LimFlow的股東可以獲得高達$165.0百萬的額外或有對價，前提是實現某些商業和補償里程碑，具體內容在與LimFlow的股份購買協議的或有支付部分中概述。這些支付包括 (i) 根據銷售LimFlow系統所產生的淨營業收入在2024年至2026年期間，最多可達$140.0百萬，和 (ii) 根據與LimFlow系統相關的某些補償里程碑的實現，最多可達$25.0百萬。
Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potential dilutive common shares. Diluted net income (loss) per share is computed using the treasury stock method by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net income (loss) per share calculation, shares from common stock options and equity awards are potentially dilutive securities. For the periods the Company is in a net loss position, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential dilutive common shares would have been anti-dilutive.
Notes to Unaudited Condensed Consolidated Financial Statements
The components of net (loss) income per share are as follows (in thousands, except share and per share amounts):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Numerator:
Net (loss) income
$
(18,367)
$
3,162
$
(73,917)
$
3,029
Denominator:
Weighted average number of common shares outstanding - basic
58,366,364
57,384,884
58,149,296
56,478,317
Common stock equivalents from outstanding equity grants
—
1,102,642
—
1,173,190
Common stock equivalents from unvested RSUs and PSUs
—
94,531
—
832,873
Common stock equivalents from ESPP
—
6,395
—
11,541
Weighted average number of common shares outstanding - diluted
58,366,364
58,588,452
58,149,296
58,495,921
Net (loss) income per share:
Basic
$
(0.31)
$
0.06
$
(1.27)
$
0.05
Diluted
$
(0.31)
$
0.05
$
(1.27)
$
0.05
The following outstanding potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Stock options
1,136,091
171,526
1,136,091
1,290,179
Equity awards
1,844,480
555,468
1,844,480
1,332,500
Total potentially dilutive common stock equivalents excluded from calculation due to anti-dilutive effect
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes thereto for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition to historical financial information, the following discussion contains forward-looking statements that are based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Please also see the section titled “Cautionary Note Regarding Forward-Looking Statements” herein.
OVERVIEW
Patients first. No small plans. Take care of each other. These are the guiding principles that form the ethos of Inari Medical. We are committed to improving lives in extraordinary ways by creating innovative solutions for both unmet and underserved health needs. In addition to our purpose-built solutions, we leverage our capabilities in education, clinical research, and program development to improve patient outcomes. We are passionate about our mission to establish our treatments as the standard of care for venous disease, including venous thromboembolism (“VTE”), and four other disease states. We are just getting started.
We purpose build a variety of medical products, including minimally invasive, novel, catheter-based mechanical thrombectomy devices and their accessories to address the unique characteristics of specific disease states. In addition, in November 2023, we acquired LimFlow, a medical device company focused on limb salvage for patients with chronic limb-threatening ischemia (“CLTI”). CLTI is an advanced stage of peripheral artery disease that is associated with increased mortality, risk of amputation and impaired quality of life. The LimFlow system utilizes transcatheter arterialization of deep veins to bypass blocked arteries in the leg and deliver oxygenated blood back into the foot via the veins in CLTI patients. The results of operations of LimFlow have been included in our condensed consolidated financial statements from the date of the acquisition.
We launched VenaCore in June 2024, which is a multi-purpose device for the treatment of acute and chronic deep vein thrombosis (“DVT”). Together, our devices and systems provide solutions to address the following disease states: DVT, pulmonary embolism, chronic venous disease, CLTI, acute limb ischemia and dialysis access management.
We believe our mission-focused and highly-trained commercial organization provides a significant competitive advantage. Our most important relationships are between our sales representatives and our treating physicians, which include interventional cardiologists, interventional radiologists and vascular surgeons. We recruit sales representatives who have substantial and applicable medical device and/or sales experience. Our front-line sales representatives typically attend procedures, which puts us at the intersection of the patients and physicians. We have developed systems and processes to harness the information gained from these relationships and we leverage this information to rapidly iterate our solutions, introduce and execute physician education and training programs and scale our sales organization. We market and sell our solutions to hospitals, which are reimbursed by various third-party payors.
As of September 30, 2024, we had cash, cash equivalents, restricted cash and short-term investments of $111.6 million, no long-term debt outstanding and an accumulated deficit of $122.4 million.
For the three months ended September 30, 2024, we generated $153.4 million in revenues with a gross margin of 87.1% and net loss of $18.4 million, as compared to revenues of $126.4 million with a gross margin of 88.5% and net income of $3.2 million for the three months ended September 30, 2023.
For the nine months ended September 30, 2024, we generated 442.4 million in revenues with a gross margin of 86.7% and net loss of $73.9 million, as compared to revenues of $361.5 million with a gross margin of 88.4% and net income of $3.0 million for the nine months ended September 30, 2023.
We derived substantially all our revenue from the sale of our VTE and Emerging Therapy products directly to hospitals. Our customers typically purchase our products through an initial stocking order, and then reorder replenishment inventory as procedures are performed. No single customer accounted for 10% or more of our revenue during the three and nine months ended September 30, 2024 and 2023. We expect our revenue to increase in absolute dollars as we expand our offerings, grow the sales organization and sales territories, continue to grow internationally, add customers, expand the base of physicians who gain experience with using our products, expand awareness of our products with new and existing customers and as physicians perform more procedures using our products.
We disaggregate revenue between VTE and Emerging Therapies markets. VTE comprises revenue from the sale of our solutions addressing DVT and pulmonary embolism. Emerging Therapies comprises revenue from the sale of our solutions addressing chronic venous disease, CLTI, acute limb ischemia and dialysis access management. Revenue from VTE and Emerging Therapies were as follows (in thousands):
Comparison of the three months ended September 30, 2024 and 2023
The following table sets forth our results of operations in dollars and as percentage of revenue for the periods presented (dollars in thousands):
Three Months Ended September 30,
Change $
2024
%
2023
%
Revenue
$
153,390
100.0
%
$
126,366
100.0
%
$
27,024
Cost of goods sold
19,846
12.9
%
14,477
11.5
%
5,369
Gross profit
133,544
87.1
%
111,889
88.5
%
21,655
Operating expenses
Research and development
29,431
19.2
%
21,492
17.0
%
7,939
Selling, general and administrative
108,271
70.6
%
85,603
67.7
%
22,668
Change in fair value of contingent consideration
6,578
4.3
%
—
—
%
6,578
Amortization of intangible asset
2,504
1.6
%
—
—
%
2,504
Acquisition-related expenses
328
0.2
%
2,681
2.1
%
(2,353)
Total operating expenses
147,112
95.9
%
109,776
86.9
%
37,336
(Loss) income from operations
(13,568)
(8.8)
%
2,113
1.6
%
(15,681)
Other income (expense)
Interest income
1,104
0.7
%
4,202
3.3
%
(3,098)
Interest expense
(78)
(0.1)
%
(43)
—
%
(35)
Other expense
(130)
(0.1)
%
(682)
(0.5)
%
552
Total other income
896
0.5
%
3,477
2.8
%
(2,581)
(Loss) income before income taxes
(12,672)
(8.3)
%
5,590
4.4
%
(18,262)
Provision for income taxes
5,695
3.7
%
2,428
1.9
%
3,267
Net (loss) income
$
(18,367)
(12.0)
%
$
3,162
2.5
%
$
(21,529)
Revenue. Revenue increased $27.0 million, or 21.4%, to $153.4 million during the three months ended September 30, 2024, compared to $126.4 million during the three months ended September 30, 2023. The increase in revenue was primarily due to an expansion of our sales territories, opening of new accounts, increase in adoption of our procedures, global commercial expansion, and introduction of new products.
Cost of Goods Sold. Cost of goods sold increased $5.4 million, or 37.1%, to $19.8 million during the three months ended September 30, 2024, compared to $14.5 million during the three months ended September 30, 2023. This increase was primarily due to the increase in the number of products sold and additional manufacturing overhead costs to support anticipated future growth.
Gross Margin. Gross margin for the three months ended September 30, 2024 decreased to 87.1%, compared to 88.5% for the three months ended September 30, 2023, primarily due to product mix, the ramp up costs associated with new products, and increasing internationalization of the business.
Research and Development Expenses (“R&D”). R&D expenses increased $7.9 million, or 36.9%, to $29.4 million during the three months ended September 30, 2024, compared to $21.5 million during the three months ended September 30, 2023. The increase in R&D expenses was primarily due to a $3.8 million of impairment of previously capitalized software development costs, as well as increases of $2.8 million in personnel-related expenses, $0.3 million of clinical and regulatory expenses, and $0.3 million of professional fees.
Selling, General and Administrative Expenses (“SG&A”). SG&A expenses increased $22.7 million, or 26.5%, to $108.3 million during the three months ended September 30, 2024, compared to $85.6 million during the three months ended September 30, 2023. The increase in SG&A expenses was primarily due to increases of $14.3 million in personnel-related expenses, including increased commissions due to higher revenue and increased share-based compensation, $5.6 million of expenses related to professional fees, including legal expenses, $2.1 million of travel related costs, and $0.6 million in sales and marketing related expenses.
Other Operating Expenses. Other operating expenses increased by $6.6 million due to the change in fair value adjustment of our contingent consideration liability, and $2.5 million due to amortization expense related to the acquired intangible asset, offset by decrease of 2.4 million of acquisition-related expenses, which include integration, severance and retention costs, during the three months ended September 30, 2024.
Other income (expense). Other income consists primarily of interest income, interest expense, foreign currency transaction and strategic investment gains and losses. Interest income decreased by $3.1 million to $1.1 million during the three months ended September 30, 2024, compared to $4.2 million during the three months ended September 30, 2023. The decrease in interest income was primarily due to lower cash balances invested in short-term investments in debt securities during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Other expense decreased by $0.6 million primarily due to an impairment loss related to our strategic investment recognized during the three months ended September 30, 2023.
Income Taxes. Income taxes increased $3.3 million to $5.7 million during the three months ended September 30, 2024, compared to $2.4 million during the three months ended September 30, 2023. The increase in income taxes primarily relates to an increase in expected U.S. federal and state cash taxes due to prior utilization of tax credit carryforwards and a higher annual effective tax rate applied to pretax earnings during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
Comparison of the nine months ended September 30, 2024 and 2023
The following table sets forth the components of our unaudited condensed consolidated statements of operations in dollars and as percentage of revenue for the periods presented (dollars in thousands):
Nine Months Ended September 30,
Change $
2024
%
2023
%
Revenue
$
442,404
100.0
%
$
361,538
100.0
%
$
80,866
Cost of goods sold
58,732
13.3
%
42,062
11.6
%
16,670
Gross profit
383,672
86.7
%
319,476
88.4
%
64,196
Operating expenses
Research and development
81,216
18.4
%
64,641
17.9
%
16,575
Selling, general and administrative
325,479
73.6
%
256,889
71.1
%
68,590
Change in fair value of contingent consideration
18,609
4.2
%
—
—
%
18,609
Amortization of intangible asset
7,414
1.7
%
—
—
%
7,414
Acquisition-related expenses
4,143
0.9
%
2,681
0.7
%
1,462
Total operating expenses
436,861
98.8
%
324,211
89.7
%
112,650
(Loss) income from operations
(53,189)
(12.1
%)
(4,735)
(1.3
%)
(48,454)
Other income (expense)
Interest income
3,371
0.8
%
12,899
3.6
%
(9,528)
Interest expense
(233)
(0.1
%)
(127)
—
%
(106)
Other expense
(130)
—
%
(617)
(0.2
%)
487
Total other income
3,008
0.7
%
12,155
3.4
%
(9,147)
(Loss) income before income taxes
(50,181)
(11.4
%)
7,420
2.1
%
(57,601)
Provision for income taxes
23,736
5.4
%
4,391
1.2
%
19,345
Net (loss) income
$
(73,917)
(16.8
%)
$
3,029
0.9
%
$
(76,946)
Revenue. Revenue increased $80.9 million, or 22.4%, to $442.4 million during the nine months ended September 30, 2024, compared to $361.5 million during the nine months ended September 30, 2023. The increase in revenue was primarily due to an expansion of our sales territories, opening of new accounts, increase in adoption of our procedures, global commercial expansion, and introduction of new products.
Cost of Goods Sold. Cost of goods sold increased $16.7 million, or 39.6%, to $58.7 million during the nine months ended September 30, 2024, compared to $42.1 million during the nine months ended September 30, 2023. This increase was primarily due to the increase in the number of products sold and additional manufacturing overhead costs to support anticipated future growth.
Gross Margin. Gross margin for the nine months ended September 30, 2024 decreased to 86.7%, compared to 88.4% for the nine months ended September 30, 2023, primarily due to product mix, the ramp up costs associated with new products, and increasing internationalization of the business.
Research and Development Expenses. R&D expenses increased $16.6 million, or 25.6%, to $81.2 million during the nine months ended September 30, 2024, compared to $64.6 million during the nine months ended September 30, 2023. The increase in R&D expenses was primarily due to increases of $5.9 million of personnel related expenses, $3.8 million of impairment of previously capitalized software development costs, $2.9 million of material and supplies related expenses, $1.7 million of clinical and regulatory expenses, $0.8 million of expenses related to professional fees, including legal expense, $0.7 million of software costs and depreciation expenses, and $0.6 million of travel related costs.
Selling, General and Administrative Expenses. SG&A expenses increased $68.6 million, or 26.7%, to $325.5 million during the nine months ended September 30, 2024, compared to $256.9 million during the nine months ended September 30, 2023. The increase in SG&A expenses was primarily due to increases of $47.7 million in personnel-related expenses, including increased commissions due to higher revenue and increased share-based compensation, $14.6 million of expenses related to professional fees, including legal expenses, $4.3 million in travel related expenses, $1.5 million in sales and marketing related expenses, $1.2 million of software costs and depreciation expenses, partially offset by a decrease of $0.9 million of materials and supplies related expense and $0.8 million of insurance related expenses.
Other Operating Expenses. Other operating expenses increased by $18.6 million due to the change in fair value adjustment of our contingent consideration liability, $7.4 million due to amortization expense related to the acquired intangible asset, and $1.5 million due to the acquisition-related expenses, which include integration, severance and retention costs, during the nine months ended September 30, 2024.
Other income (expense). Other income consists primarily of interest income, interest expense, and foreign currency transaction and strategic investment gains and losses. Interest income decreased by $9.5 million to $3.4 million during the nine months ended September 30, 2024, compared to $12.9 million during the nine months ended September 30, 2023. The decrease in interest income was primarily due to lower cash balances invested in short-term investments in debt securities during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Other expense decreased by $0.5 million primarily due to an impairment loss related to our strategic investment recognized during the nine months ended September 30, 2023.
Income Taxes. Income taxes increased $19.3 million to $23.7 million for the nine months ended September 30, 2024, compared to $4.4 million during the nine months ended September 30, 2023. The increase in income taxes primarily relates to an increase in expected U.S. federal and state cash taxes due to prior utilization of tax credit carryforwards and a higher annual effective tax rate applied to pretax earnings during the nine months ended September 30, 2024 compared to September 30, 2023.
LIQUIDITY AND CAPITAL RESOURCES
To date, our primary sources of capital have been the revenue from the sale of our products and existing cash and cash equivalent balances. As of September 30, 2024, we had cash and cash equivalents of $41.1 million and short-term investments in debt securities of $70.4 million. We maintain cash and cash equivalents with financial institutions in excess of insured limits.
As of September 30, 2024, the fair value of contingent consideration related to our acquisition of LimFlow was $84.5 million, of which $39.2 million was recorded within accrued expenses and other current liabilities and $45.3 million was recorded within other long-term liabilities in the condensed consolidated balance sheets. The contingent payments related to certain commercial and reimbursement milestones can be up to $165.0 million which includes (i) up to $140.0 million based on net revenue generated from the sale of the LimFlow system for the years 2024 through 2026 and (ii) up to $25.0 million based on the achievement of certain reimbursement milestones related to the LimFlow System. Revenue-based milestone payments are expected to be due in the first quarter in each of the years 2025, 2026 and 2027. The timing of reimbursement-based milestone payments is dependent on the achievement of such milestones and other conditions set forth in the share purchase agreement with LimFlow and such payments are expected to be paid in the second quarter of 2025. As of September 30, 2024, we have not made any payments related to the contingent consideration. For additional information about the acquisition, see Note 3. Business Combination, which is included in “Part I, Item 1. Condensed Consolidated Financial Statements (Unaudited)”.
In December 2022, we amended our revolving Credit Agreement with Bank of America (as amended, the “Previously Amended Credit Agreement”) which provides for loans up to a maximum of $40.0 million and increases the optional accordion to $120.0 million. The Previously Amended Credit Agreement also included a Letter of Credit subline facility (the “LC Facility”) of up to $5.0 million. In February 2023, we amended the LC Facility to increase the limit to up to $10.0 million. In November 2023, we further amended the Amended Credit Agreement, as defined in Note 12. Credit Facility, to, among other things, increase the amount available for borrowing to up to a maximum principal amount of $75.0 million. We also amended the LC Facility to increase the limit to up to $18.8 million. As of September 30, 2024, we had no principal outstanding under the Amended Credit Agreement and the amount available to borrow was approximately $67.9 million. As of September 30, 2024, we had four letters of credit in the aggregated amount of $2.4 million outstanding under the LC Facility. The aggregate stated amount outstanding of the letter of credits reduces the total borrowing base available under the Amended Credit Agreement and is subject to certain fees. For additional information about the Amended Credit Agreement, see Note 12. Credit Facility, which is included in “Part I, Item 1. Condensed Consolidated Financial Statements (Unaudited)”.
In October 2023, we signed a ten-year lease in Costa Rica for our second manufacturing facility with total undiscounted contractual payments of the lease of approximately $7.2 million, which are expected to commence in the fourth quarter of 2024.
Our other short-term and long-term material cash requirements, from known contractual obligations as of September 30, 2024, include contingent consideration liability, operating lease liabilities and uncertain tax positions, as discussed in Note 3. Business Combination, Note 4. Fair Value Measurements, Note 9. Commitments and Contingencies and Note 15. Income Taxes to our condensed consolidated financial statements section of this report, which are included in “Part I, Item 1. Condensed Consolidated Financial Statements (Unaudited)” of this report.
Based on our current planned operations, we anticipate that our cash and cash equivalents, short-term investments and available borrowings under our Amended Credit Agreement will be sufficient to fund these cash requirements and our operating expenses for at least the next 12 months. Our primary short-term needs for capital for our current planned operations, which are subject to change, include:
•support of commercialization efforts to expand our sales force along with expanding into new markets, including internationally, and developing products to enhance performance and address unmet market needs;
•the continued advancement of research and development including ongoing clinical studies and related activities, including clearance or approval of our products or product modifications; and
•potential expansion needs of our facilities, including the lease in Costa Rica for our second manufacturing facility.
There have been no material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 under “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk”.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of September 30, 2024. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of September 30, 2024, these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that any control and procedure, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in internal control over financial reporting
During the quarter ended September 30, 2024, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
See Note 9. Commitments and Contingencies, which is included in “Part I, Item 1. Condensed Consolidated Financial Statements (Unaudited)” for information regarding material legal proceedings.
Item 1A. RISK FACTORS
For a discussion of risk factors that may affect our business and financial results, see the information in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
On October 25, 2024, the Company’s Board of Directors appointed Karen Silva to serve as the Company’s principal accounting officer, with the title of Vice President, Finance and Accounting, effective November 11, 2024 (the “Effective Date”). Ms. Silva will report to Kevin Strange, the Company’s Chief Financial Officer, who will continue to serve as principal accounting officer until the Effective Date.
Prior to joining the Company, Ms. Silva, age 53, held several positions of increasing responsibility with Align Technology, Inc., a public medical device company, including Vice President, Finance and Corporate Controller from February 2012 to September 2024 and Senior Director, Corporate Controller from January 2008 to January 2012. Prior to that, Ms. Silva held various financial reporting roles at Align Technology, Inc., Harmonic Inc., Divicom, KLA Corporation and a public accounting firm. Ms. Silva holds a BS in Accounting from Santa Clara University and is a Certified Public Accountant in the state of California.
In connection with her appointment, Ms. Silva will be entitled to (i) an annual base salary of $360,000, (ii) participation in the Company’s annual cash target incentive plan with a target of 40% of her base salary, (iii) a one-time signing bonus of $100,000, and (iv) a one-time relocation bonus of $70,000, with each of (iii) and (iv) subject to pro-rated repayment if her employment with the Company ends for any reason within the first two years. In addition, Ms. Silva will be entitled to receive a one-time restricted stock unit award valued at $450,000, scheduled to vest 25% on the first anniversary of the grant date and on a quarterly basis over the following three years, subject to continued employment with the Company. The Company will also enter into its standard form of indemnification agreement for executive officers with Ms. Silva, the form of which was previously filed as Exhibit 10.1 to Amendment No. 1 of the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 5, 2020.
Ms. Silva has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company, and there are no transactions between Ms. Silva and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On October 25, 2024, following a review of corporate law developments and market practice, the Board approved and adopted an amendment and restatement of the Company’s bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of October 25, 2024. Among other changes, the amendments effected by the Amended and Restated Bylaws include:
•requiring any stockholder providing advance notice of director nominations to comply with Rule 14a-19 of the Exchange Act, including applicable notice and solicitation requirements;
•updating the disclosure requirements and procedural mechanics in connection with director nominations and business proposals by stockholders (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act) to require additional background information and disclosures, including information that is required to be disclosed in a Schedule 13D or amendment thereto; and
•requiring any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board.
The amendments also eliminate the requirement that the Company make a stockholder list available during a meeting of stockholders, consistent with amendments to the General Corporation Law of the State of Delaware, and make various other conforming, technical, modernizing and clarifying changes.
The foregoing description of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
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_____________________________
# Indicates management contract or compensatory plan.
† The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the U.S. Securities and Exchange Commission and are not to be incorporated by reference into any filing of Inari Medical, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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 thereunto duly authorized.
Inari Medical, Inc.
Date: October 28, 2024
By:
/s/ Andrew Hykes
Andrew Hykes
Chief Executive Officer and President (Principal Executive Officer)
Date: October 28, 2024
By:
/s/ Kevin Strange
Kevin Strange
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
