8-K
filed December 18, 2023, 6:59 PM ET
CIK 0001527096
M&A
confidence high
sentiment neutral
materiality 1.00
Miromatrix Medical Inc.: M&A transaction — Miromatrix acquisition by United Therapeutics completed; stockholders receive $3.25/sh + CVR
Miromatrix Medical Inc.
- Tender offer accepted 22,876,102 shares (83.43% outstanding) at $3.25 cash per share plus one CVR.
- Merger effective Dec 13, 2023; Miromatrix becomes wholly owned subsidiary of United Therapeutics.
- CVR entitles holders to up to $1.75 additional cash if mirokidney implanted in human clinical trial by Dec 31, 2025.
- Board of directors replaced; James Edgemond and Paul Mahon appointed, all prior directors resigned.
- Common stock delisted from Nasdaq; company to file Form 15 to suspend SEC reporting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Paul Mahon was appointed as Executive Vice President, General Counsel, and Corporate Secretary at Miromatrix Medical Inc..
- Action
- appointed
- Role
- Executive Vice President, General Counsel, and Corporate Secretary
Exact text from the filing
Paul Mahon (Executive Vice President, General Counsel, and Corporate Secretary) 60 See Schedule I to the Offer to Purchase for additional information.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lisa Wipperman Heine resigned as Director at Miromatrix Medical Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of William Burke, Jeffrey Ross, John Erb, Paul Buckman, Lisa Wipperman Heine and Peter Maag resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.8
Jeffrey Ross changed role as President at Miromatrix Medical Inc..
- Action
- changed role
- Role
- President
Exact text from the filing
Jeffrey Ross (President) 48 Jeffrey Ross previously served as Chief Executive Officer of the Company since 2017, and as a Director of the Company since October 2019.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
James Edgemond was appointed as Chief Financial Officer and Treasurer at Miromatrix Medical Inc..
- Action
- appointed
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
James Edgemond (Chief Financial Officer and Treasurer) 56 See Schedule I to the Offer to Purchase for additional information.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Maag resigned as Director at Miromatrix Medical Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of William Burke, Jeffrey Ross, John Erb, Paul Buckman, Lisa Wipperman Heine and Peter Maag resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Ross resigned as Director at Miromatrix Medical Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of William Burke, Jeffrey Ross, John Erb, Paul Buckman, Lisa Wipperman Heine and Peter Maag resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Erb resigned as Director at Miromatrix Medical Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of William Burke, Jeffrey Ross, John Erb, Paul Buckman, Lisa Wipperman Heine and Peter Maag resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Buckman resigned as Director at Miromatrix Medical Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of William Burke, Jeffrey Ross, John Erb, Paul Buckman, Lisa Wipperman Heine and Peter Maag resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Mahon was appointed as Director at Miromatrix Medical Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
James Edgemond and Paul Mahon became the directors of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Michael Benkowitz was appointed as Chief Operating Officer at Miromatrix Medical Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
Michael Benkowitz (Chief Operating Officer) 52 See Schedule I to the Offer to Purchase for additional information.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Edgemond was appointed as Director at Miromatrix Medical Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
James Edgemond and Paul Mahon became the directors of the Company, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Burke resigned as Director at Miromatrix Medical Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of William Burke, Jeffrey Ross, John Erb, Paul Buckman, Lisa Wipperman Heine and Peter Maag resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Effective Time (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices),
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Martine Rothblatt was appointed as Chief Executive Officer at Miromatrix Medical Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Martine Rothblatt (Chief Executive Officer) 69 See Schedule I to the Offer to Purchase for additional information.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Miromatrix Medical Inc.: Amended and restated bylaws were amended and restated in their entirety effective as of the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
the second amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were amended and restated in their entirety, in each case, effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Miromatrix Medical Inc.: Second amended and restated certificate of incorporation was amended and restated in its entirety effective as of the Effective Time.
- Change
- charter amendment
Exact text from the filing
the second amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were amended and restated in their entirety, in each case, effective as of the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Miromatrix Medical Inc. underwent a change of control involving United Therapeutics Corporation for $3.25 per Share in cash payable at closing (closed 2023-12-13).
- Action
- change of control
- Counterparty
- United Therapeutics Corporation
- Consideration
- $3.25 per Share in cash payable at closing
- Closing
- 2023-12-13
Exact text from the filing
“Offer”) to acquire all of the issued and outstanding shares of common stock, par value $0.00001 per share, of the Company (“Common Stock” or the “Shares”) in exchange for (a) $3.25 per Share in cash payable at closing, without interest and less any required tax withholding (the “Cash Consideration”), plus (b) one contingent value right per Share (each, a
View on SEC.gov
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