Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
A) Recent Sales of Unregistered Securities
None.
B) Use of Proceeds from our Initial Public Offering of Common Stock
On March 5, 2026, our registration statement on Form S‑1 (File No. 333-292284) filed with the SEC relating to our IPO was declared effective by the SEC. The offering of 28,000,000 shares of our common stock at an initial public offering price of $20.00 per share commenced on March 5, 2026 and on March 9, 2026 we completed our IPO. Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC acted as the active bookrunners for the offering. Barclays Capital Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, Wells Fargo Securities, LLC, Evercore Group L.L.C. and Piper Sandler & Co. also acted as joint book running managers and BTIG, LLC and William Blair & Company, L.L.C. acted as co-managers. Following the sale of all 28,000,000 shares upon the closing of the IPO and the expiration of the over-allotment option with respect to up to an additional 4,200,000 shares, the offering terminated.
The aggregate offering price of the common stock registered and sold under the registration statement was approximately $560 million. Net proceeds were approximately $538 million, after deducting underwriting discounts and commissions of approximately $22 million. We (i) retained $309 million of the net proceeds from the IPO such that, as of March 9, 2026, we had approximately $350 million of cash on hand, and (ii) used the excess of the net proceeds from the IPO over $309 million to repay (or cause one or more of the our subsidiaries to repay) intercompany debt owed to Medtronic under a note. As a result of the IPO, Medtronic currently owns approximately 90.03% of the outstanding shares of our common stock.
There has been no material change in the planned use of the net proceeds from the offering as described in the section titled “Use of Proceeds” in the IPO Prospectus.
C) Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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