SEC Form SC 13G/A filed by Miromatrix Medical Inc. (Amendment)
$MIRO
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Miromatrix Medical Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
60471P108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) | |||||||
| ☑ | Rule 13d-1(c) | |||||||
| ☐ | Rule 13d-1(d) | |||||||
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 8 Pages
Exhibit Index: Page 7
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SCHEDULE 13G
CUSIP: 60471P108 Page 2 of 8 Pages
| 1. | Names of Reporting Persons Cheshire MD Holdings, LLC | ||||||||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | ||||||||||
| 3. | SEC Use Only | ||||||||||
| 4. | Citizenship or Place of Organization Delaware | ||||||||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power 0 | |||||||||
| 6. | Shared Voting Power 0 | ||||||||||
| 7. | Sole Dispositive Power 0 | ||||||||||
| 8. | Shared Dispositive Power 0 | ||||||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | ||||||||||
| 11. | Percent of Class Represented By Amount in Row (9) 0% | ||||||||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||||||||
(1) See Item 4 below. This constitutes an exit filing for the Reporting Person.
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SCHEDULE 13G
CUSIP: 60471P108 Page 3 of 8 Pages
| 1. | Names of Reporting Persons DaVita Inc. | ||||||||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | ||||||||||
| 3. | SEC Use Only | ||||||||||
| 4. | Citizenship or Place of Organization Delaware | ||||||||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power 0 | |||||||||
| 6. | Shared Voting Power 0 | ||||||||||
| 7. | Sole Dispositive Power 0 | ||||||||||
| 8. | Shared Dispositive Power 0 | ||||||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | ||||||||||
| 11. | Percent of Class Represented By Amount in Row (9) 0% | ||||||||||
| 12. | Type of Reporting Person (See Instructions) CO, HC | ||||||||||
(1) See Item 4 below. This constitutes an exit filing for the Reporting Person.
3
SCHEDULE 13G
Page 4 of 8 Pages
Explanatory Note: This Amendment is being filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of common stock of the “Issuer”. This Amendment constitutes an exit filing for the Reporting Persons. | |||||
| Item 1(a) | Name of Issuer Miromatrix Medical Inc. | ||||
| Item 1(b) | Address of the Issuer’s Principal Executive Offices 6455 Flying Cloud Drive, Suite 107 Eden Prairie, MN 55344 | ||||
| Item 2(a) | Names of Persons Filing This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): (i)Cheshire MD Holdings, LLC (“Cheshire”), and (ii)DaVita Inc. (“DaVita”) This statement relates to shares of Common Stock (as defined herein) held directly by Cheshire. As a result of DaVita’s ownership interest in Cheshire, DaVita may be deemed to indirectly beneficially own the shares of Common Stock directly beneficially owned by Cheshire. | ||||
| Item 2(b) | Address of the Principal Business Office, or if none, Residence c/o DaVita Inc. 2000 16th Street Denver, CO 80202 | ||||
| Item 2(c) | Citizenship (i)Cheshire is a Delaware limited liability company (ii)DaVita is a Delaware corporation | ||||
| Item 2(d) | Title of Class of Securities Common Stock, par value $0.00001 per share (“Common Stock”) | ||||
| Item 2(e) | CUSIP Number 60471P108 | ||||
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||||
Not Applicable | |||||
| Item 4 | Ownership | ||||
| Item 4(a) | Amount Beneficially Owned: As of December 31, 2023, the Reporting Persons did not beneficially own any shares of the Issuer’s Common Stock. Accordingly this Schedule 13G/A constitutes an exit filing for the Reporting Persons. | ||||
| Item 4(b) | Percent of Class: As of December 31, 2023, each of the Reporting Persons may be deemed the beneficial owner of 0.0% of the shares of Common Stock outstanding. | ||||
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SCHEDULE 13G
Page 5 of 8 Pages
| Item 4(c) | Number of Shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 0 | ||||
| Item 5 | Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒. | ||||
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person Not Applicable. | ||||
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not Applicable. | ||||
| Item 8 | Identification and Classification of Members of the Group Not Applicable. | ||||
| Item 9 | Notice of Dissolution of Group Not Applicable. | ||||
| Item 10 | Certification Not Applicable. | ||||
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SCHEDULE 13G
Page 6 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| CHESHIRE MD HOLDINGS, LLC | |||||
| By: | /s/ Steve Phillips | ||||
| Name: | Steve Phillips | ||||
| Title: | Vice President | ||||
| DAVITA INC. | |||||
| By: | /s/ Stephanie Berberich | ||||
| Name: | Stephanie Berberich | ||||
| Title: | Assistant Secretary | ||||
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SCHEDULE 13G
Page 7 of 8 Pages
EXHIBIT INDEX
| Ex. | Page No. | ||||
| Joint Filing Agreement | 8 | |||||||
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SCHEDULE 13G
Page 8 of 8 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock, par value $0.00001 per share, of Miromatrix Medical Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2024.
| CHESHIRE MD HOLDINGS, LLC | |||||
| By: | /s/ Steve Phillips | ||||
| Name: | Steve Phillips | ||||
| Title: | Vice President | ||||
| DAVITA INC. | |||||
| By: | /s/ Stephanie Berberich | ||||
| Name: | Stephanie Berberich | ||||
| Title: | Assistant Secretary | ||||
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