Item 8.01 - Other Events.

On August 3, 2021, LivaNova PLC (together with its consolidated subsidiaries, the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, Barclays Capital Inc. and UBS Securities LLC as representatives of the several underwriters listed on Schedule I thereto (the "Underwriters"), relating to the Company's underwritten offering of 3,636,364 ordinary shares, par value £1.00 per share ("Ordinary Shares"). The Company also granted the underwriters a 30-day option to acquire up to 545,454 additional Ordinary Shares on the same terms as the initial shares. The Underwriting Agreement is filed herewith as Exhibit 1.1.

The offering of the Ordinary Shares was made pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on Form S-3 (File No. 333-258359). The underwriters exercised their option to acquire additional Ordinary Shares in full, and on August 6, 2021, the Company closed the offering of the ordinary shares. 4,181,818 Ordinary Shares were issued and delivered at closing. The net proceeds of the offering were approximately $322.4 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the validity of the ordinary shares offered and sold pursuant to the Underwriting Agreement is filed herewith as Exhibit 5.1.

A copy of the press release announcing the pricing of the offering is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.





Exhibit No.   Description
  1.1           Underwriting Agreement, dated August 3, 2021, by and between
              LivaNova PLC and Goldman Sachs & Co. LLC, Barclays Capital Inc. and
              UBS Securities LLC as representatives of the underwriters listed on
              Schedule I thereto.
  5.1           Opinion of Cleary Gottlieb Steen & Hamilton LLP.
  23.1          Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
              5.1).
  99.1          Press Release, dated August 3, 2021.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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