UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 10, 2024
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INTEGER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 1-16137 | 16-1531026 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5830 Granite Parkway, Suite 1150
Plano, Texas 75024
(Address of Principal Executive Offices) (Zip Code)
(214) 618-5243
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
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, $0.001 par value per share | ITGR | 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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 10, 2024, Integer Holdings Corporation (the “Company”) issued a press release announcing its preliminary unaudited sales for the fourth quarter and year ended December 31, 2023. A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02.
The information contained in this report under Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 are being furnished and shall not be deemed filed for 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. The information contained in this report under Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
As part of the press release attached hereto as Exhibit 99.1, the Company also announced the acquisition of Pulse Technologies, Inc. The full text of the press release is attached hereto as Exhibit 99.1.
In addition, on January 3, 2024, the Company announced that Joseph Dziedzic, President and Chief Executive Officer, would deliver a presentation to analysts and investors at the 42nd Annual J.P. Morgan Healthcare Conference on Wednesday, January 10, 2024, at 4:30 p.m. PT (7:30 p.m. ET). A copy of the presentation slides for this presentation are furnished with this report as Exhibit 99.2 and are incorporated by reference into this Item 7.01, and will also be made available on the Company’s website at www.integer.net, under “Investor Relations - News & Events.”
(d) Exhibits
| Exhibit Number | Description of Exhibit | |||
| 99.1 | Press release dated January 10, 2024 | |||
| 99.2 | Slide presentation dated January 10, 2024 | |||
| 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.
| INTEGER HOLDINGS CORPORATION | ||
| Date: January 10, 2024 | By: | /s/ McAlister Marshall |
| McAlister Marshall | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||