $ and (ii) a one-time non-refundable payment of $ to Elron to be used in accordance with the expense fund provisions under the Option Agreement. The Interim Period expired on March 29, 2023 and the Company did not exercise its right to extend the Interim Period as the Company was not able to find a financing solution to fund the payment obligations under the Option Agreement on terms the Company believed to be favorable to it and its shareholders. In addition, the Parties mutually released any further claims under the Option Agreement and related transaction documents, including without limitation a release by the Former Securityholders of any rights to enforce the provision of the Option Agreement or make further monetary claims against the Company and/or its respective affiliates and representatives. The release of obligations includes liabilities associated with the Deferred Amount and CartiHeal Contingent Consideration.
The Company transferred % of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders pursuant to the Settlement Agreement. The Company had no ownership interest and no voting rights during the Interim Period. Accordingly, the Company concluded that upon execution of the Settlement Agreement, the Company ceased to control CartiHeal for accounting purposes, and therefore, deconsolidated CartiHeal effective February 27, 2023. CartiHeal was part of the Company’s International reporting segment. The Company treated the deconsolidation of CartiHeal as a discontinued operation. The loss upon disposal was $ and was recorded within discontinued operations, net of tax within the consolidated statements of operations and comprehensive loss. The loss on disposal is comprised of the book value of CartiHeal’s net assets at the time of disposal, goodwill attributable to CartiHeal and the previously discussed non-refundable payments made to Elron.
Other
On August 23, 2021, the Company purchased shares of Trice Medical, Inc.’s (“Trice”) Series D Preferred Stock for $, representing an % ownership interest of its fully diluted shares. Trice is a privately held company that develops and markets minimally invasive technologies for sports medicine and orthopedic surgical procedures and it did not have a readily determinable fair value. The investment in Trice was recorded at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In December 2022, the Company recognized an impairment of $ representing its entire ownership interest due to Trice’s liquidity situation. The impairment was recorded within other (income) expense on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.
5.
% at December 31, 2024)$ | | | | $ | | | Revolver due October 2025 (% at December 31, 2024) | | | | | |
| Less: | | | |
| Current portion of long-term debt | () | | | () | |
| Unamortized debt issuance cost | () | | | () | |
| Unamortized discount | () | | | () | |
| $ | | | | $ | | |
Amended Term Loan
On December 6, 2019, the Company entered into a Credit and Guaranty Agreement (the “2019 Credit Agreement”) that was comprised of a $ term loan (“Original Term Loan”) and a $ revolving facility (the “Revolver”). The Company amended the 2019 Credit Agreement on August 29, 2021, and then again on October 29, 2021 in connection with the acquisition of Misonix, Inc. in which the Company prepaid $ on the Original Term Loan. The 2019 Credit Agreement, as amended, subsequent to the prepayment, was comprised of a $ term loan (“Term Loan”) and the Revolver.
On July 11, 2022, the Company further amended the 2019 Credit Agreement in conjunction with the acquisition of CartiHeal. Pursuant to that amendment, an $ term loan facility (the “July 2022 Term Loan” and, together with the Term Loan, the “Term Loan Facilities”) was extended to the Company to be used for: (i) the financing of the acquisition of CartiHeal; (ii) the payment of related fees and expenses; (iii) repayment of the draws made on the Revolver; and (iv) working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions.
The Company was not in compliance with certain financial covenants as of December 31, 2022. As a result, on March 31, 2023, the Company entered into another amendment to the 2019 Credit Agreement to, among other things, modify certain financial covenants, waive the noncompliance at December 31, 2022, and to modify interest rates applicable to borrowings under the 2019 Credit Agreement.
On January 18, 2024 (the “Closing Date”), the Company further amended the 2019 Credit Agreement (collectively, with the August 2021, October 2021, July 2022 and March 2023 amendments, the “Amended 2019 Credit Agreement”), to further modify certain financial covenants under the 2019 Credit Agreement. The Company was in compliance as of December 31, 2024 and 2023 with the financial covenants as stated within the 2019 Credit Agreement then in effect.
The Term Loan Facilities matures on October 29, 2026 (“Maturity”). The Revolver matures on October 29, 2025.
Secured overnight financial rate (“SOFR”) loans and base rate loans had a margin of % and %, respectively, subsequent to July 11, 2022 and prior to the Closing Date. Subsequent to the March 31, 2023 amendment, SOFR loans and base rate loans had a margin of % and %, respectively. All obligations under the Amended 2019 Credit Agreement are guaranteed by the Company and certain wholly owned subsidiaries where substantially all the assets of the Company collateralize the obligations.
The Amended 2019 Credit Agreement contains customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries. Financial covenant requirements include (i) a maximum debt leverage ratio of not greater than to 1.00 for the testing period ending December 31, 2024, to 1.00 for the testing period ending March 31, 2025, to 1.00 for the testing period ending June 30, 2025 and at the end of each testing period occurring thereafter, and beginning on March 31, 2025, to be subject to a temporary increase to to 1.00 upon certain events; and (ii) an interest coverage ratio not less than to 1.00 for the testing period ending December 31, 2024, to 1.00 for the testing period ending March 31, 2025, to 1.00 for the testing period ending June 30, 2025, to 1.00 for the testing period ending September 30, 2025 and to 1.00 for the testing period ending December 31, 2025 and each testing period thereafter. In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to October 29, 2025, the Company will be subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than $ as of the end of each calendar month during such period.
, of which $ was expensed and $ was capitalized. The March 2023 amendment had deferred financing costs of $, of which $ was expensed and $ was capitalized. There were losses on debt refinancing and modification as a result of either the January 2024 or March 2023 amendments. Deferred financing costs expensed resulting from the amendments were recorded in selling, general and administrative expense within the consolidated statements of operations and other comprehensive loss and amounts capitalized were recorded primarily in long-term debt, less current portion within the consolidated balance sheets.As of December 31, 2024, $ was outstanding on the Term Loan Facilities, net of original issue discount of $ and deferred financing costs of $. Capitalized deferred fees are amortized to interest expense on a straight-line basis over the term of the Term Loan Facilities, which approximates the effective interest method. The Company recorded $, $ and $ for deferred cost amortization in interest expense for the years ended December 31, 2024, 2023 and 2022, respectively. Scheduled quarterly principal payments for the Term Loan Facilities are $ in the third quarter of 2025, $ in the fourth quarter of 2025, three quarterly payments of $ during 2026 with a final payment of $ at Maturity. Contractual maturities of long term debt for the next two years are as follows: 2025—$ and 2026—$.
The Company may voluntarily prepay the Term Loan Facilities without premium or penalty upon prior notice. The Company may be required to make additional principal payments on the Term Loan Facilities dependent upon certain events as defined in the Amended 2019 Credit Agreement. These additional prepayments will be applied to the scheduled installments of principal in direct order of maturity of first the Base Rate (BR) portions of the Term Loan Facilities and then the Eurodollar portions.
The estimated fair value of the Term Loan Facilities was $ as of December 31, 2024. The fair value of these obligations was determined based on the midpoint of the Bloomberg Valuation, as of December 31, 2024. This is classified as a Level 2 instruments within the fair value hierarchy.
Revolver
The Revolver was a revolving credit facility, that was subsequently reduced to a revolving credit facility in the Amended 2019 Credit Agreement, that includes revolving and swingline loans as well as letters of credit (“LOC”) and, inclusive of all, cannot exceed $ at any one time. The Revolver’s capacity was reduced $ on December 31, 2023 and June 30, 2024 in accordance with the Amended 2019 Credit Agreement. LOCs are available in an amount not to exceed $. Revolving loans are due at the earlier of termination or Maturity. Swingline loans are available as BR interest rate option loans only and must be outstanding for at least . Swingline loans are due the fifteenth or last day of a calendar month or Maturity whichever is earlier. As of December 31, 2024, the Company had LOCs outstanding leaving approximately $ available. The Revolver had outstanding borrowings as of December 31, 2024 and $ million at December 31, 2023.
Interest
The Term Loan Facilities and Revolver permit the Company to elect either the secured overnight financial rate (“SOFR”) or base interest rate (“BR”) options for the entire amount or certain portions of the loans. Both the SOFR and BR options have interest rates equal to a formula driven base interest rate plus a margin, tied to a leverage ratio. The leverage ratio is the ratio of debt to consolidated EBITDA as defined in the Amended 2019 Credit Agreement. BR portions of the Term Loan Facilities have interest due the last day of each calendar quarter-end. Pursuant to the Amended 2019 Credit Agreement, the margin at each applicable leverage ratio will be increased by 1.00% per annum. SOFR portions of the Term Loan Facilities have one, three or six-month interest reset periods and interest is due on the last day of each three-month period or the last day of the loan term if less than three months.
Pricing grids are used to determine the applicable loan margins based on the type of loan and the leverage ratio.
to 1.00 | % | | | % | ≥ to 1.00 and < to 1.00 | | % | | | % |
≥ to 1.00 and < to 1.00 | | % | | | % |
≥ to 1.00 and < to 1.00 | | % | | | % |
< to 1.00 | | % | | | % |
% of the average daily amount of the available revolving commitment, assuming any swingline loans outstanding are zero. There were swingline loans outstanding as of December 31, 2024. The fee is payable quarterly in arrears on the last day of the calendar quarters and at Maturity. to 1.00 | % | < to 1.00 | | % |
Fees are charged on all outstanding LOCs at an annual rate equal to the margin in effect on Eurodollar revolving loans. A funding fee of % per year on the undrawn and unexpired amount of each LOC is payable as well. The fees are payable quarterly in arrears on the last day of the calendar quarters. The Company’s effective weighted average interest rate was % for all outstanding debt as of December 31, 2024. Cash paid for interest totaled $, $ and $ for the December 31, 2024, 2023 and 2022, respectively.
Interest rate swap
The Company historically entered into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt. The Company had non-designated interest rate swap agreement that was terminated on October 28, 2022 and subsequently received $ upon its termination. The swap was carried at fair value on the balance sheet with changes in fair value recorded as interest income or expense within the consolidated statements of operations and comprehensive loss. Net interest income of $ was recorded related to the change in fair value of the interest rate swap for the year ended December 31, 2022.
6.
| | $ | | | | $ | | | | $ | | | | Contingent consideration | | | | | | | | | | | |
| Total liabilities: | $ | | | | $ | | | | $ | | | | $ | | |
Contingent consideration
The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows for certain milestones. For other milestones, the Company used a variation of the income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a stock price behavior model.
Key assumptions used to estimate the fair value of contingent consideration include projected financial information, market data and the probability and timing of achieving the specific targets. After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using unobservable Level 3 inputs.
Unobservable inputs
% - % | | | Payment period | | 2025 |
as follows: (i) $ for meeting net sales targets for certain implantable products over a period ending on June 30, 2025 at the latest; (ii) up to $ for meeting net sales milestones for certain implantable products over a period ending on June 30, 2025 at the latest; and (iii) $ for maintaining Centers for Medicare & Medicaid Services coverage and reimbursement for certain products at specified levels as of December 31, 2024. The Company met criteria (iii) as of December 31, 2024 and will make the related payment in the first half of fiscal year 2025., $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively, and were recorded as the change in fair value of contingent consideration within the consolidated statements of operations and comprehensive loss.
7.
shares of Class A common stock were authorized to be awarded and shares were available for 2021 Plan Awards.2023 Plan
The Company also operates the 2023 Retention Equity Award Plan (the “2023 Plan” and, together with the 2021 Plan, the “Plans”), the purpose of which is to retain and motivate critical personnel over the short-term by providing them additional incentives in the form of RSUs (the “Retention Awards” and together with the “2021 Plan Awards,” the “Awards”). As of December 31, 2024, shares of Class A common stock were authorized to be awarded under the 2023 Plan and shares were available for Retention Awards.
Activity under the Plans
Expense
Equity-based compensation expense for Awards granted under the Plans and inducement awards for the years ended December 31, 2024, 2023 and 2022 totaled $, $ and $, respectively. The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statements of operations and comprehensive loss based upon the classification of the employee. There were income tax benefits related to equity-based compensation expense for the years ended December 31, 2024 and 2023. Income tax benefits totaled $ related to compensation expense for the year ended December 31, 2022.
Restricted Stock Units
During the years ended December 31, 2024 and 2023, the Company granted time-based RSUs which vest at various dates through December 4, 2027. RSU compensation expense is recognized over the vesting period, which is typically between and years. Unamortized compensation expense related to the RSUs totaled $ at December 31, 2024, and is expected to be recognized over a weighted average period of approximately years.
| | $ | | | | Granted | | | | | |
| Vested | () | | | | |
| Forfeited or canceled | () | | | | |
| Unvested at December 31, 2023 | | | | | |
| Granted | | | | | |
| Vested | () | | | | |
| Forfeited or canceled | () | | | | |
| Unvested at December 31, 2024 | | | | $ | | |
Stock Options
During the years ended December 31, 2024 and 2023, the Company granted time-based stock options which vest over to years following the date of grant and expire within years. The fair value of time-based stock options is determined using the Black-Scholes valuation model, with such value recognized as expense over the service period, which is typically to years, net of actual forfeitures.
% - % | % - % | | Expected dividend yield | | % | | | % |
| Expected stock price volatility | % - % | | % - % |
| Expected life of stock options (years) |
| | - |
The weighted-average grant date fair value of options granted during the year ended December 31, 2024 was $ per share. The expected term of the options granted is estimated using the simplified method. Expected volatility is based on the historical volatility of the Company’s peers’ common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option. Unamortized compensation expense related to the options totaled $ at December 31, 2024, and is expected to be recognized over a weighted average period of approximately years.
| | $ | | | | | | $ | | | | Granted | | | | | | | | | |
| Exercised | () | | | | | | | | |
| Forfeited or canceled | () | | | | | | | | |
| Outstanding at December 31, 2023 | | | | | | | | | $ | | |
| Granted | | | | | | | | | |
| Exercised | () | | | | | | | | |
| Forfeited or canceled | () | | | | | | | | |
| Outstanding at December 31, 2024 | | | | | | | | | $ | | |
| Exercisable and vested at December 31, 2024 | | | | $ | | | | | | $ | | |
(1) The aggregate intrinsic value is based upon the difference between the Company’s closing stock price at the date of the consolidated balance sheets and the exercise price of the stock option for in-the-money stock options. The intrinsic value of outstanding stock options fluctuates based upon the trading value of the Company’s Class A common stock.
. A total of , and shares were issued and $, $ and $ of expense was recognized during the years ended December 31, 2024, 2023 and 2022, respectively.Defined contribution plans
The Company has various defined contribution plans which are offered in Canada, Germany, the Netherlands, United Kingdom and Israel. These plans are required by local laws or regulations in some cases. Contributions are primarily discretionary, except in some countries where contributions are contractually required. These plans cover substantially all eligible employees in the countries where the plans are offered either voluntarily or statutorily.
In the United States, the Company provides a 401(k) defined contribution plan (“U.S. Plan”) that covers substantially all U.S. employees that meet minimum age requirements. The Company matches % of the employees’ contribution up to % of the employees’ wages and % on the next %. The U.S. Plan also provides for an additional % to % at the Company’s discretion.
Company contributions totaled $, $, and $ for all global plans during the years ended December 31, 2024, 2023 and 2022, respectively. The expense is included in cost of sales, selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive loss based upon the classification of the employee.
8.
shares of Class A common stock through an UP-C structure with BV LLC. In connection with the IPO, the Company amended and restated the limited liability agreement of BV LLC (“BV LLC Agreement”) to provide for a new single class of common membership interests in BV LLC (“LLC Interests”) and exchange all of the existing membership interests in BV LLC (the “Original BV LLC Owners”) for new LLC Interests. The Company also amended its certificate of incorporation to authorize the following shares: (i) shares of Class A common stock with a par value of $ per share; (ii) shares of Class B common stock with a par value of $ per share, which have voting rights but no economic interest, and some of which were issued to the Original BV LLC Owners; and (iii) shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors. In connection with the completion of the IPO, the Company acquired, by merger, certain entities that were part of the Original BV LLC Owners (“Former BV LLC Owners”), for which the Company issued Class A common stock as merger consideration (“IPO Mergers”) and cancelled the Class B common stock held by such Former BV LLC Owners. The IPO Mergers are deemed to be a recapitalization transaction.Holders of the Company’s Class A and Class B common stock are entitled to vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the -to-one ratio between the number of LLC Interests and the number of shares of Class B common stock held by Smith & Nephew, Inc. (the “Continuing LLC Owner”). Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a -for-one basis upon the redemption or exchange of any outstanding LLC Interests.
| | | % | | | | | | % | | Continuing LLC Owner | | | | | % | | | | | | % |
| Total | | | | | % | | | | | | % |
9.
) | | $ | () | | | $ | () | | Net loss attributable to noncontrolling interests —
continuing operations | | | | | | | | |
Net loss attributable to Bioventus Inc. Class A
common stockholders — continuing operations | $ | () | | | $ | () | | | $ | () | |
| | | | | |
| Numerator: | | | | | |
| Net loss from discontinued operations | $ | | | | $ | () | | | $ | () | |
Net loss attributable to noncontrolling interests —
discontinued operations | | | | | | | | |
Net loss attributable to Bioventus Inc. Class A
common stockholders — discontinued operations | $ | | | | $ | () | | | $ | () | |
| | | | | |
| Denominator: | | | | | |
Weighted-average shares of Class A common stock
outstanding - basic and diluted | | | | | | | | |
| | | | | |
Net loss per share of Class A common stock, from
continuing operations, basic and diluted | $ | () | | | $ | () | | | $ | () | |
Net loss per share of Class A common stock, from
discontinued operations, basic and diluted | | | | () | | | () | |
Net loss per share of Class A common stock,
basic and diluted | $ | () | | | $ | () | | | $ | () | |
Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted losses per share of Class B common stock under the two-class method has not been presented.
| | | | | | | | Stock options | | | | | | | | |
| RSUs | | | | | | | | |
| Total | | | | | | | | |
(a)Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner.
10.
during the year ended December 31, 2024 primarily due to employee transitions associated with the sale of the Advanced Rehabilitation Business. Restructuring expenses totaled $ and $ during the years ended December 31, 2023 and 2022, respectively. | | $ | | | | $ | | | | Expenses incurred | | | | | | | | |
| Payments made | () | | | () | | | () | |
| Balance at December 31, 2023 | | | | | | | | |
| Expense reversal | () | | | | | | () | |
| Payments made | () | | | | | | () | |
| Balance at December 31, 2024 | $ | | | | $ | | | | $ | | |
11.
) | | $ | () | | | $ | () | | | International | | | | | | | () | |
| Loss before income taxes - continuing operations | $ | () | | | $ | () | | | $ | () | |
) | | $ | () | | | $ | | | | United States state and local | () | | | | | | () | |
| International | | | | | | | | |
| Total current | | | | | | | | |
| | | | | |
| Deferred: | | | | | |
| United States federal | () | | | () | | | () | |
| United States state and local | () | | | () | | | () | |
| International | | | | | | | () | |
| Total deferred | () | | | () | | | () | |
| Total income tax (benefit) expense - continuing operations | $ | () | | | $ | | | | $ | () | |
Cash paid for income taxes totaled $, $ and $ for the years ended December 31, 2024, 2023 and 2022, respectively. The Company’s investment in foreign subsidiaries continues to be indefinite in nature; however, the Company may periodically repatriate a portion of these earnings to the extent that it does not incur significant additional tax liability.
% | | | % | | | % | | Noncontrolling interest | () | | | () | | | () | |
| LLC flow-through structure | | | | | | | | |
| Non-deductible expenses | () | | | () | | | | |
| State and local income taxes, net of federal benefit | | | | | | | | |
| Change in valuation allowance | () | | | () | | | () | |
| Research and other tax credits | | | | | | | | |
| Organizational Transactions | | | | | | | () | |
| Uncertain tax positions | | | | | | | () | |
| Foreign rate differential | () | | | () | | | | |
| GAAP impairment | | | | | | | () | |
| Stock compensation | | | | () | | | | |
| Other | () | | | | | | | |
| Effective income tax rate | | % | | ( | %) | | | % |
| | $ | | | | Interest | | | | | |
| Net operating losses and tax credit carryforwards | | | | | |
| Tax credits | | | | | |
| Investment in Bioventus LLC | | | | | |
| Transaction costs | | | | | |
| Stock-based compensation | | | | | |
| Research & Development | | | | | |
| Fixed assets | | | | | |
| Accrued liabilities | | | | | |
| Other | | | | | |
| Gross deferred tax asset | | | | | |
| Valuation allowance | () | | | () | |
| Total deferred tax assets | | | | | |
| Deferred income tax liabilities: | | | |
| |
| |
|
|
|
| | | | $ | | | | $ | | |
14.
operating segments are U.S. and International, which also represent its reportable segments. Both segments sell the Company’s portfolio of products to healthcare institutions, physicians, patients, distributors and dealers. The Company does not disclose segment information by asset, as the CODM does not review or use it to allocate resources or to assess the operating results and financial performance. | | $ | | | | $ | | | Adjusted cost of sales(a) | | | | | | | |
Adjusted selling expense(b) | | | | | | | |
Adjusted marketing expense(b) | | | | | | | |
Adjusted general and administrative expense(b) | | | | | | | |
Adjusted research and development expense(c) | | | | | | | |
Adjusted other segment income(d) | () | | | () | | | |
| Adjusted EBITDA | | | | | | | | |
| Reconciliation to loss before income taxes | | | | | |
| Interest expense, net | | | | | () | |
| Depreciation and amortization | | | | | () | |
| Acquisition and related costs | | | | | () | |
| Shareholder litigation costs | | | | | () | |
| Restructuring and succession charges | | | | | | |
| Equity-based compensation | | | | | () | |
| Financial restructuring costs | | | | | () | |
| Impairments of assets | | | | | () | |
| Loss on disposal of a business | | | | | () | |
Other items(e) | | | | | () | |
| Loss before income taxes | | | | | $ | () | |
| | $ | | | | $ | | | Adjusted cost of sales(a) | | | | | | | |
Adjusted selling expense(b) | | | | | | | |
Adjusted marketing expense(b) | | | | | | | |
Adjusted general and administrative expense(b) | | | | | | | |
Adjusted research and development expense(c) | | | | | | | |
Adjusted other segment income(d) | () | | | () | | | |
| Adjusted EBITDA | | | | | | | | |
| Reconciliation to loss before income taxes | | | | | |
| Interest expense, net | | | | | () | |
| Depreciation and amortization | | | | | () | |
| Acquisition and related costs | | | | | () | |
| Restructuring and succession charges | | | | | () | |
| Equity-based compensation | | | | | () | |
| Financial restructuring costs | | | | | () | |
| Impairments of assets | | | | | () | |
| Loss on disposal of a business | | | | | () | |
Other items(e) | | | | | () | |
| Loss before income taxes | | | | | $ | () | |
| | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| U.S. | | International | | Consolidated |
| Revenue | $ | | | | $ | | | | $ | | |
Adjusted cost of sales(a) | | | | | | | |
Adjusted selling expense(b) | | | | | | | |
Adjusted marketing expense(b) | | | | | | | |
Adjusted general and administrative expense(b) | | | | | | | |
Adjusted research and development expense(c) | | | | | | | |
Adjusted other segment (income) expense(d) | () | | | | | | |
| Adjusted EBITDA | | | | | | | | |
| Reconciliation to loss before income taxes | | | | | |
| Interest expense, net | | | | | () | |
| Depreciation and amortization | | | | | () | |
| Acquisition and related costs | | | | | () | |
| Restructuring and succession charges | | | | | () | |
| Equity-based compensation | | | | | () | |
| Impairment of assets | | | | | () | |
| Impairment of goodwill | | | | | () | |
Other items(e) | | | | | () | |
| Loss before income taxes | | | | | $ | () | |
(a)Adjusted cost of sales used in calculating segment Adjusted EBITDA excludes depreciation and amortization as well as the amortization of inventory step-up resulting from acquisitions.
(b)Adjusted selling, general and administrative expense used in the calculation of segment Adjusted EBITDA excludes certain acquisition and related costs, shareholder litigation costs, certain restructuring and succession charges, asset impairments, financial restructuring costs, equity-based compensation expense and other segment items—charges associated with strategic transactions, such as potential acquisitions or divestitures and transformative project to redesign systems and information processing projects.
.
15.
% of the Company’s shares in CartiHeal to a Trustee. Refer to Note 4. Acquisitions and divestitures for further details concerning the CartiHeal Settlement Agreement and its deconsolidation from the Company’s financial statements. CartiHeal had no sales for the years ended December 31, 2023 and 2022. | | $ | | | | Research and development expense | | | | | |
Change in fair value of contingent consideration(a) | | | | | |
Depreciation and amortization(a) | | | | | |
| Impairments of assets | | | | | |
| Operating loss from discontinued operations | () | | | () | |
Interest expense, net(a) | | | | | |
Other expense (income)(b) | | | | () | |
| Other expense (income) | | | | () | |
| Loss before income taxes | () | | | () | |
| Income tax benefit, net | | | | () | |
| Net loss from discontinued operations | () | | | () | |
| Loss attributable to noncontrolling interest—discontinued operations | | | | | |
| Net loss attributable to Bioventus Inc.—discontinued operations | $ | () | | | $ | () | |
(a)Depreciation and amortization, the change in fair value of contingent consideration and interest expense represent the significant operating non-cash items of discontinued operations.
(b)Other expense includes the $ loss on deconsolidation, of which $ was attributable to non-refundable payments. Total investing cash outflows included these non-refundable payments and $ cash on hand at disposal.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
None.
Item 9A. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting (as such term is defined in the Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
In connection with the preparation and filing of this Annual Report, the Company’s management, including our President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).
Based upon this evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that we maintained effective internal control over financial reporting as of December 31, 2024.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of Independent Registered Public Accounting Firm
This Annual Report does not include an attestation report on our internal control over financial reporting of our registered public accounting firm due to an exemption established by the JOBS Act for emerging growth companies.
Item 9B. Other Information.
During the quarter ended December 31, 2024, none of our directors or officers (as defined in rule 16a-1(f) under the Exchange Act) , modified or a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth information regarding our directors as of March 1, 2025:
| | | | | | | | | | | | | | |
Name | | Age | | Position(s) |
| Robert E. Claypoole | | 53 | | President, Chief Executive Officer and Director |
| William A. Hawkins | | 71 | | Director, Chairperson |
| John A. Bartholdson | | 54 | | Director |
| Patrick J. Beyer | | 59 | | Director |
| Philip G. Cowdy | | 57 | | Director |
| Mary Kay Ladone | | 58 | | Director |
| Michelle McMurry-Heath | | 55 | | Director |
| Guido J. Neels | | 76 | | Director |
| Guy P. Nohra | | 64 | | Director |
| Martin P. Sutter | | 69 | | Director |
| Susan M. Stalnecker | | 72 | | Director |
Robert Claypoole joined Bioventus as our President, Chief Executive Officer and a director in January 2024. Please see Mr. Claypoole’s biography set forth in Part I, Item 1. Business—Information about our Executive Officers of this Annual Report. The Company’s Board of Directors (the “Board”) believes that Mr. Claypoole is well-qualified to serve on our Board considering the breadth of his experience across multiple global medical device markets and his extensive expertise in accelerating innovation, driving operational excellence, enhancing go-to-market strategies, and driving commercial execution and organizational effectiveness.
William A. Hawkins has served as a member of our Board since September 2020 and as Chairperson of our Board since September 2020. Mr. Hawkins is a Senior Advisor to EW Healthcare Partners, a leading private equity firm investing in life sciences. From October 2011 to July 2015, Mr. Hawkins served as President and Chief Executive Officer of Immucor, Inc., a leading provider of transfusion and transplantation diagnostic products worldwide. Prior to that, Mr. Hawkins served in positions of increasing responsibility at Medtronic, Inc., a prominent medical technology company, from January 2001 to June 2011, most recently serving as its Chief Executive Officer from November 2007 to June 2011. Mr. Hawkins served as President and Chief Executive Officer of Novoste Corporation, a global leader in the field of vascular brachytherapy, from 1988 to 2002 and has also held several senior leadership positions at American Home Products (now known as Wyeth, LLC), Johnson & Johnson, Guidant Corp. and Eli Lilly and Co. Mr. Hawkins served as a member of the board of managers of BV LLC from January 2016 until the time of our IPO. Mr. Hawkins also currently serves on the board of directors of Biogen Inc. and MiMedx Group Inc., each a public biopharmaceutical company; and Baebies, Inc., Cirtec Medical Corp., Enterra Medical and Virtue Labs, LLC, each a privately-held life science company. Mr. Hawkins serves on the compensation committee of Biogen and chairs the ethics and compliance committee of MiMedx. Mr. Hawkins previously served on the Board of Directors of Avanos Medical, Inc. from 2015 to April 2021 and Immunor, Inc. from 2015 to 2021. Mr. Hawkins served on the Duke University Board of Trustees from 2011 to 2023, where he held the position of Vice Chair, and was appointed Duke University Trustee Emeritus in 2023. Mr. Hawkins also previously served as the Chair of the Duke University Health System board of directors. He is currently a member of the board of directors of the North Carolina Biotechnology Center and the Focused Ultrasound Foundation Society. Mr. Hawkins holds a Master of Business Administration from the University of Virginia Darden School of Business and received a Bachelor of Science in electrical and biomedical engineering from Duke University. Mr. Hawkins was selected to serve on our Board because of his experience in and knowledge of the life science industry.
John A. Bartholdson was appointed as a member of our Board effective January 8, 2023. Mr. Bartholdson is the co-founder and has been a Partner of Juniper Investment Company, a private investment management firm that invests in publicly traded and private companies through concentrated ownership positions since its inception in 2007. Mr. Bartholdson has 25 years of experience leading and overseeing private and public equity investments. His experience includes extensive management oversight, service on multiple public and private company boards, and deep transactional expertise. Mr. Bartholdson presently serves as the Chairman of the board of directors of Lincoln Educational Services Corporation, a public company and a leading provider of career education and training services, and Theragenics Corporation, a private medical device company serving the surgical products and prostate cancer treatment markets. Previously, he served as a member of the board of directors of Obagi Medical Products, Inc., a public specialty pharmaceutical company, until its acquisition by Valeant Pharmaceuticals in 2013. In addition, Mr. Bartholdson has previously served on the board of directors of numerous private companies. Mr. Bartholdson was a Partner of Stonington Partners, where he worked from 1997 to 2011. Prior to that, he was an analyst at Merrill Lynch Capital Partners from 1992 to 1994. Mr. Bartholdson received his Bachelor of Arts from Duke University and his Master of Business Administration from Stanford Graduate School of Business. Mr. Bartholdson was selected to serve on our board because of his professional investor perspective on stockholder and related matters and his significant governance, finance, capital markets and transactional experience on multiple public and private company boards.
Patrick J. Beyer has served as a member of our Board since October 2021. Mr. Beyer was appointed President and Chief Executive Officer and a member of the board of directors of ConMed Corporation, a publicly held medical technology company, effective January 1, 2025. Prior to that, Mr. Beyer served as ConMed Corporation’s Chief Operation Officer from April 2024 to December 2024, and before that as its President International and Global Orthopedics from October 2020 to April 2024. He previously served as President of ConMed International from December 2014 to October 2020. Prior to joining ConMed, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company from 2010 to 2014 when the company was sold. Prior to this, he spent 21 years at Stryker Corporation where he led Stryker Europe from 2005 to 2009; Stryker UK, South Africa and Ireland from 2002 to 2005 and Stryker Medical from 1999 to 2002. Mr. Beyer previously served on the board of directors of Misonix, Inc. from May 2021 to October 2021, where he was a member of its audit committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts in Economics, Western Michigan University with a Master of Business Administration in Finance and Harvard Business School’s Advanced Management Program. Mr. Beyer was selected to serve on our Board because of his extensive experience in international healthcare markets, his service as a chief executive officer and his broad business and public company experience.
Philip G. Cowdy has served as a member of our Board since September 2020. Mr. Cowdy has served as the Chief Business Development and Corporate Affairs Officer for Smith & Nephew plc, a medical equipment manufacturing company, since 2018. Since joining Smith & Nephew plc in June 2008, he has also served as Executive Vice President of Business Development and Corporate Affairs, Head of Corporate Affairs and Strategic Planning, Group Director of Corporate Affairs and Director of Investor Relations. Prior to joining Smith & Nephew plc, Mr. Cowdy served as a Senior Director at Deutsche Bank for 13 years, providing corporate finance and equity capital markets advice to a variety of UK-based companies. Mr. Cowdy served as a member of the board of managers of BV LLC from January 2012 to October 2017 and again from July 2018 until the time of our IPO, and has served as a member of its Audit, Compliance and Quality Committee. Mr. Cowdy received his Bachelor of Science in Natural Sciences from Durham University (“UK”) and is a qualified chartered accountant. Mr. Cowdy was selected to serve on our Board because of his experience in the industry, his finance experience, and his knowledge of the Company.
Mary Kay Ladone has served as a member of our Board since July 2021. Ms. Ladone served as Senior Vice President, Corporate Development, Strategy and Investor Relations, of Hill-Rom Holdings, Inc. (“Hill-Rom”), a medical technology provider, from December 2018 to December 2021. Ms. Ladone previously served as Hill-Rom’s Vice President, Investor Relations, July 2016 to December 2018. Ms. Ladone served as Senior Vice President, Investor Relations, of Baxalta Inc. from 2015 to 2016 before joining Hill-Rom. Prior to Baxalta Inc., Ms. Ladone served in a variety of senior finance, business development and investor relations roles for Baxter International, Inc. Since March 2022, Ms. Ladone has also served on the board of directors of Inogen Inc., a publicly traded supplemental oxygen therapies provider, where she is a member of the audit and compensation committees. Ms. Ladone also serves on the board of directors of Kestra Medical Technologies, Inc., a privately held wearable medical device and digital healthcare company, where she has been the chair of the audit committee since September 2022, and of Novanta Inc., a publicly traded supplier of technology solutions service to medical and advanced industrial original equipment manufacturers since July 2024. Ms. Ladone holds a Bachelor of Arts in Finance and Economics from the University of Notre Dame. Ms. Ladone was selected to serve on our Board due to her significant finance and investor relations, talent management, and M&A experience at large healthcare companies.
Michelle McMurry-Heath, MD, PhD, has served as a member of our Board since January 2022. Dr. McMurry-Heath served as President and Chief Operating Officer of the Biotechnology Innovation Organization, a membership and advocacy organization focused on improving biotech research and applying biotech innovations to major healthcare challenges, from 2020 to 2022. Dr. McMurry-Health was previously with Johnson & Johnson (“J&J”) from 2014 to 2020, where she served as Global Head of Evidence Generation for Medical Device Companies and then Vice President of Global External Innovation and Global Leader for Regulatory Sciences. Prior to her time at J&J, Dr. McMurry-Heath was a key science policy leader in government, conducting a comprehensive analysis of the National Science Foundation’s policies, programs and personnel. President Obama then named her associate science director of the FDA’s Center for Devices and Radiological Health where she served from 2010 to 2014. From 2005 to 2010, Dr. McMurry-Heath was Director of the Health, Biomedical Science and Society Policy Program at the Aspen Institute. Dr. McMurry-Heath began her career as a Senior Policy Advisor for Senator Joseph Lieberman for Health, Social, and Biomedical Innovation Policy from 2001 to 2004. She later served as a Robert Wood Johnson Health and Society Scholar at the University of California, San Francisco and Berkeley from 2004 to 2005 and a Mcarthur Fellow, Global Health for the Council on Foreign Relations from 2004 to 2006. Dr. McMurry-Heath also serves on the Board of Directors at publicly traded Revvity Inc., the former life sciences and diagnostics business of the company previously known as PerkinElmer, where she is a member of the audit committee. Dr. McMurray-Heath received her M.D./Ph.D. in Immunology from Duke University’s Medical Scientist Training Program, becoming the first African American to graduate from the prestigious program, and her AB in Biochemistry from Harvard University. Dr. McMurry-Heath was selected to serve on our Board due to her significant policy, regulatory, commercial healthcare and advocacy experience.
Guido J. Neels has served as a member of our Board since September 2020. Mr. Neels has been with EW Healthcare Partners (formerly Essex Woodlands), a healthcare growth equity and venture capital firm, since August 2006, where he is has served as Operating Partner since 2013. Prior to joining EW Healthcare Partners, Mr. Neels served in a variety of management positions at Guidant Corporation, a developer of cardiovascular medical products. From July 2004 until retiring in November 2005, Mr. Neels served as Guidant’s Chief Operating Officer, where he was responsible for the global operations of Guidant’s four operating units: Cardiac Rhythm Management, Vascular Intervention, Cardiac Surgery and Endovascular Solutions. From December 2002 to July 2004, Mr. Neels served as Guidant’s Group Chairman, Office of the President, responsible for worldwide sales operations, corporate communications, corporate marketing, investor relations and government relations. In January 2000, Mr. Neels was named Guidant’s President, Europe, Middle East, Africa and Canada. In addition, Mr. Neels served as Guidant’s Vice President, Global Marketing, Vascular Intervention, from 1996 to 2000 and as Guidant’s General Manager, Germany and Central Europe, from 1994 to 1996. Mr. Neels served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Neels also currently serves on the board of directors of Axogen, Inc. and is a member of its compensation committee. Mr. Neels previously served on the board of directors of Endologix, Inc. from December 2010 to June 2019 and on the board of directors of Entellus Medical from November 2009 to February 2018, each of which is a public company. Mr. Neels holds a Master in Business Administration from the Stanford University Graduate School of Business and received his Business Engineering degree from the University of Leuven in Belgium. Mr. Neels was selected to serve on our Board because of his experience in the industry, familiarity with serving on the boards of public companies and his knowledge of our business.
Guy P. Nohra has served as a member of our Board since September 2020. In March 1996, Mr. Nohra co-founded Alta Partners, a life sciences venture capital firm, and he has since been involved in the funding and development of numerous medical technology and life sciences companies. Mr. Nohra served as a member of the board of managers of BV LLC, from May 2012 until the time of our IPO. Mr. Nohra currently serves as a member of the boards of directors of Spiral Therapeutics, Inc., a private life sciences company. He also previously served on the board of directors of various public companies, including ATS Medical, Inc., Cutera, Inc., AcelRx Pharmaceuticals, Inc., and ZS Pharma, as well as several private companies, including Bionure, Inc., Sanifit Therapeutics S.A., Carbylan Biosurgery, Inc., Cerenis Therapeutics, Coapt Systems, Paracor Medical, Inc. and PneumRx. Mr. Nohra holds a Master in Business Administration from the University of Chicago and received his Bachelor of Arts in History from Stanford University. Mr. Nohra was selected to serve on our Board because of his extensive experience in the life sciences industry, his investment and development experience, and his service as a director of other life sciences companies.
Martin P. Sutter has served as a member of our Board since September 2020. Mr. Sutter is one of the two founding Managing Directors of EW Healthcare Partners (previously known as Essex Woodlands), one of the oldest and largest life sciences and healthcare focused growth equity and venture capital firms, which he formed in 1985. Mr. Sutter has more than 35 years of management experience in operations, marketing, finance and venture capital. Mr. Sutter served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Sutter also currently serves on the board of directors of MiMedx Group, Inc., a publicly traded regenerative medicine life sciences company, and Prolacta Biosciences, Inc., a privately held life sciences company. Mr. Sutter has also previously served on the board of directors of Abiomed, Inc., Tissue Tech, Inc. and Suneva Medical, Inc. Mr. Sutter currently serves on the compensation and nominating and governance committees of MiMedx Group, Inc. and Prolacta Biosciences, Inc. and previously served on the compensation and nominating and governance committee of Abiomed, Inc. Mr. Sutter holds a Master of Business Administration from the University of Houston and received his Bachelor of Science from Louisiana State University. Mr. Sutter was selected to serve on our Board because of his extensive experience in the life sciences industry, his investment experience, and his service as a director of other life sciences companies.
Susan M. Stalnecker has served as a member of our Board since September 2020. Ms. Stalnecker has been a Senior Advisor at Boston Consulting Group, a global management consulting firm, since March 2016. Ms. Stalnecker served as Vice President of E.I. duPont de Nemours and Co. (now known as DuPont de Nemours, Inc., or DuPont), a diversified science and innovations public company and leader in the fields of healthcare, electronics and transportation, from December 1976 until she retired in 2016. During her nearly 40-year career at DuPont, Ms. Stalnecker served in several senior leadership roles including Vice President, Treasurer & M&A; Vice President, Risk Management; Vice President, Government and Consumer Markets; and Vice President, Productivity & Shared Services. Ms. Stalnecker served as a member of the board of managers of BV LLC from November 2018 until the time of our IPO. Ms. Stalnecker also currently serves on the board of directors of Leidos Holding, Inc. and Optimum Funds McQuairie. She also serves on the audit & finance committee of Leidos Inc. and the audit committee of Optimum Funds McQuairie. From 2009 to 2023, Ms. Stalnecker served on the Board of Trustees of the Duke Health System, where she was a member of the compliance, audit and finance committees. Ms. Stalnecker holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and received her Bachelor of Arts from Duke University. Ms. Stalnecker was selected to serve on our Board because of her qualifications as a financial expert, and her extensive treasury, governance, risk management and investment experience, and her service as a director of other public companies.
Additional information required by this Item concerning our directors is incorporated by reference from the sections captioned “Election of Directors,” “Corporate Governance” and “Committees of the Board” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
The information required by this Item concerning our Audit and Risk Committee is incorporated by reference from the section captioned “Committees of the Board-Audit and Risk Committee” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
Code of compliance and ethics
We have adopted a written code of compliance and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on our website, www.bioventus.com. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code.
The information required by this Item concerning our executive officers is set forth at the end of Part I of this Annual Report.
The information required by this Item, if any, concerning compliance with Section 16(a) of the Exchange Act will be incorporated by reference from the section captioned “Delinquent Section 16(a) Reports” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference from the section captioned “Executive and Director Compensation” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.
The information required by this Item is incorporated by reference from the section captioned “Equity-based Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference from the section captioned “Certain Relationships and Related Party Transactions” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
Item 14. Principal Accounting Fees and Services.
The information required by this Item is incorporated by reference from the section captioned “Report of the Audit and Risk Committee of the Board of Directors” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
PART IV
Item 15. Exhibits and 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 | | | | 8-K | | 001-37844 | | 2.1 | | 7/29/2021 | | |
| | | | | | | | | | | | |
| 2.3 | | | | 8-K | | 001-37844 | | 2.1 | | 5/16/2023 | | |
| | | | | | | | | | | | |
| 2.4 | | | | 8-K | | 001-37844 | | 2.1 | | 10/4/2024 | | |
| | | | | | | | | | | | |
| 3.1 | | | | 8-K | | 001-37844 | | 3.1 | | 6/17/2024 | | |
| | | | | | | | | | | | | |
| 3.1(a) | | | | 8-K | | 001-37844 | | 3.1 | | 6/17/2024 | | |
| | | | | | | | | | | | |
| 3.2 | | | | 8-K | | 001-37844 | | 3.2 | | 6/17/2024 | | |
| | | | | | | | | | | | | |
| 4.1 | | | | S-1 | | 333-252238 | | 4.1 | | 1/20/2021 | | |
| | | | | | | | | | | | | |
| 4.2 | | | | | | | | | | | | * |
| | | | | | | | | | | | |
| 10.1 | | | | 8-K | | 001-37844 | | 10.2 | | 2/17/2021 | | |
| | | | | | | | | | | | | |
| 10.2 | | | | 8-K | | 001-37844 | | 10.3 | | 2/17/2021 | | |
| | | | | | | | | | | | | |
| 10.3 | | | | 8-K | | 001-37844 | | 10.1 | | 2/17/2021 | | |
| | | | | | | | | | | | | |
| 10.4 | | | | 8-K | | 001-37844 | | 10.4 | | 2/17/2021 | | |
| | | | | | | | | | | | | |
| 10.4(a) | | | | 8-K | | 001-37844 | | 10.1 | | 6/21/2024 | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit no. | | Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed / Furnished Herewith |
| 10.5† | | | | S-1 | | 333-252238 | | 10.5 | | 1/20/2021 | | |
| | | | | | | | | | | | | |
| 10.6† | | | | S-1 | | 333-252238 | | 10.6 | | 1/20/2021 | | |
| | | | | | | | | | | | | |
| 10.7† | | | | S-1 | | 333-252238 | | 10.7 | | 1/20/2021 | | |
| | | | | | | | | | | | | |
| 10.7(a)† | | | | S-1 | | 333-252238 | | 10.7(a) | | 1/20/2021 | | |
| | | | | | | | | | | | |
| 10.7(b)† | | | | S-1/A | | 333-252238 | | 10.7(b) | | 2/4/2021 | | |
| | | | | | | | | | | | |
| 10.8 | | | | S-1 | | 001-37844 | | 10.11 | | 1/20/2021 | | |
| | | | | | | | | | | | |
| 10.8(a) | | | | 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) | | | | 8-K | | 001-37844 | | 10.1 | | 7/12/2022 | | |
| | | | | | | | | | | | |
| 10.8(d) | | | | 10-K | | 001-37844 | | 10.8(d) | | 3/31/2023 | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit no. | | Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed / Furnished Herewith |
| 10.8(e) | | | | 8-K | | 001-37844 | | 10.1 | | 1/19/2024 | | |
| | | | | | | | | | | | |
| 10.9^ | | | | S-1 | | 333-252238 | | 10.33 | | 1/20/2021 | | |
| | | | | | | | | | | | |
| 10.10^ | | | | S-1 | | 333-252238 | | 10.38 | | 1/20/2021 | | |
| | | | | | | | | | | | |
| 10.11^ | | | | S-1/A | | 333-252238 | | 10.44 | | 2/4/2021 | | |
| | | | | | | | | | | | |
| 10.12^ | | | | 10-Q | | 001-37844 | | 10.3 | | 8/12/2022 | | |
| | | | | | | | | | | | |
| 10.13^ | | | | S-1/A | | 333-252238 | | 10.47 | | 2/10/2021 | | |
| | | | | | | | | | | | |
| 10.14^ | | | | S-1/A | | 333-252238 | | 10.48 | | 2/10/2021 | | |
| | | | | | | | | | | | |
| 10.15^ | | | | | | | | | | | | * |
| | | | | | | | | | | | |
| | | | | | | | | | | | * |
| | | | | | | | | | | | |
| 10.17^ | | | | S-1/A | | 333-252238 | | 10.51 | | 2/10/2021 | | |
| | | | | | | | | | | | |
| 10.18^ | | | | S-1/A | | 333-252238 | | 10.55 | | 2/10/2021 | | |
| | | | | | | | | | | | |
| 10.19 | | | | S-1/A | | 333-252238 | | 10.46 | | 2/4/2021 | | |
| | | | | | | | | | | | |
| 10.20 | | | | 8-K | | 001-37844 | | 10.1 | | 11/22/2021 | | |
| | | | | | | | | | | | |
| 10.20(a) | | | | | | | | | | | | * |
| | | | | | | | | | | | |
| 10.21^ | | | | 8-K | | 001-37844 | | 10.1 | | 2/28/2022 | | |
| | | | | | | | | | | | |
| 10.22^ | | | | S-8 | | 333-264050 | | 99.1 | | 4/1/2022 | | |
| | | | | | | | | | | | |
| 10.23^ | | | | S-8 | | 333-264050 | | 99.2 | | 4/1/2022 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit no. | | Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed / Furnished Herewith |
| 10.24 | | | | 10-Q | | 001-37844 | | 10.3 | | 5/16/2023 | | |
| | | | | | | | | | | | |
| 10.25† | | | | S-1 | | 333-252238 | | 10.9 | | 1/20/2021 | | |
| | | | | | | | | | | | |
| 10.26^ | | | | 10-Q | | 001-37844 | | 10.1 | | 5/16/2023 | | |
| | | | | | | | | | | | |
| 10.27^ | | | | 8-K/A | | 001-37844 | | 10.1 | | 4/11/2023 | | |
| | | | | | | | | | | | |
| 10.28^ | | | | 8-K | | 001-37844 | | 10.1 | | 6/9/2023 | | |
| | | | | | | | | | | | |
| 10.29^ | | | | 8-K | | 001-37844 | | 10.2 | | 6/9/2023 | | |
| | | | | | | | | | | | |
| 10.30^ | | | | 8-K | | 001-37844 | | 10.1 | | 12/21/2023 | | |
| | | | | | | | | | | | |
| 10.31^ | | | | 8-K | | 001-37844 | | 10.2 | | 12/21/2023 | | |
| | | | | | | | | | | | |
| 10.32^ | | | | 8-K | | 001-37844 | | 10.3 | | 12/21/2023 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | * |
| | | | | | | | | | | | |
| 21.1 | | | | | | | | | | | | * |
| | | | | | | | | | | | |
| | | | | | | | | | | | * |
| | | | | | | | | | | | | |
| | | | | | | | | | | | * |
| | | | | | | | | | | | |
| | | | | | | | | | | | * |
| | | | | | | | | | | | |
| | | | | | | | | | | | ** |
| | | | | | | | | | | | |
| 97.1 | | | | 10-K | | 001-37844 | | 97.1 | | 3/12/2024 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | * |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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.
Item 16. Form 10-K Summary.
None
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| | BIOVENTUS INC. |
| | |
| By: | /s/ | Robert E. Claypoole |
| | Name: | Robert E. Claypoole |
| | Title: | President, Chief Executive Officer and Director (Principal Executive Officer) |
| March 11, 2025 | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
Name | | Date | | Title |
| | | | |
| /s/ Robert E. Claypoole | | March 11, 2025 | | President, Chief Executive Officer and Director
(Principal Executive Officer) |
Robert E. Claypoole | | | |
| | | | | |
| /s/ Mark L. Singleton | | March 11, 2025 | | Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
Mark L. Singleton | | | |
| | | | |
| /s/ William A. Hawkins III | | March 11, 2025 | | Chairman |
William A. Hawkins III | | | | |
| | | | |
| /s/ John A. Bartholdson | | March 11, 2025 | | Director |
| John A. Bartholdson | | | | |
| | | | |
/s/ Patrick J. Beyer | | March 11, 2025 | | Director |
Patrick J. Beyer | | | | |
| | | | |
| /s/ Philip G. Cowdy | | March 11, 2025 | | Director |
Philip G. Cowdy | | | | |
| | | | |
| /s/ Mary Kay Ladone | | March 11, 2025 | | Director |
Mary Kay Ladone | | | | |
| | | | |
| /s/ Michelle McMurry-Heath | | March 11, 2025 | | Director |
Michelle McMurry-Heath | | | | |
| | | | |
| /s/ Guido J. Neels | | March 11, 2025 | | Director |
Guido J. Neels | | | | |
| | | | |
| /s/ Guy P. Nohra | | March 11, 2025 | | Director |
Guy P. Nohra | | | | |
| | | | |
| /s/ Susan M. Stalnecker | | March 11, 2025 | | Director |
Susan M. Stalnecker | | | | |
| | | | |
| /s/ Martin P. Sutter | | March 11, 2025 | | Director |
Martin P. Sutter | | | | |
| | | | |
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