Form 8-K - Current report

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): August 21, 2023

AGILITI, INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-40361	83-1608463
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11095 Viking Drive, Suite 300

Eden Prairie, MN 55344

(Address of principal executive offices, including zip code)

(952) 893-3200

(Registrant’s telephone number, including area code)

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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	Name of each exchange on which registered
Common Stock, par value $0.0001	AGTI	The New York Stock Exchange

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 o

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. o

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the Repurchase Plan described under Item 8.01 of this Current Report on Form 8-K is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On August 21, 2023, Agiliti, Inc. (the “Company”) announced that its board of directors approved a share repurchase program, pursuant to which, the Company is authorized to repurchase up to $50 million of shares of the Company’s common stock (exclusive of any fees, commissions or other expenses related to such repurchases), over a 12-month period (the “Repurchase Plan”). Share repurchases may be made from time to time, on the open market, through privately negotiated transactions, through an accelerated share repurchase, or in any other manner permitted by the applicable federal and state securities laws and regulations. There is no minimum number of shares, if any, that the Company is required to repurchase and the Repurchase Plan may be suspended or discontinued at any time without prior notice. Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number						Description

99.1						Press Release dated August 21, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: August 21, 2023


			AGILITI, INC.

			By:			/s/ James B. Pekarek
			Name:			James B. Pekarek
			Title:			Executive Vice President and Chief Financial Officer

Exhibit 99.1

AGILITI ANNOUNCES SHARE REPURCHASE PLAN

Eden Prairie, Minn. — (BUSINESS WIRE) — August 21, 2023 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced that its board of directors approved a share repurchase program that grants the Company authority to repurchase up to $50 million of shares of the Company’s common stock (exclusive of any fees, commissions or other expenses related to such repurchases), over a 12-month period.

“The Board’s authorization of a share repurchase program reflects confidence in the Company’s long-term strategy and the value we see in our shares relative to our future outlook. We remain committed to driving value for our customers, employees and shareholders and executing on our critical mission of ensuring that healthcare providers have access to the essential medical equipment needed for quality patient care,” said Tom Boehning, Chief Executive Officer.

Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions, or through an accelerated share repurchase, or in any other manner permitted by applicable federal and state securities laws and regulations. There is no minimum number of shares, if any, that the Company is required to repurchase and the Repurchase Plan may be suspended or discontinued at any time without prior notice. Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors.

About Agiliti

Agiliti is an essential service provider to the U.S. healthcare industry with solutions that help support a more efficient, safe and sustainable healthcare delivery system. Agiliti serves more than 10,000 national, regional and local acute care and alternate site providers across the U.S. For more than eight decades, Agiliti has delivered medical equipment management and service solutions that help healthcare providers reduce costs, increase operating efficiencies and support optimal patient outcomes.

Forward-Looking Statements

Certain statements in this press release are forward-looking in time, including the Company’s long-term strategy and outlook, the amount, timing and method of the Company’s potential share repurchases, and the duration, suspension or cancellation of the Repurchase Plan, and involve risks and uncertainties. The following factors, among others, could adversely affect our forward-looking statements, causing our actual results to differ materially from those expressed in any forward-looking statements: the possibility that the Repurchase Plan may be suspended or discontinued; economic factors and market conditions and their impact on the Company’s ability to effect share repurchases; negative reaction of our investors, our suppliers, our customers or our employees to the announcement of the Repurchase Plan; market volatility of our common stock as a result of the Repurchase Plan; our history of net losses and substantial interest expense; our need for substantial cash to operate and expand our business as planned; our substantial outstanding debt and debt service obligations; restrictions imposed by the terms of our debt; and other Risk Factors as detailed in our most recent annual report on Form 10-K and our other filings with the Securities and Exchange Commission.

CONTACT:

Solebury Strategic Communications

ir@agilitihealth.com

Cover	Aug. 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 21, 2023
Entity Registrant Name	AGILITI, INC. DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40361
Entity Tax Identification Number	83-1608463
Entity Address, Address Line One	11095 Viking Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	952
Local Phone Number	893-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	AGTI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001749704
Amendment Flag	false