Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On February 14, 2023, we completed the acquisition of all of the outstanding shares of Embody, Inc. ("Embody"), a medical device company focused on soft tissue healing, that expanded our product portfolio for the sports medicine market. The initial consideration paid to the former Embody shareholders in the acquisition consisted of the issuance of 1.1 million shares of our common stock valued at $135.0 million (the "Embody Shares") and $19.5 million of cash for a total value of $154.5 million. The Embody Shares were issued to those former Embody shareholders whom we reasonably believed to be accredited investors in a private transaction exempt from registration under Section 4(a)(2) and Regulation D under the Securities Act. The Embody acquisition includes additional consideration of up to $120.0 million in fair value of our common stock and cash that is subject to achieving future regulatory and commercial milestones based on sales growth over a three-year period. To minimize the dilution from the issuance of the Embody Shares, we repurchased the shares of our common stock in the three-month period ended March 31, 2023 set forth below.
Issuer Purchases of Equity Securities
The following table summarizes repurchases of common stock settled during the three-month period ended March 31, 2023:
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as a Part of Publicly Announced Program (1)
Maximum Approximate Dollar Value of Shares that may yet be
Purchased Under the Program (1)
January 2023
-
$
-
-
$
850,000,131
February 2023
224,921
125.20
224,921
821,839,555
March 2023
1,692,343
127.54
1,692,343
606,000,243
Total
1,917,264
$
127.26
1,917,264
$
606,000,243
(1) In February 2016, our Board of Directors authorized a $1.0 billion share repurchase program effective March 1, 2016, with no expiration date.
Item 3. Defaults Upo n Senior Securities
None
Item 4. Mine Saf ety Disclosures
Not applicable
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.