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
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code:
(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 |
Name of each exchange on which registered | ||
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 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed in a Current Report on Form 8-K filed by TransMedics Group, Inc. (the “Company”) on September 5, 2023, a Current Report on Form 8-K filed by the Company on September 12, 2023, a Current Report on Form 8-K filed by the Company on September 22, 2023, a Current Report on Form 8-K filed by the Company on November 13, 2023, a Current Report on Form 8-K filed by the Company on December 19, 2023, a Current Report on Form 8-K filed by the Company on January 2, 2024, a Current Report on Form 8-K filed by the Company on January 29, 2024, a Current Report on Form 8-K filed by the Company on February 6, 2024, and a Current Report on Form 8-K filed by the Company on March 12, 2024 (together, the “Prior Reports”), TransMedics, Inc. (the “Buyer”), a Delaware corporation and wholly-owned subsidiary of the Company, acquired 14 fixed-wing aircraft (collectively, the “Prior Acquisitions”) as more specifically described in the Prior Reports.
Subsequently, on June 27, 2024, the Buyer acquired a fixed-wing aircraft from JPBAM, LLC for a purchase price of approximately $14.2 million (the “Fifteenth Acquisition”), and on July 1, 2024, the Buyer acquired a fixed-wing aircraft from TVPX ARS Inc., for a purchase price of approximately $14.0 million (together with the Fifteenth Acquisition and the Prior Acquisitions, the “Acquisitions”). The Company intends to use each of the 16 aircraft it has acquired to date to transport donor organs as part of the services offered under the Company’s National OCS Program, and for purposes of this Current Report on Form 8-K the Company considers the Acquisitions to be a series of related transactions with respect to the acquisition of a fleet of aircraft for use in the Company’s National OCS Program.
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: July 2, 2024 | By: | /s/ Stephen Gordon | ||||
| Name: | Stephen Gordon | |||||
| Title: | Chief Financial Officer and Treasurer | |||||