UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 May 8, 2023, we entered into an amendment to the credit agreement (the “Amendment”), which amends that certain credit agreement dated as of July 25, 2022 (the “Credit Agreement”), with Canadian Imperial Bank of Commerce, which among other items, amended certain covenants and other provisions under the Credit Agreement to enable the issuance of our 1.50% Convertible Senior Notes due 2028 and to permit us to enter into privately negotiated capped call transactions, subject to the terms and conditions under the Amendment.
The foregoing summary description of the 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 | First Amendment to Credit Agreement, dated as of May 8, 2023, by and among TransMedics Group, Inc., the lender 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: May 9, 2023 | By: | /s/ Stephen Gordon | ||||
| Name: | Stephen Gordon | |||||
| Title: | Chief Financial Officer, Treasurer and Secretary | |||||