Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2022 (the “Effective Date”), upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of Miromatrix Medical Inc., a Delaware corporation (the “Company”), the Company increased the size of the Board to six members. Upon the recommendation of the Nominating Committee, the Board appointed Ms. Lisa Wipperman Heine to fill a newly created vacancy on the Board and to serve on the Board as a Class I director until she is up for re-election at the Company’s next annual meeting of stockholders, and until her successors have been duly elected and qualified, or until her earlier death, resignation or removal. Upon the recommendation of the Nominating Committee, the Board appointed Mr. William Burke to fill a newly created vacancy on the Board and to serve on the Board as a Class II director until he is up for re-election at the Company’s 2022 annual meeting of stockholders, and until his successors have been duly elected and qualified, or until his earlier death, resignation or removal. The Board appointed Ms. Heine to the Audit Committee and Compensation Committee of the Company. The Board appointed Mr. Burke to the Audit Committee and the Nominating Committee of the Company.
There are no arrangements or understandings between Ms. Heine or Mr. Burke and any other persons pursuant to which either was selected as a director. The Board has determined that Ms. Heine and Mr. Burke each qualify as independent directors under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Ms. Heine or Mr. Burke that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Each of Ms. Heine and Mr. Burke will receive an annual cash retainer of $50,000 for service on the Board, which shall be prorated based on the percentage of the year until the next annual meeting. Each of Ms. Heine and Mr. Burke were granted an initial Restricted Stock Unit award having a target equity value of $150,000 (the “Initial RSU Awards”). The Initial RSU Awards will vest one-third on the first anniversary of the date of grant with the remaining amounts vesting thereafter quarterly over eight quarters, subject to continued service through each vesting date. In addition, each of Ms. Heine and Mr. Burke were granted a prorated Restricted Stock Unit award having a target equity value of $20,833 (the “Annual RSU Awards”), subject to their continued service through the vesting date. Annual RSU Awards will vest in full on the earlier of one year after the date of grant or the date of the next year’s annual meeting of stockholders, subject to their continued service through the vesting date.
In connection with the aforementioned appointment to the Board, the Company will enter into its standard indemnification agreement with Ms. Heine and Mr. Burke, which form indemnification agreement is filed as Exhibit 10.28 to the Company’s Registration Statement dated May 28, 2021 on Form S-1 (333-256649) filed with the SEC.
Item 7.01Regulation FD Disclosure.
On January 5, 2022, Miromatrix Medical Inc. (the “Company”) issued a press release announcing the appointment of Ms. Heine and Mr. Burke to the Board. The text of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
The information contained in this item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01Financial Statements and Exhibits.
