LivaNova PLC 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_________________________ Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☑For the fiscal year ended December 31, 2024or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______ Commission file number: 001-37599 LivaNova PLC (Exact name of registrant as specified in its charter)England and Wales...................98-1268150 (State or other jurisdiction of .......... (I.R.S. Employerincorporation or organization) ........ Identification No.)20 Eastbourne Terrace, London, United Kingdom,W2 6LG(Address of principal executive offices) ....................... (Zip Code)Registrant’s telephone number, including area code:(44) (0) 203 325-0660 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Accelerated filerNon-accelerated filer☐Smaller reporting companyEmerging 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $3.0 billion (based on theclosing price of these shares on the Nasdaq Global Select Market on June 30, 2024, the last business day of the most recently completed second fiscal quarter).For purposes of this calculation, ordinary shares held by persons who hold more than 5% of the outstanding ordinary shares and shares held by executiveofficers and directors of the registrant have been excluded as such persons may be deemed to be affiliates. As of February 18, 2025, 54,351,765 ordinary shares were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement of LivaNova PLC for the 2025 Annual General Meeting of Shareholders, which will be filed within 120 days ofDecember 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. LIVANOVA PLCTABLE OF CONTENTS DEFINITIONS In this Annual Report on Form 10-K for the year ended December 31, 2024, the following terms and abbreviations have themeanings listed below. “LivaNova” and “the Company” refer to LivaNova PLC and its consolidated subsidiaries. INTELLECTUAL PROPERTY, TRADEMARKS, AND TRADE NAMES This Report may contain references to LivaNova’s proprietary intellectual property, including among others: •Trademarks for LivaNova’s Neuromodulation systems