UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously reported, on January 3, 2024, Enovis Corporation (the “Company” or “Enovis”) completed its previously announced acquisition of LimaCorporate S.p.A. (“Lima”) from Emil Holding II S.à r.l (“Seller”). Pursuant to the Share Purchase Agreement, dated September 22, 2023, between Seller and the Company, the Company acquired all of the issued and outstanding share capital of Lima from the Seller.
This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) is filed to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on January 3, 2024 (the “Initial Report”) to include the historical financial statements of Lima and certain pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K.
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only. It does not purport to represent the actual results of operations that Enovis and Lima would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the consummation of the acquisition. Except as described above, all other information in the Initial Report remains unchanged and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Lima as of and for the years ended December 31, 2022 and December 31, 2021, together with the notes related thereto and the Independent Auditors’ Report thereon, are filed as Exhibit 99.1 to this Amendment No. 1 and included herein.
The unaudited condensed consolidated financial statements of Lima as of September 30, 2023 and for the nine months ended September 30, 2023 and 2022, together with the notes thereto, are filed as Exhibit 99.2 to this Amendment No. 1 and included herein.
(b) Pro Forma Financial Information.
The Company’s unaudited pro forma condensed combined balance sheet as of September 30, 2023 and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 and the nine months ended September 30, 2023, together with the notes related thereto, are filed as Exhibit 99.3 to this Amendment No. 1 and included herein.
(d) Exhibits.
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.
| Date: February 21, 2024 | ENOVIS CORPORATION | |||||
| By: | /s/ Phillip B. Berry | |||||
| Name: | Phillip B. Berry | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||