{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-26-032097","form_type":"8-K","ticker":"AORT","cik":"0000784199","company_name":"ARTIVION, INC.","filed_at":"2026-05-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:33.722004+00:00","generated_at":"2026-05-14T22:19:25.967053+00:00","sec_items":["1.01","2.02","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Artivion Q1 rev $116M, net income $1.4M; lowers FY outlook; exercises Endospan option for ~$135M net","bullets":["Q1 revenue $116.3M (+18% GAAP, +12% constant currency YoY); net income $1.4M ($0.03 diluted EPS) vs net loss $0.5M in Q1 2025.","Adjusted EBITDA $22.1M (+26% YoY); non-GAAP net income $4.2M ($0.08 diluted EPS) vs $2.5M ($0.06) in prior year.","Full-year 2026 revenue guidance lowered to $480-496M (prev $486-504M); adjusted EBITDA guidance lowered to $100-107M (prev $105-110M).","Exercised option to acquire Endospan; base price $175M, net ~$135M after offsetting loans; contingent consideration up to $200M; closing expected Q2 2026.","FDA approved NEXUS Aortic Arch System on April 2, 2026, triggering option exercise; commercial launch planned Jan 1, 2027."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032097","json":"https://secwatch.observer/filing/0001628280-26-032097.json","markdown":"https://secwatch.observer/filing/0001628280-26-032097.md","text":"https://secwatch.observer/filing/0001628280-26-032097.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/aort-20260507.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T22:19:25.967053+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0d3716b56472032ea615d883bc4a202806f2cf9d","claim":"ARTIVION, INC. reported first quarter ended March 31, 2026 results: revenue $116.3 million, net income $1.4 million, EPS $0.03 per fully diluted share. Guidance lowered.","evidence_excerpt":"Total revenues for the first quarter of 2026 were $116.3 million, an increase of 18% on a GAAP basis and 12% on a non-GAAP constant currency basis, both compared to the first quarter of 2025. Net income for the first quarter of 2026 was $1.4 million, or $0.03 per fully diluted common share, compared to net loss of $(0.5) million, or $(0.01) per fully diluted common share for the first quarter of 2025.","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","confidence":0.95},{"claim_id":"a4357bd0d17726407bc4c20ebf0a8951144edd62","claim":"ARTIVION, INC. entered into Securities Purchase Option Agreement with Endospan Ltd., the securityholders of Endospan listed on Schedule 1, and Shareholder Representative Services LLC valued at base purchase price of $175.0 million (effective 2019-09-11).","evidence_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001654954-26-004629","ticker":"TOMZ","company_name":"TOMI Environmental Solutions, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"TOMI reports Q1 revenue $1.65M, net loss $0.04/sh, and LOI to merge with Carbonium Core ($120M EV)","event_type":"m_and_a","sec_items":["2.02","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: earnings_release","same SEC item: 2.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001654954-26-004629","json":"https://secwatch.observer/filing/0001654954-26-004629.json","markdown":"https://secwatch.observer/filing/0001654954-26-004629.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/314227/000165495426004629/0001654954-26-004629-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/314227/000165495426004629/tomz_8k.htm"},"side_by_side_evidence":{"fact_type":"earnings_release","source_excerpt":"Total revenues for the first quarter of 2026 were $116.3 million, an increase of 18% on a GAAP basis and 12% on a non-GAAP constant currency basis, both compared to the first quarter of 2025. Net income for the first quarter of 2026 was $1.4 million, or $0.03 per fully diluted common share, compared to net loss of $(0.5) million, or $(0.01) per fully diluted common share for the first quarter of 2025.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"There can be no assurance that the Proposed Transaction will be consummated on the terms described or at all. 1 First Quarter 2026 Highlights: · Revenue Growth: Revenue of $1,654,000 for Q1 2026 represents a 5% increase versus Q1 2025 and a 67% sequential increase over Q4 2025, driven by strong equipment and Custom Engineered System (CES) sales. · Applicator","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/314227/000165495426004629/0001654954-26-004629-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on September 11, 2019, Artivion, Endospan, the securityholders of Endospan listed on Schedule 1 thereto (together with any additional securityholder that becomes a party by joinder, the “Securityholders”), and Shareholder Representative Services LLC, as the Securityholder representative, entered into a Securities Purchase Option Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/784199/000162828026032097/0001628280-26-032097-index.htm","comparable_excerpt":"In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}