{"url_path":"/sec/avns/8-k/2026-07-15/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1606498/0001606498-26-000093-index.html","accession_number":"0001606498-26-000093","cik":"0001606498","ticker":"AVNS","issuer_name":"AVANOS MEDICAL, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1606498/0001606498-26-000093-index.html","primary_entity_key":"0001606498","primary_entity_name":"AVANOS MEDICAL, INC."},"word_count":2228,"has_tables":true,"body_markdown":"Item 8.01    Other Events\n\nSupplement to Definitive Proxy Statement\n\nAs previously disclosed, on April 13, 2026, Avanos Medical, Inc. (“Avanos” or the “Company”) entered into an Agreement and Plan of Merger (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the “Merger Agreement”), by and among Avanos, A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Upon the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Avanos, with Avanos surviving as a wholly-owned subsidiary of Parent (the “Merger”).\n\nOn June 10, 2026, Avanos filed a definitive proxy statement (the “Definitive Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) for the solicitation of proxies in connection with a special meeting of Avanos’ stockholders to be held on July 22, 2026 (the “Special Meeting”), to consider and vote on several proposals further described in the Definitive Proxy Statement, including the approval and adoption of the Merger Agreement and the approval of the consummation of the transactions contemplated thereby, including the Merger.\n\nBetween June 29, 2026, and June 30, 2026, two purported stockholders of Avanos commenced actions (the “Lawsuits”), captioned Williams v. Avanos Medical, Inc. et al. (No. 653829/2026) and Stevens v. Avanos Medical, Inc. et al. (No. 653863/2026), in New York Supreme Court, New York County. The plaintiffs in each of the Lawsuits seek, among other things, to enjoin the Merger and an award of attorneys’ and expert fees and expenses. In addition, Avanos has received demand letters from certain purported stockholders of Avanos that allege deficiencies and/or omissions in the Definitive Proxy Statement (collectively, the “Demand Letters” and together with the Lawsuits, the “Matters”). The Matters each allege that, among other things, the Definitive Proxy Statement contains certain disclosure deficiencies and/or incomplete information regarding the Merger and seek additional disclosures to remedy these purported deficiencies. Avanos disagrees with the allegations asserted in the Matters and believes that no further disclosure is required to supplement the Definitive Proxy Statement under applicable law. However, to avoid the risk of the Matters delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Avanos has determined to voluntarily supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Avanos specifically denies all allegations in the Matters, including that any additional disclosure was or is required, whether or not set forth in this Current Report on Form 8-K.\n\nThe supplemental disclosures below do not modify in any way the terms of the Merger, including the Merger Consideration, or the timing of the Special Meeting. Avanos’ board of directors continues to unanimously recommend that Avanos’ stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal (as those terms are defined in the Definitive Proxy Statement).\n\nSUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT\n\nThe Company is providing additional information regarding the Definitive Proxy Statement to its stockholders. These disclosures should be read in connection with, and should be deemed made as of the date of, the Definitive Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. Paragraph and page references used herein refer to the Definitive Proxy Statement before any additions or deletions resulting from the supplemental disclosures.\n\nThe Company hereby makes the following amended and supplemental disclosures:\n\nThe following disclosure in the section entitled “The Merger – Background of the Merger” appearing on page 31 of the Definitive Proxy Statement is hereby amended and supplemented by adding the underlined bolded text below:\n\nIn the ordinary course, AIP discusses with UBS the medical technology industry and potentially available acquisition and investment opportunities. On July 7, 2025, Jamie Tam, a partner at AIP, contacted UBS via email and subsequently spoke with UBS via telephone to discuss the Company’s business. Throughout that month, AIP continued to express to UBS an interest in exploring a potential transaction with the Company. In connection with its engagement by Avanos, UBS provided a customary conflict disclosure letter to Avanos, reflecting that UBS had received material M&A and other investment banking revenue from Sponsors A and C, and immaterial M&A and other investment banking revenue from AIP, during the two-year period leading up to the date of the conflict disclosure letter, and could potentially receive material M&A and other investment banking\n\nrevenue from Sponsors A and C and from AIP from then-current engagements. Upon the consummation of the proposed Merger, UBS will receive an estimated fee of not more than $5 million from the Company in connection with various services provided.\n\nThe following disclosure in the section entitled “The Merger – Background of the Merger” appearing on page 40 of the Definitive Proxy Statement is hereby amended and supplemented by adding the underlined bolded text below:\n\nPrior to 11:59 p.m., Eastern Time, on April 13, 2026, Avanos and affiliates of AIP executed and delivered the Merger Agreement and the AIP Fund executed and delivered the equity commitment letter. The Company issued a press release announcing the Merger and the execution of the Merger Agreement on the morning of April 14, 2026 prior to the opening of trading on the NYSE. At no time prior to the execution of the Merger Agreement did AIP or any of its affiliates substantively discuss with any representative of Avanos (or include in any of its proposals for a transaction with Avanos) the termination of the employment of any of Avanos’ executive officers in connection with the Merger, their resignation, or their continued employment (or any terms thereof) after the closing of the Merger.\n\nThe disclosure in the section entitled “The Merger – Certain Unaudited Forecasted Financial Information – Forecasts” appearing on page 46 of the Definitive Proxy Statement is hereby amended and supplemented by adding the underlined bolded text below:\n\nIn addition, the Forecasts included Adjusted EBITDA (including SBC) for the twelve-month period immediately preceding March 31, 2026 of $82.4 million, which was calculated using Avanos’ actual Adjusted EBITDA (including SBC) of $86.8 million for the fiscal year ended December 31, 2025, by subtracting Avanos’ actual Adjusted EBITDA (including SBC) of $21.6 million for the quarter ended March 31, 2025, and adding Avanos’ management’s Forecast for Adjusted EBITDA (including SBC) for the quarter ended March 31, 2026 of $17.2 million. Forecasted Adjusted EBITDA (including SBC) for the twelve-month period immediately preceding March 31, 2026 does not take into account any circumstances or events occurring after the date that such Forecast was prepared, does not take into account any potential cost synergies or revenue opportunities arising out of the Merger, and does not give effect to the Merger.\n\nExcept as required by applicable securities laws, Avanos does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions are shown to in error or are no longer appropriate or to reflect changes in general economic or industry conditions.\n\nThe disclosure in the section entitled “The Merger – Opinion of J.P. Morgan Securities LLC – Public Trading Multiples” that begins on page 48 of the Definitive Proxy Statement is hereby amended and supplemented in its entirety as follows (with the underlined bolded text below indicating the additional language):\n\nPublic Trading Multiples. Using publicly available information, JP Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses that JP Morgan judged to be sufficiently analogous to the Company’s business (or aspects thereof). The comparable companies selected by JP Morgan were as follows:\n\n• Align Technology, Inc.\n\n• Bioventus Inc.\n\n• CONMED Corporation\n\n• Enovis Corporation\n\n• Envista Holdings Corporation\n\n• Haemonetics Corporation\n\n• ICU Medical, Inc.\n\n• Integra LifeSciences Holdings Corporation\n\n• LivaNova PLC\n\n• Varex Imaging Corporation\n\nThese companies were selected, among other reasons, by JP Morgan because they are publicly traded companies with operations, businesses, and financial profiles that, for the purposes of JP Morgan’s analysis, were considered to be sufficiently similar to those of the Company. However, certain of these companies may have characteristics that\n\nare materially different from those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Company.\n\nUsing publicly available information, JP Morgan calculated, for each selected company, the multiple of the firm value (the “FV”) (calculated as equity value, plus or minus, as applicable, net debt or net cash) to the analyst consensus estimates of calendar year 2026 Adjusted EBITDA for the applicable company (the “FV/2026E Adj. EBITDA Multiple”).\n\nThe FV/2026E Adj. EBITDA Multiple for each selected company was as follows:\n\nFV/2026E Adj. EBITDA Multiple\n\nAlign Technology, Inc.12.6x\n\nBioventus Inc.10.2x\n\nCONMED Corporation8.3x\n\nEnovis Corporation7.0x\n\nEnvista Holdings Corporation11.7x\n\nHaemonetics Corporation8.5x\n\nICU Medical, Inc.11.5x\n\nIntegra LifeSciences Holdings Corporation7.2x\n\nLivaNova PLC11.6x\n\nVarex Imaging Corporation7.5x\n\nBased on the results of this analysis, JP Morgan selected a FV/2026E Adj. EBITDA Multiple reference range for the Company of 7.0x to 12.6x, with a median FV/2026E Adj. EBITDA Multiple of 9.4x. JP Morgan then applied such reference range to the Company’s forecasted Adjusted EBITDA for fiscal year 2026 provided in the Forecasts. The analysis indicated a range of implied per share equity value for the Common Stock (rounded to the nearest $0.25) of $12.75 to $23.50, which JP Morgan compared to (i) the closing price of the Common Stock of $14.53 per share on April 13, 2026 and (ii) the Merger Consideration of $25.00 per share of Common Stock.\n\nThe disclosure in the section entitled “The Merger – Opinion of J.P. Morgan Securities LLC – Selected Transactions Analysis” that begins on page 49 of the Definitive Proxy Statement is hereby amended and supplemented in its entirety as follows (with the underlined bolded text below indicating the additional language and the stricken bolded text below indicating the deleted language):\n\nSelected Transactions Analysis. Using publicly available information, JP Morgan examined selected transactions involving businesses which JP Morgan judged to be sufficiently analogous to the Company’s business (or aspects thereof) based on JP Morgan’s experience and familiarity with the industries in which the Company operates.\n\nUsing publicly available information, JP Morgan calculated, for each selected transaction, the multiple of the target company’s FV implied in the relevant transaction to the target company’s Adjusted EBITDA for the twelve-month period immediately preceding the announcement of the applicable transaction (the “FV/LTM Adj. EBITDA Multiple”).\n\nThe following transactions were selected by JP Morgan as relevant to the evaluation of the proposed Merger, and the transaction value and FV/LTM Adj. EBITDA Multiple for each selected transaction, were as follows:\n\nAnnouncement DateAcquirorTargetTransaction Value (in billions)FV/LTM Adj. EBITDA Multiple\n\nJuly 21, 2025ARCHIMEDZimVie Inc.$0.711.2x\n\nDecember 11, 2024Patient Square CapitalPatterson Companies, Inc.$4.112.3x\n\nAugust 13, 2024The Carlyle GroupBaxter International Inc. (Vantive Kidney Care segment)$3.88.8x\n\nApril 11, 2024Peak Rock CapitalSTERIS plc (Dental segment)$0.89.3x\n\nSeptember 25, 2023Enovis CorporationLimaCorporate S.p.A.$0.811.0x\n\nSeptember 8, 2021ICU Medical, Inc.Smiths Group plc (Smiths Medical)$2.68.5x\n\nApril 10, 2018Altaris Capital Partners, LLCAnalogic Corporation$0.913.4x\n\nFebruary 15, 2017Integra LifeSciences Holdings CorporationJohnson & Johnson (Codman Neurosurgery)$1.09.1x\n\nOctober 6, 2016ICU Medical, Inc.Pfizer Inc. (Hospira Infusion Systems)$1.06.3x\n\nJune 17, 2015Hill-Rom Holdings, Inc.Welch Allyn$2.113.3x\n\nFebruary 26, 2015Cyberonics, Inc.Sorin S.p.A.$1.610.9x\n\nJune 11, 2012EQT VIBSN Medical$2.310.6x\n\nNone of the selected transactions reviewed was identical to the proposed Merger. However, the selected transactions were chosen because certain financial aspects of the transactions, for purposes of JP Morgan’s analysis, may be considered sufficiently similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected transactions differently than they would affect the proposed Merger.\n\nUsing publicly available information, JP Morgan calculated, for each selected transaction, the multiple of the target company’s FV implied in the relevant transaction to the target company’s Adjusted EBITDA for the twelve-month period immediately preceding the announcement of the applicable transaction (the “FV/LTM Adj. EBITDA Multiple”).\n\nBased on the results of this analysis, JP Morgan selected a FV/LTM Adj. EBITDA Multiple reference range for the Company of 6.3x to 13.4x, with a median FV/LTM Adj. EBITDA Multiple of 10.7x. JP Morgan then applied such reference range to the Company’s forecasted Adjusted EBITDA for the twelve-month period immediately preceding March 31, 2026. The analysis indicated a range of implied per share equity value for the Common Stock (rounded to the nearest $0.25) of $9.75 to $21.75, which JP Morgan compared to (i) the closing price of the Common Stock of $14.53 per share on April 13, 2026 and (ii) the Merger Consideration of $25.00 per share of Common Stock."}