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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 1, 2023

Miromatrix Medical Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40518

27-1285782

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

6455 Flying Cloud Drive, Suite 107

Eden Prairie, MN 55344

(Address of principal executive offices, including zip code)

(952) 942-6000

(Registrant’s telephone number, including area code)

Not Applicable

(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 or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, $0.00001 par value per share

MIRO

The Nasdaq Stock Market LLC

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 5.07

Submission of Matters to a Vote of Security Holders.

Miromatrix Medical Inc. (the “Company”) held its annual meeting of stockholders on June 1, 2023 (the “Annual Meeting”). The final voting results on each of the matters presented to stockholders for a vote are set forth below.

1.The two nominees to the Board of Directors of the Company were elected, each for a three-year term, based upon the following votes:

Number of Votes

Broker

Director Nominee

For

Withheld

Non-Votes

William Burke

12,481,824

1,028,462

5,378,999

John Erb

12,588,806

921,480

5,378,999

2.The proposal to ratify the selection of Baker Tilly US, LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, 2023 was approved based upon the following votes:

Number of Votes

For

Against

Abstain

17,977,349

909,281

2,655

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.

Dated: June 2, 2023

Miromatrix Medical Inc.

By:

/s/ James Douglas

James Douglas

Chief Financial Officer