What changed in this filing

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Item 9A. Controls and Procedures

2025-07-18 compared with 2024-07-25 · 164 added, 233 removed, 1079 unchanged (27% of the section changed)

112 unchanged sentences

• We held discussions with senior financial and operating management to determine whether any strategic, regulatory, or operational changes in the business were consistent with the projections of future demand that were utilized as the basis for the reserves recorded.

Goodwill - Valuation of Goodwill for the Med Tech Reporting Unit - Refer to Notes 1 & 9

Critical Audit Matter Description

On February 29, 2024, the Company's recorded goodwill was $159.5 million.

As discussed in Note 1 of the consolidated financial statements, goodwill is not amortized but rather is tested for impairment at least annually or more frequently if impairment indicators arise.

In the third quarter of fiscal year 2024, the Company concluded that the sustained decline in the Company’s stock price represented a triggering event requiring further assessment relating to the recoverability of its goodwill and therefore performed an interim impairment test as of February 29, 2024.

The Company recorded a goodwill impairment charge of $159.5 million for the year ended May 31, 2024, relating to its Med Tech reporting unit.

Auditing the annual goodwill impairment involves significant audit effort, as well as a degree of complexity and auditor judgment due to the estimation required in determining the fair value of the reporting units.

In particular, the fair value estimates involve judgmental assumptions including the amount and timing of expected future cash flows from revenue growth rates, EBITA margins, depreciation, capital expenditures, and discount rates.

The audit effort involved the use of professionals with specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

The primary procedures we performed to address this critical audit matter included:

• We performed risk assessment procedures over the Company’s goodwill impairment analysis, and evaluated the sensitivity of certain business assumptions, including:

◦ Revenue growth rates

◦ EBITA margins

◦ Depreciation

◦ Capital expenditures

◦ Discount rates used in the valuation model inclusive of the Company specific risk premium

• We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment review process.

This included controls over management’s review of significant assumptions including the revenue growth rates, EBITA margins, depreciation, capital expenditures, and discount rates, among other assumptions.

• To test the estimated fair value of the Company's Med Tech reporting unit, we performed audit procedures that included, among others, evaluating methodologies used, involving our valuation specialists to assist in our procedures related to the measurement of fair value and testing the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to current industry and peer trends and recent historic performance.

We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We evaluated the assumptions within the model and tested the model's mathematical accuracy.

We developed a range of independent estimates for the discount rate and compared those to the discount rate selected by management.

In addition, we inspected the Company's reconciliation of the fair value of all reporting units to the market capitalization of the Company.

We have also assessed the adequacy of the Company's disclosures included in Notes 1 and 9 in relation to this matter.

/s/ Deloitte & Touche LLP

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Cost of sales (exclusive of intangible amortization) 134,793 149,216 164,506

Gross profit 154,698 174,246 165,732

Gross margin 157,705 154,698 174,246

Operating expenses

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Interest income (expense), net 978 1,614 ( 2,702 )

Other expense, net ( 817 ) ( 554 ) ( 790 )

Other income (expense), net 4,944 ( 817 ) ( 554 )

Total other income (expense), net 5,922 797 ( 3,256 )

34 unchanged sentences

Prepaid expenses and other 7,535 12,971

Current assets held for sale — 6,154

Total current assets 168,324 193,253

1 unchanged sentence

Intangible assets, net 69,116 77,383

Goodwill — 159,238

Other assets 10,404 11,369

Non-current assets held for sale — 43,653

Total Assets $ 280,144 $ 317,671

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Total current liabilities 76,197 91,155

Long-term debt — 49,818

Deferred income taxes 4,073 4,852

Contingent consideration, net of current portion — 4,535

Other long-term liabilities 16,904 16,078

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Accumulated deficit ( 429,197 ) ( 395,204 )

Treasury stock, 370,000 shares, at cost at May 31, 2024 and 2023, respectively

Treasury stock, 613,847 and 370,000 shares, at cost at May 31, 2025 and 2024, respectively

( 7,381 ) ( 5,714 )

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Net loss ( 184,349 ) ( 184,349 )

Exercise of stock options 21,617 1 155 156

Issuance/cancellation of restricted stock units 450,561 ( 305 ) ( 305 )

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Stock-based compensation 10,529 10,529

Other comprehensive loss, net of tax ( 6,080 ) ( 6,080 )

Other comprehensive income, net of tax 358 358

Balance at May 31, 2024 40,801,597 $ 385 $ 610,484 $ ( 395,204 ) $ ( 4,365 ) ( 370,000 ) $ ( 5,714 ) $ 205,586

Net loss ( 33,993 ) ( 33,993 )

Exercise of stock options 25,000 — 248 248

Issuance/cancellation of restricted stock units 464,525 ( 326 ) ( 326 )

2 unchanged sentences

Stock-based compensation 9,772 9,772

Common stock repurchased ( 3 ) ( 243,847 ) ( 1,667 ) ( 1,670 )

Other comprehensive income, net of tax 2,342 2,342

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Proceeds from sale of assets — 134,500 —

Cash paid for acquisitions — — ( 3,600 )

Acquisition of intangibles — ( 3,250 ) ( 540 )

Net cash provided by (used in) investing activities 123,717 ( 9,746 ) ( 19,307 )

Net cash (used in) provided by investing activities ( 10,178 ) 123,717 ( 9,746 )

Cash flows from financing activities:

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Repayment of long-term debt — ( 50,000 ) ( 45,000 )

Proceeds from borrowings on long-term debt — — 5,000

Deferred financing costs on long-term debt ( 680 ) — ( 751 )

Principal payments on financing arrangement ( 148 ) — —

Proceeds from financing arrangement 6,310 — —

Payment of acquisition related contingent consideration ( 5,000 ) ( 15,000 ) —

Repurchase of common stock ( 1,670 ) — —

Proceeds from exercise of stock options and employee stock purchase plan 933 752 1,171

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and its wholly owned subsidiaries, (collectively, the "Company", "we", "our", or "us").

The Company is a leading and transformative medical technology company focused on restoring healthy blood flow in the body's vascular system, expanding cancer treatment options and improving the quality of life for patients.

The Company is a dynamic, diversified medical technology company committed to expanding treatment options and improving patient outcomes and quality of life by focusing on cardiovascular disease and cancer.

Our execution strategy is built on innovative R&D, clinical and regulatory pathway expansion and customer centric sales performance.

Accounting Principles

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The Company bases the fair value of short-term investments on quoted market prices or other relevant information generated by market transactions involving identical or comparable assets.

The Company measures and records derivative financial instruments at fair value.

See Note 4, "Fair Value of Financial Instruments" set forth in the Notes to our consolidated financial statements included in this Annual Report on Form 10-K, for further discussion of financial instruments that are carried at fair value on a recurring and nonrecurring basis.

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Renewals and betterments are capitalized.

Goodwill and Intangible Assets

Intangible assets other than goodwill and in process research and development ("IP R&D") are amortized over their estimated useful lives, which range between two to eighteen years , on a straight-line basis over the expected period of benefit.

Intangible Assets

Intangible assets are amortized over their estimated useful lives, which range between two to eighteen years , on a straight-line basis over the expected period of benefit.

The Company periodically reviews the estimated useful lives of intangible assets and reviews such assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

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If an intangible asset is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset.

Goodwill is not amortized, but rather, are tested for impairment annually or more frequently if impairment indicators arise.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination.

Goodwill and intangible assets have been recorded at either incurred or allocated cost.

Allocated costs were based on respective fair market values at the date of acquisition.

For goodwill, the impairment test requires a comparison of the estimated fair value of each reporting unit to which the goodwill is assigned to the carrying value of the assets and liabilities of those reporting units.

The determination of reporting units also requires management judgment.

The Company considers whether a reporting unit exists within a reportable segment based on the availability of discrete financial information.

The Company operates as two operating segments with two reporting units and consequently evaluates goodwill for impairment based on an evaluation of the fair value of each reporting unit.

If the carrying value of the reporting units exceed the fair value, the carrying value is reduced to its fair value through an adjustment to the goodwill balance, resulting in an impairment charge.

As detailed in Note 9, "Goodwill and Intangible Assets" set forth in the Notes to our consolidated financial statements included in this Annual Report on Form 10-K, the Company recorded a goodwill impairment loss of $ 159.5 million for the year ended May 31, 2024 as the fair value of the Med Tech reporting unit was less than its carrying value.

Contingent Consideration

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The Company calculates income tax expense for each jurisdiction in which it operates.

This involves estimating actual current taxes due plus assessing temporary differences arising from differing treatment for tax and accounting purposes that are recorded as deferred tax assets and liabilities.

This involves estimating actual current taxes due plus assessing temporary differences arising from differing treatment for tax and accounting purposes that are

recorded as deferred tax assets and liabilities.

The Company periodically evaluates deferred tax assets, capital loss carryforwards and tax credit carryforwards to determine their recoverability based primarily on the Company's ability to generate future taxable income and capital gains.

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Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in "Other expense, net" in the Consolidated Statements of Operations as incurred.

Derivative Financial Instruments

The Company is exposed to market risks, including changes in foreign currency and interest rates.

The Company has periodically entered into certain derivative financial instruments to hedge the underlying economic exposure.

Derivative instruments are presented in the consolidated financial statements at their fair value.

Changes in the fair value of derivative financial instruments are either recognized periodically in income or in stockholders’ equity as a component of accumulated other comprehensive income (loss) depending on whether the derivative financial instrument qualifies for hedge accounting and, if so, whether it qualifies as a fair value or cash flow hedge.

Generally, the changes in the fair value of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair value of

hedged items that relate to the hedged risks.

Changes in the fair value of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in accumulated other comprehensive income (loss).

There were no derivative instruments held by the Company as of May 31, 2024 and 2023.

Contingencies

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Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

This ASU improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

June 1, 2023 The Company adopted the new standard in the first quarter of fiscal year 2024 and it did not have an impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted

Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2023-07, Segment Reporting (Topic 280):

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This ASU improves the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

June 1, 2024 The Company plans to adopt the new standard in the first quarter of fiscal year 2025 and does not expect there to be a material impact to the consolidated financial statements.

June 1, 2024 The Company adopted the new standard in fiscal year 2025 and the related additional disclosures are contained in Note 18 to the consolidated financial statements in this Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted

Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2023-09, Income Taxes (Topic 740):

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This ASU improves the income tax disclosure requirements on an annual basis by (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

June 1, 2025 The Company plans to adopt the new standard in the first quarter of fiscal year 2026 and does not expect there to be a material impact to the consolidated financial statements.

Camaro Support Catheter Asset Acquisition

On July 27, 2021, the Company acquired the Camaro support catheter (rebranded as Syntrax) from QX Medical, LLC for an aggregate purchase price of $ 4.0 million, which included an upfront payment of $ 3.6 million and $ 0.4 million in purchase price holdbacks, along with $ 1.0 million of potential future contingent consideration related to revenue milestones.

This acquisition supports the Auryon product family and the Company's strategic plan.

The Company accounted for this acquisition as an asset purchase.

The Company recorded the amount paid at closing as inventory and fixed assets of $ 0.1 million and an intangible asset product technology of $ 3.9 million.

The intangible asset will be amortized over 15 years.

The contingent consideration is comprised of revenue milestones and will be accounted for when the contingency is resolved or becomes probable and reasonably estimable.

During the third quarter of fiscal year 2024, the Company made the decision to abandon the Syntrax product technology which resulted in an impairment charge of $ 3.3 million.

June 1, 2025 The Company plans to adopt the new standard in the first quarter of fiscal year 2026 and is assessing the impact to the consolidated financial statements.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-04):

Disaggregation of Income Statement Expenses

This ASU improves the disclosures about a public business entity's costs and expenses by requiring the Company to disclose more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization and depletion) included in each relevant income statement caption.

June 1, 2027 The Company plans to adopt the new standard for the fiscal year 2028 and is assessing the impact to the consolidated financial statements.

PICCs and Midlines

Pursuant to an asset purchase agreement dated February 15, 2024 (the "Asset Purchase Agreement"), the Company completed the sale of its PICC and Midline businesses (the "Divestiture") to Spectrum Vascular ("Spectrum").

Total consideration received by the Company for the Divestiture in the third quarter of fiscal year 2024 was $ 34.5 million in cash and resulted in a pre-tax book gain of $ 6.7 million.

Included in the agreement is a $ 5.5 million earn-out related to the sales of divested products over a two year period and a milestone payment of $ 5.0 million paid upon final transfer of the manufacturing to a third-party.

The Company and Spectrum entered into various agreements to facilitate the transition of the divested businesses to Spectrum, including a Transition Services Agreement ("TSA") and Contract Manufacturing Agreement.

The Company determined that the sale of the businesses did not constitute a strategic shift that had a major effect on the Company's operations or financial results and as a result, this transaction will not be classified as discontinued operations.

Pursuant to an asset purchase agreement dated February 15, 2024 (the "Spectrum Asset Purchase Agreement"), the Company completed the divestiture of its PICC and Midline businesses (the "Spectrum Divestiture") to Spectrum Vascular ("Spectrum").

Total consideration received by the Company for the Spectrum Divestiture in the third quarter of fiscal year 2024 was $ 34.5 million in cash and resulted in a pre-tax book gain of $ 6.7 million.

The Company achieved the sales milestone related to the divested products in the third quarter of fiscal year 2025 and $ 5.5 million was paid to the Company in the fourth quarter of fiscal year 2025.

The final transfer of manufacturing has not been achieved as of May 31, 2025.

The Company determined that the divestiture of the businesses did not constitute a strategic shift that had a major effect on the Company's operations or financial results and as a result, this transaction will not be classified as discontinued operations.

The following table summarizes the major classes of assets sold on the date of the sale:

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Dialysis and BioSentry

Pursuant to an asset purchase agreement dated June 8, 2023 (the "Asset Purchase Agreement"), the Company completed the sale of the dialysis and BioSentry tract sealant system biopsy businesses (the "Divestiture") to Merit Medical Systems, Inc.

Total consideration received by the Company for the Divestiture in the first quarter of fiscal year 2024 was $ 100.0 million in cash and resulted in a pre-tax book gain of $ 47.8 million.

Pursuant to an asset purchase agreement dated June 8, 2023 (the "Merit Asset Purchase Agreement"), the Company completed the divestiture of the dialysis and BioSentry tract sealant system biopsy businesses (the "Merit Divestiture") to Merit Medical Systems, Inc.

Total consideration received by the Company for the Merit Divestiture in the first quarter of fiscal year 2024 was $ 100.0 million in cash and resulted in a pre-tax book gain of $ 47.8 million.

The Company and Merit entered into various agreements to facilitate the transition of the divested businesses to Merit, including a Transition Services Agreement and Contract Manufacturing Agreement.

The following table summarizes the major classes of assets sold on the date of the sale:

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Total non-current assets $ 43,663

The sale of the dialysis product portfolio and BioSentry tract sealant system biopsy businesses to Merit qualified for held for sale accounting and the Company determined that the fair value of the net assets being sold exceeded the carrying value as of May 31, 2023.

The following table summarizes the major classes of assets held for sale:

(in thousands) As of May 31, 2023

Current assets:

Inventories $ 4,154

Prepaid expenses and other 2,000

Total current assets held for sale $ 6,154

Non-current assets:

Property, plant and equipment, net $ 44

Intangible assets, net 17,629

Goodwill 25,980

Total non-current assets held for sale $ 43,653

REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition

Under ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps:

Under ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements, the Company performs the following five steps:

(i) identify the contract(s) with a customer;

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Net Product Revenue

The Company's products consist of a wide range of medical, surgical and diagnostic devices used by professional healthcare providers for vascular access, for the treatment of peripheral vascular disease and for use in oncology and surgical settings.

The Company's products consist of medical technology products focused on restoring healthy blood flow in the body's vascular system, expanding cancer treatment options and improving quality of life for patients.

The Company's products are generally used in minimally invasive, image-guided procedures.

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These types of agreements include an embedded operating lease for the right to use the units.

In these arrangements, revenue recognized for the sale of the disposables is not allocated between the disposal revenue and lease revenue due to the insignificant value of the units in relation to the total agreement value.

In these arrangements, revenue recognized for the sale of the disposables is not allocated between the disposable revenue and lease revenue due to the insignificant value of the units in relation to the total agreement value.

Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

Variable Consideration

Revenue from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, returns, rebates and allowances that are offered within

contracts between the Company and its customers.

These reserves are based on the amounts earned or to be claimed on the related sales and are classified as a contra asset.

Rebates and Allowances:

The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized.

The Company establishes reserves for such amounts, which is included in accrued expenses in the accompanying Consolidated Balance Sheets.

These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes.

The Company is also required to pay administrative fees to group purchasing organizations.

Product Returns:

Revenue from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, product returns, rebates and allowances that are offered within contracts between the Company and its customers.

The Company generally offers customers a limited right of return.

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The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls.

During the year ended May 31, 2024, such product returns were not material.

Discounts and product returns are based on amounts earned or to be claimed on the related sales and are classified as a contra asset.

During the years ended May 31, 2025, 2024 and 2023, such product returns were not material.

The Company establishes reserves for such amounts, which is included in "Accrued liabilities" in the accompanying Consolidated Balance Sheets.

These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes.

The Company is also required to pay administrative fees to group purchasing organizations.

Contract Balances with Customers

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Accordingly, the Company does not have any contract assets associated with the future right to invoice its customers.

In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included in deferred revenue in the accompanying Consolidated Balance Sheets.

In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included as deferred revenue in "Accrued liabilities" in the accompanying Consolidated Balance Sheets.

The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers:

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The recurring fair value measurements using significant unobservable inputs (Level 3) relate to contingent consideration liabilities.

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis:

Fair Value Measurements using inputs considered as:

(in thousands) Level 1 Level 2 Level 3 Fair Value at May 31, 2024

Financial Liabilities

Contingent consideration for acquisition earn outs $ — $ — $ 4,728 $ 4,728

Total Financial Liabilities $ — $ — $ 4,728 $ 4,728

There were no assets or liabilities measured at fair value at May 31, 2025.

The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis at May 31, 2024:

Fair Value Measurements using inputs considered as:

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Change in fair value of contingent consideration (1)

Currency loss from remeasurement 28

Contingent consideration payments ( 15,000 )

Balance at May 31, 2024 $ 4,728

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Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future.

The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of May 31, 2024:

(in thousands) Fair Value Valuation Technique Unobservable Input Range

Revenue based payments $ 4,728 Discounted cash flow Discount rate 10 %

Probability of payment 90 % - 100 %

Projected fiscal year of payment 2025

At May 31, 2024, the amount of undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is approximately $ 5.0 million.

The milestones, including revenue projections and technical milestones, associated with the contingent consideration must be reached in future periods ranging from fiscal years 2025 to 2029 in order for the associated consideration to be paid.

The final milestone associated with the contingent consideration was reached during the third quarter of fiscal year 2025 and was paid during the fourth quarter of fiscal year 2025.

Items Measured at Fair Value on a Nonrecurring Basis

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This resulted in an impairment charge of $ 3.4 million to write the buildings down to fair value.

There were no other items measured at fair value on a nonrecurring basis during the year ended May 31, 2024 or May 31, 2023.

There were no other items measured at fair value on a nonrecurring basis during the year ended May 31, 2025 or 2024.

Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method).

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Depreciation expense for fiscal years 2025, 2024 and 2023 was $ 13.5 million, $ 14.7 million and $ 11.9 million, respectively.

Depreciation expense for the year ended May 31, 2024 includes accelerated depreciation of $ 2.4 million related to the plant closure announced on January 5, 2024 (see Note 19 "Acquisition, restructuring and other items, net" as set forth in the Notes to the consolidated financial statements in this Annual Report on Form 10-K).

Depreciation expense for the year ended May 31, 2025 and 2024 includes accelerated depreciation of $ 3.4 million and $ 2.4 million, respectively, related to the plant closure announced on January 5, 2024 (see Note 19 "Acquisition, restructuring and other items, net" as set forth in the Notes to the consolidated financial statements in this Annual Report on Form 10-K).

During the third quarter of fiscal year 2024, the Company received a purchase offer for the properties located at 603 Queensbury Avenue, Queensbury NY and 8 Glens Falls Tech Park, Glens Falls, NY.

This resulted in an impairment charge of $ 3.4 million to write the buildings down to fair value.

GOODWILL AND INTANGIBLE ASSETS

Goodwill is not amortized, but rather, is tested for impairment annually or more frequently if impairment indicators arise.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination.

The Company's annual testing for impairment of goodwill was completed as of April 30, 2023.

To determine the fair value of the two reporting units as of April 30, 2023, the Company utilized the income approach for Med Tech and a combination of the income approach and market approach for Med Device.

Based on the results of this evaluation, there were no adjustments to goodwill for either reporting unit as of April 30, 2023.

In the fourth quarter of fiscal year 2023, the Company concluded that the sale of the dialysis and BioSentry businesses to Merit Medical Systems, Inc.

was a triggering event for the Med Device reporting unit.

As the Company concluded that this was the sale of a business, goodwill was allocated to the sale based on the relative fair value of the dialysis and BioSentry

businesses and is included in assets held for sale as of May 31, 2023.

To determine the fair value of the remaining Med Device reporting unit as of May 31, 2023, the Company utilized the income approach, as it was determined to be a better representation of the remaining Med Device reporting unit's projected long-term performance.

Based on the results of this evaluation, the Company recorded a goodwill impairment charge of $ 14.5 million for the year ended May 31, 2023 to write down the carrying value of the Med Device reporting unit to fair value.

In the third quarter of fiscal year 2024, the Company concluded that the sustained decline in our stock price was a triggering event for the Med Tech reporting unit.

To determine the fair value of the remaining Med Tech reporting unit as of February 29, 2024, the Company utilized the income approach, as it was determined to be a better representation of the remaining Med Tech reporting unit's projected long-term performance.

The income approach is based on the projected cash flows discounted to their present value using discount rates, that in the Company's judgment, consider the timing and risk of the forecasted cash flows using internally developed forecasts and assumptions.

Under the income approach, the discount rate used is the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics.

Other significant assumptions include revenue growth rates, profitability projections, and terminal value growth rates.

Based on the results of this evaluation, the Company recorded a goodwill impairment charge of $ 159.5 million for the year ended May 31, 2024 to write down the carrying value of the Med Tech reporting unit to fair value.

The impairment loss is disclosed separately on the face of the accompanying consolidated statements of operations.

Goodwill for each reporting unit is allocated as follows:

Year ended May 31, 2024

(in thousands) Med Tech Med Device Total

Balance June 1, 2023 $ 159,238 $ — $ 159,238

Goodwill impairment ( 159,476 ) — ( 159,476 )

Foreign currency translation adjustments 238 — 238

Balance May 31, 2024 $ — $ — $ —

Year ended May 31, 2023

(in thousands) Med Tech Med Device Total

Balance June 1, 2022 $ 160,529 $ 40,529 $ 201,058

Goodwill impairment — ( 14,549 ) ( 14,549 )

Assets held for sale — ( 25,980 ) ( 25,980 )

Foreign currency translation adjustments ( 1,291 ) — ( 1,291 )

Balance May 31, 2023 $ 159,238 $ — $ 159,238

INTANGIBLE ASSETS

Definite Lived Intangible Assets

Intangible assets other than goodwill are amortized over their estimated useful lives on a straight-line basis.

Intangible assets are amortized over their estimated useful lives on a straight-line basis.

Useful lives range from two to eighteen years .

1 unchanged sentence

If an intangible asset or asset group is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset.

In connection with the triggering event for the Med Tech reporting unit as of February 29, 2024, long-lived assets were tested for impairment.

As a result of the undiscounted cash flow analysis that was performed, there were no impairments identified as of February 29, 2024.

There were no impairment charges on definite lived intangible assets for the year ended May 31, 2025.

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The impairment charge is recorded in "Acquisition, restructuring and other items, net", on the Consolidated Statements of Operations (see Note 19 "Acquisition, restructuring and other items, net" as set forth in the Notes to the consolidated financial statements in this Annual Report on Form 10-K).

There were no other impairment charges on definite lived intangible assets for the year ended May 31, 2024.

Intangible assets consisted of the following:

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primarily related to book intangibles partially offset by tax net operating losses and capitalized R&D expenditures.

The net deferred tax liability in the U.S.

as of May 31, 2023 principally relates to tax amortization of intangibles that have an indefinite reversal period for book purposes, also known as a “naked credit deferred tax liability”, that cannot be considered as a source of income to recover the deferred tax asset.

In addition, included in the net deferred tax liability as of May 31, 2023 is a net deferred tax liability of $ 5.8 million that was related to the stock acquisition of Eximo Medical Ltd.

The net deferred tax liability of $ 4.9 million as of May 31, 2024 relates to the stock acquisition of Eximo Medical Ltd.

primarily related to book intangibles partially offset by tax net operating losses and capitalized R&D expenditures.

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The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

There are no accrued interest and penalties recognized in the Consolidated Balance Sheets as of May 31, 2024 and May 31, 2023.

There are no accrued interest and penalties recognized in the Consolidated Balance Sheets as of May 31, 2025 and 2024.

The Company files income tax returns in the U.S.

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Outside services 3,143 8,962

Royalties 2,575 2,874

Research and development 1,459 1,255

Accrued severance 1,486 262

Royalties 2,642 2,575

Sales and franchise taxes 531 520

TSA Payable 6,259 —

Deferred warranties 374 —

Transaction service agreement payable 2,241 6,259

Rebates 446 412

Accrued freight 575 —

Accrued severance 800 1,486

Other 2,910 3,989

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LONG-TERM DEBT

On June 8, 2023 and in connection with the completion of the dialysis and BioSentry divestiture, the Company repaid all amounts outstanding under its then existing Credit Agreement, dated as of August 30, 2022, with the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A.

and KeyBank National Association, as co-syndication agents, and JPMorgan Chase Bank, N.A.

as sole bookrunner and sole lead arranger (the "Credit Agreement"), and as a result, the Credit Agreement was extinguished.

Pursuant to the terms of the Credit Agreement, AngioDynamics had the option to repay this facility prior to the maturity date without penalty.

On May 28, 2025, the Company entered into a new Credit Agreement (the “Credit Agreement”) with its subsidiary RITA Medical Systems, LLC (“RITA” and, together with the Company, the “Loan Parties”), the lenders party thereto and JPMorgan Chase Bank, N.A., individually and as administrative agent, issuing bank and swingline lender.

The Credit Agreement provides for a $ 25.0 million secured revolving credit facility (the "Revolving Facility"), which is subject to a borrowing base comprised of certain working capital assets of the Company.

Additionally, until such time as the Company has demonstrated a fixed charge coverage ratio greater than 1.10 to 1.00, the Revolving Facility will be further reduced by $ 5,000,000 (such period, the “Availability Block Period”).

To the extent requested by the Company, and subject to certain customary limitations, the lenders will make revolving loan advances to the Company and the issuing bank will issue letters of credit for the account of the Company, in each case in an aggregate amount not exceeding the availability under the Revolving Facility.

Issuances of letters of credit under the Revolving Facility shall further be limited by an issuance cap, which as at the closing date is set at $ 2,000,000 .

The proceeds of the Revolving Facility may be used for working capital and for general corporate needs of AngioDynamics and its subsidiaries.

The Credit Agreement has a two-year maturity.

Interest on the Revolving Facility will be based, at the Company's option, on a rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus 0.1 % (subject to a floor of 0 %) ("Adjusted Term SOFR"), or (ii) the alternate base rate (subject to a floor of 0 %) ("ABR"), and in each case with a margin for Adjusted Term SOFR loans of 2.0 % and for ABR loans of 1.0 %.

The Revolving Facility will also carry a commitment fee of 0.2 % per annum on the unused portion.

The Revolving Facility contains customary benchmark replacement and rate fallback provisions.

The Company's obligations under the Credit Agreement are unconditionally guaranteed, jointly and severally, by the Company's material direct and indirect domestic subsidiaries (the “Guarantors”).

The sole Guarantor as at the closing date is RITA.

All obligations of the Company and the Guarantors under the Revolving Facility are secured by first priority security interests in substantially all of the assets of the Loan Parties and the Guarantors.

The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, a financial covenant which requires the Company to maintain, as of the end of each calendar month commencing after the end of the Availability Block Period, a fixed charge coverage ratio of EBITDA* minus unfinanced capital expenditures to consolidated interest expense paid or payable in cash plus scheduled principal payments in respect of indebtedness under the Credit Agreement of not less than 1.05 to 1.00.

* The definitions of total indebtedness, EBITDA, capital expenditures and interest expense are specifically defined in the Credit Agreement included as an exhibit to Form 8-K filed on May 28, 2025.

As of May 31, 2025 there was no amounts outstanding on the Revolving Facility.

As of May 31, 2025, the carrying value of long-term debt approximated its fair market value.

RETIREMENT PLANS

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The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units, performance shares and other incentive awards to the Company's employees, directors and other service providers.

On November 14, 2023 the Company's shareholders approved an amendment to the 2020 Plan to increase the reserve of shares of common stock available for future grants by 1,500,000 shares.

As of May 31, 2024, there remained approximately 2.7 million shares available for future grants under the 2020 Plan.

On November 3, 2022 and November 14, 2023, the Company’s shareholders approved amendments to the 2020 Plan to increase the reserve of shares of common stock available for grants by 1.95 million shares and 1.5 million shares, respectively.

On November 12, 2024, the Company's shareholders approved an additional amendment to the 2020 Plan to increase the reserve of shares of common stock available for future grants by 3.2 million shares.

As of May 31, 2025, there remained approximately 4.0 million shares of common stock available for future grant under the 2020 Plan.

Prior to the adoption of the 2020 Plan, equity awards were issued under the 2004 Stock and Incentive Award Plan (the “2004 Plan”).

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Stock options granted prior to May 1, 2007 and after June 1, 2017 expire on the tenth anniversary of the grant date.

Stock options granted between May 1, 2007 through May 31, 2017 expire on the seventh anniversary of the grant date.

The Company measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model.

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As of May 31, 2025, 2.6 million shares remained available for future purchases under the Stock Purchase Plan.

On July 16, 2024, the Board of Directors approved a share repurchase program (the "Repurchase Program") under which they authorized the Company the option to repurchase up to $ 15.0 million of its outstanding common stock.

The timing and amount of any share repurchases under the authorization will be determined by management within certain parameters and based on market conditions and other considerations.

During the year ended May 31, 2025, the Company repurchased 243,847 shares of common stock in the open market at an aggregate cost of $ 1.7 million under the Repurchase Program.

There were no share repurchases during the year ended May 31, 2024.

As of May 31, 2025, $ 13.3 million remained available for repurchase under the Repurchase Program.

EARNINGS PER SHARE

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The Company determines if an arrangement is a lease at inception of the contract.

The Company has operating leases for buildings, primarily for office space, R&D, manufacturing and warehousing.

The Company has operating leases for buildings, primarily for office space, R&D and warehousing.

The Company has financing arrangements for manufacturing and distribution.

Financing Arrangement

On December 24, 2024, the Company entered into an agreement to sell the manufacturing facilities in Queensbury, NY and Glens Falls, NY for a purchase price of $ 5.5 million and $ 1.2 million, respectively, and net proceeds of $ 5.2 million and $ 1.1 million, respectively.

The Company simultaneously entered into lease agreements with future lease payments of $ 4.6 million over seven years for the Queensbury, NY facility and $ 0.4 million over three years for the Glens Falls, NY facility.

Based on certain criteria, the transaction was accounted for as a financing arrangement, as it did not meet the criteria for a sale-leaseback.

As a result, the assets remain in "Property, plant and equipment, net" on the Consolidated Balance Sheets at their historical book value and are depreciated over the term of the lease agreements.

A financing arrangement was recorded in the amount of the net proceeds received.

The Company will recognize monthly rent as a reduction of the finance arrangement and interest expense, using the effective interest rate method.

No gain or loss was recognized related to the financing arrangement for the twelve months ended May 31, 2025.

As of May 31, 2025, the carrying value of the financing arrangement was $ 6.2 million, of which $ 0.4 million was classified as " Other current liabilities " and $ 5.8 million was classified as " Other long-term liabilities " on the Consolidated Balance Sheets.

Interest expense associated with the financing arrangement was $ 0.2 million for the twelve months ending May 31, 2025.

Remaining future cash payments related to the financing arrangement as of May 31, 2025 for each of the following fiscal years is:

(in thousands) May 31, 2025

2030 and thereafter 1,705

Total minimum liability payments $ 4,714

imputed interest ( 2,028 )

Total $ 2,686

Operating Leases

Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

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General and administrative 1,155 1,327 1,458

Acquisition, restructuring and other items, net 42 — —

$ 2,632 $ 2,549 $ 2,694

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(in thousands) Total 2026 2027 2028 2029 2030 and thereafter

Purchase obligations (1)

$ 2,946 $ 2,946 $ — $ — $ — $ —

Royalties (1)

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$ 32,380 $ 3,620 $ 3,620 $ 3,620 $ 3,620 $ 17,900

(1) The non-cancelable inventory purchase obligations are not reflected on the Consolidated Balance Sheets under accounting principles generally accepted in the United States of America.

(1) These are future minimum royalty payments.

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On March 31, 2024, the Company and Bard’s parent company Becton, Dickinson and Company (collectively, “BD”) entered into a settlement agreement (the “Settlement Agreement”) to resolve the ongoing litigations.

Under the terms of the Settlement Agreement, BD will grant a license to the Company under certain of BD’s port patents and AngioDynamics will grant BD a license under certain of the Company’s catheter patents.

The Company will make a one-time lump sum payment to BD in the amount of $ 7.0 million, $ 3.0 million of which was paid within 5 business days of execution of the Settlement Agreement, and the remainder of which will be payable in installments over the 12 months ending March 31, 2025.

The Company will also make six minimum annual payments to BD of $ 2.5 million through February 2029, and potential additional payments if six percent ( 6 %) of annual net sales of the Company’s port products exceed the minimum payment.

Under the terms of the Settlement Agreement, BD granted a license to the Company under certain of BD’s port patents and AngioDynamics granted BD a license under certain of the Company’s catheter patents.

The Company made a one-time lump sum payment to BD in the amount of $ 7.0 million, $ 3.0 million which was paid within 5 business days of execution of the Settlement Agreement, and the remainder is payable in installments during 12 month period ending March 31, 2025.

The Company will also make six minimum annual payments to BD of $ 2.5 million starting in fiscal year 2025, and potential additional payments if six percent ( 6 %) of annual net sales of the Company’s port products exceed the minimum payment.

The Company made payments of $ 6.5 million related to the minimum annual payments to BD during the fiscal year ended May 31, 2025.

The parties will participate in the pending appeal before the Federal Circuit of the case that was filed March 10, 2015 and a contingent payment of $ 3.0 million will be due from the Company to BD if the Federal Circuit reverses or vacates the District Court’s findings of invalidity with respect to the patent claims at issue in the case.

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Neither party admitted any liability and the agreement contains mutual covenants not to sue and releases.

As of May 31, 2025, there was $ 2.5 million payable to BD recorded in other current liabilities and $ 9.0 million recorded in other long-term liabilities.

Port Product Claims

As of May 31, 2025, the Company is defending approximately 162 product liability claims involving the Company's port products (collectively, the “Port Product Claims”).

The Port Product Claims are consolidated for pretrial proceedings in the United States District Court for the Southern District of California.

The Port Product Claims generally seek damages for personal injury allegedly resulting from use of the products.

The Company has limited information regarding the nature and quantity of certain of the Port Product Claims.

The Company continues to receive claims and lawsuits and may in future periods learn additional information regarding other unfiled or unknown claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company.

SEGMENTS AND GEOGRAPHIC INFORMATION

Segment information

The Company regularly reviews its segments and the approach used by the chief operating decision maker, the President and Chief Executive Officer ("CEO"), and management to evaluate performance and allocate resources.

Prior to the first quarter of fiscal year 2023, the Company considered the business to be a single operating segment engaged in the development, manufacture and sale of medical devices for vascular access, peripheral vascular disease and oncology on a global basis.

Commencing with the first quarter of fiscal year 2023, the Company began to manage its operations through two segments, Med Tech and Med Device to align with the transformation from a company with a broad portfolio of largely undifferentiated

products to a more focused medical technology company.

The CEO evaluates these two segments based on net sales and gross margin to, among other items, allocate resources and assess performance.

The Company regularly reviews its segments and the approach used by the chief operating decision maker, the President and Chief Executive Officer ("CEO"), to evaluate performance and allocate resources.

The Company manages its operations through two operating segments, Med Tech and Med Device.

The CEO evaluates these two operating segments based on gross margin to, among other items, allocate resources and assess performance.

The CEO uses gross margin in the budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, investments and personnel across the two operating segments.

Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions.

The CEO evaluates all other elements of profitability, investment and cash flow metrics on a consolidated global basis due to shared infrastructure and resources.

The Med Tech segment is comprised of our technology portfolio including Auryon, the thrombus management platform and NanoKnife.

The Med Device segment is comprised of our Core, Venous, Ports and other Oncology products.

The Company manages its assets on a total company basis, not by operating segment;

therefore, the CEO does not review any asset information by operating segment and, accordingly, asset information is not reported or evaluated by operating segment.

Total assets were $ 317.7 million as of May 31, 2024.

The table below summarizes net sales and gross margin by Med Tech and Med Device including prior periods during which the Company considered the business to be a single operating segment, in order to conform to the current period presentation:

The table below summarizes net sales, cost of sales and gross margin by Med Tech and Med Device:

Year ended May 31,

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Med Tech Net Sales $ 126,653 $ 106,403 $ 96,687

Gross Profit $ 67,198 $ 61,966 $ 52,584

Med Tech Cost of Sales (exclusive of intangible amortization) $ 48,138 $ 39,205 $ 34,721

Gross Margin $ 78,515 $ 67,198 $ 61,966

Gross Margin % 62.0 % 63.2 % 64.1 %

Med Device Net Sales $ 165,845 $ 197,511 $ 242,065

Gross Profit $ 87,500 $ 112,280 $ 113,148

Med Device Cost of Sales (exclusive of intangible amortization) $ 86,655 $ 110,011 $ 129,785

Gross Margin $ 79,190 $ 87,500 $ 112,280

Gross Margin % 47.7 % 44.3 % 46.4 %

Total Net Sales $ 292,498 $ 303,914 $ 338,752

Gross Profit $ 154,698 $ 174,246 $ 165,732

Total Cost of Sales (exclusive of intangible amortization) $ 134,793 $ 149,216 $ 164,506

Gross Margin $ 157,705 $ 154,698 $ 174,246

Gross Margin % 53.9 % 50.9 % 51.4 %

Operating expenses (1)

$ 197,659 $ 401,632 $ 225,427

Gain on sale of assets (2)

Other income (expense), net (3)

5,922 797 ( 3,256 )

Loss before income tax benefit $ ( 34,032 ) $ ( 191,638 ) $ ( 54,437 )

(1) Operating expenses include Research and development, Sales and marketing, General and administrative, Amortization of intangibles, Goodwill impairment, Change in fair value of contingent consideration and Acquisition, restructuring and other items, net.

(2) Gain on sale of assets includes the gain on the sale of divested products.

(3) Other income (expense), net includes interest income, interest expense, foreign currency impacts and bank fees.

Geographic information

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In addition, no one customer represents more than 10% of consolidated net sales.

67 % of long-lived assets are located within the United States.

65 % of long-lived assets are located within the United States and 34 % are located within Israel.

ACQUISITION, RESTRUCTURING AND OTHER ITEMS, NET

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Plant Closure (4)

Manufacturing Relocation (5)

13,761 9,481 —

Manufacturing Relocation (5)

Intangible and other asset impairment (6)

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(1) Legal expenses related to litigation that is outside the normal course of business.

In the third quarter of fiscal year 2024 a $ 19.3 million settlement expense was recorded as a result of the Settlement Agreement that was entered into between the Company and BD.

For the year ended May 31, 2024 , a $ 19.3 million settlement expense was recorded as a result of the Settlement Agreement that was entered into between the Company and BD.

(2) Mergers and acquisitions expenses related to investment banking, legal and due diligence.

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(7) In the first quarter of fiscal year 2023, a $ 3.5 million payment was made to the Israeli Innovation Authority to fully satisfy the obligation related to grant funds that were provided to Eximo for development of the Auryon laser prior to the acquisition in the second quarter of fiscal year 2020.

(8) Included in the $ 2.6 million in other for the year ended May 31, 2024 is $ 0.9 million of deferred financing fees that were written-off in conjunction with the sale of the Dialysis and BioSentry businesses and concurrent extinguishment of the debt, along with $ 1.4 million of severance due to restructurings outside of the plant closure.

(8) Included in the $ 2.2 million and $ 2.6 million in other for the years ended May 31, 2025 and 2024 is $ 0.9 million and $ 1.4 million, respectively, of severance due to restructurings outside of the plant closure.

In addition, for the year ended May 31, 2024, $ 0.9 million of deferred financing fees that were written-off in conjunction with the divestiture of the Dialysis and BioSentry businesses and concurrent extinguishment of the debt.

Restructuring

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As a result of this evaluation, certain restructuring initiatives are taken to enhance the Company’s overall operations.

On January 5, 2024, the Company announced a restructuring of its manufacturing footprint and a shift to an outsourced model (the "Plan").

This Plan is intended to transfer all product manufacturing processes to third-party manufacturers.

The restructuring activities associated with the Plan are expected to be completed in the third quarter of fiscal year 2026.

On January 5, 2024, the Company announced a restructuring to optimize its manufacturing efficiency, capabilities and footprint (the "Plan").

In the second quarter of fiscal year 2025, the Company announced a modification to the Plan to maintain a presence in Queensbury, NY for the manufacturing of select products, customer service, logistics, shipping, quality and regulatory operations.

The restructuring activities associated with the modified Plan are still expected to be completed in the third quarter of fiscal year 2026.

The following table provides a summary of our estimated costs associated with the plan:

Type of cost Total estimated amount expected to be incurred (in thousands)

Type of cost (in thousands) Total original estimated amount expected to be incurred Total modified estimated amount expected to be incurred

Facilities closeout fees (1)

$ 14,500 to $ 15,250

Termination benefits 9,000 to 10,000

Outside consultants 9,000 to 10,000

Validation expenses 4,500 to 5,500

Regulatory filings 750 to 1,250

Other 750 to 1,250

$ 38,500 to $ 43,250

(1) Included in this estimate is approximately $ 13.6 million of non-cash charges for accelerated depreciation and building impairment.

The Company recorded total restructuring charges to date of $ 9.5 million.

$ 14,500 to $ 15,250 $ 16,000 to $ 17,000

Termination benefits 9,000 to 10,000 6,200 to 7,200

Outside consultants 9,000 to 10,000 7,500 to 8,500

Validation expenses 4,500 to 5,500 3,400 to 4,400

Regulatory filings 750 to 1,250 150 to 650

Other 750 to 1,250 150 to 650

$ 38,500 to $ 43,250 $ 33,400 to $ 38,400

(1) Included in the original and modified estimate is approximately $ 13.6 million and $ 13.3 million of non-cash charges for accelerated depreciation and building impairment.

The Company recorded restructuring charges related to the Plan during the years ended May 31, 2025 and 2024 of $ 13.8 million and $ 9.5 million, respectively.

Total restructuring charges recorded to date are $ 23.2 million.

Termination benefits are only earned if an employee stays until their termination date;

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Balance at May 31, 2025 $ 629 $ 622 $ 86 $ — $ — $ 166 $ 1,503

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows:

(in thousands) Foreign currency translation gain (loss)

Balance at May 31, 2022 $ 1,357

Other comprehensive income, net of tax ( 6,080 )

Net other comprehensive loss $ ( 6,080 )

Balance at May 31, 2023 $ ( 4,723 )

Other comprehensive income, net of tax 358

Net other comprehensive income $ 358

Balance at May 31, 2024 $ ( 4,365 )

AngioDynamics, Inc.

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Exhibit Number Description of Exhibits Form Exhibit Filing Date

2.2 Stock Purchase Agreement, dated as of October 8, 2012, by and among AngioDynamics, Inc., Vortex Medical, Inc.

(“Vortex”), the stockholders of Vortex set forth on the signature pages thereto, the option holders of Vortex set forth on the signature pages thereto and CHTP Management Services, Inc., as sellers’ representative.

8-K 2.1 October 12, 2012

2.3 Asset Purchase Agreement dated as of April 17, 2019 by and between AngioDynamics, Inc.

and Medline Industries Inc.

8-K 2.1 April 18, 2019

2.2 Asset Purchase Agreement dated as of June 8, 2023 by and between AngioDynamics, Inc.

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8-K 10.1 October 21, 2015

10.1 Credit Agreement, dated as of May 28, 2025, by and among AngioDynamics, Inc., RITA Medical Systems, LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., individually and as administrative agent, issuing bank and swingline lender.

8-K 10.1 May 28, 2025

10.1.3 AngioDynamics, Inc.

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S-1 10.2 May 3, 2000

Incorporated by Reference

Exhibit Number Description of Exhibits Form Exhibit Filing Date

10.7 Horizon Medical Products, Inc.

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S-8 99.2 July 8, 2005

Incorporated by Reference

Exhibit Number Description of Exhibits Form Exhibit Filing Date

10.10 Rita Medical Systems, Inc.

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and AngioDynamics Inc.

10-K 10.21 July 25, 2024

14 Code of Ethics.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures