{"url_path":"/sec/aort/8-k/2026-05-18/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/784199/0001628280-26-035798-index.html","accession_number":"0001628280-26-035798","cik":"0000784199","ticker":"AORT","issuer_name":"ARTIVION, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/784199/0001628280-26-035798-index.html","primary_entity_key":"0000784199","primary_entity_name":"ARTIVION, INC."},"word_count":704,"has_tables":true,"body_markdown":"Item 8.01 Other Events.\n\nOn May 18, 2026, Artivion completed its previously announced acquisition of Endospan pursuant to the exercise of Artivion’s option to purchase (directly or indirectly through an affiliate) all of the outstanding securities of Endospan. This transaction was consummated pursuant to that certain Securities Purchase Option Agreement, dated September 11, 2019, by and among Artivion, Endospan, the securityholders of Endospan listed in Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative (as amended on July 1, 2024 and January 9, 2026, the “Agreement”).\n\nAs previously disclosed, the base purchase price of $175.0 million which, pursuant to the Agreement, Artivion elected to cause to be paid entirely in cash, was subject to certain adjustments for, among other things, working capital, indebtedness, cash and transaction expenses, as well as escrowed and reserved amounts for indemnification and purchase price adjustments, and outstanding indebtedness, including amounts outstanding under the Amended and Restated Loan Agreement, dated July 1, 2024, by and between Artivion and Endospan (the “Amended and Restated Loan Agreement”). CryoLife Asia Pacific Pte. Ltd., a private company limited by shares organized in Singapore and a wholly owned subsidiary of Artivion, paid a net purchase price, after offsetting the loans under the Amended and Restated Loan Agreement, of approximately $131.3 million. A portion of the purchase price was deposited into escrow accounts, including $16.5 million in an indemnity escrow fund and $1.0 million in an adjustment escrow fund, in each case subject to the terms and conditions of the Agreement.\n\nIn addition, the Securityholders are entitled to receive contingent consideration of up to $200.0 million based on the future performance of Endospan’s Nexus™ product, which amount, if any, would be determined and payable approximately two years following the closing of the acquisition.\n\nThe foregoing description of the acquisition and the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Securities Purchase Option Agreement, dated as of September 11, 2019, by and among Artivion, Endospan, the Securityholders and Shareholder Representative Services LLC, as the securityholder representative, Amendment No. 1 to Securities Purchase Option Agreement, dated July 1, 2024, by and among Artivion, Endospan and Shareholder Representative Services LLC, as the securityholder representative, and Amendment No. 2 to Securities Purchase Option Agreement, dated January 9, 2026, by and among Artivion, Endospan and Shareholder Representative Services LLC, as the securityholder representative, which were filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Current Report on Form 8-K filed by Artivion with the Securities Exchange Commission on May 7, 2026, and are incorporated by reference herein.\n\nReferences to Nexus™ refer to Endospan’s NEXUS™ Aortic Arch Stent Graft System product. All brands, product names, company names, trademarks and service marks are the properties of their respective owners.\n\n-2-\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements for the purposes of federal and state securities laws. These forward-looking statements involve risks and uncertainties that could significantly affect the financial or operating results of Artivion. Forward-looking statements in this Current Report on Form 8-K include, among other things, statements regarding the contingent consideration that may become payable based on the future performance of Endospan’s NEXUS™ product, including the timing and amount of any such payment. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among other things, risks related to Artivion’s ability to successfully integrate Endospan’s operations and technology, the future performance of Endospan’s NEXUS™ product, and other risks and uncertainties, including but not limited to those described in Artivion’s Annual Report on Form 10-K on file with the SEC and from time to time in other reports including Artivion’s Quarterly Reports on Form 10-Q. Artivion disclaims any obligation or duty to update or modify any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law."}