UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): ~~May~~June 261, 2023

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NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

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Delaware	000-50744	33-0768598
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

12101 Airport Way, Broomfield, Colorado 80021

(Address of principal executive offices) (Zip Code)

(800) 455-1476

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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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))

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, par value $0.001 per share	NUVA	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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. ☐

Item 28.0301 ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Events

AsOn ~~previously~~June ~~disclosed~~1, 2023, NuVasive, Inc. (the “Company”) ~~and~~repaid ~~certain~~in offull its ~~subsidiaries~~1.00% ~~are~~Convertible ~~parties~~Senior toNotes ~~that~~due ~~certain~~2023 ~~Second Amended and Restated Credit Agreement, dated as of February 24, 2020~~ (~~as amended from time to time,~~ the “~~2020~~Convertible ~~Credit Agreement~~Notes”), ~~with~~at ~~Bank~~their ofscheduled ~~America, N~~maturity.~~A.,~~ ~~as administrative agent (the “Agent”), and the lenders and other parties from time to time party thereto.~~ The ~~2020~~Company ~~Credit~~applied ~~Agreement provides for, among other things, a~~ $~~550~~452.3 million ~~revolving~~in ~~credit~~cash ~~facility~~to (repay the ~~“2020~~outstanding ~~Facility”). The~~principal ~~material terms~~ of the ~~2020~~Convertible ~~Facility~~Notes ~~are~~and ~~described~~accrued ~~under~~and ~~the~~unpaid ~~heading~~interest ~~“5.~~thereon ~~Indebtedness—Revolving~~at ~~Senior~~maturity. ~~Credit~~The ~~Facility”~~Company infunded the ~~Company’s~~repayment ~~Annual~~of ~~Report~~the onoutstanding ~~Form~~principal ~~10-K~~amount ~~for~~of the ~~year~~Convertible ~~ended~~Notes ~~December 31, 2022~~ and ~~the~~accrued ~~Company’s~~interest ~~Quarterly~~thereon ~~Report~~using onproceeds ~~Form~~from ~~10-Q~~its ~~for~~previously ~~the~~disclosed ~~period~~borrowing ~~ended~~under ~~March~~its ~~31,~~senior ~~2023,~~credit ~~which~~facility ~~descriptions~~and ~~are~~available ~~incorporated~~cash byon ~~reference herein~~hand.

OnAs ~~May~~previously 26disclosed, ~~2023,~~in 2020 the Company ~~borrowed~~entered ~~$350~~into ~~million~~certain incall ~~aggregate~~option ~~principal~~transactions ~~amount~~(the of“Call ~~revolving~~Option ~~loans~~Confirmations”) ~~under~~and ~~the~~warrant ~~2020~~transactions ~~Facility.~~(the ~~The~~“Warrant ~~Company~~Confirmations”) ~~intends~~pursuant to ~~use~~which the ~~proceeds~~Company ~~from~~issued ~~such~~warrants ~~borrowing~~(the “Warrants”), ~~together~~in ~~with~~each ~~cash~~case onwith ~~hand~~certain dealers, toincluding ~~repay~~affiliates inof ~~full~~certain of the ~~Company’s~~initial ~~$450~~purchasers ~~million~~ of ~~1.00%~~the Convertible ~~Senior~~ Notes ~~due~~and ~~2023~~other (financial institutions, in connection with the “offering of the Convertible Notes”). The atCall ~~maturity~~Option Confirmations expired on the second scheduled trading day immediately preceding June 1, 2023. ~~Following~~The ~~this~~Warrants ~~borrowing~~remain outstanding and will expire on various dates from September 2023 through November 2023 and may be settled in cash or shares. The Warrants could have a dilutive effect on the ~~repayment~~Company’s ofearnings per share to the ~~Convertible~~extent ~~Notes,~~that the price of the Company’s ~~expects~~common tostock ~~have~~during ~~remaining~~a ~~borrowing~~given ~~capacity~~measurement period exceeds the strike price of the Warrants, which is $~~200~~104.8410 ~~million~~per ~~under~~share (subject to adjustments as set forth in the ~~2020~~Warrant ~~Facility~~Confirmations).

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Cautionary Notes on Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. Some of the potential risks and uncertainties which contribute to the uncertain nature of these statements are described in the Company’s news releases and periodic filings with the Securities and Exchange Commission. The Company’s public filings with the Securities and Exchange Commission are available at www.sec.gov. The Company assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

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.

			NUVASIVE, INC.
Date: May 26, 2023			/s/ Matthew K. Harbaugh
Date: June 2, 2023			/s/ Matthew K. Harbaugh
			Matthew K. Harbaugh
			Executive Vice President and Chief Financial Officer

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