As filed with the Securities and Exchange Commission on February 23, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Inari Medical, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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45-2902923 |
(State or Other Jurisdiction |
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(I.R.S. Employer Identification No.) |
of Incorporation or Organization) |
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6001 Oak Canyon, Suite 100
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
2020 Incentive Award Plan
Amended and Restated 2020 Employee Stock Purchase Plan
(Full Title of the Plans)
William Hoffman
Chief Executive Officer
Inari Medical, Inc.
6001 Oak Canyon, Suite 100
Irvine, California 92618
(877) 923-4747
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
B. Shayne Kennedy
J. Ross McAloon
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging 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.
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Large accelerated filer ☒ |
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Accelerated filer ☐ |
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Non-accelerated filer ☐ |
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Smaller reporting company ☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission for the purpose of registering an additional 2,012,539 shares of common stock, par value $0.001 per share, of Inari Medical, Inc. (the “Registrant”), issuable under the following employee benefit plans for which registration statements on Form S-8 (File Nos. 333-238735 and 333-254133) are effective: (i) the 2020 Incentive Award Plan which, as a result of an automatic annual increase provision therein, added 1,509,404 shares of common stock, and (ii) the Amended and Restated 2020 Employee Stock Purchase Plan which, as a result of the operation of an annual increase provision therein, added 503,135 shares of common stock.
Pursuant to General Instruction E to Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
Item 8. Exhibits
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Incorporated by Reference |
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Exhibit Number |
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Description |
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Form |
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Exhibit |
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Date Filed |
File Number |
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Filed Herewith |
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4.1 |
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8-K |
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3.1 |
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5/28/2020 |
001-39293 |
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4.2 |
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8-K |
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3.2 |
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5/28/2020 |
001-39293 |
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5.1 |
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X |
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23.1 |
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X |
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23.2 |
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X |
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24.1 |
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Power of Attorney (included in the signature page to this Registration Statement) |
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X |
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99.1 |
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S-1/A |
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10.6 |
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5/18/2020 |
333-236568 |
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99.2 |
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Form of Option Agreement pursuant to 2020 Incentive Award Plan |
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S-1/A |
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10.6.1 |
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5/18/2020 |
333-236568 |
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99.3 |
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Form of Restricted Stock Unit Agreement pursuant to 2020 Incentive Award Plan |
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S-1/A |
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10.6.2 |
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5/18/2020 |
333-236568 |
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99.4 |
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Form of Restricted Stock Unit Award Agreement pursuant to 2020 Incentive Award Plan – International |
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10-K |
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10.8 |
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3/9/2021 |
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99.5 |
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10-Q |
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10.3 |
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11/12/2020 |
001-39293 |
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99.6 |
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10-K |
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10.25 |
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2/23/2022 |
001-39293 |
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107 |
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X |
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on February 23, 2022.
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INARI MEDICAL, INC. |
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By: |
/s/ William Hoffman |
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Name: |
William Hoffman |
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Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William Hoffman and Mitchell Hill, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ William Hoffman |
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President, Chief Executive Officer and Director |
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February 23, 2022 |
William Hoffman |
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(Principal Executive Officer) |
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/s/ Mitchell Hill |
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Chief Financial Officer |
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February 23, 2022 |
Mitchell Hill |
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(Principal Accounting and Financial Officer) |
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/s/ Donald Milder |
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Director |
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February 23, 2022 |
Donald Milder |
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/s/ Rebecca Chambers |
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Director |
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February 23, 2022 |
Rebecca Chambers |
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/s/ Cynthia Lucchese |
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Director |
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February 23, 2022 |
Cynthia Lucchese |
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/s/ Dana G. Mead |
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Director |
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February 23, 2022 |
Dana G. Mead, Jr. |
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/s/ Kirk Nielsen |
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Director |
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February 23, 2022 |
Kirk Nielsen |
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/s/ Jonathan Root |
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Director |
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February 23, 2022 |
Jonathan Root |
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/s/ Catherine Szyman |
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Director |
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February 23, 2022 |
Catherine Szyman |
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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Inari Medical, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Fees to Be Paid |
Equity |
Common Stock, $0.001 par value per share |
457(c) and 457(h) |
2,012,539 (3) |
$74.88 |
$150,698,920.32 |
$92.70 per $1,000,000 |
$13,969.79 |
Fees Previously Paid |
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Total Offering Amounts |
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$150,698,920.32 |
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$13,969.79 |
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Total Fees Previously Paid |
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– |
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Total Fee Offsets (4) |
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– |
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Net Fee Due |
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$13,969.79 |
(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that becomes issuable under the 2020 Incentive Award Plan (as amended, the “2020 Plan”) and the Amended and Restated 2020 Employee Stock Purchase Plan (as amended, the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
(2) |
Pursuant to 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of the Registrant's common stock as reported on the Nasdaq Global Select Market on February 18, 2022, which date is within five business days prior to filing this Registration Statement. |
(3) |
Consists of (i) 1,509,404 additional shares of the Registrant’s common stock that became available for issuance on January 1, 2022 under the 2020 Plan, by operation of an automatic annual increase provision therein and (ii) 503,135 additional shares of the Registrant’s common stock that became available for issuance on January 1, 2022 under the 2020 ESPP, by operation of an automatic annual increase provision therein. |
(4) |
The Registrant does not have any fee offsets. |
Exhibit 5.1
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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Austin |
Moscow |
February 23, 2022 |
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Beijing |
Munich |
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Boston |
New York |
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Brussels |
Orange County |
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Century City |
Paris |
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Chicago |
Riyadh |
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Dubai |
San Diego |
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Düsseldorf |
San Francisco |
Inari Medical, Inc. |
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Frankfurt |
Seoul |
6001 Oak Canyon, Suite 100 |
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Hamburg |
Shanghai |
Irvine, California 92618 |
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Hong Kong |
Silicon Valley |
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Houston |
Singapore |
Re: Registration Statement on Form S-8 with respect to 2,012,539 shares of Common Stock of Inari Medical, Inc., par value $0.001 per share |
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London |
Tel Aviv |
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Los Angeles |
Tokyo |
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Madrid |
Washington, D.C. |
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Milan |
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To the addressee set forth above:
We have acted as special counsel to Inari Medical, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 2,012,539 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which may be issued pursuant to the Company’s 2020 Incentive Award Plan and the Amended & Restated 2020 Employee Stock Purchase Plan (together, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectuses forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or
February 23, 2022 Page 2 |
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awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, |
/s/ Latham & Watkins LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Inari Medical, Inc.
Irvine, California
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated February 23, 2022, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, of Inari Medical, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ BDO USA, LLP
Costa Mesa, California
February 23, 2022