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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: May 16, 2022
(Date of earliest event reported)
AVANOS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Commission file number 001-36440
| | | | | | | | | | | | | | | | | | | | |
| Delaware | | | | 46-4987888 |
| (State or other jurisdiction of incorporation) | | | | (I.R.S. Employer Identification No.) |
| 5405 Windward Parkway | |
| Suite 100 South | |
| Alpharetta, | Georgia | 30004 | |
| (Address of principal executive offices) | (Zip code) | |
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: | | | | | |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock - $0.01 Par Value | AVNS | New York Stock Exchange |
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
On May 16, 2022, the Board of Directors of Avanos Medical, Inc. (the “Company”) approved a new one-year program under which the Company may repurchase up to $25.0 million of the Company’s common stock.
Repurchases under the Company’s new program will be made from time to time at management’s discretion on the open market or through privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act, as amended (the “Exchange Act”), subject to market conditions, applicable legal requirements and other relevant factors. The Company intends to establish a pre-arranged trading plan under Rule 10b5-1 of the Exchange Act, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.
The share repurchase program does not obligate the Company to purchase any particular amount of common stock and may be suspended, modified or discontinued by the Company without prior notice.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
The following exhibits are filed with this Current Report on Form 8-K: | | | | | | | | |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| | | | | | | | | | | | | | |
| | | AVANOS MEDICAL, INC. |
| | | | |
| Date: | May 17, 2022 | | By: | /s/ Mojirade James |
| | | | Mojirade James
Senior Vice President and General Counsel |
