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): November 9, 2023
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) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (978) 552-0900
(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:
| ☐ | 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 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 1.01. | Entry into a Material Definitive Agreement. |
On November 9, 2023, TransMedics Group, Inc. (the “Company”) entered into a third amendment to the credit agreement (the “Third Amendment”), which amends that certain credit agreement, dated as of July 25, 2022 (as amended by the First Amendment to Credit Agreement, dated as of May 8, 2023, as further amended by the Second Amendment to Credit Agreement, dated as of June 23, 2023, the “Credit Agreement”), with Canadian Imperial Bank of Commerce (“CIBC”), which, among other items, permits the Company to make acquisitions of equity or assets of another entity, subject to the conditions under the Third Amendment, without further consent of CIBC, for cash consideration in a maximum aggregate amount for all such acquisitions of $300.0 million. Additionally, pursuant to the Third Amendment, aircraft and related assets are designated as excluded assets under the Guarantee and Collateral Agreement.
The foregoing summary description of the Third Amendment is qualified in its entirety by reference to the complete text of the Third Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed in a Current Report on Form 8-K filed by the Company on September 5, 2023, a Current Report on Form 8-K filed by the Company on September 12, 2023 and a Current Report on Form 8-K filed by the Company on September 22, 2023 (together, the “Prior Reports”), TransMedics, Inc. (the “Buyer”), a Delaware corporation and wholly-owned subsidiary of the Company, acquired eight fixed-wing aircraft (collectively, the “Prior Acquisitions”) as more specifically described in the Prior Reports.
Subsequently, on November 9, 2023, the Buyer acquired a fixed-wing aircraft from Hurricane Express Logistics, Inc. for a purchase price of approximately $12.9 million (together with the Prior Acquisitions, the “Acquisitions”). The Company intends to use each of the nine aircraft it has acquired to date to transport donor organs as part of the services offered under the Company’s National OCS Program, and for purposes of this Current Report on Form 8-K the Company considers the Acquisitions to be a series of related transactions with respect to the acquisition of a fleet of aircraft for use in the Company’s National OCS Program.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Third Amendment to Credit Agreement, dated as of November 9, 2023, by and among TransMedics Group, Inc., the lenders party thereto and Canadian Imperial Bank of Commerce, as administrative agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| TRANSMEDICS GROUP, INC. | ||||||
| Date: November 13, 2023 | By: | /s/ Stephen Gordon | ||||
| Name: | Stephen Gordon | |||||
| Title: | Chief Financial Officer and Treasurer | |||||