false 0001756262 0001756262 2023-06-23 2023-06-23

 

 

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): June 23, 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

Symbol(s)

 

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 June 23, 2023, TransMedics Group, Inc. (the “Company”) entered into a second amendment to the credit agreement (the “Second 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, 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 Second Amendment, including, without futher consent of CIBC, a maximum of $50 million for the cash consideration payable in connection with an individual acquisition and a maximum of $150 million for the total cash consideration payable for all acquisitions made by the Company. Additionally, pursuant to the Second Amendment, the parties agreed to extend the amortization start date to July 31, 2026 (previously July 31, 2025), on which date the Company is obligated to begin repayment of the term loans under the Credit Agreement in equal monthly installments.

The foregoing summary description of the Second Amendment is qualified in its entirety by reference to the complete text of the 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 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  No.  

   Description
10.1    Second Amendment to Credit Agreement, dated as of June 23, 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: June 29, 2023     By:  

/s/ Stephen Gordon

    Name:   Stephen Gordon
    Title:   Chief Financial Officer and Treasurer