MERIDIAN BIOSCIENCE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-12-12: Form 8-K; Period of report 2022-12-12; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2022-11-22: Form 8-K; Period of report 2022-11-22; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2022-10-11: Form 8-K; Period of report 2022-10-10; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2022-09-30: Form 8-K; Period of report 2022-09-30; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-12 | 8-K | 2022-12-12 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 12, 2022, Meridian issued a press release (a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein) in connection with the Letter Agreement, announcing that the consummation of the Merger is expected to take place on January 31, 2023. | d421616d8k.htm |
| 2022-11-22 | 8-K | 2022-11-22 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 22, 2022, Meridian Bioscience, Inc. (“Meridian” or the “Company”) issued a press release announcing results for the fourth fiscal quarter and full fiscal year ended September 30, 2022, and providing an update on the pending Merger. 7.01 The Company’s press release discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. | d313160d8k.htm |
| 2022-10-11 | 8-K | 2022-10-10 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously disclosed, on July 7, 2022, Meridian Bioscience, Inc., an Ohio corporation (“Meridian”), on the one hand, and SD Biosensor, Inc., a corporation with limited liability organized under the laws of the Republic of Korea, Columbus Holding Company, a Delaware corporation (“Columbus Holding”) and Madeira Acquisition Corp., an Ohio corporation and a direct wholly owned subsidiary of Columbus Holding (“Merger Sub”), on the other hand, entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”). 8.01 Pursuant to the terms of the Merger Agreement, the completion of the Merger remains subject to various closing conditions, including, but not limited to, (i) the receipt of the regulatory clearances and approvals described under the heading “The Merger (Proposal 1) – Regulatory Clearances and Approvals Required for the Merger” of the Proxy Statement; (ii) the receipt by Meridian of the United States Department of Justice’s (“DOJ”) position of the potential liability Meridian may face as a result of the DOJ’s ongoing investigation relating to the Magellan LeadCare Product line (the “DOJ Investigation”); and (iii) the lack of, and the reasonably unlikeliness of, a DOJ indictment of Meridian or any of its subsidiaries on one or more felony criminal charges as a result of the DOJ Investigation, other than in connection with a negotiated resolution of the DOJ Investigation by Meridian in connection with the entry into or proposed entry into a deferred prosecution agreement, in any case, where neither Meridian nor any of its subsidiaries has been excluded from any Federal health care program. | d357595d8k.htm |
| 2022-09-30 | 8-K | 2022-09-30 | 8.01 Other Events | 8.01 As previously disclosed, on July 7, 2022, Meridian Bioscience, Inc., a corporation organized under the laws of Ohio (“Meridian”), on the one hand, and SD Biosensor, Inc., a corporation with limited liability organized under the laws of the Republic of Korea, Columbus Holding Company, a corporation organized under the laws of Delaware (“Columbus Holding”) and Madeira Acquisition Corp., a corporation organized under the laws of Ohio and a direct wholly owned subsidiary of Parent (“Merger Sub”), on the other hand, entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “merger agreement”). | d218316d8k.htm |
| 2022-08-05 | 8-K | 2022-08-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 5, 2022, Meridian Bioscience, Inc. (“Meridian” or the “Company”) issued a press release announcing results for the third fiscal quarter ended June 30, 2022. 7.01 The Company’s press release discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. | d297804d8k.htm |
| 2022-07-29 | 8-K | 2022-07-29 | 8.01 Other Events | 8.01 On July 29, 2022, Meridian Bioscience, Inc. issued a press release announcing the re-authorization of its Revogene SARS-CoV-2 assay from the U.S. Food and Drug Administration. | d277027d8k.htm |
| 2022-07-07 | 8-K | 2022-07-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.01 On July 7, 2022, Meridian issued a press release announcing the entry into the Merger Agreement. 5.02 On July 6, 2022, Meridian entered into indemnification agreements with each of its directors (the “Indemnification Agreements”), including Meridian’s Chief Executive Officer, Mr. Jack Kenny. | d371298d8k.htm |
| 2022-07-07 | 8-K | 2022-07-07 | 2.02 Results of Operations and Financial Condition | 2.02 On July 7, 2022, Meridian Bioscience, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results for its third fiscal quarter ended June 30, 2022. | d328749d8k.htm |
| 2022-05-06 | 8-K | 2022-05-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 6, 2022, Meridian Bioscience, Inc. (“Meridian” or the “Company”) issued a press release announcing results for the second fiscal quarter ended March 31, 2022. 7.01 On May 6, 2022, Meridian is hosting a conference call for the benefit of its investors to discuss the results set forth in the press release announcing results for the second fiscal quarter ended March 31, 2022 and other business and financial highlights. | d234911d8k.htm |
| 2022-05-02 | 8-K | 2022-05-02 | 8.01 Other Events | 8.01 On May 2, 2022, Meridian Bioscience, Inc. issued a press release announcing its execution of a definitive agreement to acquire to acquire substantially all of the assets of EUPROTEIN Inc. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d342255d8k.htm |
| 2022-04-07 | 8-K | 2022-04-07 | 2.02 Results of Operations and Financial Condition | 2.02 On April 7, 2022, Meridian Bioscience, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results for its second fiscal quarter ended March 31, 2022 and providing information related to its conference call scheduled for May 6, 2022 at 10:00 a.m. | d347365d8k.htm |
| 2022-02-22 | 8-K | 2022-02-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 21, 2022, Meridian Bioscience, Inc. (the “Company”) announced the appointment of Andrew S. Kitzmiller to the position of Chief Financial Officer. | d319626d8k.htm |
| 2022-02-04 | 8-K | 2022-02-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 4, 2022, Meridian Bioscience, Inc. (“Meridian” or the “Company”) issued a press release announcing results for the first fiscal quarter ended December 31, 2021. 7.01 On February 4, 2022, Meridian is hosting a conference call for the benefit of its investors to discuss the results set forth in the press release announcing results for the first fiscal quarter ended December 31, 2021 and other business and financial highlights. | d288801d8k.htm |
| 2022-01-27 | 8-K | 2022-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 Effective January 26, 2022, the Meridian Bioscience, Inc. Board of Directors (the “Board”) elected John C. McIlwraith as Chairman of the Board, succeeding David C. Phillips upon his retirement from the Board. 5.07 At the January 26, 2022 Annual Meeting (the “Meeting”) of the shareholders of Meridian Bioscience, Inc. (the “Company”), shareholders voted on the matters set forth below. | d299033d8k.htm |