8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2021

ORTHOFIX MEDICAL INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-19961	98-1340767
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)
3451 Plano Parkway<br><br><br>Lewisville, Texas		75056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 937-2000

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

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

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value per share	OFIX	Nasdaq Global Select Market
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective as of December 13, 2021, the Board of Directors (the “Board”) of Orthofix Medical Inc. (the “Company”), consistent with a recommendation made by the Board’s Nominating and Governance Committee, has appointed Thomas A. West as a director. The Board has determined that Mr. West is an independent director under the listing rules of the Nasdaq Stock Market. There are no transactions involving Mr. West and the Company requiring disclosure under Item 404(a) of Regulation S-K. In connection with Mr. West’s appointment, the Board resolved to increase its size from eight to nine directors, effective immediately. Mr. West has been appointed to the Compensation and Talent Development Committee of the Board.

Mr. West will receive the Company’s standard annual fee for non-employee director service. In connection with his appointment, he will also receive options to acquire 29,450 shares of common stock (vesting in 1/4th increments on each of the first, second, third and fourth anniversary of grant) as of December 13, 2021, pursuant to the Company’s Amended and Restated 2012 Long-Term Incentive Plan.

Item 7.01	Regulation FD Disclosure.

On December 14, 2021, the Company issued a press release regarding the appointment described above. That press release is furnished herewith as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits.

(d)Exhibits

99.1	Press release, dated December 14, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Orthofix Medical Inc.
By:	/s/ Kimberley A. Elting
	Kimberley A. Elting<br><br><br>Chief Legal and Development Officer

Date: December 14, 2021

ofix-ex991_6.htm

Exhibit 99.1

Orthofix Announces Appointment of Thomas A. West to Board of Directors

LEWISVILLE, TEXAS — December 14, 2021 — Orthofix Medical Inc. (NASDAQ:OFIX), a global medical device company with a spine and orthopedics focus, today announced that Thomas A. West has been named to the Company’s Board of Directors and appointed to the Compensation and Talent Development Committee.

Mr. West currently serves as the President, Chief Executive Officer and Director of Intersect ENT, Inc. (NASDAQ:XENT), a commercial stage drug-device company that pioneers local drug delivery options for ear, nose and throat surgeons. As president and CEO of Intersect ENT, he led the transformation of the business from a single technology player to a more comprehensive ENT company, resulting in a definitive agreement in August 2021 to be acquired for $1.1B by Medtronic.

“Tom joins the Orthofix Board of Directors with more than 30 years of global experience in the medical device industry,” said Catherine Burzik, Chair of the Board. “We feel his vast experience will benefit Orthofix by providing international and domestic insights and guidance as we grow globally. We are very pleased he has chosen to join our board.”

Prior to Intersect ENT, Mr. West served as Division President, Diagnostic Solutions at Hologic, Inc. Additionally, he had a 23-year career at Johnson & Johnson in various domestic and international roles of increasing responsibility across devices, pharmaceuticals and consumer products. Most recently he served as Worldwide Vice President, Strategy and Business Development, Diabetes Solutions Companies.

Mr. West has an A.B. in Politics and Economics from Princeton University and a M.B.A. from the Wharton School of the University of Pennsylvania in Marketing and Strategic Management. He is a member of the Board of Directors of the Advanced Medical Technology Association (AdvaMed).

About Orthofix

Orthofix Medical Inc. is a global medical device with a spine and orthopedics focus. The Company’s mission is to deliver innovative, quality-driven solutions as we partner with health care professionals to improve patients’ lives. Headquartered in Lewisville, Texas, Orthofix’s spine and orthopedic products are distributed in more than 60 countries via the Company's sales representatives and distributors. For more information, please visit www.Orthofix.com.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “predicts,” “potential,” or “continue” or other comparable terminology. These forward-looking statements are not guarantees of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict, including the risks described in Part I, Item 1A under the heading Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). As a result of these various risks, our actual outcomes and results may differ materially from those expressed in these forward-looking statements.

We discuss some of these matters more fully, as well as certain risk factors that could affect our business, financial condition, results of operations, and prospects, in reports we file from time-to-time with the SEC, which are available to read at www.sec.gov. Any or all forward-looking statements that we make may turn out to be wrong (due to inaccurate assumptions that we make or otherwise), and our actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date hereof, unless it is specifically otherwise stated to be made as of a different date. We undertake no obligation to update, and expressly disclaim any duty to update, our forward-looking statements, whether as a result of circumstances or events that arise after the date hereof, new information, or otherwise.

CONTACT:
Alexa Huerta	Denise Landry
Investor Relations	Media Relations
Tel    214 937 3190	Tel   214 937 2529
alexahuerta@orthofix.com	deniselandry@orthofix.com