What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-08-07 compared with 2020-05-06 · 20 added, 33 removed, 30 unchanged (64% of the section changed)

1 unchanged sentence

Use of Proceeds

May 6, 2019, we completed the IPO of our common stock pursuant to which we issued and sold 6,543,500 shares of our common stock, inclusive of 853,500 shares we sold pursuant to the full exercise of the underwriters option to purchase

additional shares, at a price to the public of $16.00 per share.

On May 6, 2019, we completed the IPO of our common stock pursuant to which we issued and sold 6,543,500 shares of our common stock, inclusive of 853,500 shares we sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $16.00 per share.

The aggregate offering price of the IPO was $104.7 million.

offer and sale of all of the shares of our common stock in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1, as

amended (File No.

333-230736), which was declared effective by the SEC on May 1, 2019 and a registration statement on

Form S-1MEF (File No.

The offer and sale of all of the shares of our common stock in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No.

333-230736), which was declared effective by the SEC on May 1, 2019 and a registration statement on Form S-1MEF (File No.

333-231166), which was automatically effective upon filing with the SEC on May 1, 2019.

We received aggregate gross proceeds from our IPO of $104.7 million, or aggregate net proceeds of $91.4 million after deducting

underwriting discounts and commissions as well as other offering costs of $6.0 million.

None of the underwriting discounts and commissions or offering expenses were incurred or paid, directly or indirectly, to directors or officers of ours or

their associates or to persons owning 10% or more of our common stock or to any of our affiliates.

As of March 31, 2020, we have

used approximately $24.8 million of net offering proceeds primarily for commercialization of OCS Lung, research and development, and general corporate purposes.

We are holding a significant portion of the remaining net proceeds in money market

We received aggregate gross proceeds from our IPO of $104.7 million, or aggregate net proceeds of $91.4 million after deducting underwriting discounts and commissions as well as other offering costs of $6.0 million.

None of the underwriting discounts and commissions or offering expenses were incurred or paid, directly or indirectly, to directors or officers of ours or their associates or to persons owning 10% or more of our common stock or to any of our affiliates.

As of June 30, 2020, we have used approximately $33.7 million of net offering proceeds primarily for commercialization of OCS Lung, research and development, and general corporate purposes.

We are holding a significant portion of the remaining net proceeds in money market funds, U.S.

Treasury securities and U.S.

government agency bonds.

There has been no material change in our planned use of the net proceeds from the IPO as described in the final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act,

with the SEC, on May 2, 2019.

Omnibus Amendment #1 to Lease Agreement, dated January

9, 2020, by and among the Company, Whetstone 200 Minuteman Park, LLC and Whetstone 30 Minuteman Park, LLC (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K (File No.

001-38891) filed with the SEC on January 15, 2020)

Amendment to Credit Agreement, dated as of February

27, 2020, by and among by and among TransMedics, Inc., TransMedics Group, Inc., TransMedics, B.V., and Orbimed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K (File

001-38891) filed with the SEC on February 28, 2020)

There has been no m aterial change in our planned use of the net proceeds from the IPO as described in the final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act, with the SEC, on May 2, 2019 .

Omnibus Amendment #2 to Lease, dated as of June 1, 2020, by and among the Company and Whetstone 200 Minuteman Park, LLC and Whetstone 30 Minuteman Park, LLC

Promissory Note, dated as of April 20, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38891) filed with the SEC on April 24, 2020)

Second Amendment to Credit Agreement, dated as of April

23, 2020, by and among by and among TransMedics, Inc., TransMedics Group, Inc., TransMedics, B.V., and Orbimed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.2 to the Registrants Form 8-K (File

Second Amendment to Credit Agreement, dated as of April 23, 2020, by and among by and among TransMedics, Inc., TransMedics Group, Inc., TransMedics, B.V., and Orbimed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No.

001-38891) filed with the SEC on April 24, 2020)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule

15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule

15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Amendment to Executive Retention Agreement, dated as of April 10, 2020, by and between TransMedics, Inc.

and Stephen Gordon (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38891) filed with the SEC on April 13, 2020)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

9 unchanged sentences

Filed herewith

This certification will not be deemed filed for purposes of Section 18 of the Exchange Act, or

otherwise subject to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically

incorporated by reference into such filing.

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.

This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

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.

August 7, 2020

TRANSMEDICS GROUP, INC.

4 unchanged sentences

(Principal Executive Officer)

August 7, 2020

/s/ Stephen Gordon

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities