What changed in this filing

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Item 9A. Controls and Procedures

2024-07-25 compared with 2023-08-03 · 215 added, 191 removed, 1097 unchanged (27% of the section changed)

25 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended May 31, 2023, of the Company and our report dated August 3, 2023, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended May 31, 2024, of the Company and our report dated July 25, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Boston, Massachusetts

August 3, 2023

July 25, 2024

Other Information.

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We have audited the accompanying consolidated balance sheets of AngioDynamics, Inc.

and subsidiaries (the "Company") as of May 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended May 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of May 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended May 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 3, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 25, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Inventories – Excess Quantities and Obsolescence — Refer to Notes 1 & 6

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• We tested the design and effectiveness of controls over inventory, including those over the estimation of reserves for excess quantities and obsolescence.

• We evaluated the reasonableness of the Company's excess and obsolete inventory policy, considering historical experience and the underlying assumptions.

• We evaluated the reasonableness of the Company's excess and obsolete inventory policy, considering historical experience and the underlying assumptions and considered the Company's disclosures.

• We tested the calculation of the excess and obsolete reserve pursuant to the Company's policy, on a sample basis, including the completeness and accuracy of the data used in the calculation.

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• 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.

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

At May 31, 2023, the Company's goodwill specific to the Med Device reporting unit was $40 million.

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 connection with the Company’s determination that assets held for sale criteria was met as of May 31, 2023 with regard to a portion of its Med Device reporting unit, the Company identified a triggering event requiring further assessment relating to the recoverability of its goodwill and therefore after performing its annual test on its measurement date of April 30, 2023, performed an updated goodwill impairment test as of May 31, 2023.

The Company determined the amount of goodwill attributable to the disposal group and to the portion of the remaining Med Device reporting unit on a relative fair value basis.

The Company recorded a goodwill impairment charge of $14.5 million relating to its Med Device reporting unit for the year ended May 31, 2023.

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 or components thereof.

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, weighting of fair values, and discount rates.

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.

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

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

• We tested the effectiveness of internal controls over the Company’s annual goodwill impairment analysis and its conclusions related to its updated goodwill assessment as of May 31, 2023.

This included controls over management’s review of the revenue growth rates, EBITA margins, weighting of the fair values, and discount rates used in the valuation models.

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

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◦ EBITA margins

◦ Weighting of fair values

◦ Discount rates used in the valuation models

• We considered the historical accuracy of management's estimates and evaluated the forecasts for reasonableness, comparing to historical results and internal communications to management and the Board of Directors, as well as information generated from analyst and industry reports for the Company and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the revenue growth rates, EBITA margins, weighting of fair values, and discount rates and reasonableness of the valuation methodology, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing to those selected by management.

We considered the existence of contradictory evidence based on consideration of internal communication to management and the Board of Directors, Company press releases, and analysts' reports, as well as any changes within the business.

◦ 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

Boston, Massachusetts

August 3, 2023

July 25, 2024

We have served as the Company’s auditor since 2016.

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Total operating expenses 401,632 225,427 194,203

Gain on sale of assets 54,499 — —

Operating loss ( 192,435 ) ( 51,181 ) ( 28,471 )

Other expenses

Interest expense, net ( 2,702 ) ( 688 ) ( 861 )

Other income (expense), net ( 554 ) ( 790 ) 92

Total other expenses, net ( 3,256 ) ( 1,478 ) ( 769 )

Interest income (expense), net 1,614 ( 2,702 ) ( 688 )

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

Total other income (expense), net 797 ( 3,256 ) ( 1,478 )

Loss before income tax benefit ( 191,638 ) ( 54,437 ) ( 29,949 )

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( 5,714 ) ( 5,714 )

Accumulated other comprehensive income (loss) ( 4,723 ) 1,357

Accumulated other comprehensive loss ( 4,365 ) ( 4,723 )

Total Stockholders' Equity 205,586 378,296

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Issuance/cancellation of restricted stock units 299,544 ( 1,900 ) ( 1,900 )

Issuance of performance share units 59,371 —

Purchase of common stock under Employee Stock Purchase Plan 98,586 2 1,874 1,876

Stock-based compensation 10,692 10,692

Other comprehensive income, net of tax 4,494 4,494

Other comprehensive loss, net of tax ( 1,796 ) ( 1,796 )

Balance at May 31, 2022 39,541,173 $ 380 $ 586,879 $ ( 158,413 ) $ 1,357 ( 370,000 ) $ ( 5,714 ) $ 424,489

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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

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Net loss $ ( 184,349 ) $ ( 52,442 ) $ ( 26,547 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization 27,712 30,873 29,349

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Stock based compensation 10,529 11,158 10,692

Gain on dispositions ( 54,499 ) — —

Transaction costs for disposition ( 5,084 ) — —

Change in fair value of contingent consideration 432 2,320 1,212

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Asset impairments and disposals 7,108 291 391

Write-off of other assets 869 — —

Other ( 62 ) ( 513 ) ( 93 )

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Accounts payable, accrued and other liabilities 27,531 2,139 3,912

Net cash provided by (used in) operating activities 78 ( 7,194 ) 24,093

Net cash (used in) provided by operating activities ( 28,158 ) 78 ( 7,194 )

Cash flows from investing activities:

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Additions to placement and evaluation units ( 5,015 ) ( 5,394 ) ( 11,410 )

Proceeds from sale of assets 134,500 — —

Cash paid for acquisitions — — ( 3,600 )

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

Net cash used in investing activities ( 9,746 ) ( 19,307 ) ( 13,711 )

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

Cash flows from financing activities:

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

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

Proceeds from exercise of stock options and employee stock purchase plan 752 1,171 2,683

Net cash provided by (used in) financing activities 25,420 7,683 ( 16,986 )

Net cash (used in) provided by financing activities ( 64,248 ) 25,420 7,683

Effect of exchange rate changes on cash and cash equivalents 125 43 ( 518 )

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Goodwill and Intangible Assets

Intangible assets other than goodwill, indefinite lived intangible assets 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 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.

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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When testing for impairment of definite-lived intangible assets held for use, the Company groups assets at the lowest level for which cash flows are separately identifiable.

Prior to the first quarter of fiscal year 2023, the Company managed its operations as one reporting unit.

At the beginning of the first quarter of fiscal year 2023, the Company began to manage its operations as two operating segments and two reporting units, namely Med Tech and Med Device (see Note 18 "Segments and Geographic Information" set forth in the Notes to our consolidated financial statements included in this Annual Report on Form 10-K).

The Company operates as two reporting units and two asset groups.

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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 and other intangible assets that have indefinite useful lives are not amortized, but rather, are tested for impairment annually or more frequently if impairment indicators arise.

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.

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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 $ 14.5 million for the year ended May 31, 2023 as the fair value of the Med Device reporting unit was less than its carrying value.

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 accumulates translation adjustments in accumulated other comprehensive loss, a component of stockholders’ equity.

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 income (expense), net in the Consolidated Statements of Operations as incurred.

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 periodically enters into certain derivative financial instruments to hedge the underlying economic exposure.

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.

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).

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Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance This ASU increases the transparency of government assistance to include the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements.

June 1, 2022 The Company adopted the new standard in the first quarter of fiscal year 2023 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 2021-08, Business Combinations (Topic 805):

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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):

Improvements to Reportable Segment Disclosures

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.

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

Improvements to Income Tax Disclosures

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

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

ASSETS HELD FOR SALE

During the fourth quarter of fiscal year 2023, the Company was in discussions with Merit to sell the dialysis product portfolio and BioSentry tract sealant system biopsy businesses.

This 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 transaction was finalized on June 8, 2023.

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.

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.

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

(in thousands) As of February 15, 2024

Current assets:

Inventories $ 4,203

Total current assets $ 4,203

Non-current assets:

Property, plant and equipment, net $ 158

Intangible assets, net 20,781

Other assets 40

Total non-current assets $ 20,979

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.

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:

(in thousands) As of June 8, 2023

Current assets:

Inventories $ 4,068

Prepaid expenses and other 2,000

Total current assets $ 6,068

Non-current assets:

Property, plant and equipment, net $ 54

Intangible assets, net 17,629

Goodwill 25,980

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:

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Change in present value of contingent consideration (1)

Currency gain from remeasurement 28

Contingent consideration payments ( 15,000 )

Balance at May 31, 2024 $ 4,728

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Items Measured at Fair Value on a Nonrecurring Basis

The Company recorded a goodwill impairment charge of $ 159.5 million for the quarter ended February 29, 2024 to write down the carrying value of the Med Tech reporting unit to fair value.

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.

During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark.

This resulted in an impairment charge of $ 14.0 million.

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.

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.

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

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Deposits $ 913 $ 894

Employee Retention Tax Credit — 4,194

Software licenses 1,643 1,501

TSA receivable 6,401 —

License fees 208 217

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Less accumulated depreciation ( 69,675 ) ( 59,026 )

Less building impairment ( 3,364 ) —

35,173 43,891

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Depreciation expense for fiscal years 2024, 2023 and 2022 was $ 14.7 million, $ 11.9 million and $ 7.6 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).

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

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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 has historically performed its annual goodwill assessment during the third quarter of each fiscal year.

During the fourth quarter of fiscal year 2022, the Company changed its annual impairment assessment date from December 31 to April 30 to more closely align the impairment assessment date with the Company's long term planning and forecasting process.

Prior to the first quarter of fiscal year 2023, the Company managed its operations as one reporting unit.

As a result of this change, goodwill was required to be allocated to each reporting unit and an interim goodwill impairment assessment was performed at the Company and reporting unit levels.

To determine the fair value of the individual reporting units and the entire company as of June 1, 2022, the Company utilized the income approach.

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.

The market approach was also considered;

however, the income approach was chosen as the Company determined it is a better representation of both the Med Tech and Med Device reporting units' projected long-term performance.

The fair value of each

reporting unit and the Company as a whole was assessed to determine if there was any impairment.

The Company compared each reporting unit's fair value to the adjusted carrying value to conclude that there was no impairment for either reporting unit or the Company as a whole.

The adjusted carrying value of each reporting unit was used to calculate the Company's book value to compare to its market capitalization at the assessment date.

Based on the results of this evaluation, there were no adjustments to goodwill for either reporting unit or the Company as a whole as of August 31, 2022.

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.

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.

The market approach estimates fair values based on the determination of appropriate publicly traded market comparison companies and market multiples of revenue and earnings derived from those companies with similar operating and investment characteristics.

The market approach was also considered;

however, the income approach was chosen as the Company determined it is a better representation of the Med Tech reporting units' projected long-term performance.

For Med Device, both the income and market approaches were considered.

The fair value of each reporting unit was assessed to determine if there was any impairment.

The Company compared each reporting unit's fair value to the adjusted carrying value to conclude that there was no impairment for either reporting unit.

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

The Company concluded that the sale of the dialysis product portfolio and BioSentry tract sealant system biopsy businesses to Merit Medical Systems, Inc.

was a triggering event for the Med Device report 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.

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.

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.

There were no adjustments to goodwill for the Med Tech reporting unit for the year ended May 31, 2023 other than foreign currency translation adjustments.

There were no adjustments to goodwill for the year ended May 31, 2022 other than foreign currency translation adjustments.

Goodwill for each reporting unit is allocated as follows:

3 unchanged sentences

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 )

1 unchanged sentence

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

Even though the Company determined that there was no goodwill impairment as of April 30, 2023 for the Med Tech reporting unit, the future occurrence of a potential indicator of impairment, such as a significant adverse change in legal, regulatory, business or economic conditions or a more-likely-than-not expectation that the reporting unit or a significant portion of the reporting unit will be sold or disposed of, would require an interim assessment for the reporting unit prior to the next required annual assessment as of April 30, 2024.

Definite Lived Intangible Assets

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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 Device reporting unit as of May 31, 2023, 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 May 31, 2023.

During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark.

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, 2024.

During the third quarter of fiscal year 2024, the Company made the decision to abandon the Syntrax product line.

This resulted in an impairment charge of $ 3.3 million.

48 unchanged sentences

Depreciation and amortization 8,443 46,828

46,828 50,320

Valuation allowance ( 52,680 ) ( 25,759 )

Net deferred tax liability $ ( 4,812 ) $ ( 12,765 )

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.

The net deferred tax liability in the U.S.

as of May 31, 2023 and 2022 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 and 2022 is a net deferred tax liability of $ 5.8 million and $ 8.8 million, respectively that was related to the stock acquisition of Eximo Medical Ltd.

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.

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

2 unchanged sentences

The expiration of the Federal net operating loss carryforwards are as follows:

$ 5.2 million between 2023 and 2024, $ 79.4 million between 2028 and 2037 and $ 85.1 million indefinitely.

$ 37.1 million between 2030 and 2032, and $ 73.9 million indefinitely.

The Company's state net operating loss carryforwards as of May 31, 2024 after considering remaining IRC Section 382 limitations are $ 14.4 million which expire in various years from 2029 to 2043.

7 unchanged sentences

In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity.

Evidence the Company considered included its history of net operating losses, which resulted in the Company recording a full valuation allowance for its deferred tax assets in fiscal year 2016, except the naked credit deferred tax liability.

Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence.

Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state R&D credit carryforwards and other net deferred tax assets that have a limited life and are not supportable by the naked credit deferred tax liability sourced income as of May 31, 2023.

As a result of the full impairment of Goodwill and the reversal of the naked credit deferred tax liability sourced income, the Company has recorded a full valuation allowance on its US net deferred tax assets as of May 31, 2024.

The Company will continue to assess the level of the valuation allowance required.

25 unchanged sentences

The table above includes unrecognized tax benefits associated with the calculation of limitations placed on the utilization of tax attributes related to an acquired company.

If recognized, $ 0.5 million would result in adjustments to other tax accounts.

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

14 unchanged sentences

Sales and franchise taxes 520 480

TSA Payable 6,259 —

Rebates 412 469

2 unchanged sentences

LONG-TERM DEBT

On August 30, 2022, the Company repaid all amounts outstanding under its then existing credit agreement and entered into a new Credit Agreement (the "Credit Agreement") with its lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, sole bookrunner, and sole lead arranger, and Bank of America, N.A.

and KeyBank National Association, as Syndication Agents.

The Credit Agreement provides for a $ 75.0 million secured revolving credit facility (the "Revolving Facility") and a $ 30.0 million delayed draw term loan (the "Delayed Draw Term Loan"), and also includes an uncommitted expansion feature that allows the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $ 75.0 million.

Each exercise of such expansion feature must be drawn in $ 5.0 million increments.

The proceeds of the Revolving Facility may be used for general corporate purposes, including permitted acquisitions.

The proceeds of the Delayed Draw Term Loan may be used for general corporate purposes, including primarily to finance the manufacturing costs of the Auryon laser capital equipment.

The Credit Agreement has a five-year maturity.

Interest on the Revolving Facility and Delayed Draw Term Loan will be based, at the Company's option, on a rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus 0.10 % (subject to a floor of 0 %), or (ii) if the Company elects to treat a borrowing as an ABR Borrowing, an alternate base rate based on SOFR, plus, in each case, an applicable margin of 1.25 %, 1.50 % or 1.75 %, depending on the leverage ratio.

If any amounts are not paid when due, such overdue amounts will bear interest at an amount generally equal to 2.0 % plus the existing loan rate.

The Credit Agreement also carries a commitment fee in the case of the Revolving Facility, and a ticking fee, in the case of the Delayed Draw Term Loans of 0.20 % to 0.25 % per annum on the unused portion.

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”).

All obligations of the Company and the Guarantors under the Credit Agreement are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors.

The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two quarterly financial covenants as follows:

• Maximum leverage ratio of consolidated total indebtedness* to consolidated EBITDA* of not greater than 3.00 to 1.00 (during certain periods following material acquisitions the ratio shall be increased to 3.50 to 1.00).

• Fixed charge coverage ratio of consolidated EBITDA minus consolidated 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 1.25 to 1.00.

* The definitions of consolidated total indebtedness, consolidated EBITDA, consolidated capital expenditures and consolidated interest expense are specifically defined in the credit agreement included as an exhibit to Form 8-K filed on August 31, 2022.

As of May 31, 2023 there was $ 25.0 million outstanding on the Revolving Facility and $ 25.0 million outstanding on the Delayed Draw Term Loan and the interest rate at May 31, 2023 applicable to each was 6.73 %.

As of May 31, 2023 and May 31, 2022, the carrying value of long-term debt approximated its fair market value.

(in thousands) May 31, 2023

Revolving Facility $ 25,000

Delayed Draw Term Loan 25,000

unamortized debit issuance costs ( 182 )

Total long-term debt $ 49,818

The Company was in compliance with the Credit Agreement covenants as of May 31, 2023.

On June 8, 2023, AngioDynamics used a portion of the consideration received from the sale of the dialysis and BioSentry businesses to repay all amounts owed under AngioDynamics’ existing Credit Agreement, and as a result, the Credit Agreement was extinguished.

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.

46 unchanged sentences

The expected option lives are based on historical experience of employee exercise behavior.

The total intrinsic value of options exercised during the years ended May 31, 2023, 2022 and 2021 was $ 0.2 million, $ 1.6 million, and $ 0.8 million, respectively.

The total intrinsic value of options exercised during the years ended May 31, 2023 and 2022 was $ 0.2 million and $ 1.6 million, respectively.

There were no options exercised during the year ended May 31, 2024.

As of May 31, 2024, there was $ 3.4 million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a weighted average period of 2 years.

Cash received from option exercises during 2023, 2022 and 2021 was $ 0.3 million, $ 2.7 million and $ 1.9 million, respectively.

Cash received from option exercises during 2023 and 2022 was $ 0.3 million and $ 2.7 million, respectively.

There were no options exercised during the year ended May 31, 2024.

Due to the valuation allowance there was no tax benefit realized from stock option exercises during the years ended May 31, 2024, 2023 and 2022.

2 unchanged sentences

The restricted stock unit awards vest in four equal annual installments beginning on the first anniversary of the grant date.

Restricted stock unit awards granted to directors vest over one year .

In July 2023, the Board of Directors approved a change in terms of restricted stock units granted to non-employee directors to provide for immediate vesting upon grant of the award.

Unvested restricted stock unit awards will be forfeited if the recipient ceases to be employed by the Company.

7 unchanged sentences

The fair value of each restricted stock unit is the market price of Company stock on the date of grant.

The weighted average grant date fair value of restricted stock units granted during the years ended May 31, 2023, 2022 and 2021 was $ 19.99 ,

$ 26.24 and $ 10.40 , respectively.

The weighted average grant date fair value of restricted stock units granted during the years ended May 31, 2024, 2023 and 2022 was $ 8.74 , $ 19.99 and $ 26.24 , respectively.

The total intrinsic value of restricted stock units (meaning the fair value of the units on the date of vest) vesting during the years ended May 31, 2024, 2023 and 2022 was $ 4.2 million, $ 5.6 million, and $ 8.5 million, respectively.

23 unchanged sentences

General and administrative 5,595 5,984 5,999

Acquisition, restructuring and other items, net 3 — —

$ 10,529 $ 11,158 $ 10,692

7 unchanged sentences

Employees who own stock possessing 5 % or more of the total combined voting power or value of all classes of stock are not eligible to participate in the Stock Purchase Plan.

The purchase price of the shares of common stock acquired on each purchase date will be the lower of (i) 85 % of the fair market value of a share of common

stock on the first day of the offering period or (ii) 85 % of the fair market value of a share of common stock on the last day of the purchase period, subject to adjustments made by the Board of Directors.

The purchase price of the shares of common stock acquired on each purchase date will be the lower of (i) 85 % of the fair market value of a share of common stock on the first day of the offering period or (ii) 85 % of the fair market value of a share of common stock on the last day of the purchase period, subject to adjustments made by the Board of Directors.

The Stock Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.

During the years ended May 31, 2017, 2019 and 2021, an additional 500,000 , 1,000,000 and 500,000 shares of the Company's common stock, respectively, were reserved for issuance under the Stock Purchase Plan.

On November 3, 2022 the Company's shareholders approved an amendment to the employee stock purchase plan to increase the reserve of shares of common stock available for future grants by 1,000,000 shares.

40 unchanged sentences

Long-term lease obligations $ 3,939

During the years ended May 31, 2023 and May 31, 2022, the Company recognized operating lease expense, which includes immaterial short-term leases, of $ 2.7 million and $ 2.8 million, respectively.

During the years ended May 31, 2024, 2023 and 2022 the Company recognized operating lease expense, which includes immaterial short-term leases, of $ 2.5 million, $ 2.7 million and $ 2.8 million, respectively.

The expenses on the Consolidated Statement of Operations were classified as follows:

(in thousands) May 31, 2023 May 31, 2022

(in thousands) May 31, 2024 May 31, 2023 May 31, 2022

Cost of sales $ 866 $ 881 $ 890

30 unchanged sentences

7,785,302 ("302"), 7,959,615 (“615”) and 7,947,022 ("022")).

The case was stayed pending reexamination in the US Patent and Trademark Office ("USPTO").

Following the reexamination proceedings, and the parties’ related appeals to the Federal Circuit which resulted in further proceedings at the USPTO, certain claims of the 615 patent were held invalid, while the remaining claims of the 615 patent and the other two patents were upheld over the prior art references considered in the reexamination proceedings.

Thereafter, the case was transferred from the District of Utah to the United States District Court for the District of Delaware (“District of Delaware”).

On July 22, 2021, in another case against a different defendant, the District of Utah invalidated multiple claims of the ‘302, ‘022, and ‘615 Patents under 35 USC §101, including claims asserted against the Company.

On December 27, 2021, the District of Delaware stayed the case pending the Federal Circuit's resolution of Bard's appeal from the Utah Decision.

On February 17, 2023, the Federal Circuit Reversed-in-Part, Vacated-in-Part, and Remanded the Utah Decision.

The District of Delaware lifted the stay on February 28, 2023 and held a status conference on March 23, 2023.

A scheduling order has been entered, and a jury trial is currently scheduled for April 29, 2024.

The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable.

On March 10, 2015, Bard and Bard Peripheral Vascular filed suit in the District of Delaware claiming certain of the Company's implantable port products infringe on three U.S.

1 unchanged sentence

8,475,417, 8,545,460, 8,805,478).

The case proceeded through trial which began on March 4, 2019.

At the close of Bard’s case, the Court granted the Company's oral motion for judgment as a matter of law as well as its motions for summary judgment on the grounds that the asserted patents are invalid, ineligible, not infringed and not willfully infringed.

Bard appealed the judgment to the Federal Circuit and on November 10, 2020, the Federal Circuit reversed the judgment in part with respect to Section 101 (subject matter eligibility), and vacated and remanded the trial court’s invalidity and non-infringement judgments.

Following remand from the Federal Circuit, a jury trial commenced in the District of Delaware beginning November 14, 2022.

On November 22, 2022, a jury entered a verdict finding that certain of the Company’s implantable port products infringe certain claims of U.S.

patents held by Bard.

The issue of damages was bifurcated by the Court during trial and was not determined by the jury.

On Jun e 1, 2023, following post-trial briefing, the Court issued its decision on the Company’s Renewed Judgement as a Matter of Law.

The Court held the asserted patent claims were invalid as anticipated, indefinite, ineligible, and not willfully infringed.

The Court entered Judgment the same day in favor of the Company.

Bard has filed a Notice of Appeal to the Federal Circuit.

The Company maintains its belief that Bard’s claims are without merit.

The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable.

The Court entered Judgement on June 1, 2023 in favor of the Company.

On March 8, 2021, Bard filed suit in the District of Delaware asserting certain of the Company’s port products (including certain related infusion sets) infringe U.S.

8,025,639, 9,603,992 and 9,603,993.

On December 27, 2021, the District of Delaware stayed the case pending the Federal Circuit's resolution of Bard's appeal of the Utah decision invalidating

multiple claims of the ‘302, ‘022, and ‘615 patents under 35 USC §101.

Following the Federal Circuit’s decision on appeal, the District of Delaware lifted the stay on February 28, 2023, and held a scheduling conference on March 23, 2023.

A scheduling order has been entered, and a jury trial is currently scheduled for June 9, 2025.

The Company maintains its belief that Bard's claims are without merit.

The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable.

The Company counterclaimed, alleging that certain of Bard’s catheter products infringe U.S.

8,377,011, 10,729,881, 8,454,574.

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.

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.

Appellate briefing is closed, but an argument date has not yet been set.

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

SEGMENTS AND GEOGRAPHIC INFORMATION

2 unchanged sentences

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.

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.

36 unchanged sentences

( 1,092 ) — —

Divestiture (4)

Plant Closure (4)

Manufacturing Relocation (5)

587 1,091 644

Intangible and other asset impairment (6)

Israeli Innovation Authority prepayment (7)

Manufacturing Relocation (7)

Other 632 714 756

2,605 632 714

Total $ 53,182 $ 15,633 $ 9,042

(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.

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

(3) Transition services agreement that was entered into as a result of the sale of the Fluid Management business.

(4) Divestiture expenses incurred to transition manufacturing from Glens Falls, NY to Queensbury, NY.

(5) During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark.

This resulted in an impairment charge of $ 14.0 million.

(6) I n 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.

(7) Expenses to relocate certain manufacturing lines from Queensbury, NY to Alajuela, Costa Rica.

Included in legal for fiscal year 2021 is a $ 1.0 million settlement expense.

The settlement received partially offset legal expenses paid related to the settlement proceedings.

(3) Transition services agreement that were entered into with Merit and Spectrum.

(4) Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024.

(5) Expenses to relocate manufacturing lines out of Queensbury, NY.

(6) An impairment of $ 3.4 million on intangible and fixed assets and an inventory write-off of $ 2.9 million was taken in the third quarter of fiscal year 2024 relating to the abandonment of the Syntrax and RF product lines.

(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.

Restructuring

The Company evaluates its performance and looks for opportunities to improve the overall operations of the Company on an ongoing basis.

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.

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)

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.

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

therefore, the expenses related to termination benefits are being recorded ratably over the service period.

The table below presents the restructuring reserve for the twelve months ending May 31 , 2024 :

Termination Benefits Outside Consultants Validation Expenses Facilities Closeout Fees Regulatory Filings Other Total

(in thousands)

Balance at May 31, 2023 $ — $ — $ — $ — $ — $ — $ —

Charges $ 568 $ 2,501 $ 493 $ 5,767 $ 6 $ 146 $ 9,481

Non-cash adjustments $ — $ — $ — $ ( 5,767 ) $ — $ — $ ( 5,767 )

Cash payments $ — $ ( 1,348 ) $ ( 120 ) $ — $ — $ ( 126 ) $ ( 1,594 )

Balance at May 31, 2024 $ 568 $ 1,153 $ 373 $ — $ 6 $ 20 $ 2,120

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 unchanged sentences

Other comprehensive income, net of tax 358

Net other comprehensive loss $ ( 6,080 )

Net other comprehensive income $ 358

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

SUBSEQUENT EVENTS

On June 8, 2023, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with Merit Medical Systems, Inc.

pursuant to which Merit acquired the dialysis product portfolio and BioSentry tract sealant system biopsy businesses for $ 100.0 million in cash.

The Company and Merit entered into various agreements to facilitate the transition to Merit, including a Transactions Services Agreement 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.

On June 8, 2023, AngioDynamics used a portion of the consideration received in connection with the Transaction to repay all amounts owed under AngioDynamics’ existing Credit Agreement, dated as of August 30, 2022, with the lenders party 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, 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.

AngioDynamics, Inc.

38 unchanged sentences

10.1.9 AngioDynamics, Inc.

2020 Stock and Incentive Award Plan

2020 Stock and Incentive Award Plan (as amended)

DEF 14A September 28, 2023

68 unchanged sentences

8-K 10.2 February 3, 2021

10.21* Settlement and License Agreement, dated March 31, 2024, by and among Becton, Dickinson and Company, C.R.

Bard, Inc., Bard Peripheral Vascular, Inc.

and AngioDynamics Inc.

14 Code of Ethics.

10-K 14 October 1, 2021

19 Insider Trading Policy

21 Subsidiaries

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Clawback Policy

101.INS XBRL Instance Document

4 unchanged sentences

101.PRE XBRL Presentation Linkbase Documents

*Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANGIODYNAMICS, INC.

August 3, 2023 By:

July 25, 2024 By:

/ S / H OWARD W.

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

August 3, 2023 / S / H OWARD W.

July 25, 2024 / S / H OWARD W.

Chairman of the Board, Director

August 3, 2023 / S / J AMES C.

July 25, 2024 / S / J AMES C.

President, Chief Executive Officer

(Principal Executive Officer)

August 3, 2023 / S / S TEPHEN A.

July 25, 2024 / S / S TEPHEN A.

Executive Vice President, Chief Financial Officer,

(Principal Financial and Accounting Officer)

August 3, 2023 / S / W ESLEY E.

July 25, 2024 / S / W ESLEY E.

J OHNSON , J R .

Johnson, Jr.,

August 3, 2023 / S / D ENNIS S.

August 3, 2023 / S / J AN S.

August 3, 2023 / S / E ILEEN O.

August 3, 2023 / S / K AREN A.

August 3, 2023 / S / M ICHAEL E.

August 3, 2023 / S / LORINDA A.

July 25, 2024 / S / J AN S.

July 25, 2024 / S / E ILEEN O.

July 25, 2024 / S / K AREN A.

July 25, 2024 / S / M ICHAEL E.

July 25, 2024 /S/ LORINDA A.

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