Item 1.01 Entry into a Material Definitive Agreement.

On May 4, 2022, CONMED Corporation, a Delaware corporation ("CONMED"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among CONMED, Odyssey Merger Sub, Inc., a Delaware corporation and newly formed wholly-owned subsidiary of CONMED ("Merger Sub"), In2Bones Global, Inc., a Delaware corporation ("In2Bones"), and Sheryl Moroschak, solely in her capacity as representative of In2Bones' equity holders (the "Holder Representative"). Pursuant to the Merger Agreement, CONMED will acquire In2Bones by way of a merger of Merger Sub with and into In2Bones (the "Merger"), with In2Bones surviving the Merger as a wholly-owned subsidiary of CONMED.

Pursuant to the Merger Agreement, upon consummation of the Merger (the "Closing"), CONMED will pay In2Bones' equity holders an aggregate upfront payment of $145,000,000 in cash, as adjusted and payable pursuant to the Merger Agreement (the "Closing Purchase Price"). The adjustments to the Closing Purchase Price include, among others, (i) an upward adjustment for any cash held by In2Bones at the Closing, (ii) a downward adjustment for In2Bones' outstanding indebtedness, transaction expenses and other related fees and expenses and (iii) an upward or downward adjustment, as applicable, networking adjustment based on a target range. The Merger Agreement also provides for earn-out payments to In2Bones' equity holders in an amount up to $110,000,000 based on the achievement of certain revenue targets for In2Bones products during the sixteen (16) successive quarters commencing on the first day of the first full quarter following the Closing date.

The Merger Agreement contains customary representations, warranties and covenants of CONMED, Merger Sub and In2Bones, as well as the Holder Representative, including an agreement by In2Bones to conduct its business in the ordinary course until the Closing. Pursuant to the Merger Agreement, CONMED and In2Bones' equity holders have also agreed to customary indemnification obligations for damages that result from any breaches of the respective representations, warranties and covenants of CONMED and In2Bones, subject to stated thresholds and limitations specified in the Merger Agreement.

The Merger is subject to customary conditions to Closing, including, among others, (i) the adoption of the Merger Agreement by the requisite holders of In2Bones' shares of common stock and (ii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. Completion of the Merger is expected to occur at the end of the second quarter or early in the third quarter of 2022.

The representations, warranties and covenants contained in the Merger Agreement (i) were made solely for the purposes of the Merger Agreement, (ii) were made solely for the benefit of the parties to the Merger Agreement, (iii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, (iv) have been included in the Merger Agreement as a method of allocating risks and governing the contractual rights and relationships among the parties to the Merger Agreement rather than establishing matters as facts, (v) have been qualified by certain confidential disclosures not reflected in the text of the Merger Agreement, and (vi) may apply standards of materiality and other qualifications, exceptions and limitations that may differ from what may be viewed as material by investors. Accordingly, none of CONMED's stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts, circumstances or conditions of CONMED, Merger Sub, In2Bones, any of CONMED's subsidiaries, any of the parties' respective affiliates or any other person. The Merger Agreement and the summaries thereof are not intended to modify or supplement any factual disclosures about CONMED and should not be relied upon as disclosure about CONMED or its business. The Merger Agreement should not be read alone, but should instead be read in conjunction with other information regarding CONMED that is or will be disclosed in reports that CONMED files from time to time with the Securities and Exchange Commission (the "SEC"). Factual disclosures about CONMED contained in public reports filed with the SEC may supplement, update or modify the factual disclosures contained in the Merger Agreement.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements.

This current report on Form 8-K and the other documents referenced herein may contain certain forward-looking statements (including "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) with respect to the financial condition, results of operations and business of CONMED and certain plans and objectives of CONMED. All statements other than statements of historical or current fact included in this Form 8-K are statements that could be deemed forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans," "expects," "expected," "scheduled," "estimates," "intends," "anticipates" or "believes," or variations of such words and phrases, or can state that certain actions, events, conditions, circumstances or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. These forward-looking statements are based upon the current beliefs and expectations of CONMED, members of its senior management team and its Board of Directors, and are subject to certain assumptions and contingencies that involve risks and uncertainties, including factors outside of CONMED's control. Such risks and uncertainties contained in forward-looking statements can include, without limitation: risks posed to CONMED's business, financial condition, and results of operations by the COVID-19 global pandemic and the various government responses to the pandemic, including deferral of surgeries, reductions in hospital and ambulance surgery center operating volumes and disruption to potential supply chain reliability; the ability of CONMED to advance In2Bones' product lines following the Merger; uncertainties as to the timing for completion of the Merger; the possibility that various conditions to complete the Merger may not be satisfied or waived; transaction costs in connection with the Merger; the potential effects of the Merger on relationships with employees, customers, other business partners or governmental entities; any assumptions underlying any of the foregoing; as well as risk factors discussed in the Company's Annual Report on Form 10-K for the full year ended December 31, 2021 and other risks and uncertainties which may be detailed from time to time in reports filed by CONMED with the SEC. CONMED's shareholders and other investors are cautioned that any such forward-looking statements are not guarantees of future performance and to not place undue reliance on these forward-looking statements, as actual results may differ materially from those currently anticipated. All forward-looking statements are based on information currently available to CONMED, and CONMED undertakes no obligation to update any such forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No. Description of Exhibit

10.1+† Agreement and Plan of Merger, dated as of May 4, 2022, by and among

CONMED Corporation, Odyssey Merger Sub, Inc., In2Bones Global, Inc. and
           Sheryl Moroschak, solely in her capacity as representative of In2Bones'
           equity holders.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).


+ Certain of the exhibits and schedules to this exhibit have been omitted in

accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a

copy of all omitted exhibits and schedules to the SEC upon its request.

† Portions of this exhibit (indicated by bracketed asterisks) are omitted in


  accordance with the rules of the SEC because they are both not material and the
  Company customarily and actually treats such information as private or
  confidential.

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