Recent Quotes View Full List My Watchlist Create Watchlist Indicators DJI Nasdaq Composite SPX Gold Crude Oil Hydroworld Market Index Markets Stocks ETFs Tools Overview News Currencies International Treasuries Miromatrix Reports Third Quarter 2023 Results By: Miromatrix Medical Inc. via GlobeNewswire November 14, 2023 at 16:05 PM EST EDEN PRAIRIE, Minn., Nov. 14, 2023 (GLOBE NEWSWIRE) -- Miromatrix Medical Inc. (Nasdaq: MIRO) (the “Company”), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported third quarter 2023 financial results. Due to the Company’s pending proposed transaction with United Therapeutics Corporation (Nasdaq: UTHR) (“United Therapeutics”), the Company’s management has suspended guidance for 2023 and will not hold a conference call to discuss third quarter 2023 results. Third Quarter 2023 Financial Results Unrestricted cash and investments totaled $16.1 million as of September 30, 2023, compared to $20.4 million as of June 30, 2023. Operating loss was $6.6 million and $21.4 million for the three- and nine-month periods ended September 30, 2023, respectively, as compared to $7.8 million and $23.2 million for the three- and nine- month periods ended September 30, 2022, respectively. The decrease in operating loss for comparable periods was primarily attributable to reduced research and development spending. Net loss was $6.5 million and $20.5 million for the three- and nine-month periods ended September 30, 2023, respectively, as compared to $7.6 million and $23.0 million for the three- and nine- month periods ended September 30, 2022, respectively. The decrease in net loss for comparable periods was primarily attributable to reduced research and development spending, in addition to a one-time employee retention credit totaling $0.5 million that was recorded as other income in the first quarter of 2023. Miromatrix Agrees to be Acquired by United Therapeutics Corporation On October 30, 2023, the Company announced that it had entered into a definitive merger agreement with United Therapeutics pursuant to which United Therapeutics would acquire the Company. United Therapeutics has commenced a tender offer to acquire all outstanding shares of the Company for a purchase price of $3.25 per share in cash at closing (an aggregate of approximately $91 million) and an additional $1.75 per share in cash upon the achievement of a clinical development milestone related to the Company’s development-stage, fully-implantable manufactured kidney product known as mirokidney™ by December 31, 2025. The offer will expire one minute after 11:59 p.m., New York City time, on December 11, 2023, unless the offer is otherwise extended or earlier terminated. The Company’s board of directors has unanimously recommended that the stockholders of the Company accept the offer and tender their shares. This transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including the tender of a majority of the outstanding shares of the Company’s common stock. About Miromatrix Miromatrix Medical Inc. is a life sciences company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients' lives. The Company has developed a proprietary perfusion technology platform for bioengineering organs that it believes will efficiently scale to address the shortage of available human organs. The Company's initial development focus is on human livers and kidneys. For more information, visit miromatrix.com. ADDITIONAL INFORMATION REGARDING THE PROPOSED TRANSACTION This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. On November 13, 2023, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, was filed with the Securities and Exchange Commission (the “SEC”), by United Therapeutics Corporation (“United Therapeutics”) and Morpheus Subsidiary Inc., and on November 13, 2023, a Solicitation/Recommendation Statement on Schedule 14D-9 was filed with the SEC by the Company. The offer to purchase shares of the Company’s common stock (the “Offer”) is only made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated, the Information Agent for the tender offer, at (877) 456-3463 (toll free) or by email at info@innisfreema.com. In addition, United Therapeutics and the Company file annual, quarterly and current reports and other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by United Therapeutics may be obtained at no charge on United Therapeutics’ internet website at ir.unither.com or by contacting United Therapeutics at 1000 Spring Street, Silver Spring, MD 20910 or (301) 608-9292. Copies of the documents filed with the SEC by the Company may be obtained at no charge on the Company’s internet website at miromatrix.com or by contacting the Company at 6455 Flying Cloud Drive, Suite 107, Eden Prairie, MN 55344 or (952) 942-6000. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements. All statements other than statements of historical facts are forward looking statements, including statements regarding the expected closing of United Therapeutics’ acquisition of the Company and the Company’s technology and its potential benefits. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "outlook," "guidance," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential," "continue," "remain,” or "on pace" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this press release are only predictions and are based largely on our current business plans, expectations, and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, our history of significant losses, which we expect to continue; our limited history operating as a commercial company; our expectations with respect to the regulatory pathway of our product candidates, our ability to obtain regulatory approvals for such product candidates, and the anticipated effect of delays in obtaining any such regulatory approvals; our expectations with respect to preclinical and clinical trial plans for our product candidates, the results of such activities and the safety and efficacy of our product candidates; our ability to commercialize our product candidates; our ability to compete successfully with larger competitors in our highly competitive industry; our ability to achieve and maintain adequate levels of coverage or reimbursement for any future products we may seek to commercialize; our expectations regarding our manufacturing capabilities; a pandemic, epidemic or outbreak of an infectious disease in the U.S. or worldwide, including the outbreak of the novel strain of coronavirus, COVID-19; product liability claims; our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others; our ability to attract and retain senior management and key scientific personnel; and other important factors that could cause actual results, performance or achievements to differ materially from those expected or projected. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Form 10-K filed with the U.S. Securities and Exchange Commission and any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. MIROMATRIX MEDICAL INC.Condensed Balance Sheets September 30, December 31, 2023 2022 (unaudited) Assets Current assets: Cash and cash equivalents $6,116,084 $5,208,005 Restricted cash 800,100 800,100 Short-term investments 9,945,715 19,989,489 Employee retention credit receivable 70,000 — Receivable from Reprise Biomedical, Inc. 11,176 930,355 Interest receivable 9,433 107,861 Prepaid expenses and other current assets 239,922 274,952 Total current assets 17,192,430 27,310,762 Deferred offering costs — 232,899 Right of use asset 1,517,956 1,673,575 Property and equipment, net 4,710,763 5,545,694 Total assets $23,421,149 $34,762,930 Liabilities and Shareholders' Equity Current liabilities: Current portion of deferred royalties $862,609 $979,167 Accounts payable 1,048,364 1,584,929 Current portion of financing lease obligations 17,281 44,157 Current portion of lease liability 413,650 389,649 Accrued expenses 2,624,031 1,948,376 Total current liabilities 4,965,935 4,946,278 Deferred royalties, net — 491,733 Long-term debt 385,997 385,997 Financing lease obligations, net — 11,689 Lease liability, net 2,406,066 2,720,781 Accrued interest 120,780 99,048 Total liabilities 7,878,778 8,655,526 Commitments and contingencies Shareholders’ equity: Common stock, par value $0.00001; 190,000,000 shares authorized; 27,419,228 issued and outstanding as of September 30, 2023 and 20,944,109 issued and outstanding as of December 31, 2022 274 209 Additional paid-in capital 140,018,271 130,119,106 Accumulated deficit (124,476,174) (104,011,911) Total shareholders’ equity 15,542,371 26,107,404 Total liabilities and shareholders’ equity $23,421,149 $34,762,930 MIROMATRIX MEDICAL INC.Condensed Statements of Operations(Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Licensing revenue $11,176 $12,395 $27,674 $23,115 Cost of goods sold 125,000 125,000 375,000 375,000 Gross loss (113,824) (112,605) (347,326) (351,885) Operating expenses: Research and development 3,506,054 4,574,534 11,519,395 13,569,434 Regulatory and clinical 455,313 381,903 1,259,077 1,156,535 Quality 416,476 634,511 1,515,394 1,592,778 General and administration 2,143,421 2,052,731 6,781,337 6,513,748 Total operating expenses 6,521,264 7,643,679 21,075,203 22,832,495 Operating loss (6,635,088) (7,756,284) (21,422,529) (23,184,380) Other income (expense) Interest income 196,681 143,555 464,820 205,403 Interest expense (15,284) (15,325) (33,697) (35,015) Employee retention credit — — 527,143 — Total other income 181,397 128,230 958,266 170,388 Net loss $(6,453,691) $(7,628,054) $(20,464,263) $(23,013,992) Net loss per share, basic and diluted $(0.24) $(0.37) $(0.80) $(1.11) Weighted average shares used in computing net loss per share, basic and diluted 27,313,881 20,895,513 25,714,215 20,664,494 Investor Contact Greg Chodaczek 347-620-7010 ir@miromatrix.com Media Contact: Christina Campbell 612-924-3793 press@miromatrix.com Data & News supplied by www.cloudquote.io Stock quotes supplied by Barchart Quotes delayed at least 20 minutes. 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Miromatrix Reports Third Quarter 2023 Results By: Miromatrix Medical Inc. via GlobeNewswire November 14, 2023 at 16:05 PM EST EDEN PRAIRIE, Minn., Nov. 14, 2023 (GLOBE NEWSWIRE) -- Miromatrix Medical Inc. (Nasdaq: MIRO) (the “Company”), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported third quarter 2023 financial results. Due to the Company’s pending proposed transaction with United Therapeutics Corporation (Nasdaq: UTHR) (“United Therapeutics”), the Company’s management has suspended guidance for 2023 and will not hold a conference call to discuss third quarter 2023 results. Third Quarter 2023 Financial Results Unrestricted cash and investments totaled $16.1 million as of September 30, 2023, compared to $20.4 million as of June 30, 2023. Operating loss was $6.6 million and $21.4 million for the three- and nine-month periods ended September 30, 2023, respectively, as compared to $7.8 million and $23.2 million for the three- and nine- month periods ended September 30, 2022, respectively. The decrease in operating loss for comparable periods was primarily attributable to reduced research and development spending. Net loss was $6.5 million and $20.5 million for the three- and nine-month periods ended September 30, 2023, respectively, as compared to $7.6 million and $23.0 million for the three- and nine- month periods ended September 30, 2022, respectively. The decrease in net loss for comparable periods was primarily attributable to reduced research and development spending, in addition to a one-time employee retention credit totaling $0.5 million that was recorded as other income in the first quarter of 2023. Miromatrix Agrees to be Acquired by United Therapeutics Corporation On October 30, 2023, the Company announced that it had entered into a definitive merger agreement with United Therapeutics pursuant to which United Therapeutics would acquire the Company. United Therapeutics has commenced a tender offer to acquire all outstanding shares of the Company for a purchase price of $3.25 per share in cash at closing (an aggregate of approximately $91 million) and an additional $1.75 per share in cash upon the achievement of a clinical development milestone related to the Company’s development-stage, fully-implantable manufactured kidney product known as mirokidney™ by December 31, 2025. The offer will expire one minute after 11:59 p.m., New York City time, on December 11, 2023, unless the offer is otherwise extended or earlier terminated. The Company’s board of directors has unanimously recommended that the stockholders of the Company accept the offer and tender their shares. This transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including the tender of a majority of the outstanding shares of the Company’s common stock. About Miromatrix Miromatrix Medical Inc. is a life sciences company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients' lives. The Company has developed a proprietary perfusion technology platform for bioengineering organs that it believes will efficiently scale to address the shortage of available human organs. The Company's initial development focus is on human livers and kidneys. For more information, visit miromatrix.com. ADDITIONAL INFORMATION REGARDING THE PROPOSED TRANSACTION This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. On November 13, 2023, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, was filed with the Securities and Exchange Commission (the “SEC”), by United Therapeutics Corporation (“United Therapeutics”) and Morpheus Subsidiary Inc., and on November 13, 2023, a Solicitation/Recommendation Statement on Schedule 14D-9 was filed with the SEC by the Company. The offer to purchase shares of the Company’s common stock (the “Offer”) is only made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated, the Information Agent for the tender offer, at (877) 456-3463 (toll free) or by email at info@innisfreema.com. In addition, United Therapeutics and the Company file annual, quarterly and current reports and other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by United Therapeutics may be obtained at no charge on United Therapeutics’ internet website at ir.unither.com or by contacting United Therapeutics at 1000 Spring Street, Silver Spring, MD 20910 or (301) 608-9292. Copies of the documents filed with the SEC by the Company may be obtained at no charge on the Company’s internet website at miromatrix.com or by contacting the Company at 6455 Flying Cloud Drive, Suite 107, Eden Prairie, MN 55344 or (952) 942-6000. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements. All statements other than statements of historical facts are forward looking statements, including statements regarding the expected closing of United Therapeutics’ acquisition of the Company and the Company’s technology and its potential benefits. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "outlook," "guidance," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential," "continue," "remain,” or "on pace" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this press release are only predictions and are based largely on our current business plans, expectations, and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, our history of significant losses, which we expect to continue; our limited history operating as a commercial company; our expectations with respect to the regulatory pathway of our product candidates, our ability to obtain regulatory approvals for such product candidates, and the anticipated effect of delays in obtaining any such regulatory approvals; our expectations with respect to preclinical and clinical trial plans for our product candidates, the results of such activities and the safety and efficacy of our product candidates; our ability to commercialize our product candidates; our ability to compete successfully with larger competitors in our highly competitive industry; our ability to achieve and maintain adequate levels of coverage or reimbursement for any future products we may seek to commercialize; our expectations regarding our manufacturing capabilities; a pandemic, epidemic or outbreak of an infectious disease in the U.S. or worldwide, including the outbreak of the novel strain of coronavirus, COVID-19; product liability claims; our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others; our ability to attract and retain senior management and key scientific personnel; and other important factors that could cause actual results, performance or achievements to differ materially from those expected or projected. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Form 10-K filed with the U.S. Securities and Exchange Commission and any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. MIROMATRIX MEDICAL INC.Condensed Balance Sheets September 30, December 31, 2023 2022 (unaudited) Assets Current assets: Cash and cash equivalents $6,116,084 $5,208,005 Restricted cash 800,100 800,100 Short-term investments 9,945,715 19,989,489 Employee retention credit receivable 70,000 — Receivable from Reprise Biomedical, Inc. 11,176 930,355 Interest receivable 9,433 107,861 Prepaid expenses and other current assets 239,922 274,952 Total current assets 17,192,430 27,310,762 Deferred offering costs — 232,899 Right of use asset 1,517,956 1,673,575 Property and equipment, net 4,710,763 5,545,694 Total assets $23,421,149 $34,762,930 Liabilities and Shareholders' Equity Current liabilities: Current portion of deferred royalties $862,609 $979,167 Accounts payable 1,048,364 1,584,929 Current portion of financing lease obligations 17,281 44,157 Current portion of lease liability 413,650 389,649 Accrued expenses 2,624,031 1,948,376 Total current liabilities 4,965,935 4,946,278 Deferred royalties, net — 491,733 Long-term debt 385,997 385,997 Financing lease obligations, net — 11,689 Lease liability, net 2,406,066 2,720,781 Accrued interest 120,780 99,048 Total liabilities 7,878,778 8,655,526 Commitments and contingencies Shareholders’ equity: Common stock, par value $0.00001; 190,000,000 shares authorized; 27,419,228 issued and outstanding as of September 30, 2023 and 20,944,109 issued and outstanding as of December 31, 2022 274 209 Additional paid-in capital 140,018,271 130,119,106 Accumulated deficit (124,476,174) (104,011,911) Total shareholders’ equity 15,542,371 26,107,404 Total liabilities and shareholders’ equity $23,421,149 $34,762,930 MIROMATRIX MEDICAL INC.Condensed Statements of Operations(Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Licensing revenue $11,176 $12,395 $27,674 $23,115 Cost of goods sold 125,000 125,000 375,000 375,000 Gross loss (113,824) (112,605) (347,326) (351,885) Operating expenses: Research and development 3,506,054 4,574,534 11,519,395 13,569,434 Regulatory and clinical 455,313 381,903 1,259,077 1,156,535 Quality 416,476 634,511 1,515,394 1,592,778 General and administration 2,143,421 2,052,731 6,781,337 6,513,748 Total operating expenses 6,521,264 7,643,679 21,075,203 22,832,495 Operating loss (6,635,088) (7,756,284) (21,422,529) (23,184,380) Other income (expense) Interest income 196,681 143,555 464,820 205,403 Interest expense (15,284) (15,325) (33,697) (35,015) Employee retention credit — — 527,143 — Total other income 181,397 128,230 958,266 170,388 Net loss $(6,453,691) $(7,628,054) $(20,464,263) $(23,013,992) Net loss per share, basic and diluted $(0.24) $(0.37) $(0.80) $(1.11) Weighted average shares used in computing net loss per share, basic and diluted 27,313,881 20,895,513 25,714,215 20,664,494 Investor Contact Greg Chodaczek 347-620-7010 ir@miromatrix.com Media Contact: Christina Campbell 612-924-3793 press@miromatrix.com
EDEN PRAIRIE, Minn., Nov. 14, 2023 (GLOBE NEWSWIRE) -- Miromatrix Medical Inc. (Nasdaq: MIRO) (the “Company”), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported third quarter 2023 financial results. Due to the Company’s pending proposed transaction with United Therapeutics Corporation (Nasdaq: UTHR) (“United Therapeutics”), the Company’s management has suspended guidance for 2023 and will not hold a conference call to discuss third quarter 2023 results. Third Quarter 2023 Financial Results Unrestricted cash and investments totaled $16.1 million as of September 30, 2023, compared to $20.4 million as of June 30, 2023. Operating loss was $6.6 million and $21.4 million for the three- and nine-month periods ended September 30, 2023, respectively, as compared to $7.8 million and $23.2 million for the three- and nine- month periods ended September 30, 2022, respectively. The decrease in operating loss for comparable periods was primarily attributable to reduced research and development spending. Net loss was $6.5 million and $20.5 million for the three- and nine-month periods ended September 30, 2023, respectively, as compared to $7.6 million and $23.0 million for the three- and nine- month periods ended September 30, 2022, respectively. The decrease in net loss for comparable periods was primarily attributable to reduced research and development spending, in addition to a one-time employee retention credit totaling $0.5 million that was recorded as other income in the first quarter of 2023. Miromatrix Agrees to be Acquired by United Therapeutics Corporation On October 30, 2023, the Company announced that it had entered into a definitive merger agreement with United Therapeutics pursuant to which United Therapeutics would acquire the Company. United Therapeutics has commenced a tender offer to acquire all outstanding shares of the Company for a purchase price of $3.25 per share in cash at closing (an aggregate of approximately $91 million) and an additional $1.75 per share in cash upon the achievement of a clinical development milestone related to the Company’s development-stage, fully-implantable manufactured kidney product known as mirokidney™ by December 31, 2025. The offer will expire one minute after 11:59 p.m., New York City time, on December 11, 2023, unless the offer is otherwise extended or earlier terminated. The Company’s board of directors has unanimously recommended that the stockholders of the Company accept the offer and tender their shares. This transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including the tender of a majority of the outstanding shares of the Company’s common stock. About Miromatrix Miromatrix Medical Inc. is a life sciences company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients' lives. The Company has developed a proprietary perfusion technology platform for bioengineering organs that it believes will efficiently scale to address the shortage of available human organs. The Company's initial development focus is on human livers and kidneys. For more information, visit miromatrix.com. ADDITIONAL INFORMATION REGARDING THE PROPOSED TRANSACTION This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. On November 13, 2023, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, was filed with the Securities and Exchange Commission (the “SEC”), by United Therapeutics Corporation (“United Therapeutics”) and Morpheus Subsidiary Inc., and on November 13, 2023, a Solicitation/Recommendation Statement on Schedule 14D-9 was filed with the SEC by the Company. The offer to purchase shares of the Company’s common stock (the “Offer”) is only made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated, the Information Agent for the tender offer, at (877) 456-3463 (toll free) or by email at info@innisfreema.com. In addition, United Therapeutics and the Company file annual, quarterly and current reports and other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by United Therapeutics may be obtained at no charge on United Therapeutics’ internet website at ir.unither.com or by contacting United Therapeutics at 1000 Spring Street, Silver Spring, MD 20910 or (301) 608-9292. Copies of the documents filed with the SEC by the Company may be obtained at no charge on the Company’s internet website at miromatrix.com or by contacting the Company at 6455 Flying Cloud Drive, Suite 107, Eden Prairie, MN 55344 or (952) 942-6000. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements. All statements other than statements of historical facts are forward looking statements, including statements regarding the expected closing of United Therapeutics’ acquisition of the Company and the Company’s technology and its potential benefits. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "outlook," "guidance," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential," "continue," "remain,” or "on pace" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this press release are only predictions and are based largely on our current business plans, expectations, and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, our history of significant losses, which we expect to continue; our limited history operating as a commercial company; our expectations with respect to the regulatory pathway of our product candidates, our ability to obtain regulatory approvals for such product candidates, and the anticipated effect of delays in obtaining any such regulatory approvals; our expectations with respect to preclinical and clinical trial plans for our product candidates, the results of such activities and the safety and efficacy of our product candidates; our ability to commercialize our product candidates; our ability to compete successfully with larger competitors in our highly competitive industry; our ability to achieve and maintain adequate levels of coverage or reimbursement for any future products we may seek to commercialize; our expectations regarding our manufacturing capabilities; a pandemic, epidemic or outbreak of an infectious disease in the U.S. or worldwide, including the outbreak of the novel strain of coronavirus, COVID-19; product liability claims; our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others; our ability to attract and retain senior management and key scientific personnel; and other important factors that could cause actual results, performance or achievements to differ materially from those expected or projected. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Form 10-K filed with the U.S. Securities and Exchange Commission and any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. MIROMATRIX MEDICAL INC.Condensed Balance Sheets September 30, December 31, 2023 2022 (unaudited) Assets Current assets: Cash and cash equivalents $6,116,084 $5,208,005 Restricted cash 800,100 800,100 Short-term investments 9,945,715 19,989,489 Employee retention credit receivable 70,000 — Receivable from Reprise Biomedical, Inc. 11,176 930,355 Interest receivable 9,433 107,861 Prepaid expenses and other current assets 239,922 274,952 Total current assets 17,192,430 27,310,762 Deferred offering costs — 232,899 Right of use asset 1,517,956 1,673,575 Property and equipment, net 4,710,763 5,545,694 Total assets $23,421,149 $34,762,930 Liabilities and Shareholders' Equity Current liabilities: Current portion of deferred royalties $862,609 $979,167 Accounts payable 1,048,364 1,584,929 Current portion of financing lease obligations 17,281 44,157 Current portion of lease liability 413,650 389,649 Accrued expenses 2,624,031 1,948,376 Total current liabilities 4,965,935 4,946,278 Deferred royalties, net — 491,733 Long-term debt 385,997 385,997 Financing lease obligations, net — 11,689 Lease liability, net 2,406,066 2,720,781 Accrued interest 120,780 99,048 Total liabilities 7,878,778 8,655,526 Commitments and contingencies Shareholders’ equity: Common stock, par value $0.00001; 190,000,000 shares authorized; 27,419,228 issued and outstanding as of September 30, 2023 and 20,944,109 issued and outstanding as of December 31, 2022 274 209 Additional paid-in capital 140,018,271 130,119,106 Accumulated deficit (124,476,174) (104,011,911) Total shareholders’ equity 15,542,371 26,107,404 Total liabilities and shareholders’ equity $23,421,149 $34,762,930 MIROMATRIX MEDICAL INC.Condensed Statements of Operations(Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Licensing revenue $11,176 $12,395 $27,674 $23,115 Cost of goods sold 125,000 125,000 375,000 375,000 Gross loss (113,824) (112,605) (347,326) (351,885) Operating expenses: Research and development 3,506,054 4,574,534 11,519,395 13,569,434 Regulatory and clinical 455,313 381,903 1,259,077 1,156,535 Quality 416,476 634,511 1,515,394 1,592,778 General and administration 2,143,421 2,052,731 6,781,337 6,513,748 Total operating expenses 6,521,264 7,643,679 21,075,203 22,832,495 Operating loss (6,635,088) (7,756,284) (21,422,529) (23,184,380) Other income (expense) Interest income 196,681 143,555 464,820 205,403 Interest expense (15,284) (15,325) (33,697) (35,015) Employee retention credit — — 527,143 — Total other income 181,397 128,230 958,266 170,388 Net loss $(6,453,691) $(7,628,054) $(20,464,263) $(23,013,992) Net loss per share, basic and diluted $(0.24) $(0.37) $(0.80) $(1.11) Weighted average shares used in computing net loss per share, basic and diluted 27,313,881 20,895,513 25,714,215 20,664,494 Investor Contact Greg Chodaczek 347-620-7010 ir@miromatrix.com Media Contact: Christina Campbell 612-924-3793 press@miromatrix.com
