UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021 (February 10, 2021)

Bioventus Inc.

(Exact name of registrant as specified in its charter)

4721 Emperor Boulevard, Suite 100

Durham, North Carolina 27703

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (919) 474-6700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

In connection with the initial public offering (the “Offering”) by Bioventus Inc. (the “Company”) of its Class A common stock, par value $0.001 (the “Common Stock”), described in the prospectus (the “Prospectus”), dated February 10, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-252238) (as amended, the “Registration Statement”), the following agreements were entered into:

The A&R LLCA, Tax Receivable Agreement, Registration Rights Agreement and Stockholders Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain relationships and related party transactions” in the Prospectus.

Simultaneously with the consummation of the Offering, the Company issued (i) 15,786,737 shares of Class B common stock of the Company, par value $0.001 per share, to Smith & Nephew, Inc., a wholly-owned indirect U.S. subsidiary of Smith & Nephew plc, a United Kingdom public company, on a one-to-one basis equal to the number of common membership interests of Bioventus LLC it owns, in exchange for $15,786.74 and (ii) 31,838,589 shares of Class A common stock of the Company, par value $0.001 per share, to the former owners of Bioventus LLC, including EW Healthcare Partners and Smith & Nephew (Europe) B.V., in exchange for their indirect ownership interests in Bioventus LLC (the “Exchange”).

No underwriters were involved in the issuance and sale of the shares of Class B common stock or the issuance of shares of Class A common stock pursuant to the Exchange. The shares of Class B common stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering and the shares of Class A common stock were issued in reliance upon the exemption from registration afforded by Section 3(a)(9) of the Securities Act.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

On February 10, 2021, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), in the form previously filed as Exhibit 3.2 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), in the form previously filed as Exhibit 3.4 to the Registration Statement, became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 250,000,000 shares of Class A common stock, 50,000,000 shares of Class B common stock and 10,000,000 shares of preferred stock. A description of the Company’s capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

On February 16, 2021, the Company completed the Offering of 9,200,000 shares of its Class A common stock at a price to the public of $13.00 per share, which includes the exercise by the underwriters of their option to purchase an additional 1,200,000 shares of the Company’s Class A common stock. The gross proceeds to the Company from the initial public offering were $119.6 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.