UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 27, 2020
GRAPHIC
Meridian Bioscience, Inc.
(Exact Name of Registrant as Specified in Charter)

Ohio
000-14902
31-0888197
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
 
(IRS Employer Identification No.)

3471 RIVER HILLS DRIVE CINCINNATI, Ohio
45244
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (513) 271-3700

(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 (see General Instruction A.2. below):
 
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))
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
VIVO
NASDAQ Global Market

 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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 □


Item 7.01.
Regulation FD Disclosure.
On January 27, 2020, Meridian Bioscience, Inc. (the “Company”) issued a press release announcing that certain diagnostic companies and laboratories located in China have engaged the Company to use the Company’s Lyo-Ready 1-Step RT-qPCR Mix to develop screening assays for the detection of the coronavirus, currently named 2019-nCoV (the “Coronavirus”), which has and is continuing to spread throughout China and other parts of the world.  A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.

All forward-looking information is subject to numerous risks and uncertainties, many of which are beyond the control of the Company, that could cause actual results to differ materially from the results expressed or implied by the statements. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. The forward-looking statements contained in this communication may become outdated over time. The Company does not assume any responsibility for updating any forward-looking statements. Additional information concerning these and other factors can be found in the Company’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. The Company assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Item 8.01.  Other Events.
 
As described in Item 7.01 of this Form 8-K, on January 27, 2020, the Company issued a press release announcing that certain diagnostic companies and laboratories located in China have engaged the Company to use the Company’s Lyo-Ready 1-Step RT-qPCR Mix to develop screening assays for the detection of the Coronavirus.
 
The information in each of Item 7.01 and Item 8.01 of this Form 8-K and in the press release attached as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in each of Item 7.01 and Item 8.01 of this Form 8-K and each of Exhibit 99.1 shall not be incorporated by reference in any filing (whether made before or after the date hereof) or any other document under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing or document.
 

Item 9.01     Financial Statements and Exhibits.

(d)
Exhibits
 
99.1
Press Release dated January 27, 2020
   



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.
   
MERIDIAN BIOSCIENCE, INC.
     
Date:  January 27, 2020
 
By: /s/ Jack Kenny
   
Jack Kenny
Chief Executive Officer
     





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