SEC Form SC 14D9/A filed by Miromatrix Medical Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Miromatrix Medical Inc.

(Name of Subject Company)

Miromatrix Medical Inc.

(Name of Persons Filing Statement)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

60471P108

(CUSIP Number of Class of Securities)

Jeff Ross
Chief Executive Officer
6455 Flying Cloud Drive, Suite 107
Eden Prairie, MN 55344

(952) 942-6000

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Steven C. Kennedy

Michael A. Stanchfield

Brandon C. Mason

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

(612) 766-7000

This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Miromatrix Medical Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023 (as amended or supplemented from time to time, the “Recommendation Statement”), relating to the tender offer by Morpheus Subsidiary Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of United Therapeutics Corporation (“Parent”), a Delaware public benefit corporation, to purchase all of the outstanding shares of common stock of the Company, par value $0.00001 per share (the “Shares”), for (a) $3.25 per Share in cash, plus (b) one contractual contingent value right per Share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement of a specified milestone on or prior to December 31, 2025, upon the terms and subject to the conditions set forth in the offer to purchase, dated as of November 13, 2023 (the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, as each may be amended, supplemented or otherwise modified from time to time, collectively constitute the “Offer”).

Capitalized terms used in this Amendment but not defined herein shall have the respective meanings given to such terms in the Recommendation Statement. The information set forth in the Recommendation Statement remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein.

Item 8. Additional Information.

Item 8 of the Recommendation Statement is hereby amended and supplemented by adding the following new subsection immediately following the final subsection entitled “—(g) Annual and Quarterly Reports.”:

“(h) Final Results of the Offer and Expected Completion of the Merger.

The Offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023 (such date and time, the “Expiration Date”). Continental Stock Transfer & Trust Company, in its capacity as Paying Agent for the Offer, advised that, as of the Expiration Date, a total of 22,876,102 Shares were validly tendered and “received” (as defined in Section 251(h) of the DGCL) by the Paying Agent and not validly withdrawn pursuant to the Offer, which Shares, together with all other Shares beneficially owned by Purchaser and its affiliates, represent approximately 83.43% of the Shares outstanding as of the Expiration Date. As of the Expiration Date, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer, together with all other Shares beneficially owned by Purchaser and its affiliates, satisfied the Minimum Condition. After the expiration of the Offer, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Purchaser will promptly pay for all such Shares.

As the final step of the acquisition process, Parent expects to complete its acquisition of the Company by consummating the Merger on December 13, 2023, in accordance with Section 251(h) of the DGCL, without a vote of the Company’s stockholders. At the Effective Time, Purchaser will be merged with and into the Company, the separate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation and a wholly owned subsidiary of Parent. Each issued and outstanding Share immediately before the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) will be converted into the right to receive the Offer Consideration from Purchaser.

As a result of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Capital Market. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and to suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

On December 12, 2023, Parent and the Company issued a joint press release announcing the expiration and results of the Offer. The full text of the press release is included as Exhibit (a)(5)(D) hereto and is incorporated herein by reference.”

Item 9. Exhibits.

Item 9 of the Recommendation Statement is hereby amended by adding the following exhibit.

SIGNATURE

After due 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.