Unregistered Sales of Equity Securities and Use of Proceeds
+Added: Recent Sales of Unregistered Securities
+Added: On January 6, 2022, as part of the consideration for the acquisition of Smiths Medical, we issued 2.5 million unregistered shares of our common stock to Smiths Group International Holdings Limited.
+Added: The issuance of these shares to Smiths Medical in accordance with the terms and subject to the conditions set forth in a shareholders agreement was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering.
Purchase of Equity Securities
−Removed: The following is a summary of our stock repurchasing activity during the third quarter of 2021:
+Added: The following is a summary of our stock repurchasing activity during the first quarter of 2022:
Period Total number of shares
8 unchanged sentences
03/01/2022 — 03/31/2022 — $ — — $ 100,000,000
−Removed: Third quarter of 2021 total — $ — — $ 100,000,000
+Added: First quarter of 2022 total — $ — — $ 100,000,000
____________________________
8 unchanged sentences
Bonnell Date:
−Removed: November 5, 2021
Chief Financial Officer
1 unchanged sentence
Exhibit Index
−Removed: Share Sale and Purchase Agreement, dated September 8, 2021, by and between Smiths Group International Holdings Limited, a private limited company incorporated in England & Wales, and ICU Medical, Inc., a Delaware corporation.
−Removed: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021 and incorporated herein by reference.
−Removed: Put Option Deed from ICU Medical, Inc., a Delaware corporation to Smiths Group International Holdings Limited, a private limited company incorporated in England & Wales.
−Removed: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021 and incorporated herein by reference.
−Removed: Debt Commitment Letter, dated as of September 7, 2021, by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Bank PLC and ICU Medical, Inc.
−Removed: a Delaware corporation.
−Removed: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021 and incorporated herein by reference.
+Added: Amended and Restated Executive Employment Agreement, dated as of April 15, 2022, by and between ICU Medical, Inc.
+Added: and Vivek Jain.
+Added: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed April 20, 2022, and incorporated herein by reference.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
9 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.