AVNS — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-05

• On April 13, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Upon the terms and co…

• At the effective time of the Merger, each issued and outstanding share of our common stock (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be cancelled and converted into the right to receive $25.00 per share in cash, without interest.…

• A copy of the Merger Agreement is attached as Exhibit 2.1 to our Current Report on Form 8-K dated April 14, 2026. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

• See Note 14, “Subsequent Event” in Item 1 of this Form 10-Q for further details regarding the pending Merger.

• During 2024, following the sale of our Respiratory Health business to SunMed Group Holdings in October 2023 (the “RH Divestiture”), we initiated restructuring activities aimed at aligning our organizational structure, our manufacturing and distribution activities, and our operational footprint with …

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• In the second quarter of 2025, our market capitalization decreased to the extent that we determined that it was more likely than not that the fair value of one of our two reporting units was below its carrying value. Accordingly, we completed an interim goodwill impairment test as of June 30, 2025, …

• In January 2023, we initiated a three-year restructuring initiative pursuant to which we have: (i) combined our Chronic Care and Pain Management franchises into a single commercial organization focused on the Specialty Nutrition Systems (“SNS”) and Pain Management & Recovery product categories; (ii)…

• The initial restructuring activities associated with the Transformation Process were substantially complete at the end of 2024. The accompanying condensed consolidated income statements for the three and nine months ended September 30, 2024 include costs of $0.7 million and $5.2 million, respectivel…

• During 2024, following the RH Divestiture described below in “Discontinued Operations,” we initiated the final phase of the Transformation Process, which is aimed at aligning our organizational structure, our manufacturing and distribution activities,

• and our operational footprint with our remaining business (the “Plan”). In the first six months of 2025, the Plan was expanded to accommodate additional manufacturing and operational initiatives. We expect the Plan, as previously defined, will be substantially complete by the end of 2025. In the thr…

Text added vs the prior filing · source: 10-Q · 2026-05-05

• In addition to the risk factors set forth below and the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, which could mat…

• We are subject to a number of risks and uncertainties as a result of the Merger, including the following:

• •The Merger may not be completed on the anticipated terms or timeline, or at all. The completion of the proposed Merger is subject to the satisfaction or waiver of a number of conditions, many of which are beyond our control, including receipt of required regulatory approvals; approval of the Merger…

• •The pendency of the Merger could adversely affect our business and operations. Uncertainty about the effect of the Merger on employees, customers, suppliers and other stakeholders may have an adverse effect on our business. For example, current and prospective employees may experience uncertainty a…

• •The Merger Agreement contains provisions that limit our ability to pursue alternatives. Under the Merger Agreement, the Company is bound by a “no-shop” provision that restricts our ability to solicit, initiate or knowingly take any action to facilitate or encourage any competing acquisition proposa…

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• There have been no changes to the risk factors described in Part I, Item 1A, “Risk Factors,” of the Form 10-K, except as follows:

• The recent imposition of new tariffs by the United States, along with retaliatory tariffs and other trade restrictions imposed by other countries, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

• Most of our manufacturing facilities are located in Mexico. In addition, we have a manufacturing facility located in Canada and use contract manufacturers outside the United States. Further, we source many of our raw materials and components from foreign suppliers, including suppliers in China and M…

• We are subject to tariffs and taxes in the United States and numerous foreign jurisdictions. Since February 2025, the United States has imposed a number of new tariffs on goods originating from many countries in the world. Additional tariffs have been threatened by the U.S. administration. As of the…

• The U.S. administration has also expressed antipathy towards certain existing international trade agreements and organizations, including the United States-Mexico-Canada Agreement (the “USMCA”) and the United States’ membership in the World Trade Organization (the “WTO”). An amendment to or the Unit…