UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2022
TransMedics Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
Massachusetts | 001-38891 | 83-2181531 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
200 Minuteman Road
Andover, Massachusetts 01810
(Address of Principal Executive Offices, and Zip Code)
(978) 552-0900
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
Common Stock, no par value per share | TMDX | The Nasdaq Stock Market LLC (The Nasdaq Global Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events |
On August 4, 2022, TransMedics Group, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to the underwritten offering of 3,250,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Offering”). The Underwriters have agreed to purchase the Shares pursuant to the Underwriting Agreement at a price of $37.60 per share. In addition, the Company granted the Underwriters an option to purchase, at the public offering price less any underwriting discounts and commissions, an additional 487,500 shares of Common Stock, exercisable for 30 days from the date of the Underwriting Agreement, which the Underwriters exercised in full on August 5, 2022.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-266493), including the prospectus dated August 3, 2022, as supplemented by the prospectus supplement dated August 4, 2022. The closing of the Offering is expected to take place on or about August 9, 2022, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.
Ropes & Gray, LLP, counsel to the Company, has issued an opinion to the Company, August 8, 2022, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
1.1 | Underwriting Agreement, dated August 5, 2022, by and among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named in Schedule I thereto | |
5.1 | Opinion of Ropes & Gray LLP | |
23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1 above) | |
104 | The cover page from this Current Report on Form 8-K of TransMedics Group, Inc., formatted in Inline XBRL and included as Exhibit 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TransMedics Group, Inc. | ||||||
Date: August 8, 2022 | By: | /s/ Stephen Gordon | ||||
Stephen Gordon | ||||||
Chief Financial Officer, Treasurer and Secretary |