0001415889-23-016386.txt : 20231213 0001415889-23-016386.hdr.sgml : 20231213 20231213165118 ACCESSION NUMBER: 0001415889-23-016386 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231212 FILED AS OF DATE: 20231213 DATE AS OF CHANGE: 20231213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heine Lisa Wipperman CENTRAL INDEX KEY: 0001703985 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40518 FILM NUMBER: 231484617 MAIL ADDRESS: STREET 1: 1244 76TH STREET WEST CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 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 4 1 form4-12132023_091212.xml X0508 4 2023-12-12 1 0001527096 Miromatrix Medical Inc. MIRO 0001703985 Heine Lisa Wipperman 6455 FLYING CLOUD DRIVE SUITE 107 EDEN PRAIRIE MN 55344 true false false false 0 Common Stock 2023-12-12 4 U 0 66943 D 67413 D Common Stock 2023-12-13 4 D 0 67413 D 0 D Shares tendered and accepted pursuant to the terms of an offer conducted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, United Therapeutics Corporation ("Parent") and Morpheus Subsidiary Inc., dated as of October 29, 2023, for consideration consisting of (i) $3.25 per share, payable in cash, without interest and less any required withholding taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR"). Each CVR entitles the reporting person to potentially receive contingent payments of up to an aggregate of $1.75 per CVR, without interest and less any required withholding taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement"), dated as of December 12, 2023, by and between Parent and Continental Stock Transfer & Trust Company. Previously unvested restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's common stock. In connection with the closing under the Merger Agreement, each outstanding RSU award was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to the RSU award multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such RSU award. /s/ Steven C. Kennedy, Attorney-in-Fact 2023-12-13