UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 22, 2024, Enovis Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3. On January 28, 2025, the Company filed with the SEC a prospectus supplement (the “Prospectus Supplement”) covering the resale of up to 971,343 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), held by Emil Holding II S.à r.l. (“Emil”), the former shareholder of LimaCorporate S.p.A. (“Lima”). Such shares were issued as part of the consideration paid to Emil in connection with the Company’s acquisition of Lima, pursuant to which the Company agreed to issue to Emil up to an aggregate of 1,942,686 shares of Common Stock in two equal tranches (the “Lima Shares”), in each case upon the non-occurrence of certain events and subject to certain conditions as provided for in the share purchase agreement related to the acquisition. The first tranche of 971,343 Lima Shares was issued to Emil on July 16, 2024 and subsequently registered for resale pursuant to the Company’s obligations under the registration rights agreement related to the acquisition. The Prospectus Supplement relates to the second tranche of 971,343 Lima Shares that was issued to Emil on January 15, 2025. The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Latham & Watkins LLP, regarding the legality of the securities covered by the Prospectus Supplement, which opinion is attached here to as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit Number |
Description | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 28, 2025
| ENOVIS CORPORATION | ||
| By: | /s/ Bradley J. Tandy | |
| Name: | Bradley J. Tandy | |
| Title: | Senior Vice President and Chief Legal Officer | |