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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): November 24, 2021
CARDIOVASCULAR SYSTEMS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 000-52082 41-1698056
(State or Other Jurisdiction
of Incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)

1225 Old Highway 8 Northwest
St. Paul, Minnesota 55112-6416
(Address of Principal Executive Offices and Zip Code)

651 259-1600
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 17 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, One-tenth of One Cent ($0.001)
Par Value Per Share 		CSII The Nasdaq Stock Market LLC




Item 8.01. Other Events.

On November 24, 2021, Cardiovascular Systems, Inc. (the “Company”) issued a press release announcing a voluntary recall of its WIRION Embolic Protection System. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company expects to record a one-time charge of approximately $2.5 million to cost of goods sold in its second quarter of fiscal 2022 relating to the recall. This one-time charge was not factored into the Company’s fiscal 2022 guidance issued on November 9, 2021. The Company’s revenue guidance issued on that date is not affected by the recall.

Forward-Looking Statements
Statements in this report regarding the timing and amount of expenses associated with the recall, the effect of the recall and the issues with WIRION on the Company’s anticipated financial results and guidance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are provided under the protection of the safe harbor for forward-looking statements provided by that Act. These statements involve risks and uncertainties that could cause results to differ materially from those projected, including, but not limited to, future actions by the FDA and other regulatory bodies; the Company’s failure to adequately assess the cause and effect of the issues with WIRION that led to the recall; FDA approval of future designs and versions of WIRION; the possibility that this recall could subject the Company to disputes, claims or proceedings that may adversely impact its business and financial condition; and other factors detailed from time to time in the Company’s SEC reports, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. The Company encourages you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this report. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company’s actual results may differ materially from the expected results discussed in the forward-looking statements contained in this report. The forward-looking statements made in this report are made only as of the date of this report, and the Company undertakes no obligation to update them to reflect subsequent events or circumstances.


Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number 		Description
99.1




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: November 24, 2021
 
CARDIOVASCULAR SYSTEMS, INC.
 
By:   /s/ Jeffrey S. Points
  Jeffrey S. Points
Chief Financial Officer



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