8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: December 15, 2021

(Date of earliest event reported)

AVANOS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-36440

Registrant’s telephone number, including area code: (844) 428-2667

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:

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events

Avanos Medical, Inc. (the “Company”) issued a press release on December 15, 2021, announcing that the Company’s Board of Directors approved a share repurchase program under which the Company may purchase up to $30 million of its Common Stock. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

SIGNATURE

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

Document

Exhibit 99.1

AVANOS MEDICAL, INC. ANNOUNCES SHARE REPURCHASE AUTHORIZATION

ALPHARETTA, Ga., Dec. 15, 2021 /PRNewswire/ -- Avanos Medical, Inc. (NYSE: AVNS) today announced that its Board of Directors has approved a share repurchase program authorizing Avanos to purchase up to $30 million of the company’s common stock. The Company expects to fund repurchases under this program from the company’s existing cash or future cash flow.

The Company has established a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Rule 10b5-1 trading plan will permit common stock to be repurchased over a twelve-month period. The Rule 10b5-1 trading plan will be administered by an independent broker and will be subject to preset price, volume and timing restrictions set forth in the plan.

“Over the past 18 months we have spent significant effort settling a range of litigation matters, which has created clarity around our free cash flow generation,” said Avanos Chief Executive Officer Joe Woody. “We are confident in our strategy, have a strong balance sheet to support both our organic and inorganic growth initiatives, and believe that using some capital to invest in ourselves is prudent at these stock levels.”

There is no assurance as to the amount, timing or prices of repurchases, all of which will vary based on market conditions and other factors, as well as being subject to the parameters set forth in the plan intended to comply with the requirements of Rule 10b-18 under the Exchange Act.

About Avanos Medical: Avanos Medical, Inc. (NYSE: AVNS) is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients' quality of life. Headquartered in Alpharetta, Georgia, Avanos is committed to addressing some of today's most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. Avanos develops, manufactures and markets its recognized brands

Exhibit 99.1

in more than 90 countries. For more information, visit www.avanos.com and follow Avanos Medical on Twitter (@AvanosMedical), LinkedIn and Facebook.

SOURCE Avanos Medical, Inc.

Note Regarding Forward-Looking Statements

This press release contains information that includes or is based on "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "may," "believe”, "will," “expect,” “project,” “estimate,” “anticipate,” “plan” or “continue” and similar expressions, among others. The "forward-looking statements" include, without limitation, statements regarding the Company's expectations regarding free cash flow, its ability to execute on its strategy, and the timing and amount of the Company’s share repurchases. Forward-looking statements are based on the current plans and expectations of management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Actual results could differ materially from those expected as a result of a variety of factors, including weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; risks related to the ongoing COVID-19 pandemic; shortage in drugs used in our Acute Pain products or other disruptions in our supply chain; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the impact of investigative and legal proceedings and compliance risks; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; and changes in the competitive environment. Additional information concerning these and other factors that may impact future results is contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and other periodic reports filed with the Securities and Exchange Commission.