--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-126893" form_type: "8-K" ticker: null cik: "0001527096" company_name: "Miromatrix Medical Inc." filed_at: "2023-12-18T23:59:59+00:00" generated_at: "2026-06-07T11:16:20.544895+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Miromatrix acquisition by United Therapeutics completed; stockholders receive $3.25/sh + CVR ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-126893 - form_type: 8-K - cik: 0001527096 - company_name: Miromatrix Medical Inc. - filed_at: 2023-12-18T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/tm2332683d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-126893 - JSON: https://secwatch.observer/filing/0001104659-23-126893.json - Plain text: https://secwatch.observer/filing/0001104659-23-126893.txt ## Key facts - Executive change 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 source text: Paul Mahon (Executive Vice President, General Counsel, and Corporate Secretary) 60 See Schedule I to the Offer to Purchase for additional information. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Lisa Wipperman Heine resigned as Director at Miromatrix Medical Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Jeffrey Ross changed role as President at Miromatrix Medical Inc.. - Action: changed role - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change James Edgemond was appointed as Chief Financial Officer and Treasurer at Miromatrix Medical Inc.. - Action: appointed - Role: Chief Financial Officer and Treasurer source text: James Edgemond (Chief Financial Officer and Treasurer) 56 See Schedule I to the Offer to Purchase for additional information. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Peter Maag resigned as Director at Miromatrix Medical Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Jeffrey Ross resigned as Director at Miromatrix Medical Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change John Erb resigned as Director at Miromatrix Medical Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Paul Buckman resigned as Director at Miromatrix Medical Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Paul Mahon was appointed as Director at Miromatrix Medical Inc.. - Action: appointed - Role: Director source text: James Edgemond and Paul Mahon became the directors of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Michael Benkowitz was appointed as Chief Operating Officer at Miromatrix Medical Inc.. - Action: appointed - Role: Chief Operating Officer source text: Michael Benkowitz (Chief Operating Officer) 52 See Schedule I to the Offer to Purchase for additional information. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change James Edgemond was appointed as Director at Miromatrix Medical Inc.. - Action: appointed - Role: Director source text: James Edgemond and Paul Mahon became the directors of the Company, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change William Burke resigned as Director at Miromatrix Medical Inc.. - Action: resigned - Role: Director source text: 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), evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Executive change Martine Rothblatt was appointed as Chief Executive Officer at Miromatrix Medical Inc.. - Action: appointed - Role: Chief Executive Officer source text: Martine Rothblatt (Chief Executive Officer) 69 See Schedule I to the Offer to Purchase for additional information. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Governance Changes Miromatrix Medical Inc.: Amended and restated bylaws were amended and restated in their entirety effective as of the Effective Time. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm - M&A Transactions 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 source text: “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 evidence_url: https://www.sec.gov/Archives/edgar/data/1527096/000110465923126893/0001104659-23-126893-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.