UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~November 22~~December 12, 2022

LOGO

MERIDIAN BIOSCIENCE, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Ohio		0-14902		31-0888197
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification ~~No.~~Number)

3471 River Hills Drive, Cincinnati, Ohio		45244
(Address of principal executive offices)		(Zip Code)

3471 River Hills Dr Cincinnati, Ohio 45244

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal executive offices including ~~area~~zip code ~~(513~~) ~~271-3700~~

(~~Former Name or Former Address, if Changed Since Last Report.~~513) 271-3700

(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 (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:

~~Securities~~Title ~~registered~~of ~~pursuant~~each toclass ~~Section 12~~Trading Symbol(bs) Name of ~~the~~each ~~Act:~~exchange on which registered Common Stock, no par value VIVO NASDAQ Global Select Market

Title of each class TradingSymbol(s) Name of each exchange on which registered Common Stock, no par value VIVO 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnAs ~~November~~previously disclosed, on July 227, 2022, Meridian Bioscience, Inc., an Ohio corporation (“Meridian”), orentered into an Agreement and Plan of Merger (the “~~Company~~Merger Agreement”) ~~issued~~with SD Biosensor, Inc., a ~~press~~corporation ~~release~~with ~~announcing~~limited ~~results~~liability ~~for~~organized under the ~~fourth~~laws ~~fiscal~~of ~~quarter~~the ~~and~~Republic ~~full~~of ~~fiscal~~Korea ~~year~~(“SDB”), ~~ended~~Columbus ~~September 30~~Holding Company, ~~2022~~a Delaware corporation (“Parent”), and ~~providing~~Madeira Acquisition Corp., an ~~update~~Ohio oncorporation ~~the~~and ~~pending~~a ~~Merger.~~direct Awholly ~~copy~~owned subsidiary of Parent (“Merger Sub”, and together with SDB and Parent, the ~~press~~“Parent ~~release~~Parties,” isand ~~attached~~each asindividually ~~Exhibit~~a 99“Parent Party”).1 The Merger Agreement provides, among other things, that, upon the terms and subject to ~~this~~the ~~report~~conditions set forth in the Merger Agreement and isin ~~incorporated~~accordance bywith ~~reference~~the ~~herein~~applicable provisions of the Ohio General Corporation Law, Merger Sub will merge with and into Meridian (the “Merger”), with Meridian surviving the Merger as a direct wholly owned subsidiary of Parent.

~~Item~~While 7the Merger Agreement provides for termination rights for either Meridian or Parent if the Merger has not been consummated by 11:59 p.01m. ~~Regulation~~Eastern FDTime ~~Disclosure~~on January 6, 2023 (unless certain required regulatory approvals have not been obtained), the board of directors of Meridian has determined that it is in the best interest of Meridian’s shareholders to provide the Parent Parties additional time to consummate the Merger in order to finalize the financing (which is not a condition to the consummation of the Merger). Accordingly, Meridian and the Parent Parties, on December 9, 2022, entered into a letter agreement (the “Letter Agreement”), attached hereto as Exhibit 2.1, modifying the Merger Agreement, such that all of the conditions to the Parent Parties’ obligation to complete the Merger have been satisfied (and are deemed to remain satisfied through the completion of the Merger), provided that the Company is required to comply with certain covenants in the Merger Agreement through the completion of the Merger. Meridian and the Parent Parties also agreed to consummate the Merger on January 31, 2023, and to waive their right to terminate the Merger Agreement if the Merger has not been consummated by 11:59 p.m. Eastern Time on January 6, 2023.

The ~~Company’s~~foregoing ~~press~~description ~~release~~of ~~discloses~~the ~~certain~~Letter ~~financial~~Agreement ~~results both in accordance with generally accepted accounting principles (“GAAP”)~~ and onthe aamendments ~~non-GAAP~~contemplated ~~basis~~thereby ~~with~~does ~~adjustments~~not ~~for~~purport ~~certain~~to ~~items.~~be ~~The~~complete ~~Company’s~~and ~~management~~is ~~believes~~subject ~~that~~to, ~~presentation of these non-GAAP financial measures~~ and ~~their~~qualified ~~related~~in ~~reconciliations~~its ~~are~~entirety ~~useful~~by, tothe ~~investors~~full ~~because~~text of the ~~non-GAAP~~Letter ~~financial~~Agreement, ~~measures~~a ~~provide~~copy ~~investors~~of ~~with~~which ais ~~basis~~attached ~~for~~hereto ~~comparing~~as ~~current~~Exhibit ~~results~~2.1, toand ~~financial~~is ~~results~~incorporated ~~from~~herein ~~prior~~by ~~periods~~reference.

~~Information~~Item ~~in the press release contains forward-looking statements regarding future events and performance of the Company~~8.01 ~~All~~Other such forward-looking statements are based largely on the Company’s experience and perception of current conditions, trends, expected future developments and other factors, and on management’s expectations, and are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, those factors described in the press release, presentation and the Company’s filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise. Events

~~The~~On ~~information~~December 12, in2022, ~~each~~Meridian ofissued ~~Item~~a ~~2.02 and Item 7.01 of this Form 8-K and in the~~ press release ~~attached~~(a ascopy ~~Exhibit~~of ~~99.1~~which is ~~being~~ furnished ~~and~~herewith ~~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 2.02 and Item 7.01 of this Form 8-K and~~ Exhibit 99.1 ~~shall~~and ~~not~~is be incorporated by reference herein) in ~~any~~connection ~~filing~~with ~~(whether made before or after~~ the ~~date~~Letter ~~hereof)~~Agreement, orannouncing ~~any~~that ~~other document under~~ the ~~Securities~~consummation ~~Act~~ of ~~1933, as amended, or~~ the ~~Exchange~~Merger ~~Act,~~is ~~except~~expected asto ~~expressly~~take ~~set~~place ~~forth~~on byJanuary 31, ~~specific reference in any such filing or document~~2023.

~~Item~~FORWARD-LOOKING ~~9.01.~~STATEMENTS ~~Financial Statements and Exhibits.~~

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words like “may,” “will,” “likely,” “should,” “expect,” “anticipate,” “future,” “plan,” “believe,” “intend,” “goal,” “seek,” “estimate,” “project,” “continue,” and variations of such words and similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) the anticipated date for completion of the Merger; (2) the risk that any announcements relating to the proposed Merger, including the expected consummation, could have adverse effects on the market price of Meridian’s common stock; (3) economic or other conditions in the markets in which Meridian operates, including as a result of the COVID-19 pandemic or the Russia-Ukraine conflict; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the Letter Agreement; (5) the risk that Company may not be able to comply with its ongoing covenants set forth in the Merger Agreement in a timely manner or at all; (6) risks related to distraction of Meridian’s management time from ongoing business operations due to the proposed Merger; (7) the risk of any unexpected costs or expenses resulting from the proposed Merger, the delay thereof or disputes relating thereto; (8) the risk that the outcome of any legal proceedings related to the proposed Merger could be material to Meridian or detrimental to the proposed Merger; (9) the risk that Meridian may be adversely affected by

other economic, business, or competitive factors; and (10) the effect of the announcement of the proposed Merger on the ability of Meridian to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Meridian does business, or on the Meridian’s operating results and business generally. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Additional factors that may affect the future results of Meridian are set forth in its filings with the SEC, including Meridian’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on Meridian’s website at www.investor.meridianbioscience.com and the SEC’s website at www.sec.gov, specifically under the heading “Risk Factors.” The risks and uncertainties described above are not exclusive and further information concerning Meridian and its businesses, including factors that potentially could materially affect its businesses, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. The forward-looking statements in this communication speak only as of the date hereof. Except as required by law, Meridian assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

99.1		Press Release dated November 22, 2022
ExhibitNo.		Exhibit Description
2.1		Letter Agreement, dated December 9, 2022, by and among Meridian Bioscience, Inc, SD Biosensor, Inc., Columbus Holding Company, and Madeira Acquisition Corp.
99.1		Press Release, dated December 12, 2022, issued by Meridian Bioscience, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 12, 2022


MERIDIAN BIOSCIENCE, INC.

By:		/s/ Jack Kenny
		Jack Kenny Chief Executive Officer

MERIDIAN BIOSCIENCE, INC.

Date: November 22, 2022

By: /s/ Andrew S. Kitzmiller

Andrew S. Kitzmiller

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

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