SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT
UNDER
SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)

MIROMATRIX MEDICAL INC.

(Name of Subject Company — Issuer)

MORPHEUS SUBSIDIARY INC.

a wholly owned subsidiary of

UNITED THERAPEUTICS CORPORATION

(Names of Filing Persons — Offerors)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

60471P108

(CUSIP Number of Class of Securities)

John S. Hess, Jr., Esq.

Executive Vice President and Deputy General Counsel

United Therapeutics Corporation

1735 Connecticut Avenue, N.W.

Washington, D.C. 20009

(202) 483-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
Stephen I. Glover, Esq.

Alexander L. Orr, Esq.

Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, D.C. 20036

(202) 955-8500

¨         Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x       Third-party tender offer subject to Rule 14d-1.

¨        Issuer tender offer subject to Rule 13e-4.

¨        Going-private transaction subject to Rule 13e-3.

¨        Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨        Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨        Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 13, 2023 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by Morpheus Subsidiary Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of United Therapeutics Corporation, a Delaware public benefit corporation (“Parent”), and Parent. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.00001 per share (the “Shares”), of Miromatrix Medical Inc., a Delaware corporation (the “Company”), in exchange for (i) $3.25 per Share in cash, plus (ii) one contractual contingent value right per Share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement of a specified milestone on or prior to December 31, 2025, subject to and in accordance with the terms of a contingent value rights agreement entered into with Continental Stock Transfer & Trust Company, in each case without interest and subject to deduction for any required tax withholding, on the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO or, if not defined in the Schedule TO, the Offer to Purchase.

Items 1 through 9; and Item 11

The disclosure in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

“The Offer and related withdrawal rights expired at one minute after 11:59 p.m., New York City time, on December 11, 2023 (such date and time, the “Expiration Date”). The Paying Agent has advised that, as of the Expiration Date, 22,876,102 Shares had been validly tendered in the Offer and “received” (as defined in Section 251(h) of the DGCL) by the Paying Agent and not validly withdrawn, representing approximately 83.43% of the Shares outstanding as of such time. Accordingly, the Minimum Condition has been satisfied. Purchaser has accepted and has stated that it will pay for such Shares as soon as practicable after the Expiration Date in accordance with the terms of the Offer.

As the final step of the acquisition process, Parent expects to complete its acquisition of the Company by consummating the Merger on December 13, 2023, in accordance with Section 251(h) of the DGCL, without a vote of the Company’s stockholders. At the Effective Time, Purchaser will be merged with and into the Company, the separate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation and a wholly owned subsidiary of Parent. Each issued and outstanding Share immediately before the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) will be converted into the right to receive the Offer Consideration, without interest and less any required tax withholding, from Purchaser.

As a result of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Capital Market. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and to suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

On December 12, 2023, Parent and the Company issued a joint press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(5)(D)	Joint Press Release issued on December 12, 2023.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

MORPHEUS SUBSIDIARY INC.
By:	/s/ John S. Hess, Jr.
Name:	John S. Hess, Jr.
Title:	Executive Vice President, Deputy General Counsel, and Assistant Corporate Secretary

UNITED THERAPEUTICS CORPORATION
By:	/s/ John S. Hess, Jr.
Name:	John S. Hess, Jr.
Title:	Executive Vice President, Deputy General Counsel, and Assistant Corporate Secretary

Date: December 12, 2023

EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

For Immediate Release

United Therapeutics and Miromatrix Medical 

Announce Successful Tender Offer

SILVER SPRING, Md., RESEARCH TRIANGLE PARK, N.C., and EDEN PRAIRIE, Minn., December 12, 2023 -- United Therapeutics Corporation (Nasdaq: UTHR) and Miromatrix Medical Inc. (Nasdaq: MIRO) announced today the results of the previously announced tender offer by Morpheus Subsidiary Inc. (“Merger Sub”), a wholly owned subsidiary of United Therapeutics, to acquire all outstanding shares of Miromatrix for a purchase price of $3.25 per share in cash at closing and an additional $1.75 per share in cash upon the achievement of a clinical development milestone related to Miromatrix’s development-stage, fully-implantable manufactured kidney product known as mirokidney™ by December 31, 2025.

The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023. Continental Stock Transfer & Trust Company, the depositary and paying agent for the tender offer, has indicated that, as of the expiration, shares representing more than a majority of the issued and outstanding Miromatrix common stock were validly tendered and received, and not validly withdrawn. Merger Sub expects to accept for purchase all shares validly tendered and not validly withdrawn in the tender offer and to promptly pay for such shares in accordance with the terms of the offer.

As previously announced, Merger Sub will be merged with and into Miromatrix without the need for a vote of Miromatrix’s stockholders. As a result of the merger, all shares of Miromatrix common stock that were not validly tendered will be converted into the right to receive the consideration paid in the tender offer (other than shares held by stockholders who properly exercise appraisal rights). After the merger, Miromatrix will be a wholly owned subsidiary of United Therapeutics, shares of Miromatrix common stock will cease to be traded on Nasdaq, and United Therapeutics intends promptly to cause such shares to be delisted. The parties expect to complete the merger on Wednesday, December 13, 2023.

Gibson, Dunn & Crutcher LLP is acting as legal counsel for United Therapeutics. For Miromatrix, Piper Sandler is acting as lead financial advisor and Faegre Drinker Biddle & Reath LLP as legal counsel. Craig-Hallum Capital Group LLC also acted as financial advisor to Miromatrix.

United Therapeutics: Enabling Inspiration

At United Therapeutics, our vision and mission are one. We use our enthusiasm, creativity, and persistence to innovate for the unmet medical needs of our patients and to benefit our other stakeholders. We are bold and unconventional. We have fun; we do good. We are the first publicly traded biotech or pharmaceutical company to take the form of a public benefit corporation. Our public benefit purpose is to provide a brighter future for patients through the development of novel pharmaceutical therapies; and technologies that expand the availability of transplantable organs.

You can learn more about what it means to be a PBC here: unither.com/pbc.

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About Miromatrix Medical

Miromatrix is a life sciences company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients’ lives. Miromatrix has developed a proprietary perfusion technology platform for bioengineering organs that it believes will efficiently scale to address the shortage of available human organs. Miromatrix’s initial development focus is on bioengineered human livers and kidneys.

Forward-looking Statements

United Therapeutics and Miromatrix are providing this information as of December 12, 2023 and undertake no obligation to update or revise the information contained in this press release whether as a result of new information, future events or any other reason. Statements included in this press release that are not historical in nature are forward-looking statements, including, but not limited to, statements related to: the acceptance of and payment for shares validly tendered in the tender offer; the timing of the merger of Merger Sub and Miromatrix; United Therapeutics’ plan to innovate for the unmet medical needs of its patients and to benefit its other stakeholders, and its plan to provide a brighter future for patients through the development of novel pharmaceutical therapies and technologies that expand the availability of transplantable organs; and the ability of Miromatrix’s technology platform to address the availability of organs for patients in need. Forward-looking statements are based on United Therapeutics or Miromatrix management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future events and results and are not statements of fact, actual events and results may differ materially from those projected. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the ability of United Therapeutics to successfully integrate Miromatrix’s operations and technology; future research and development results, including preclinical and clinical trial results; the timing or outcome of FDA approvals or actions, if any; and other risks and uncertainties, such as those described in periodic and other reports filed by United Therapeutics and Miromatrix with the Securities and Exchange Commission, including their respective most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

MIROKIDNEY is a registered trademark of Miromatrix Medical Inc.

For Further Information Contact:

United Therapeutics:   Dewey Steadman
Phone: (202) 919-4097
https://ir.unither.com/contact-uthr/ Miromatrix Investors:   Greg Chodaczek
Phone: (347) 620-7010
E-mail: ir@miromatrix.com Miromatrix Media:   Christina Campbell
Phone: (612) 924-3793
christina@media-minefield.com  

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