0001104659-23-125967.txt : 20231214 0001104659-23-125967.hdr.sgml : 20231214 20231214140609 ACCESSION NUMBER: 0001104659-23-125967 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231212 FILED AS OF DATE: 20231214 DATE AS OF CHANGE: 20231214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UNITED THERAPEUTICS Corp CENTRAL INDEX KEY: 0001082554 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40518 FILM NUMBER: 231486572 BUSINESS ADDRESS: STREET 1: 1000 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 3016089292 MAIL ADDRESS: STREET 1: 1000 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 FORMER NAME: FORMER CONFORMED NAME: UNITED THERAPEUTICS CORP DATE OF NAME CHANGE: 19990324 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Miromatrix Medical Inc. CENTRAL INDEX KEY: 0001527096 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 271285782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6455 FLYING CLOUD DRIVE STREET 2: SUITE 107 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: (612)202-7026 MAIL ADDRESS: STREET 1: 6455 FLYING CLOUD DRIVE STREET 2: SUITE 107 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 3 1 tm2332909-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-12-12 0 0001527096 Miromatrix Medical Inc. MIRO 0001082554 UNITED THERAPEUTICS Corp 1000 SPRING STREET SILVER SPRING MD 20910 0 0 1 0 Common Stock 27419228 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 29, 2023 (the "Merger Agreement"), by and among United Therapeutics Corporation (the "Reporting Person"), a Delaware public benefit corporation, Morpheus Subsidiary Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person, and Miromatrix Medical Inc., a Delaware corporation (the "Issuer"), Purchaser conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.00001 per share ("Common Stock") of the Issuer, 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, in each case, without interest and less any required withholding taxes (collectively, the "Offer Consideration"). The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023, at which time 22,876,102 shares of Common Stock were validly tendered and "received" (as defined in Section 251(h) of the Delaware General Corporation Law (the "DGCL")) by the Paying Agent and not validly withdrawn pursuant to the Offer. On December 12, 2023, Purchaser accepted for payment all such shares. On December 13, 2023, Purchaser merged with and into the Issuer, pursuant to Section 251(h) of the DGCL, with the Issuer surviving as a wholly owned subsidiary of the Reporting Person (the "Merger"). In the Merger, (i) each share of Common Stock (other than shares held in the treasury of the Issuer and shares irrevocably accepted for purchase pursuant to the Offer) was converted into the right to receive the Offer Consideration and (ii) the one share of common stock of Purchaser issued and outstanding immediately before the Merger was automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Issuer. /s/ John S. Hess, Jr., Executive Vice President, Deputy General Counsel, and Assistant Corporate Secretary 2023-12-14