8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 14, 2025

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ARTIVION, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (770) 419-3355

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 8.01 below is incorporated by reference herein. The issuance of the Shares (defined below) under the Exchange Agreements (defined below) is being made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), only to investors that qualified as a “qualified institutional buyer” (as such term is defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as such term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act).

Item 8.01 Other Events.

On May 14, 2025, Artivion, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders (the “Holders”) of the Company’s 4.250% Convertible Senior Notes due July 1, 2025 (the “Notes”). Under the terms of the Exchange Agreements, the Holders agreed to exchange an aggregate principal amount of approximately $94.54 million of Notes held by the Holders in exchange for an aggregate number of shares of the Company’s common stock to be determined by utilizing a formula based in part on the daily volume-weighted average price per share of the Company’s common stock over a four trading day averaging period beginning May 15, 2025 (“Shares”). Although the aggregate number of Shares will ultimately be determined based on the foregoing formula, for illustrative purposes only, if the daily volume-weighted average price per share of the Company’s common stock during such period was equal to $28.91 (the closing price per share of the Company’s common stock on May 13, 2025), the aggregate number of Shares due at settlement pursuant to the Exchange Agreements would be approximately 4.1 million Shares. In addition, pursuant to the Exchange Agreements, the Company will make a cash payment to the Holders in respect of accrued and unpaid interest on the exchanged Notes.

The transaction is expected to close on or about May 28, 2025, subject to customary closing conditions. Immediately following the exchange of the Notes contemplated by the Exchange Agreements, approximately $5.46 million in aggregate principal amount of the Notes will remain outstanding.

On May 14, 2025, the Company issued a press release announcing entry into the Exchange Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy Shares or any other security and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Item 9.01    Exhibits.

(d)Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Artivion, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2025

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Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Artivion Announces Agreements to Exchange $95 Million in Principal Amount of its 4.250% Convertible Notes Due 2025 for Common Stock

ATLANTA, GA – (May 14, 2025) – Artivion, Inc. (NYSE: AORT), a leading cardiac and vascular surgery company focused on aortic disease, today announced that it entered into separate, privately negotiated exchange agreements with certain holders of its 4.250% Convertible Senior Notes due 2025 (the “Existing Convertible Notes”). Under the exchange agreements, the company will, subject to customary closing conditions, repurchase approximately $95 million principal amount of Existing Convertible Notes in exchange for a number of shares of the company’s common stock to be determined based on the trading price of the common stock over a four trading day averaging period beginning on May 15, 2025 (the “Shares”). Although the number of Shares to be issued is subject to final determination, at yesterday’s closing common stock price of $28.91 per share, the transaction would have resulted in the issuance of approximately 4.1 million Shares in total. In addition, pursuant to the exchange agreements, the company will pay cash to the holders for accrued and unpaid interest. These exchange transactions are expected to close on or about May 28, 2025, subject to the satisfaction of customary closing conditions.

J. Wood Capital Advisors LLC acted as financial advisor to Artivion in connection with the exchange transactions.

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The Shares issuable in the exchanges have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Statements made in this press release that look forward in time, including those relating to closing of the exchange transactions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations, including, but not limited to, Artivion’s ability to complete the transactions and general market conditions that might affect the transactions. Additional risks and uncertainties include the risk factors detailed in our Securities and Exchange Commission filings, including our Form 10-K for the year ended December 31, 2024, and our Form 10-Q for the quarter ended March 31, 2025. Artivion does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.

About Artivion, Inc.

Headquartered in suburban Atlanta, Georgia, Artivion, Inc. is a medical device company focused on developing simple, elegant solutions that address cardiac and vascular surgeons’ most difficult challenges in treating patients with aortic diseases. Artivion’s four major groups of products include: aortic stent grafts, surgical sealants, On-X mechanical heart valves, and implantable cardiac and vascular human tissues. Artivion markets and sells products in more than 100 countries worldwide. For additional information about Artivion, visit our website, www.Artivion.com.

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