What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-12 compared with 2023-03-31 · 130 added, 156 removed, 314 unchanged (48% of the section changed)

4 unchanged sentences

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, because of material weakness in the Company’s internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2022.

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.

Management’s Report on Internal Control over Financial Reporting

6 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation and filing of this Annual Report, the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework set forth in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

Notably, the assessment does not include CartiHeal, which was acquired by the Company in 2022 and included in the Company’s 2022 financial statements.

CartiHeal comprised approximately 29.7%, of the Company’s total assets, and 0% of the Company’s total net sales in 2022.

Based on the Company’s evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2022, the Company’s internal controls over financial reporting were not effective due to material weaknesses identified that are not fully remediated as of December 31, 2022.

In connection with the preparation and filing of this Annual Report, the Company’s management, including our President and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework set forth in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the Company’s evaluation, our President and Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2023, the Company’s internal controls over financial reporting were effective.

Material Weaknesses in Internal Control over Financial Reporting

1 unchanged sentence

Changes in Control Environment

The Company did not conduct an effective risk assessment to identify and assess changes in its business processes and internal control environment related to newly acquired companies and multiple information technology (“IT”) system implementations that occurred in 2022.

As previously reported, we identified a material weakness in internal control related to an ineffective risk assessment in 2022 to identify and assess changes in our business processes and internal control environment related to newly acquired companies and multiple information technology (“IT”) system implementations that occurred.

Further, there was a lack of adequate personnel resources in accounting, IT, and other support functions to support simultaneous system implementations and business process integrations for acquired companies, implement appropriate controls for acquired companies and maintain focus on compliance with internal controls for legacy Bioventus processes.

In addition, during 2022, the Company saw an unprecedented level of turnover in roles that drive execution of internal control activities.

This turnover, paired with business changes related to acquisitions, resulted in a disruption to the effective completion of control activities across a number of business processes.

This turnover, paired with business changes, including those related to acquisitions, resulted in a disruption to the effective completion of control activities across a number of business processes.

Further, management identified a gap in control design related to sufficient tracking of control performance to ensure controls operated effectively.

In considering these breakdowns in the control environment, Bioventus has determined the associated COSO principles requiring further control and action by management to be:

In considering these breakdowns in the control environment, Bioventus determined the associated COSO principles requiring further control and action by management were:

(a) Control environment - Establishes structure, authority, and responsibility (COSO Principle 3);

1 unchanged sentence

These control deficiencies when considered in the aggregate create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore, management concluded that the deficiencies represent a material weakness in our internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2022.

These ongoing control deficiencies resulted in certain immaterial restatements of the Company’s financial statements as discussed in our Quarterly Reports on Form 10-Q for the periods ended April 1, 2023, July 1, 2023 and September 30, 2023.

Remediation Measures

(a) We identified staffing gaps based on employee turnover and integration challenges.

Throughout 2022, we hired personnel and temporary resources to backfill positions vacated due to employee turnover and added additional headcount in accounting, finance and IT to expand capacity.

(b) In the fourth quarter of 2022, we engaged third-party consultants to perform an Accounting Transformation & Integration Assessment (“Project Action”).

The Project Action team identified priority initiatives to enhance processes and systems to address inadequate processes, including order to cash, procure to pay and related master data processes.

Further, Project Action benchmarked resources for the accounting function.

(c) As part of Project Action, we intend to develop mid- to long-term plans to further scale accounting, finance and IT for growth and public company requirements and continue to assess the level of resources that we need.

We plan to continue to evaluate retention programs to retain key resources.

(d) We will prioritize key projects and ensure organizational capacity, with only essential IT projects occurring during the year.

(e) We are reinforcing execution rigor and are establishing recurring metrics regarding internal controls in processes, and tracking current performance compared with target performance to provide additional visibility to management and the Audit Committee.

We also plan to further utilize our systems to automate the tracking of internal control completion.

(f) We will implement regular internal control certifications by control owners for all key controls.

(g) We will drive additional accountability for control owners by tying a portion of their performance objectives to successful completion of internal controls.

(h) We will increase training on internal controls, public company requirements and rigor through additional training requirements for new and existing control owners and tracking compliance to those training requirements.

(i) We will update and/or develop standard operating procedures to further document process and control performance for use in day-to-day execution and when training new employees.

(j) Further, we plan to implement a new internal control policy that further defines expectations for internal control performance and communication of changes to financially relevant processes.

This policy will require management and internal audit approval before process changes or system implementations go-live.

During 2023, management implemented our previously disclosed remediation plans including:

(a) Ensuring adequate personnel were in place, taking steps to decrease turnover and driving additional accountability, including:

(i) hiring personnel and temporary resources to backfill positions vacated due to employee turnover and adding additional headcount in accounting, finance and IT to expand capacity;

(ii) making organizational changes to ensure proper governance and oversight;

(iii) implementing certain retention programs to retain key resources;

(iv) driving additional accountability for control owners by tying a portion of their performance objectives to successful completion of internal controls;

(b) Enhancing our risk assessment processes to (i) identify and assess changes for acquired companies and IT systems;

(ii) prioritize key projects to ensure organizational capacity, with only essential IT projects occurring during 2023;

(iii) update our internal control policy that further defines expectations for communication and approval of changes to financially relevant processes and internal controls.

(c) Enhancing tracking of control performance and reinforcing execution rigor by (i) establishing and monitoring monthly internal control metrics compared with target performance;

(ii) establishing required quarterly internal control certifications;

(iii) providing additional visibility of internal control performance to management and the Audit Committee;

(iv) engaging third-party consultants to perform an Accounting Transformation & Integration Assessment (“Project Action”) that enhanced processes and use of existing systems for financially relevant processes which allow for more time for internal control execution;

(vi) meeting weekly with leadership to discuss actions needed to successfully close internal control deficiencies identified;

(v) updating and/or developing standard operating procedures to further document process and control performance for use in day-to-day execution and when training new employees.

During the fourth quarter of 2023, we completed our testing of the operating effectiveness of the implemented and remediated controls and found them to be effective.

As a result, we have concluded the material weakness has been remediated as of December 31, 2023.

Rebates Accrual Material Weakness

8 unchanged sentences

We have designed and implemented new processes and enhanced controls to address the underlying causes of the material weakness related to the rebates accrual, including:

• Reassessing open rebates accruals and changing the estimation method for calculating the rebates accruals, including enhancing the precision of the controls;

• Implementing enhanced controls and status tracking to ensure that rebates invoices from third-party payers are received and reviewed timely;

• Refining the estimation method for calculating the rebates accruals, including enhancing the precision of the controls;

• Implementing enhanced status tracking and introduced new controls to ensure that rebates invoices from third-party payers are received and reviewed timely;

• Increasing rigor of documenting key conversations with payers.

The Company is in the process of implementing enhanced procedures to ensure the completeness and accuracy of key reports and information used in the rebates accrual and further enhancing the precision of supporting documentation for control performance.

We believe the actions described with respect to our control environment and rebates accrual processes will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting.

However, the new and enhanced controls have not all been fully implemented and/or have not operated for a sufficient amount of time to conclude that our material weaknesses have been fully remediated.

We will continue to implement and monitor the effectiveness of our controls and will make any further changes management determines appropriate.

Notwithstanding the identified material weaknesses above, the Chief Executive Officer and Chief Financial Officer believe that the financial statements and related financial information included in this Annual Report fairly present, in all material respects, our balance sheets, statements of operations and comprehensive (loss) income, statement of changes in stockholders’ and members’ equity and statements of cash flows as of and for the periods presented.

The Company implemented and enhanced the precision of procedures to ensure the completeness and accuracy of key reports and information used in the rebates accrual and further enhanced supporting documentation for control performance.

During the fourth quarter of 2023, we completed our testing of the operating effectiveness of the enhanced controls and found them to be effective.

As a result, we have concluded the material weakness has been remediated as of December 31, 2023.

We believe the implementations and continued operation of the actions described above with respect to our control environment and rebates accrual processes are sufficient to remediate our previously identified material weaknesses and strengthen our internal control over financial reporting.

When considered in the aggregate, the previously identified material weaknesses no longer create a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Therefore, management concluded that the deficiencies no longer represent a material weakness in our internal control over financial reporting, and that disclosure controls and procedures were effective, at the reasonable assurance level, as of December 31, 2023.

The President and Chief Executive Officer and Chief Financial Officer believe that the financial statements and related financial information included in this Annual Report on Form 10-K fairly present, in all material respects, our balance sheets, statements of operations and comprehensive (loss) income, statement of changes in stockholders’ equity and statements of cash flows as of and for the periods presented.

Changes in Internal Control over Financial Reporting

3 unchanged sentences

Other Information.

On March 31, 2023 (the “Closing Date”), Bioventus LLC, a Delaware limited liability company and subsidiary of Bioventus Inc.

(“Bioventus LLC” or the “Company”) and certain of its subsidiaries entered into an Amendment No.

4 to the Credit and Guaranty Agreement (the “Fourth Amendment”) with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders and other financial institutions party thereto, which amended the Credit and Guaranty Agreement, dated as of December 6, 2019 (the “2019 Credit Agreement,” and, as amended by that certain Amendment No.

1 to Credit and Guaranty Agreement, dated as of August 29, 2021, by the Second Amendment to Credit and Guaranty Agreement, dated as of October 29, 2021, by the Third Amendment to Credit and Guaranty Agreement, dated as of July 11, 2022, and by the Fourth Amendment, the “Amended 2019 Credit Agreement”).

With respect to each of the term loans and the revolving facility of Bioventus LLC outstanding under the Amended 2019 Credit Agreement as of the Closing Date, Bioventus LLC may elect either SOFR or Base Rate interest rate options for the entire amount or certain portions of the loans and have interest rates equal to a formula driven base interest rate plus a margin, tied to a leverage ratio.

The leverage ratio is the ratio of debt to Consolidated Adjusted EBITDA as defined in the Amended 2019 Credit Agreement for four consecutive quarters at the end of each period.

Pursuant to the Fourth Amendment, the margin at each applicable leverage ratio will be increased by 1.00% per annum.

Each of the term loans outstanding under the Amended 2019 Credit Agreement will mature on October 29, 2026.

The revolving facility outstanding under the Amended 2019 Credit Agreement will mature on October 29, 2025.

The Amended 2019 Credit Agreement contains customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries.

Financial covenant requirements include (i) a maximum debt leverage ratio of not greater than 6.84 to 1.00 for the testing period ending March 31, 2023, 6.50 to 1.00 for the testing period ending June 30, 2023, 7.26 to 1.00 for the testing period ending September 30, 2023, 5.64 for the testing period ending December 31, 2023, 5.65 to 1.00 for the testing period ending March 31, 2024, 4.25 for the testing period ending June 30, 2024, 4.25 to 1.00 for the testing period ending September 30, 2024, and 4.00 to 1.00 for the testing period ending December 31, 2024 and each testing period thereafter, and, beginning with the testing period ending December 31, 2024, to be subject to a temporary increase to 4.50 to 1.00 upon certain events, and (ii) an interest coverage ratio not less than 2.25 to 1.00 for the testing period ending March 31, 2023, 2.21 to 1.00 for the testing period ending June 30, 2023, 1.70 to 1.00 for the testing period ending September 30, 2023, 1.98 to 1.00 for the testing period ending December 31, 2023, 2.25 to 1.00 for the testing period ending March 31, 2024, 2.25 to 1.00 for the testing period ending June 30, 2024, 2.25 to 1.00 for the testing period ending September 30, 2024 and 3.00 to 1.00 for the testing period ending December 31, 2024 and each testing period thereafter.

In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to the delivery of financial statements of the Company for the fiscal quarter ending June 30, 2024, the Company will be subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than $10,000,00 as of the end of each calendar month during such period.

The foregoing summary is qualified in its entirety by reference to the Fourth Amendment, which is attached hereto as an Exhibit 10.8(d).

The Fourth Amendment and the Amended 2019 Credit Agreement are not intended to be a source of factual, business or operational information about the Company or its subsidiaries.

The representations, warranties and covenants contained in the Fourth Amendment and the Amended 2019 Credit Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts;

and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders.

Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.

Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Fourth Amendment, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

During the quarter ended December 31, 2023, none of our directors or officers (as defined in rule 16a-1(f) under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

The following table sets forth the name, age and position(s) of each of our directors and executive officers as of March 16, 2023:

Executive Officers

Reali 57 Chief Executive Officer and Director

Singleton 54 Senior Vice President and Chief Financial Officer

Anthony D’Adamio 62 Senior Vice President and General Counsel

Katrina Church 61 Senior Vice President and Chief Compliance Officer

Non-Employee Directors

69 Director, Chairperson

The following table sets forth information regarding our directors as of March 1, 2024:

Claypoole 52 President, Chief Executive Officer and Director

Hawkins 70 Director, Chairperson

Bartholdson 53 Director

Mary Kay Ladone (1)(2)

Michelle McMurry-Heath (3)(4)

Stalnecker (1)(4)(5)

(1) Member of the audit and risk committee

(2) Member of the compensation committee

(3) Member of the nominating and corporate governance committee

(4) Member of the compliance, ethics and culture committee

(5) Chair of audit and risk committee

Reali has served as our Chief Executive Officer since April 2020 and as a member of our board of directors (“Board”) since September 2020.

Reali previously served as President and Chief Executive Officer of Clinical Innovations, LLC, a medical device company focused on advancing woman’s healthcare, from June 2015 until its successful sale on February 12, 2020.

In this role, Mr.

Reali led the company through two successful acquisitions by a private equity firm in October 2017 and later to a leading diagnostic and therapeutic medical technology company in February 2020.

Prior to joining Clinical Innovations, LLC, Mr.

Reali also served as the President and CEO of Baxano Surgical, Inc., a medical device company, from January 2010 until February 2015, leading its turn-around out of bankruptcy.

Reali also held positions of increasing responsibility at several medical device companies, including Biomet, Inc.

(now known as Zimmer Biomet) and Stryker Corporation.

Reali also served as Senior Vice President and General Manager within the Biologics and Clinical Therapies business of Smith & Nephew plc from May 2005 to January 2010, a division which was later spun out to become Bioventus LLC (“BV LLC”).

Reali served as a member of the board of managers of BV LLC from April 2020 until the time of our IPO.

Reali also currently serves as a member of the board of directors of the Advanced Medical Technology Association, or AdvaMed, an American medical device trade association, and DYSIS Medical Ltd., a privately held medical device company focused on the noninvasive, in-vivo detection of cancerous and pre-cancerous lesions.

Reali also serves on the ethics and health care compliance committee of AdvaMed.

Reali also served from 2015 to December 2021 as a member of the board of directors of Ossio, Ltd.

an orthopedic device company, where he was a member of the compensation committee.

Reali holds a Bachelor of Science in Business Administration from Valparaiso University.

We believe Mr.

Reali is qualified to serve on our Board because of his vast skills and experience in the medical device industry, his role as our Chief Executive Officer and his extensive knowledge of the Company.

Mark Singleton has served as our Senior Vice President and Chief Financial Officer since effective March 2022.

Singleton previously served as Vice President of Finance, Americas Strategic Business Units at Teleflex Inc.

(“Teleflex”), a provider of specialty medical devices, from February 2021 to March 2022 and prior to that, served as Teleflex’s Vice President of Finance, Vascular Strategic Business Unit from 2014 to 2020.

Prior to Teleflex, Mr.

Singleton held multiple leadership roles at Lenovo Group Limited, a multinational technology company, including as Executive Director, Think Business Group Chief Financial Officer (2013-2014), Executive Director, Western Europe Chief Financial Officer (2011-2012), Executive Director, North America Chief Financial Officer (2007-2011) and Director, U.S.

Finance Manager (2005-2007).

Singleton received his Bachelor of Science from Purdue University and his Master of Business Administration from Duke University, Fuqua School of Business.

Anthony D’Adamio has served as our Senior Vice President and General Counsel since August 2017.

Previously, Mr.

D’Adamio was General Counsel and Secretary at Siemens Healthcare (now known as Siemens Healthineers AG) from January 2010 to August 2017 and served as Deputy General Counsel and Secretary of Siemens Healthcare Diagnostics from January 2007 to January 2010.

Prior to that, Mr.

D’Adamio was Senior Counsel within the Diagnostics Division of Bayer Healthcare LLC (now known as Siemens Healthcare Diagnostics) from January 2001 to December 2006.

D’Adamio began his legal career at the law firm of Bond, Schoeneck & King before taking corporate legal positions with companies within the health insurance, pharmaceutical and biotechnology industries, including Group Health Incorporated, Quest Diagnostics and Covance Inc.

D’Adamio holds a Juris Doctor, cum laude, from Howard University School of Law and a Bachelor of Arts from the State University of New York at Binghamton.

Katrina Church has served as our Chief Compliance Officer since August 2020.

Prior to joining us, Ms.

Church served in corporate counsel and compliance roles within the Merz Group of companies, most recently as Global Compliance Officer for Merz Pharma GmbH & Co KGaA, a privately-held pharmaceutical company, from March 2015 to August 2020.

From June 1998 to December 2008, Ms.

Church was Executive Vice President and General Counsel of Connetics Corporation, a specialty pharmaceutical company that was acquired by Stiefel Laboratories, Inc.

Church began her career as an attorney at Hopkins & Carley, a San Jose-based law firm.

Church was nominated for several industry awards for compliance training and received the 2020 Women in Compliance Award for “Most Impactful Compliance Training Programme of the Year” and the Brandon Hall 2020 Gold Medal for Excellence in Training.

Church holds a Juris Doctor from New York University School of Law and a Bachelor of Arts in Comparative Literature, magna cum laude, from Duke University.

Beyer 58 Director

Cowdy 56 Director

Mary Kay Ladone 57 Director

Michelle McMurry-Heath 54 Director

Neels 75 Director

Nohra 63 Director

Sutter 68 Director

Stalnecker 71 Director

Robert Claypoole joined Bioventus as our President, Chief Executive Officer and a director in January 2024.

Please see Mr.

Claypoole’s biography set forth in Part I, Item 1.

Business—Information about our Executive Officers of this Annual Report .

Hawkins has served as a member of our Board since September 2020 and as Chairperson of our Board since September 2020.

9 unchanged sentences

and MiMedx Group Inc., each a public biopharmaceutical company;

and Baebies, Inc., Cirtec Medical Corp., Immucor, Inc., Enterra Medical and Virtue Labs, LLC, each a privately-held life science company.

and Baebies, Inc., Cirtec Medical Corp., Enterra Medical and Virtue Labs, LLC, each a privately-held life science company.

Hawkins serves on the compensation committee of Biogen and chairs the ethics and compliance committee of MiMedx.

Hawkins previously served on the Board of Directors of Avanos Medical, Inc.

from 2015 to April 2021.

Hawkins was elected to the Duke University Board of Trustees in 2011 and currently serves as its Vice Chairman.

Hawkins is also Chair of the Duke University Health System board of director and a member of the board of directors of the North Carolina Biotechnology Center and the Focused Ultrasound Foundation Society.

from 2015 to April 2021 and Immunor, Inc.

from 2015 to 2023.

Hawkins served on the Duke University Board of Trustees from 2011 to 2023, where he held the position of Vice Chair, and was recently appointed Duke University Trustee Emeritus.

Hawkins also previously served as the Chair of the Duke University Health System board of directors.

He is currently a member of the board of directors of the North Carolina Biotechnology Center and the Focused Ultrasound Foundation Society.

Hawkins holds a Master of Business Administration from the University of Virginia Darden School of Business and received a Bachelor of Science in electrical and biomedical engineering from Duke University.

Hawkins was selected to serve on our Board because of his experience in and knowledge of the life science industry.

Bartholdson was appointed as a member of our Board in January 2023 and his appointment became effective January 8, 2023.

Bartholdson is the co-founder and has been a Partner of Juniper Investment Company, a private investment management firm that invests in publicly traded and private companies through concentrated ownership positions since its inception in 2007.

Bartholdson has 25 years of experience leading and overseeing private and public equity investments.

His experience includes extensive management oversight, service on multiple public and private company boards, and deep transactional expertise.

Bartholdson presently serves as the Chairman of the board of directors of Theragenics Corporation, a medical device company serving the surgical products and prostate cancer treatment markets.

From 2019, he has been a member of the board of directors of Lincoln Educational Services Corporation, a public company and a leading provider of career education and training services, and presently serves on its Compensation, Audit and Nominating and Corporate Governance Committees.

Previously, he served as a member of the board of directors of Obagi Medical Products, Inc., a public specialty pharmaceutical company, until its acquisition by Valeant Pharmaceuticals in 2013.

In addition, Mr.

Bartholdson has previously served on the board of directors of numerous private companies.

Bartholdson was a Partner of Stonington Partners, where he worked from 1997 to 2011.

Prior to that, he was an analyst at Merrill Lynch Capital Partners from 1992 to 1994.

Bartholdson received his Bachelor of Arts from Duke University and his Master of Business Administration from Stanford Graduate School of Business.

Bartholdson was selected to serve on our board because of his significant governance, finance, and transactional experience on multiple public and private company boards.

Beyer has served as a member of our Board since October 2021.

95 unchanged sentences

Stalnecker also currently serves on the board of directors of Leidos Holding, Inc.

and Optimum Funds McQuairie, and serves on the Board of Trustees of the Duke Health System.

She also serves on the audit & finance committee of Leidos Inc., the audit committee of Optimum Funds McQuairie and the compliance, audit & finance committees of the Duke Health System.

and Optimum Funds McQuairie.

She also serves on the audit & finance committee of Leidos Inc.

and the audit committee of Optimum Funds McQuairie.

From 2009 to 2023, Ms.

Stalnecker served on the Board of Trustees of the Duke Health System, where she was a member of the compliance, audit and finance committees.

Stalnecker holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and received her Bachelor of Arts from Duke University.

Stalnecker was selected to serve on our Board because of her extensive experience as a financial expert, her investment experience, and her service as a director of other public companies.

Bartholdson was appointed as a member of our Board in January 2023 and his appointment became effective January 8, 2023.

Bartholdson has 25 years of experience leading and overseeing private and public equity investments.

His experience includes extensive management oversight, service on multiple public and private company boards, and deep transactional expertise.

Bartholdson presently serves as the Chairman of the board of directors of Theragenics Corporation, a medical device company serving the surgical products and prostate cancer treatment markets.

Previously, he served as a member of the board of directors of Obagi Medical Products, Inc., a public specialty pharmaceutical company, until its acquisition by Valeant Pharmaceuticals in 2013.

In addition, Mr.

Bartholdson has previously served on the board of directors of numerous private companies.

Bartholdson was a Partner of Stonington Partners, where he worked from 1997 to 2011.

Prior to that, he was an analyst at Merrill Lynch Capital Partners from 1992 to 1994.

Bartholdson received his Bachelor of Arts from Duke University and his Master of Business Administration from Stanford Graduate School of Business.

Bartholdson was selected to serve on our board because of his significant governance, finance, and transactional experience on multiple public and private company boards.

Additional information required by this Item concerning our directors is incorporated by reference from the sections captioned “Election of Directors,” “Corporate Governance” and “Committees of the Board” contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

The information required by this Item concerning our Audit and Risk Committee is incorporated by reference from the section captioned “Committees of the Board-Audit and Risk Committee” contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Code of compliance and ethics

We have a written code of compliance and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

We have adopted a written code of compliance and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A current copy of the code is posted on our website, www.bioventus.com .

In addition, we intend to post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code.

The information on our website is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.

The remaining information required by this item is incorporated by reference to our definitive proxy statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

The information required by this Item concerning our executive officers is set forth at the end of Part I of this Annual Report.

The information required by this Item, if any, concerning compliance with Section 16(a) of the Exchange Act will be incorporated by reference from the section captioned “Delinquent Section 16(a) Reports” contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Executive Compensation.

The information required by this item is incorporated by reference to the information under the section captioned “Executive and Director Compensation” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

The information required by this Item is incorporated by reference from the section captioned “Executive and Director Compensation” contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to the information under the section captioned “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

The information required by this Item is incorporated by reference from the section captioned “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated by reference to the information under the section captioned “Certain Relationships and Related Party Transactions” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

The information required by this Item is incorporated by reference from the section captioned “Certain Relationships and Related Party Transactions” contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Principal Accounting Fees and Services.

The information required by this item is incorporated by reference to the information under the section captioned “Report of the Audit and Risk Committee of the Board of Directors” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

The information required by this Item is incorporated by reference from the section captioned “Report of the Audit and Risk Committee of the Board of Directors” contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Exhibits and Financial Statement Schedules.

6 unchanged sentences

Exhibit Filing Date Filed / Furnished Herewith

2.1 Agreement and Plan of Merger, dated July 29, 2021, by and among Bioventus Inc., Oyster Merger Sub I, Inc., Oyster Merger Sub II, LLC and Misonix, Inc.

8-K 001-37844 2.1 7/29/2021

2.1 Agreement and Plan of Merger, dated as of March 30, 2021, by and among Bioventus LLC, Bioness Inc., Perseus Intermediate, Inc., Perseus Merger Sub, Inc., Alfred E.

1 unchanged sentence

8-K 001-37844 10.1 3/31/2021

2.2 Agreement and Plan of Merger, dated July 29, 2021, by and among Bioventus Inc., Oyster Merger Sub I, Inc., Oyster Merger Sub II, LLC and Misonix, Inc.

8-K 001-37844 2.1 7/29/2021

2.3 Asset Purchase Agreement, dated a s of May 10, 2023, by and among Misonix, LLC, Solsys Medical, LLC, Bioventus LLC and LifeNet Health.

8-K 001-37844 2.1 5/16/2023

3.1 Amended and Restated Certificate of Incorporation of Bioventus Inc.

19 unchanged sentences

S-1 333-252238 10.6 1/20/2021

10.7† Exclusive License, Supply and Distribution Agreement, dated as of February 9, 2016, by and between IBSA Institut Biochimique SA (Switzerland) and Bioventus LLC.

S-1 333-252238 10.7 1/20/2021

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

10.7† Exclusive License, Supply and Distribution Agreement, dated as of February 9, 2016, by and between IBSA Institut Biochimique SA (Switzerland) and Bioventus LLC.

S-1 333-252238 10.7 1/20/2021

10.7(a)† Amendment No.

17 unchanged sentences

4 to Credit and Guaranty Agreement between Bioventus LLC, Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent, dated March 31, 2023.

10-K 001-37844 10.8(d) 3/31/2023

10.8(e) Amendment No.

5 to Credit and Guaranty Agreement between Bioventus LLC, Guarantor Subsidiaries party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders and other financial institutions party thereto, dated January 18, 2024.

8-K 001-37844 10.1 1/19/2024

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

Director Offer Letter, dated as of December 11, 2015, by and between Bioventus LLC and William A.

S-1 333-252238 10.33 1/20/2021

10.10^ Retention Letter, dated as of April 13, 2020, by and between Bioventus LLC and John E.

S-1 333-252238 10.35 1/20/2021

Director Offer Letter, dated as of October 3, 2018, by and between Bioventus LLC and Susan M.

2 unchanged sentences

S-1 333-252238 10.42 1/20/2021

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

Option Letter, dated as of July 30, 2020, by and between Bioventus LLC and Kenneth M.

20 unchanged sentences

10.52 2/10/2021

10.20^ Employment Agreement, dated as of February 9 , 2021, by and among Bioventus Inc., Bioventus LLC and Gregory O.

S-1/A 333-252238

10.53 2/10/2021

10.21^ Employment Agreement, dated as of February 9, 2021, by and among Bioventus Inc., Bioventus LLC and John E.

S-1/A 333-252238

10.54 2/10/2021

Employment Agreement, dated as of February 9, 2021, by and among Bioventus Inc., Bioventus LLC and Anthony D’Adamio .

1 unchanged sentence

10.55 2/10/2021

10.23^ Employment Agreement, dated as of February 9, 2021, by and among Bioventus Inc., Bioventus LLC and Alessandra Pavesio .

S-1/A 333-252238

10.56 2/10/2021

Form of Indemnification Agreement .

18 unchanged sentences

Exhibit Filing Date Filed / Furnished Herewith

Settlement Agreement by and among CartiHeal (2009) Ltd., Bioventus LLC, Elron Ventures Ltd., and certain other parties detailed therein, dated February 27, 2023 .

10-Q 001-37844 10.3 5/16/2023

10.27† Amended and Restated Exclusive Distribution Agreement No.

1 unchanged sentence

S-1 333-252238 10.9 1/20/2021

Consulting Agreement between Alessandra Pavesio and Bioventus LLC, dated as of January 1, 2023.

10-Q 001-37844 10.1 5/16/2023

Separation Agreement and Release between Kenneth Reali and Bioventus Inc., dated April 4, 2023.

8-K 001-37844 10.1 4/5/2023

Employment Agreement between Anthony P.

Bihl III and Bioventus Inc., dated as of April 5, 2023.

8-K/A 001-37844 10.1 4/11/2023

Bioventus Inc.

2023 Retention Equity Award Plan .

8-K 001-37844 10.1 6/9/2023

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement.

8-K 001-37844 10.2 6/9/2023

Employment Agreement, between Robert E.

Claypoole and Bioventus Inc.

, dated as of December 19, 2023.

8-K 001-37844 10.1 12/21/2023

Form of Bioventus Inc.

Inducement Award - Restricted Stock Unit Agreement.

8-K 001-37844 10.2 12/21/2023

Form of Bioventus Inc.

Inducement Award - Option Agreement.

8-K 001-37844 10.3 12/21/2023

21.1 Listing of Subsidiaries

Consent of Grant Thornton LLP (Bioventus Inc.) .

Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended .

Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended .

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Certification of President and Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended .

Certification of President and Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended .

Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

97.1 Bioventus Inc.

Compensation Recovery Policy, dated September 7, 2023.

List of patents and pending patent applications directed to Bioventus Inc.’s material products .

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ***

16 unchanged sentences

BIOVENTUS INC.

/s/ Kenneth M.

Chief Executive Officer and Director (Principal Executive Officer)

/s/ Robert E.

President, Chief Executive Officer and Director (Principal Executive Officer)

March 12, 2024

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

/s/ Kenneth M.

Reali March 31, 2023 Chief Executive Officer and Director

/s/ Robert E.

Claypoole March 12, 2024 President, Chief Executive Officer and Director

(Principal Executive Officer)

18 unchanged sentences

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