Orthofix Medical Inc. Securities Lawsuit Investigation

Shamis & Gentile P.A., a law firm that advocates for investors who are victims of securities fraud, is investigating potential claims against Orthofix Medical Inc. (OFIX).

If you purchased Orthofix Medical securities and suffered losses, you may be eligible to join this securities investigation and seek compensation.

About Orthofix Medical

Orthofix Medical is a Delaware-incorporated global medical device company focused on spinal hardware, bone growth therapies, biologics, and orthopedic solutions. The company’s principal business lines include spinal and orthopedic products, as well as enabling technologies.

Orthofix’s board of directors and management team have experienced significant changes in recent years, particularly following its merger with SeaSpine Holdings Corporation.

What's being investigated

The investigation centers on whether Orthofix’s board of directors may have breached their fiduciary duties to the company in connection with the integration and oversight of its management team following the merger with SeaSpine.

According to a class action complaint, plaintiffs allege that throughout the relevant period, certain company officers and directors may have issued false or misleading statements, or failed to disclose adverse facts about the company’s management team and workplace culture.

Investors contend that when information about the management team’s conduct was disclosed, Orthofix’s stock price experienced a sharp decline, resulting in significant losses for shareholders.

The investigation is examining whether the board’s oversight of executive conduct and compliance systems was adequate, and whether any false or misleading statements were made in connection with the merger or subsequent proxy materials.

Key timeline

• October 11, 2022: Orthofix and SeaSpine announce a definitive agreement to merge in an all-stock transaction. Investors allege this set the stage for subsequent management changes and related disclosures.
• November 18, 2022: Announcement that SeaSpine executives John Bostjancic and Patrick Keran would serve as CFO and CLO of the combined company. Investors argue these appointments are relevant to later oversight questions.
• January 4, 2023: The merger closes, and a new board and executive team take office. Equity inducement grants are awarded to top executives.
• September 11-12, 2023: Board terminates CEO Keith Valentine, CFO John Bostjancic, and CLO Patrick Keran for cause, following an outside-counsel investigation into alleged code-of-conduct violations. The stock price reportedly drops over 30% on this disclosure.
• November 28, 2023-January 2024: New CEO (Massimo Calafiore) and CFO (Julie Andrews) appointed; activist Engine Capital agreement expands the board and forms a new Strategy Committee.
• 2024-2025: Securities lawsuits consolidated, alleging false assurances about executive ethics and culture; company and individuals move to dismiss the claims.

Why investors may be concerned

Stockholders and plaintiffs contend that Orthofix’s board and certain executives may have failed to maintain adequate oversight of workplace conduct and compliance, particularly in light of the for-cause terminations of top officers.

Theories under review include:

• Alleged misleading statements or omissions about the integrity and conduct of the management team in merger and proxy materials.
• Potential board-level failures to monitor or respond to red flags regarding executive behavior, which investors argue may constitute a breach of fiduciary duty under Delaware law.
• Concerns that compensation and severance decisions for executives were made without full consideration of known risks or complaints.
• Questions about whether internal controls and compliance systems were sufficiently robust to detect and address misconduct at the highest levels.

Your Rights and Next Steps

If you owned Orthofix Medical stock during the period from October 11, 2022 through September 12, 2023 and suffered losses, you may have rights as a shareholder to participate in this investigation.

This includes the potential to:

• Request company records under Delaware law (Section 220) to investigate possible wrongdoing or mismanagement.
• Pursue a derivative action on behalf of Orthofix, seeking recovery for the company and governance reforms.
• Join with other investors in seeking remedies for alleged breaches of fiduciary duty, oversight failures, or unjust enrichment.

It is important to act promptly, as securities investigations and derivative actions may be subject to time limitations and procedural requirements. Participation does not guarantee compensation, and eligibility depends on your specific circumstances and the outcome of the investigation.

You May Be Entitled to Compensation

Securities investigations are time-sensitive. If you purchased, or otherwise acquired Orthofix Medical shares and experienced losses following the events described above, you may be eligible to join the investigation and seek compensation or participate in governance reforms.

To protect your rights and join the Orthofix Medical investigation, complete the form below.