Item 1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on October 1, 2019, Cantel Medical Corp. (the “Company”) issued an aggregate of
438,359 shares of common stock (the “Shares”) of the Company to Dental Holding, LLC (“Dental Holding”)
in connection with the Company’s acquisition of Hu-Friedy Mfg. Co., LLC, a Delaware limited liability company and, at the
time, a direct wholly owned subsidiary of Dental Holding (“Hu-Friedy”), pursuant to the Purchase and Sale Agreement
by and among the Company, Dental Holding, Hu-Friedy and, for limited purposes set forth therein, Ken Serota and Ron Saslow (the
“Purchase and Sale Agreement”). In addition, as previously disclosed, on October 1, 2019, the Company and Dental
Holding entered into a Registration Rights Agreement (the “Registration Rights Agreement”) relating to the Shares.
Pursuant to the Purchase and Sale Agreement and the Registration Rights Agreement, each as amended on December 12, 2019, the Company
was required to use reasonable efforts to file a registration statement on Form S-3 with the U.S. Securities and Exchange Commission
covering the resale of all of the Shares in an offering to be made on a continuous or delayed basis pursuant to Rule 415 under
the Securities Act of 1933, as amended (an “Offering”) on or prior to February 15, 2020 (such requirements,
the “Resale Obligation”).
On February 13, 2020, the Company entered into a Stock
Repurchase Agreement with Dental Holding (the “Repurchase Agreement”). The Repurchase Agreement amends the
Purchase and Sale Agreement and the Registration Rights Agreement to provide that in lieu of completing an Offering to
satisfy the Resale Obligation, the Company will repurchase the Shares from Dental Holding at a price per share of $64.51 (the
“Repurchase”), which equals the closing price of shares of the Company’s common stock traded on the
New York Stock Exchange on February 12, 2020, the last day before entry into the Purchase and Sale Agreement. The Repurchase
was completed on February 13, 2020, and the Shares were thereafter canceled and retired by the Company.
As previously disclosed, the Purchase and Sale Agreement (as
amended on December 12, 2019) further required the Company to pay to Dental Holding an amount in cash equal to $35,000,117 minus
the aggregate net proceeds received by Dental Holding from an Offering if the amount of such aggregate net proceeds was less
than $35,000,117 (such requirement, the “True-Up Obligation”). The Repurchase Agreement further amends the Purchase
and Sale Agreement to provide that in satisfaction of the True-Up Obligation, the Company will make a payment to Dental Holding
in an amount equal to $6,721,577.91, which amount equals $35,000,117 minus the aggregate amount of $28,278,539.09 paid to Dental
Holding as consideration for the Repurchase. This payment was made to Dental Holding on February 13, 2020.
In connection with the Repurchase, Dental Holding waived all
of its rights with respect to the Resale Obligation and the True-Up Obligation, each of which were deemed satisfied in full. The
Repurchase Agreement further provided that Dental Holding waived all of its rights to receive certain payments from the Company
in respect of certain tax matters pursuant to Section 2.11(b) of the Purchase Agreement and that the Registration Rights Agreement
was terminated without any continuing liability or obligation of the Company or Dental Holding.
The foregoing description of the Repurchase Agreement does not
purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Repurchase Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporate herein by reference.