Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Grants and Exercises of Stock Options
−Removed: During the three months ended September 30, 2021, we granted to new employees stock options to purchase an aggregate of 160,800 shares of our common stock, with an exercise price of $27.87 per share, as an inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4) and pursuant to the TransMedics Group Inc.
−Removed: Inducement Plan (the “Inducement Plan”).
−Removed: No shares of common stock have been issued upon the exercise of stock options pursuant to the Inducement Plan.
−Removed: The issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
−Removed: The recipients either received adequate information about us or had access, through other relationships, to such information.
Use of Proceeds
−Removed: 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.
−Removed: The aggregate offering price of the IPO was $104.7 million.
−Removed: 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.
+Added: We completed our IPO pursuant to a registration statement on Form S-1 (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.
−Removed: 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.
−Removed: 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.
−Removed: As of September 30, 2021, we have used approximately $70.2 million of net offering proceeds primarily for commercialization of OCS Lung, research and development, and general corporate purposes.
−Removed: We are holding a significant portion of the remaining net proceeds in money market funds, U.S.
−Removed: Treasury securities and U.S.
−Removed: government agency bonds.
+Added: The net offering proceeds to us, after deducting underwriting discounts and commissions and other offering expenses, were $91.4 million.
+Added: None of the net proceeds were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors as compensation for board or board committee service.
+Added: As of March 31, 2022, we estimate that we used all of the net proceeds from our IPO for commercialization of our OCS products, research and development, and general corporate purposes.
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.
−Removed: TransMedics Group, Inc.
−Removed: Inducement Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38891) filed with the SEC on August 9, 2021)
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
15 unchanged sentences
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.
−Removed: November 9, 2021
TRANSMEDICS GROUP, INC.
4 unchanged sentences
(Principal Executive Officer)
−Removed: November 9, 2021
/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.