Pacira BioSciences, Inc. 8-K

What Happened Pacira BioSciences announced on June 28, 2026 that it entered into a Stock and Asset Purchase Agreement to sell Pacira CryoTech (its wholly owned subsidiary) and certain assets and liabilities related to its handheld cryoanalgesia devices, including iovera®, to Zimmer, Inc. (a Zimmer Biomet subsidiary). The deal provides for an upfront payment of $70.0 million (subject to customary closing adjustments) plus potential contingent milestone payments, bringing total consideration to up to $140.0 million. The transaction is expected to close in the third quarter of 2026.

Key Details

• Upfront cash: $70.0 million at closing, subject to adjustments for cash, receivables, indebtedness, transaction expenses and inventory.
• Contingent payments: up to $70.0 million additional tied to revenue milestones for calendar periods beginning 2027 through 2031 (payments of $18.5M, $23.5M or $28.0M if annual net revenue from the Business Products meets $50M, $60M or $70M thresholds, respectively).
• Employees: 66 Pacira employees are expected to be hired by the purchaser at closing (about 8% of Pacira’s workforce).
• Post‑closing obligations: Pacira agreed to customary representations, warranties, indemnities and restrictive covenants (non‑competition, non‑solicitation, non‑disparagement, confidentiality).

Why It Matters This divestiture removes Pacira’s handheld cryoanalgesia product line (iovera®) from its portfolio and transfers related operations and staff to Zimmer, providing immediate cash proceeds and potential future revenue‑linked payments. For investors, the deal reduces Pacira’s operational scope by roughly 8% of its workforce but brings near‑term liquidity (net of closing adjustments) while leaving upside tied to the product’s future sales through milestone payments. The Purchase Agreement’s customary reps, warranties and confidential schedules allocate risk between the parties; full agreement text will be filed as an exhibit to Pacira’s next Form 10‑Q.