MIRO SEC Filings - Miromatrix Medical Inc- Annual Report, Proxy Statement, Prospectus

Basic Stats

CIK

1527096

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Miromatrix Medical Inc

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

February 14, 2024	SC 13G/A	MIRO / Miromatrix Medical Inc / DAVITA INC. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate t
February 14, 2024	SC 13G/A	MIRO / Miromatrix Medical Inc / LYTTON LAURENCE W Passive Investment SC 13G/A 1 miro13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp
December 26, 2023	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40518 Miromatrix Medical Inc. (Exact name of registrant as specified in i
December 22, 2023	SC 13D	MIRO / Miromatrix Medical Inc / UNITED THERAPEUTICS Corp - SC 13D Activist Investment SC 13D 1 tm2333561d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 60471P108 (CUSIP Number) John S. Hess, Jr., Esq. Executive Vice President and Deputy General Counsel United Therapeutics Cor
December 18, 2023	EX-3.2	AMENDED AND RESTATED BYLAWS MIROMATRIX MEDICAL INC., a Delaware corporation (the “Corporation”) Article I CORPORATE OFFICES Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MIROMATRIX MEDICAL INC., a Delaware corporation (the “Corporation”) Article I CORPORATE OFFICES Section 1.1         Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). Section 1.2
December 18, 2023	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MIROMATRIX MEDICAL INC. (a Delaware corporation) Article I NAME Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIROMATRIX MEDICAL INC. (a Delaware corporation) Article I NAME The name of the corporation is Miromatrix Medical Inc. (the “Corporation”). Article II AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent
December 18, 2023	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets 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): December 12, 2023 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (Commissi
December 18, 2023	EX-2.2	CONTINGENT VALUE RIGHTS AGREEMENT Exhibit 2.2 Execution Version CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 12, 2023 (this “Agreement”), is entered into by and between United Therapeutics Corporation, a Delaware public benefit corporation (the “Parent”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). RECITALS WHEREAS,
December 13, 2023	S-8 POS	As filed with the Securities and Exchange Commission on December 13, 2023. As filed with the Securities and Exchange Commission on December 13, 2023. Registration No. 333-257359 Registration No. 333-269198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-257359 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-269198 UNDER THE SECURITIES ACT OF 1933 MIROMATRIX MEDICAL IN
December 13, 2023	EX-99.(A)(5)(E)	For Immediate Release Exhibit (a)(5)(E) For Immediate Release United Therapeutics and Miromatrix Medical Announce Completion of Tender Offer and Merger SILVER SPRING, Md.
December 13, 2023	S-8 POS	As filed with the Securities and Exchange Commission on December 13, 2023. As filed with the Securities and Exchange Commission on December 13, 2023. Registration No. 333-257359 Registration No. 333-269198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-257359 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-269198 UNDER THE SECURITIES ACT OF 1933 MIROMATRIX MEDICAL IN
December 13, 2023	POS AM	As filed with the Securities and Exchange Commission on December 13, 2023 As filed with the Securities and Exchange Commission on December 13, 2023 Registration No.
December 13, 2023	EX-99.(A)(5)(E)	For Immediate Release Exhibit (a)(5)(E) For Immediate Release United Therapeutics and Miromatrix Medical Announce Completion of Tender Offer and Merger SILVER SPRING, Md.
December 13, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Miromatrix Medical Inc. (Name of Subject Comp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Miromatrix Medical Inc. (Name of Subject Company) Miromatrix Medical Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (C
December 13, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) MIROMATRIX MEDICAL INC. (Name of Subject Company — UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) MIROMATRIX MEDICAL INC. (Name of Subject Company — Issuer) MORPHEUS SUBSIDIARY INC. a wholly owned subsidiary of UNITED THERAPEUTICS CORPORATION (Names of Filing Persons — Offerors) Common Stock, par v
December 12, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) MIROMATRIX MEDICAL INC. (Name of Subject Company — UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) MIROMATRIX MEDICAL INC. (Name of Subject Company — Issuer) MORPHEUS SUBSIDIARY INC. a wholly owned subsidiary of UNITED THERAPEUTICS CORPORATION (Names of Filing Persons — Offerors) Common Stock, par v
December 12, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Miromatrix Medical Inc. (Name of Subject Comp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Miromatrix Medical Inc. (Name of Subject Company) Miromatrix Medical Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (C
December 12, 2023	CORRESP	VIA EDGAR Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax VIA EDGAR December 12, 2023 Brian Soares Christina Chalk U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, NE Washington, D.C. 20549 Re: Miromatrix Medical Inc. Schedule 14D-9/A file
December 12, 2023	SC 13G/A	MIRO / Miromatrix Medical Inc / Gagnon Neil - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number) October 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th
December 12, 2023	EX-99.(A)(5)(D)	For Immediate Release Exhibit (a)(5)(D) For Immediate Release United Therapeutics and Miromatrix Medical Announce Successful Tender Offer SILVER SPRING, Md.
December 12, 2023	EX-99.(A)(5)(D)	For Immediate Release Exhibit (a)(5)(D) For Immediate Release United Therapeutics and Miromatrix Medical Announce Successful Tender Offer SILVER SPRING, Md.
December 7, 2023	SC 13G	MIRO / Miromatrix Medical Inc / First Light Asset Management, LLC - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Miromatrix Medical Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60471P108 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
December 4, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) MIROMATRIX MEDICAL INC. (Name of Subject Company — UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) MIROMATRIX MEDICAL INC. (Name of Subject Company — Issuer) MORPHEUS SUBSIDIARY INC. a wholly owned subsidiary of UNITED THERAPEUTICS CORPORATION (Names of Filing Persons — Offerors) Common Stock, par v
December 4, 2023	EX-FILING FEES	Calculation of Filing Fee Table SCHEDULE TO-T (Rule 14d-100) Miromatrix Medical Inc. (Name of Subject Company - Issuer) Morpheus Subsidiary Inc., a wholly owned subsidiary of United Therapeutics Corporation (Names of Filing Persons - Offerors) Table Exhibit 107 Calculation of Filing Fee Table SCHEDULE TO-T (Rule 14d-100) Miromatrix Medical Inc.
November 30, 2023	CORRESP	VIA EDGAR Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax VIA EDGAR November 30, 2023 Brian Soares Christina Chalk U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, NE Washington, D.C. 20549 Re: Miromatrix Medical Inc. Schedule 14D-9 filed
November 30, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Miromatrix Medical Inc. (Name of Subject Comp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Miromatrix Medical Inc. (Name of Subject Company) Miromatrix Medical Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (C
November 15, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Miromatrix Medical Inc. (Name of Subject Comp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Miromatrix Medical Inc. (Name of Subject Company) Miromatrix Medical Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (C
November 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐TRANSITION REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:
November 14, 2023	EX-99.1	Miromatrix Reports Third Quarter 2023 Results Exhibit 99.1 Miromatrix Reports Third Quarter 2023 Results EDEN PRAIRIE, MN, November 14, 2023 - 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 w
November 14, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2023 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (Commissi
November 13, 2023	EX-99.(A)(1)(B)	Form of Letter of Transmittal (including Internal Revenue Service Form W-9). Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of MIROMATRIX MEDICAL INC.
November 13, 2023	EX-99.(A)(1)(C)	Form of Notice of Guaranteed Delivery. Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for Tender of Common Shares of MIROMATRIX MEDICAL INC.
November 13, 2023	EX-FILING FEES	Filing Fee Table* Exhibit 107 Calculation of Filing Fee Table SCHEDULE TO-T (Rule 14d-100) Miromatrix Medical Inc.
November 13, 2023	EX-99.(A)(1)(A)	Offer to Purchase, dated November 13, 2023. TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of MIROMATRIX MEDICAL INC.
November 13, 2023	SC 14D9	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company) Miromatrix Medical Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CU
November 13, 2023	SC TO-T	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MIROMATRIX MEDICAL INC. (Name of Subject Company — Issuer) MORPHEUS S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MIROMATRIX MEDICAL INC. (Name of Subject Company — Issuer) MORPHEUS SUBSIDIARY INC. a wholly owned subsidiary of UNITED THERAPEUTICS CORPORATION (Names of Filing Persons — Offerors) Common Stock, par value $0.00001 per
November 13, 2023	EX-99.(A)(1)(F)	Summary Advertisement, dated November 13, 2023.* Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
November 13, 2023	EX-99.(A)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* Exhibit (a)(1)(E) Offer to Purchase All Outstanding Shares of Common Stock of MIROMATRIX MEDICAL INC.
November 13, 2023	EX-99.(A)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of MIROMATRIX MEDICAL INC.
November 1, 2023	SC TO-C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company — Issuer) Morpheus S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company — Issuer) Morpheus Subsidiary Inc. a wholly owned subsidiary of United Therapeutics Corporation (Names of Filing Persons — Offerors) Common Stock, par value $0.00001 per
November 1, 2023	EX-99.1	Excerpts from transcript of United Therapeutics’ Q3 2023 Earnings Call held on November 1, 2023. Exhibit 99.1 The following are excerpts from the transcript of United Therapeutics’ Q3 2023 earnings call held on November 1, 2023: Martine Rothblatt, Ph.D., Chairperson and Chief Executive Officer: Also, earlier this week, we announced an agreement to acquire publicly traded Miromatrix Medical, a company focused on ending the waiting list for organ transplantation. Miromatrix utilizes an organ ma
October 30, 2023	SC14D9C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company) Miromatrix Me UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company) Miromatrix Medical Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number of Cla
October 30, 2023	EX-2.1	Agreement and Plan of Merger, dated as of October 29, 2023, by and among Miromatrix Medical Inc., United Therapeutics Corporation, and Morpheus Subsidiary Inc. Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among UNITED THERAPEUTICS CORPORATION, MORPHEUS SUBSIDIARY INC. and MIROMATRIX MEDICAL INC., dated as of October 29, 2023 TABLE OF CONTENTS Page Article I THE OFFER 6 Section 1.1 The Offer 6 Section 1.2 Offer Documents 8 Section 1.3 Company Actions 8 Article II THE MERGER 9 Section 2.1 The Merger 9 Section 2.2 Closing 9 Section 2.3
October 30, 2023	SC TO-C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company — Issuer) Morpheus S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company — Issuer) Morpheus Subsidiary Inc. a wholly owned subsidiary of United Therapeutics Corporation (Names of Filing Persons — Offerors) Common Stock, par value $0.00001 per
October 30, 2023	EX-99.2	Exhibit 99.2: Investor Frequently Asked Questions (FAQ) Exhibit 99.2 Miromatrix Investor FAQ Pending Acquisition by United Therapeutics Corporation October 30, 2023 Why did Miromatrix agree to be acquired by United Therapeutics? This transaction provides Miromatrix Medical Inc. (Nasdaq: MIRO) shareholders with a substantial premium and allows them to participate in the potential upside of the combination with United Therapeutics Corporation (Nasdaq: UT
October 30, 2023	EX-99.2	For Immediate Release Exhibit 99.2 For Immediate Release United Therapeutics to Acquire Miromatrix Medical SILVER SPRING, Md., RESEARCH TRIANGLE PARK, N.C., and EDEN PRAIRIE, Minn., October 30, 2023 - United Therapeutics Corporation (Nasdaq: UTHR) and Miromatrix Medical Inc. (Nasdaq: MIRO) announced today a definitive agreement for United Therapeutics to acquire Miromatrix. Miromatrix is a life sciences company focused
October 30, 2023	EX-99.1	Joint press release issued by United Therapeutics and Miromatrix, dated October 30, 2023. Exhibit 99.1 For Immediate Release United Therapeutics to Acquire Miromatrix Medical SILVER SPRING, Md., RESEARCH TRIANGLE PARK, N.C., and EDEN PRAIRIE, Minn., October 30, 2023 - United Therapeutics Corporation (Nasdaq: UTHR) and Miromatrix Medical Inc. (Nasdaq: MIRO) announced today a definitive agreement for United Therapeutics to acquire Miromatrix. Miromatrix is a life sciences company focused
October 30, 2023	EX-99.1	TENDER AND SUPPORT AGREEMENT Exhibit 99.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of October 29, 2023 (this “Agreement”), is by and among United Therapeutics Corporation, a Delaware public benefit corporation (“Parent”), Morpheus Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and those certain stockholders of Miromatrix Medical Inc., a Delaware co
October 30, 2023	SC TO-C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company — Issuer) Morpheus S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Subject Company — Issuer) Morpheus Subsidiary Inc. a wholly owned subsidiary of United Therapeutics Corporation (Names of Filing Persons — Offerors) Common Stock, par value $0.00001 per
October 30, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): October 29, 2023 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (Commissio
October 30, 2023	EX-99.1	United Therapeutics Investor FAQ, dated October 30, 2023. Exhibit 99.1 United Therapeutics Investor FAQ Pending Acquisition of Miromatrix Medical, Inc. October 30, 2023 Why is United Therapeutics acquiring Miromatrix? Miromatrix is another shot on goal for our objective of creating an unlimited supply of tolerable, transplantable organs. This transaction would complement our capabilities in the organ manufacturing space and expand our early-stage pipelin
August 14, 2023	EX-10.2	Thirteenth Amendment to the License Agreement, dated July 17, 2023, by and between Miromatrix Medical Inc. and Mayo Foundation for Medical Education and Research Exhibit 10.2 LICENSE AGREEMENT AMENDMENT #13 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (“Miromatrix”) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
August 14, 2023	EX-99.1	Miromatrix Reports Second Quarter 2023 Results and Provides Corporate Update Exhibit 99.1 Miromatrix Reports Second Quarter 2023 Results and Provides Corporate Update EDEN PRAIRIE, MN, August 14, 2023 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported second quarter 2023 financial results and provided a corporate update. "Miro
August 14, 2023	EX-10.1	Twelfth Amendment to the License Agreement, dated May 7, 2023, by and between Miromatrix Medical Inc. and Mayo Foundation for Medical Education and Research Exhibit 10.1 LICENSE AGREEMENT AMENDMENT #12 WHEREAS, effective as of the 1st day of December, 2024, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (“Miromatrix”) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at
August 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐TRANSITION REPORT PURS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-
August 14, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 14, 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
June 2, 2023	8-K	Submission of Matters to a Vote of Security Holders 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 Fi
June 1, 2023	EX-99.1	Miromatrix Announces CEO Jeff Ross, Ph.D. will Expand His Role by Resuming Leadership of R&D EX-99.1 2 miro-20230530xex99d1.htm EX-99.1 Exhibit 99.1 Miromatrix Announces CEO Jeff Ross, Ph.D. will Expand His Role by Resuming Leadership of R&D EDEN PRAIRIE, MN, June 1, 2023 – Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients’ lives, today announced that Miromatrix and
June 1, 2023	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 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): May 30, 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 Fi
May 11, 2023	SC 13G	MIRO / Miromatrix Medical Inc / LYTTON LAURENCE W Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number) May 2, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
May 11, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐TRANSITION REPORT PUR Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001
May 11, 2023	EX-99.1	Miromatrix Reports First Quarter 2023 Results and Provides Corporate Update Exhibit 99.1 Miromatrix Reports First Quarter 2023 Results and Provides Corporate Update EDEN PRAIRIE, MN, May 11, 2023 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported first quarter 2023 financial results and provided a corporate update. "Miromatri
May 11, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 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 Fi
April 18, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi
April 18, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Definitive Proxy State
March 31, 2023	8-K	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): March 31, 2023 Miromatrix Medical 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): March 31, 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
March 31, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40518 Miromat
March 31, 2023	EX-99.1	Miromatrix Reports Fourth Quarter and Full Year 2022 Results and Provides Corporate Update Exhibit 99.1 Miromatrix Reports Fourth Quarter and Full Year 2022 Results and Provides Corporate Update EDEN PRAIRIE, MN, March 31, 2023 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported fourth quarter and full year 2022 financial results and provide
March 31, 2023	EX-24.1	Powers of Attorney Exhibit 24.1 Miromatrix Medical Inc. Power of Attorney The undersigned director of Miromatrix Medical Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint Jeffrey Ross and James Douglas, and either of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s nam
March 31, 2023	EX-10.42	Eleventh Amendment to the License Agreement, dated November 1, 2022, by and between Miromatrix Medical Inc. and Mayo Foundation for Medical Education and Research Exhibit 10.42 LICENSE AGREEMENT AMENDMENT #11 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (“Miromatrix”) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First S
March 9, 2023	424B5	6,250,000 Shares Miromatrix Medical Inc. Common Stock TABLE OF CONTENTS As filed pursuant to Rule 424(b)(5) Registration Statement No.
March 9, 2023	EX-FILING FEES	EX-FILING FEES Exhibit 107 The prospectus supplement to which this Exhibit 107 is attached is a final prospectus supplement for the related offering. The maximum aggregate offering price for such offering is $11,500,000.
March 8, 2023	EX-99.1	Miromatrix Medical Inc. Announces Proposed Public Offering of Common Stock EXHIBIT 99.1 Miromatrix Medical Inc. Announces Proposed Public Offering of Common Stock EDEN PRAIRIE, Minn.—(GLOBE NEWSWIRE)—March 7, 2023— Miromatrix Medical Inc. (“Miromatrix”) (Nasdaq: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients’ lives, today announced that it has commenced an underwritten public o
March 8, 2023	EX-1.1	Underwriting Agreement, dated as of March 7, 2023, by and between the Company and Piper Sandler & Co., as representative of the underwriters EXHIBIT 1.1 6,250,000 Shares Miromatrix Medical Inc. Common Stock UNDERWRITING AGREEMENT March 7, 2023 PIPER SANDLER & CO. As Representative of the several Underwriters named in Schedule I hereto c/o PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: Miromatrix Medical Inc., a Delaware corporation (the “Company”), proposes to issue and sell
March 8, 2023	EX-99.3	RISK FACTORS EXHIBIT 99.3 RISK FACTORS Investing in our common stock involves a high degree of risk. Before purchasing our common stock, you should read and consider carefully the following risk factors as well as all other information contained including our consolidated financial statements and the related notes. Each of these risk factors, either alone or taken together, could adversely affect our business,
March 8, 2023	8-K	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): March 7, 2023 Miromatrix Medical 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): March 7, 2023 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (Commission F
March 8, 2023	EX-99.2	Miromatrix Medical Inc. Announces Pricing of $10 Million Public Offering of Common Stock EXHIBIT 99.2 Miromatrix Medical Inc. Announces Pricing of $10 Million Public Offering of Common Stock EDEN PRAIRIE, Minn.—(GLOBE NEWSWIRE)— March 7, 2023— Miromatrix Medical Inc. (“Miromatrix”) (Nasdaq: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients’ lives, today announced the pricing of an underwritten
March 7, 2023	424B5	SUBJECT TO COMPLETION, DATED MARCH 7, 2023 TABLE OF CONTENTS The information contained in this prospectus supplement is not complete and may be changed.
February 6, 2023	SC 13G/A	MIRO / Miromatrix Medical Inc. / Gagnon Neil - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t
February 1, 2023	EX-99.2	Miromatrix and Baxter Announce Collaborative Research Agreement Aiming to Advance Care for Patients with Acute Liver Failure Exhibit 99.2 Miromatrix and Baxter Announce Collaborative Research Agreement Aiming to Advance Care for Patients with Acute Liver Failure ● Combines Miromatrix’s expertise in bioengineered organs with Baxter’s leadership in critical care delivery and organ support therapies ● Includes intended Phase I clinical trial designed to generate key evidence to support additional therapeutic options for pa
February 1, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): February 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) (Commissio
February 1, 2023	EX-99.1	Miromatrix Provides Update on miroliverELAP Exhibit 99.1 Miromatrix Provides Update on miroliverELAP EDEN PRAIRIE, MN, February 1, 2023 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today provided a program update on miroliverELAPtm. Miromatrix previously announced the submission of its miroliverELAP Inv
January 12, 2023	S-8	As filed with the Securities and Exchange Commission on January 12, 2023. As filed with the Securities and Exchange Commission on January 12, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIROMATRIX MEDICAL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 27-1285782 (State or other jurisdiction of incorporation or organization) (I.R
January 12, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Miromatrix Medical Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Feel Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Com
December 14, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events ? 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): December 14, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (
December 14, 2022	EX-99.1	Miromatrix Announces FDA Clinical Hold on IND Application for miroliverELAP Exhibit 99.1 ? Miromatrix Announces FDA Clinical Hold on IND Application for miroliverELAP EDEN PRAIRIE, MN, December 14, 2022 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today announced that it was informed via e-mail from the U.S. Food and Drug Administrati
November 14, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): November 14, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (
November 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐TRANSITION REPORT Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
November 14, 2022	EX-99.1	Miromatrix Reports Filing of IND, Third Quarter 2022 Results, and Provides Corporate Update Exhibit 99.1 ? Miromatrix Reports Filing of IND, Third Quarter 2022 Results, and Provides Corporate Update EDEN PRAIRIE, MN, November 14, 2022 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported third quarter 2022 financial results and provided a corpo
August 15, 2022	EX-99.1	Miromatrix Reports Second Quarter 2022 Results and Provides Corporate Update Exhibit 99.1 ? Miromatrix Reports Second Quarter 2022 Results and Provides Corporate Update EDEN PRAIRIE, MN, August 15, 2022 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported second quarter 2022 financial results and provided a corporate update. "Ea
August 15, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): August 15, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (Co
August 15, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐TRANSITION REPORT PURS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-
July 12, 2022	424B5	Miromatrix Medical Inc. Up to $50,000,000 Common Stock TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(5) ?Registration Statement No. 333-265980? PROSPECTUS SUPPLEMENT (To Prospectus Dated July 11, 2022) Miromatrix Medical Inc. Up to $50,000,000 Common Stock We have entered into an Equity Distribution Agreement, with Piper Sandler & Co., or Piper Sandler, (the ?Equity Distribution Agreement?) relating to the sale of shares of our common stock, par v
July 7, 2022	CORRESP	July 7, 2022 CORRESP 1 filename1.htm July 7, 2022 VIA EDGAR TRANSMISSION Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Miromatrix Medical Inc. Registration Statement on Form S-3 (Registration No. 333-265980) Request for Acceleration of Effective Date Ladies and gentlemen: In accordance with Rule 461 under the Securities Act of
July 1, 2022	EX-4.3	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee, as trustee under the Senior Indenture filed as Exhibit 4.3 above EXHIBIT 4.3 MIROMATRIX MEDICAL INC. TO [] Trustee INDENTURE Dated as of [] Senior Debt Securities Miromatrix Medical Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ?311(a) 613 (b) 613 ?312(a) 701, 702(a) (b) 702(b
July 1, 2022	S-3	As filed with the Securities and Exchange Commission on July 1, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.
July 1, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) MIROMATRIX MEDICAL INC.
July 1, 2022	EX-4.4	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee, as trustee under the Subordinated Indenture filed as Exhibit 4.4 above EXHIBIT 4.4 MIROMATRIX MEDICAL INC. TO [] Trustee INDENTURE Dated as of [] Subordinated Debt Securities -i- Miromatrix Medical Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ?311(a) 613 (b) 613 ?312(a) 701, 702(a)
July 1, 2022	EX-1.2	Equity Distribution Agreement, dated July 1, 2022 between the Company and Piper Sandler & Co. Exhibit 1.2 MIROMATRIX MEDICAL INC. EQUITY DISTRIBUTION AGREEMENT July 1, 2022 PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: As further set forth in this agreement (this ?Agreement?), Miromatrix Medical Inc., a company organized under the laws of Delaware (the ?Company?), proposes to issue and sell from time to time through Piper Sandl
June 2, 2022	8-K	Submission of Matters to a Vote of Security Holders ? 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, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (Commi
May 16, 2022	EX-99.1	Miromatrix Reports First Quarter 2022 Results and Provides Corporate Update Exhibit 99.1 ? Miromatrix Reports First Quarter 2022 Results and Provides Corporate Update EDEN PRAIRIE, MN, May 16, 2022 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today reported first quarter 2022 financial results and provided a corporate update. "We cont
May 16, 2022	EX-10.2	Tenth Amendment to the License Agreement, dated March 31, 2022, by and between Miromatrix Medical Inc. and Mayo Foundation for Medical Education and Research Exhibit 10.2 LICENSE AGREEMENT AMENDMENT #10 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (?Miromatrix?) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
May 16, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐TRANSITION REPORT PUR Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 16, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): May 11, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State or other jurisdiction of incorporation) (Commi
April 29, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 tmb-20220601xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only
March 30, 2022	EX-4.1	Description of Securities of Miromatrix Medical Inc. Exhibit 4.1 ? DESCRIPTION OF SECURITIES The summary of the general terms and provisions of the capital stock of Miromatrix Medical Inc. (?we,? ?us,? ?our? or the ?Company?) set forth below does not purport to be complete and is subject to and qualified by reference to the Company?s Second Amended and Restated Certificate of Incorporation (our ?Certificate?) and Amended and Restated Bylaws (our ?By
March 30, 2022	EX-99.1	Miromatrix Reports Fourth Quarter and Full Year 2021 Results and Provides Corporate Update Exhibit 99.1 ? Miromatrix Reports Fourth Quarter and Full Year 2021 Results and Provides Corporate Update EDEN PRAIRIE, Minn., Mar. 30, 2022 - Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients? lives, today reported fourth quarter and full year 2021 financial results and pro
March 30, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): March 30, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (Com
March 30, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40518 Miromat
March 30, 2022	EX-10.40	Nineth Amendment to the License Agreement, dated October 21, 2021, by and between Miromatrix Medical Inc. and Mayo Foundation for Medical Education and Research Exhibit 10.40 LICENSE AGREEMENT AMENDMENT #9 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (?Miromatrix?) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
March 30, 2022	EX-24.1	Power of Attorney ? Exhibit 24.1 Miromatrix Medical Inc. Power of Attorney The undersigned director of Miromatrix Medical Inc., a Delaware corporation (the ?Company?), does hereby make, constitute and appoint Jeffrey Ross and James M. Douglas, and either of them, the undersigned?s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned?
March 30, 2022	EX-3.1	Second Amended and Restated Certificate of Incorporation of Miromatrix Medical Inc. ? Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIROMATRIX MEDICAL INC. Miromatrix Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1.The name of the Corporation is Miromatrix Medical Inc. The Corporation?s original certificate of incorporation was filed with the Secretary of State
March 1, 2022	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits ? 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): March 1, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (Comm
March 1, 2022	EX-99.1	Miromatrix Names Jim Douglas as New Chief Financial Officer Exhibit 99.1 Miromatrix Names Jim Douglas as New Chief Financial Officer EDEN PRAIRIE, MN, March 1, 2022 ? Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients? lives, announced the appointment of Jim Douglas as the Company?s new Chief Financial Officer (CFO) effective March 1,
March 1, 2022	EX-10.1	Employment Agreement, dated March 1, 2022, by and between Miromatrix Medical Inc. and James Douglas Exhibit 10.1 EMPLOYMENT AGREEMENT ? This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of March 1, 2022 (the ?Effective Date?), by and between Miromatrix Medical Inc., a Delaware Corporation (the ?Company?), and James M. Douglas (the ?Executive?). ? RECITALS ? A.The Company desires to employ the Executive as its Chief Financial Officer upon and subject to the terms and conditions set
February 16, 2022	SC 13G	MIRO / Miromatrix Medical Inc. / Gagnon Neil - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number) February 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th
February 16, 2022	EX-1	JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) Micromatrix Medical Inc. EX-1 2 ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) Micromatrix Medical Inc. The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additiona
February 14, 2022	SC 13G	MIRO / Miromatrix Medical Inc. / BAXTER INTERNATIONAL INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MIROMATRIX MEDICAL INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 60471P108 (CUSIP Number) JUNE 23, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whi
February 11, 2022	SC 13G	MIRO / Miromatrix Medical Inc. / DAVITA INC. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60471P108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to
January 5, 2022	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits ? 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): January 3, 2022 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (Co
January 5, 2022	EX-99.1	Miromatrix Announces Two New Board Members Exhibit 99.1 Miromatrix Announces Two New Board Members EDEN PRAIRIE, Minn., January 5, 2022 ? Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today announced the expansion of the board and appointment of two new board members: Lisa Wipperman Heine and William P. B
December 17, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits ? 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): December 17, 2021 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (
December 17, 2021	EX-99.1	Miromatrix Submits Pre-IND Request to the FDA for Its External Liver Assist Product to Treat Acute Liver Failure The request puts Miromatrix on the path for Phase I IND submission and an in-human trial in 2H2022 Exhibit 99.1 Miromatrix Submits Pre-IND Request to the FDA for Its External Liver Assist Product to Treat Acute Liver Failure The request puts Miromatrix on the path for Phase I IND submission and an in-human trial in 2H2022 EDEN PRAIRIE, Minn., Dec 17, 2021 ? Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organ
November 15, 2021	EX-10.5	Form of Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. ? Exhibit 10.5 Employee CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT This Employee Confidentiality, Non-Competition, and Non-Solicitation Agreement (this ?Agreement?) is entered into as of the date of the execution of this Agreement and is effective as of , 202 (the ?Effective Date?), by and between Miromatrix Medical Inc., (?Company?), and (?Employee?). For good and valuable c
November 15, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): November 15, 2021 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (
November 15, 2021	EX-10.4	Eighth amendment to the Mayo License Agreement dated October 21, 2021 between the Company and Mayo Foundation for Medical Education and Research Exhibit 10.4 ? LICENSE AGREEMENT AMENDMENT #8 ? WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (?Miromatrix?) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First
November 15, 2021	EX-99.1	Miromatrix Reports Third Quarter 2021 Results Exhibit 99.1 ? Miromatrix Reports Third Quarter 2021 Results EDEN PRAIRIE, Minn., Nov. 15, 2021 ? Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients? lives, today reported third quarter 2021 financial results. Business Highlights ? Completed an initial public offering of 5.5
November 15, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐TRANSITION REPORT Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
October 14, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits ? 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): October 14, 2021 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (C
October 14, 2021	EX-99.1	Successful transplant of bioengineered organs in large animals is a critical milestone on the road to in-human transplants ? EXHIBIT 99.1 Successful transplant of bioengineered organs in large animals is a critical milestone on the road to in-human transplants AUTHOR: Jeff Ross, Ph.D. For acute and chronic liver failure patients living in the United States today, there is but one single, curative treatment option: transplantation. There are no available drugs, dialysis or device therapies on the market, or readily in
October 7, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits ? 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): October 7, 2021 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (Co
October 7, 2021	EX-99.1	Miromatrix Announces the First Successful Transplant of a Bioengineered Whole Organ in a Large Animal Preclinical study of clinically relevant liver transplants advances the decellularization/recellularization approach, representing a key advancement EXHIBIT 99.1 Miromatrix Announces the First Successful Transplant of a Bioengineered Whole Organ in a Large Animal Preclinical study of clinically relevant liver transplants advances the decellularization/recellularization approach, representing a key advancement in new therapies for acute and chronic liver failure patients EDEN PRAIRIE, Minn., Oct. 7, 2021 ? Miromatrix Medical Inc. (NASDAQ: MIRO)
September 9, 2021	8-K	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): September 9, 2021 Miromatrix Medi 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): September 9, 2021 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (Commissi
September 9, 2021	EX-99.1	Miromatrix Welcomes Dr. John Barry as Vice President of Research and Development Exhibit 99.1 ? Miromatrix Welcomes Dr. John Barry as Vice President of Research and Development ? EDEN PRAIRIE, Minn., September 9, 2021 ? Miromatrix Medical Inc. (NASDAQ: MIRO), a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients' lives, today announced the hiring of Dr. John Barry as Vice President of Research and
September 3, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits ? 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): August 31, 2021 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40518 27-1285782 (State of other jurisdiction of incorporation) (Co
September 3, 2021	EX-10.2	Employment Agreement, dated August 31, 2021, by and between Miromatrix Medical Inc. and Brian Niebur. EXHIBIT 10.2 EMPLOYMENT AGREEMENT ? This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of August 31, 2021 (the ?Effective Date?), by and between Miromatrix Medical Inc., a Delaware Corporation (the ?Company?), and Brian Niebur (the ?Executive?). ? RECITALS ? A.The Executive has been employed by the Company as its Chief Financial Officer. ? B.The Company desires to continue to employ t
September 3, 2021	EX-10.1	Employment Agreement, dated August 31, 2021, by and between Miromatrix Medical Inc. and Jeff Ross. EXHIBIT 10.1 EMPLOYMENT AGREEMENT ? This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of August 31, 2021 (the ?Effective Date?), by and between Miromatrix Medical Inc., a Delaware Corporation (the ?Company?), and Jeff Ross (the ?Executive?). ? RECITALS ? A.The Executive has been employed by the Company as its Chief Executive Officer. ? B.The Company desires to continue to employ the
August 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐TRANSITION REPORT PURS Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 5, 2021	EX-10.1	Multi-Tenant Industrial Triple Net Lease, dated August 2, 2021, by and between the Company and B9 Polar Prairie Oaks Corporate LLC. EXHIBIT 10.1 MULTI-TENANT INDUSTRIAL TRIPLE NET LEASE This Multi-Tenant Industrial Triple Net Lease (this “Lease”) is made and entered into as of July 26, 2021 (the “Effective Date”), by and between B9 POLAR PRAIRIE OAKS CORPORATE LLC, a Delaware limited liability company (“Landlord”), and MIROMATRIX MEDICAL INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorp
August 5, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ? ? 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): August 2, 2021 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-40518 33-0303583 (State of other jurisdiction of incorporation)
June 28, 2021	EX-99.2	Miromatrix Medical Announces Closing of Initial Public Offering EX-99.2 5 tm2111005d27ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Miromatrix Medical Announces Closing of Initial Public Offering EDEN PRAIRIE, MN, June 28, 2021 – Miromatrix Medical Inc. (Nasdaq: MIRO) (“Miromatrix”), a life sciences company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients’ lives, today announced the closing of its init
June 28, 2021	EX-3.1	Second Amended and Restated Certificate of Incorporation of Miromatrix Medical Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2021) Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIROMATRIX MEDICAL INC. Miromatrix Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Miromatrix Medical Inc. The Corporation’s original certificate of incorporation was filed with the Secretary of State
June 28, 2021	EX-3.2	Amended and Restated Bylaws of Miromatrix Medical Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2021). Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MIROMATRIX INC. (the ?Corporation?) ARTICLE I Stockholders Section 1.01. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation?s Board of Directors (the ?Board of Directors
June 28, 2021	EX-99.1	Miromatrix Medical Announces Pricing of Upsized Initial Public Offering Exhibit 99.1 Miromatrix Medical Announces Pricing of Upsized Initial Public Offering EDEN PRAIRIE, MN, June 24, 2021 ? Miromatrix Medical Inc. (Nasdaq: MIRO) (?Miromatrix?), a life sciences company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients? lives, today announced the pricing of its initial public offering of 4,800,000 share
June 28, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events 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 28, 2021 Miromatrix Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40518 33-0303583 (State of other jurisdiction of incorporation) (Commission
June 24, 2021	424B4	4,800,000 Shares Miromatrix Medical Inc. Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-256649? PROSPECTUS 4,800,000 Shares Miromatrix Medical Inc. Common Stock We are offering 4,800,000 shares of our common stock. This is our initial public offering and no public market currently exists for our common stock. Our common stock is listed on the Nasdaq Capital Market under the symbol ?MIRO?. Investing in our commo
June 24, 2021	S-8	As Filed with the Securities and Exchange Commission on June 24, 2021 As Filed with the Securities and Exchange Commission on June 24, 2021 Registration No.
June 23, 2021	S-1MEF	As filed with the Securities and Exchange Commission on June 23, 2021 As filed with the Securities and Exchange Commission on June 23, 2021 Registration No.
June 22, 2021	CORRESP	By EDGAR Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax By EDGAR June 22, 2021 Nudrat Salik Brian Cascio U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Re: Miromatrix Medical Inc. Amendment No. 3 to Registration Statemen
June 22, 2021	S-1/A	As filed with the Securities and Exchange Commission on June 22, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 22, 2021.
June 21, 2021	CORRESP	, 2021 June 21, 2021 VIA EDGAR TRANSMISSION Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.
June 21, 2021	CORRESP	, 2021 CORRESP 1 filename1.htm June 21, 2021 VIA EDGAR TRANSMISSION Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attn: Nudrat Salik Brian Cascio Division of Corporation Finance Office of Life Sciences Re: Miromatrix Medical Inc. Registration Statement on Form S-1 (Registration No. 333-256649) Request for Acceleration of Effe
June 21, 2021	8-A12B	The description of the Registrant’s Common Stock, included in Form 8-A (File No. 001-40518) filed with the SEC on June 21, 2021, under the Exchange Act, including any amendment or report filed for the purpose of updating such description. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Miromatrix Medical Inc. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 27-1285782 (IRS Employer Identification No.) 10399 West 70th Stree
June 17, 2021	S-1/A	As filed with the Securities and Exchange Commission on June 17, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 17, 2021.
June 17, 2021	EX-4.10	Form of Common Stock Warrant issued to Randy Hines under the 2010 Plan Exhibit 4.10 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTR
June 16, 2021	EX-4.13	Form of Director Non-Qualified Stock Option Agreement EX-4.13 6 tm2111005d12ex4-13.htm EXHIBIT 4.13 Exhibit 4.13 Miromatrix Medical Inc. Non-Qualified Stock Option Agreement Under the 2021 Equity Incentive Plan Miromatrix Medical Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Opt
June 16, 2021	EX-4.15	Form of Director Restricted Stock Unit Award Agreement Exhibit 4.15 Miromatrix Medical Inc. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Miromatrix Medical Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement
June 16, 2021	EX-4.6	Cheshire Note and Warrant Purchase Agreement, dated March 6, 2020, between the Registrant and Cheshire MD Holdings, LLC Exhibit 4.6 NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement, dated as of March 6, 2020 (this ?Agreement?), is entered into by and between Miromatrix Medical Inc., a Delaware corporation (the ?Company?), and Cheshire MD Holdings, LLC, a Delaware limited liability company (the ?Investor?). RECITALS A. On the terms and subject to the conditions set forth herein, the Inves
June 16, 2021	S-1/A	Power of Attorney (included on the signature page to this registration statement) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 16, 2021.
June 16, 2021	EX-4.5	Cheshire Note, dated March 6, 2020, between the Registrant and Cheshire MD Holdings, LLC Exhibit 4.5 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGI
June 16, 2021	EX-4.14	Form of Employee Non-Qualified Stock Option Agreement Exhibit 4.14 Miromatrix Medical Inc. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Miromatrix Medical Inc. (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the ?Agreement
June 16, 2021	EX-4.1	Specimen Common Stock Certificate of Registrant Exhibit 4.1 0000001 SPECIMEN SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.00001 PER SHARE, OF MIROMATRIX MEDICAL INC. CUSIP 60471P 10 8 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CHIEF FINANCIAL OFFICER CHI
June 16, 2021	EX-4.12	Form of Stock Option issued by the Registrant to certain of its directors, officers and employees under the 2019 Plan Exhibit 4.12 Miromatrix Medical Inc. Non-Qualified Stock Option Agreement Under the 2021 Equity Incentive Plan Miromatrix Medical Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, con
June 16, 2021	CORRESP	By EDGAR CORRESP 1 filename1.htm Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax By EDGAR June 16, 2021 Nudrat Salik Brian Cascio U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Re: Miromatrix Medical Inc. Registration Sta
June 15, 2021	CORRESP	Faegre Drinker Biddle & Reath Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax By EDGAR June 15, 2021 FOIA Confidential Treatment Request Under 17 C.F.R. ?200.83 Alan Campbell Joe McCann Nudrat Salik Brian Cascio U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Wash
June 10, 2021	EX-10.28	Form of Indemnification Agreement by and between the Registrant and its individual directors and officers ? Exhibit 10.28 ? MIROMATRIX MEDICAL INC. ? INDEMNIFICATION AGREEMENT ? THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of March 19, 2020 between Miromatrix Medical Inc., a Delaware corporation (the ?Company?), and [Director] (?Indemnitee?). ? WITNESSETH THAT: ? WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other
June 10, 2021	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 [l] Shares1 MIROMATRIX MEDICAL INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT [l], 2021 craig-hallum capital group llc As Representative of the several Underwriters Named in Schedule I hereto c/o Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Miromatrix Medical Inc., a Delaware corporation (the
June 10, 2021	S-1/A	As filed with the Securities and Exchange Commission on June 10, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 10, 2021.
May 28, 2021	EX-10.10	First Amendment to the Mayo License Agreement, dated September 20, 2016, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.10 LICENSE AGREEMENT AMENDMENT #1 WHEREAS, effective as of December 1, 2014, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN
May 28, 2021	EX-10.13	Fourth Amendment to the Mayo License Agreement, dated January 24, 2018, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.13 LICENSE AGREEMENT AMENDMENT #4 WHEREAS, effective as of December 1, 2014, and as further amended September 20, 2016, September 12, 2017, and February 21, 2017, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research
May 28, 2021	EX-10.15	Sixth Amendment to the Mayo License Agreement, dated February 28, 2020, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.15 LICENSE AGREEMENT AMENDMENT #6 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (?Miromatrix?) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
May 28, 2021	EX-10.17	Sub-License Agreement, dated October 1, 2013, between the Registrant and Texas Heart Institute Exhibit 10.17 SUB-LICENSE AGREEMENT THIS SUB-LICENSE AGREEMENT is made as of the 1st day of October 2013 (the ?Effective Date?) by and between Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 18683 Bearpath Trail, Eden Prairie, MN 55347 USA (hereinafter ?Miromatrix?), and Texas Heart Institute, a Texas non-profit corporation with a principal place of business a
May 28, 2021	EX-10.3	Second Amendment to the Minnesota License Agreement, dated March 12, 2013, between the Registrant and the Regents of the University of Minnesota Exhibit 10.3 University of Minnesota SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Amendment Second?) is entered into and effective as of the date of last signature (the ?Second Amendment Effective Date?) by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the stat
May 28, 2021	EX-10.4	Third Amendment to the Minnesota License Agreement, dated December 11, 2014, between the Registrant and the Regents of the University of Minnesota Exhibit 10.4 THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Third Amendment?) is made and entered effective as of the date of the last signature (the ?Third Amendment Effective Date?), by and between Regents of the University of Minnesota (the ?University?), a Minnesota constitutional corporation under the laws of the state of
May 28, 2021	EX-10.5	Fourth Amendment to the Minnesota License Agreement, dated September 15, 2016, between the Registrant and the Regents of the University of Minnesota Exhibit 10.5 FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the "Fourth Amendment") is made and entered effective as of the date of the last signature (the "Fourth Amendment Effective Date"), by and between Regents of the University of Minnesota (the "University"), a Minnesota constitutional corporation under the laws of the stat
May 28, 2021	EX-10.6	Fifth Amendment to the Minnesota License Agreement, dated February 21, 2021, between the Registrant and the Regents of the University of Minnesota Exhibit 10.6 FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Fifth Amendment?) is made and entered effective as of the date of the last signature (the ?Fifth Amendment Effective Date?), by and between Regents of the University of Minnesota (the ?University?), a Minnesota constitutional corporation under the laws of the state of
May 28, 2021	EX-4.4	Series B-2 Preferred Stock Investor Rights Agreement, dated October 16, 2017, between the Registrant and certain investors Exhibit 4.4 MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this "Agreement") is effective as of the 16th day of October, 2017, by and among MIROMATRIX MEDICAL INC., a Delaware corporation (the "Company"), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series B-2 Convertible Preferred Stock, as defined herein
May 28, 2021	EX-10.1	Exclusive Patent License Agreement, dated February 4, 2010, between the Registrant and the University of Minnesota (the “Minnesota License Agreement) Exhibit 10.1 CONFIDENTIALITY AGREEMENT This confidentiality agreement (?Agreement?) is effective as of February 4th, 2010 (?Effective Date?), and is entered into by and between Miromatrix Medical Inc., a Delaware corporation, with offices located at 18683 Bearpath Trail, Eden Prairie, Minnesota 55347 (?MMI?), and the Regents of the University of Minnesota, a constitutional corporation under the la
May 28, 2021	EX-10.12	Third Amendment to the Mayo License Agreement, dated February 21, 2017, between the Registrant and Mayo Foundation for Medical Education Research Exhibit 10.12 AMENDMENT NO. 3 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MIROMATRIX MEDICAL INC. THIS Amendment No. three (?Amendment No. 3?), effective as of February, 21, 2017, to the License Agreement (?Agreement?) with an effective date of December 1, 2014, between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation ha
May 28, 2021	EX-10.8	License Agreement, dated September 15, 2013, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.8 LICENSE AGREEMENT THIS AGREEMENT is entered into as of the 15th day of September 2013 (the ?Effective Date?), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (?Miromatrix?), and Mayo Foundation for Medical Education and Research, a not for profit corporation wi
May 28, 2021	EX-3.1	Amended & Restated Certificate of Incorporation, as currently in effect Exhibit 3.1 Execution Verison AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIROMATRIX MEDICAL INC. Miromatrix Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies that: A.??????The name of the Corporation is Miromatrix Medical Inc. Miromatrix Medical Inc. was originally formed on July 13, 2009, under the name TayTech, Inc
May 28, 2021	EX-4.5	Cheshire Note, dated March 6, 2020, between the Registrant and Cheshire MD Holdings, LLC Exhibit 4.5 NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement, dated as of March 6, 2020 (this ?Agreement?), is entered into by and between Miromatrix Medical Inc., a Delaware corporation (the ?Company?), and Cheshire MD Holdings, LLC, a Delaware limited liability company (the ?Investor?). RECITALS A. On the terms and subject to the conditions set forth herein, the Inves
May 28, 2021	EX-3.2	Form of Second Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the completion of this offering Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIROMATRIX MEDICAL INC. Miromatrix Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Miromatrix Medical Inc. The Corporation?s original certificate of incorporation was filed with the Secretary of State
May 28, 2021	EX-10.20	The Stock Purchase Agreement, dated October 14, 2020, between the Registrant and Reprise Biomedical Inc. Exhibit 10.20 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of October 14, 2020, is entered into between Reprise Biomedical, Inc., a Minnesota corporation (the ?Company?), and Miromatrix Medical Inc., a Delaware corporation (?Seller?). WHEREAS, Seller owns 4,500,000 shares of common stock, $0.001 par value per share (the ?Shares?), of the Company; and WHEREAS,
May 28, 2021	EX-4.9	Form of Stock Option issued by the Registrant to certain of its directors, officers and employees under the 2010 Plan Exhibit 4.9 INCENTIVE STOCK OPTION AGREEMENT This Stock Option Agreement is made and entered into as of [ ], between [ ] (?Employee?) and Miromatrix Medical Inc., a Delaware corporation (the ?Company?). Background A. Employee has been hired as an employee of the Company or the Company desires to induce Employee to continue to serve the Company as an employee. B. The Company has adopted the 2010 St
May 28, 2021	EX-4.7	Cheshire Form of Subsequent Warrant, between the Registrant and Cheshire MD Holdings, LLC Exhibit 4.7 FINAL FORM THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION RE
May 28, 2021	EX-3.4	Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of this offering. Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF MIROMATRIX INC. (the ?Corporation?) ARTICLE I Stockholders Section 1.01. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation?s Board of Directors (the ?Board of Directors
May 28, 2021	EX-10.23	Second Amendment to the Patent and Know-How License Agreement, dated February 22, 2021, between the Registrant and Reprise Biomedical, Inc. Exhibit 10.23 Amendment No. 2 to Patent and Know-How License Agreement This Amendment No. 2 to the Patent and Know-How License Agreement (this ?Amendment?), amending that certain Patent and Know-How License Agreement (the ?License Agreement?), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (?Licensor?), and Reprise Biomedical, Inc., a Minnesota corporatio
May 28, 2021	EX-10.27	Miromatrix Inc. 2019 Stock Incentive Plan (the “2019 Plan”) Exhibit 10.27 Executive version MIROMATRIX MEDICAL INC. 2019 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Miromatrix Medical Inc. 2019 Equity Incentive Plan (the ?Plan?) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company?s stockholders, and to th
May 28, 2021	EX-4.8	Form of Common Stock Warrant issued by the Registrant to certain investors under the 2010 Plan Exhibit 4.8 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN APPL
May 28, 2021	EX-10.14	Fifth Amendment to the Mayo License Agreement, dated May 12, 2019, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.14 LICENSE AGREEMENT AMENDMENT #5 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (?Miromatrix?) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
May 28, 2021	EX-10.26	Miromatrix Inc. 2010 Stock Incentive Plan (the “2010 Plan”) Exhibit 10.26 MIROMATRIX MEDICAL INC. 2010 STOCK INCENTIVE PLAN 1.????????????Purpose. The purpose of the 2010 Stock Incentive Plan (the ?Plan?) of Miromatrix Medical Inc., a Delaware corporation (the ?Company?), is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (the ?Incentives?) designed to attract, retain and motivate emp
May 28, 2021	EX-3.3	Bylaws, currently in effect Exhibit 3.3 BYLAWS OF TAYTECH, INC. ARTICLE I STOCKHOLDERS Section 1.1????????????Annual Meetings. If required by applicable law, an annual meeting of stockholders will be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any proper business may be transact
May 28, 2021	EX-4.10	Form of Stock Option issued by the Registrant to certain of its directors, officers and employees under the 2019 Plan Exhibit 4.10 MIROMATRIX MEDICAL INC. Non-Qualified Stock Option Agreement 2019 Equity Incentive Plan Miromatrix Medical Inc. (the ?Company?), pursuant to its 2019 Equity Incentive Plan (the ?Plan?), hereby grants an Option to purchase shares of the Company?s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of th
May 28, 2021	CORRESP	Faegre Drinker Biddle & Reath Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax By EDGAR May 28, 2021 Nudrat Salik Brian Cascio U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Re: Miromatrix Medical Inc. Amendment No. 1 Form S-1 Submitted May 6,
May 28, 2021	EX-10.11	Second Amendment to the Mayo License Agreement, dated September 12, 2017, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.11 LICENSE AGREEMENT AMENDMENT #2 WHEREAS, effective as of December 1, 2014, and as further amended September 20, 2016, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an a
May 28, 2021	EX-10.22	First Amendment to the Patent and Know-How License Agreement, dated October 3, 2019, between the Registrant and Reprise Biomedical, Inc. Exhibit 10.22 Amendment No. 1 to Patent and Know-How License Agreement This Amendment No. 1 to the Patent and Know-How License Agreement (this ?Amendment?), amending that certain Patent and Know-How License Agreement (the ?License Agreement?), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (?Licensor?), and Reprise Biomedical, Inc., a Minnesota corporatio
May 28, 2021	EX-4.2	Series A Preferred Stock Investor Rights Agreement, dated November 22, 2011, between the Registrant and certain investors Exhibit 4.2 MIROMATRIX MEDICAL, INC. INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this ?Agreement?) is effective as of the 22nd day of November, 2011, by and among MIROMATRIX, INC., a Delaware corporation (the ?Company?), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series A Convertible Preferred Stock, as defined herein, (such
May 28, 2021	EX-4.6	Cheshire Initial Warrant, dated March 6, 2020, between the Registrant and Cheshire MD Holdings, LLC Exhibit 4.6 EXECUTION VERSION THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRA
May 28, 2021	EX-10.16	Seventh Amendment to the Mayo License Agreement, dated February 26, 2021, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.16 LICENSE AGREEMENT AMENDMENT #7 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
May 28, 2021	EX-10.21	Patent and Know-How License Agreement, dated June 30, 2019, between the Registrant and Reprise Biomedical Inc. Exhibit 10.21 Execution Version Patent and Know-How License Agreement This Patent and Know-How License Agreement ("Agreement"), dated as of June 30, 2019 (the "Effective Date"), is by and between Miromatrix Medical Inc., a Delaware corporation ("Licensor"), and Reprise Biomedical, Inc., a Minnesota corporation ("Licensee") (collectively, the "Parties" or each, individually, a "Party"). WHEREAS, Li
May 28, 2021	EX-10.7	License Agreement, dated January 1, 2011, between the Registrant and Mayo Foundation for Medical Education and Research Exhibit 10.7 LICENSE AGREEMENT THIS AGREEMENT is entered into as of the 1st day of January 2011 (the "Effective Date"), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, ("Miromatrix"), and Mayo Foundation for Medical Education and Research, a not for profit corporation with
May 28, 2021	EX-10.31	Miromatrix Inc. 2021 Employee Stock Purchase Plan Exhibit 10.31 Appendix D MIROMATRIX MEDICAL INC. EMPLOYEE STOCK PURCHASE PLAN 1.??????????????Purpose of the Plan. The purpose of this Miromatrix Medical Inc. Employee Stock Purchase Plan (the ?Plan?) is to provide the employees of Miromatrix Medical Inc. (the ?Company?) and its participating subsidiaries with a convenient means of purchasing shares of the Company?s common stock from time to time
May 28, 2021	EX-10.29	Employment Agreement, dated March 3, 2017, between the Registrant and Jeff Ross Exhibit 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 3, 2017 (the ?Effective Date?), by and between Miromatrix Medical Inc., a Delaware corporation (the ?Company?) located in Minneapolis, Minnesota and Jeff Ross, a Minnesota resident (the ?Executive?). BACKGROUND A. Executive has been employed by the Company and serving as its Executi
May 28, 2021	EX-10.24	Series C Purchase Agreement, dated May 3, 2021, among the Registrant, Baxter Healthcare Corporation and CareDx, Inc. Exhibit 10.24 Execution Version SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this ?Agreement?), is made as of May 3, 2021, by and among Miromatrix Medical Inc., a Delaware corporation (the ?Company?), and the investors listed on Exhibit A attached to this Agreement (each a ?Purchaser? and together the ?Purchasers?). The parti
May 28, 2021	EX-10.2	First Amendment to the Minnesota License Agreement, dated November 17, 2010, between the Registrant and the University of Minnesota Exhibit 10.2 University of Minnesota FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Amendment 1ST ?) is entered into this 17th day of November, 2010 by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate
May 28, 2021	EX-10.19	Second Amendment to the Sub-License Agreement, dated September 25, 2018, between the Registrant and Texas Heart Exhibit 10.19 SECOND AMENDMENT TO SUB-LICENSE AGREEMENT THIS SECOND AMENDMENT (?Second Amendment?) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with .a principal place of business at 10399 West 70th Street, Eden Prairie; MN 55334 USA (hereinafter ?Miromatrix?), and Texas. Heart Institute, a Texas non-profit corporation with a principal place o
May 28, 2021	EX-10.18	First Amendment to the Sub-License Agreement, dated April 1, 2014, between the Registrant and Texas Heart Institute Exhibit 10.18 FIRST AMENDMENT TO SUB-LICENSE AGREEMENT THIS FIRST AMENDMENT (?First Amendment?) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 18683 Bearpath Trail, Eden Prairie, MN 5534 7 USA (hereinafter ?Miromatrix?), and Texas Heart Institute, a Texas non-profit corporation with a principal place of busi
May 28, 2021	S-1	Form S-1, as amended (File No. 333-256649) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 28, 2021.
May 28, 2021	EX-10.25	Series C Side Letter, dated May 21, 2021, among the Registrant, Baxter Healthcare Corporation and CareDx, Inc. Exhibit 10.25 Execution Version MIROMATRIX MEDICAL INC. 10399 West 70th Street Eden Prairie, MN 55344 May 21, 2021 Baxter Healthcare Corporation One Baxter Parkway, Deerfield, Illinois, 60015 Attn: General Counsel Email: [email protected] CareDx, Inc. 1 Tower Pl 9th floor, South San Francisco, CA 94080 Attention: Reginald Seeto RE: SERIES C CONVERTIBLE PREFERRED STOCK Dear Investors: Refe
May 28, 2021	EX-10.30	Miromatrix Inc. 2021 Stock Incentive Plan (the “2021 Plan”) Exhibit 10.30 Appendix D MIROMATRIX MEDICAL INC. 2021 EQUITY INCENTIVE PLAN 1.????????????Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating and rewarding certain key employees, officers, directors, and consultants of the Company and its Affiliates, promoting the creation of long-term value for stockholders of the Company by closely aligning the interest
May 28, 2021	EX-10.9	License Agreement, dated December 1, 2014, between the Registrant and Mayo Foundation for Medical Education and Research (the “Mayo License Agreement”) Exhibit 10.9 LICENSE AGREEMENT THIS AGREEMENT is entered into as of the 1st day of December 2014 (the ?Effective Date?), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (?Miromatrix?), and Mayo Foundation for Medical Education and Research, a not for profit corporation with
May 28, 2021	EX-4.3	Series B Preferred Stock Investor Rights Agreement, dated October 8, 2013, between the Registrant and certain investors Exhibit 4.3 MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this ?Agreement?) is effective as of the 8th day of October, 2013, by and among MIROMATRIX MEDICAL INC., a Delaware corporation (the ?Company?), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series B Convertible Preferred Stock, as defined herein, (
May 6, 2021	EX-10.17	COLLABORATION AGREEMENT Exhibit 10.17 COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (the ?Agreement?) is entered into as of the 19th day of October 2015 (the ?Effective Date?), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 10399 West 70th Street, Eden Prairie, MN 55344, (?Miromatrix?), and Icahn School of Medicine at Mount Sinai, a N
May 6, 2021	EX-10.22	SECOND AMENDMENT TO SUB-LICENSE AGREEMENT Exhibit 10.22 SECOND AMENDMENT TO SUB-LICENSE AGREEMENT THIS SECOND AMENDMENT (?Second Amendment?) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with .a principal place of business at 10399 West 70th Street, Eden Prairie; MN 55334 USA (hereinafter ?Miromatrix?), and Texas. Heart Institute, a Texas non-profit corporation with a principal place o
May 6, 2021	EX-4.2	MIROMATRIX MEDICAL, INC. INVESTOR RIGHTS AGREEMENT Exhibit 4.2 MIROMATRIX MEDICAL, INC. INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this ?Agreement?) is effective as of the 22nd day of November, 2011, by and among MIROMATRIX, INC., a Delaware corporation (the ?Company?), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series A Convertible Preferred Stock, as defined herein, (such
May 6, 2021	EX-10.27	MIROMATRIX MEDICAL INC. 2010 STOCK INCENTIVE PLAN Exhibit 10.27 MIROMATRIX MEDICAL INC. 2010 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the 2010 Stock Incentive Plan (the ?Plan?) of Miromatrix Medical Inc., a Delaware corporation (the ?Company?), is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (the ?Incentives?) designed to attract, retain and motivate employees, dir
May 6, 2021	EX-10.12	AMENDMENT NO. 3 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MIROMATRIX MEDICAL INC. Exhibit 10.12 AMENDMENT NO. 3 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MIROMATRIX MEDICAL INC. THIS Amendment No. three (?Amendment No. 3?), effective as of February, 21, 2017, to the License Agreement (?Agreement?) with an effective date of December 1, 2014, between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation ha
May 6, 2021	EX-10.20	SUB-LICENSE AGREEMENT Exhibit 10.20 SUB-LICENSE AGREEMENT THIS SUB-LICENSE AGREEMENT is made as of the 1st day of October 2013 (the ?Effective Date?) by and between Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 18683 Bearpath Trail, Eden Prairie, MN 55347 USA (hereinafter ?Miromatrix?), and Texas Heart Institute, a Texas non-profit corporation with a principal place of business a
May 6, 2021	EX-10.21	FIRST AMENDMENT TO SUB-LICENSE AGREEMENT Exhibit 10.21 FIRST AMENDMENT TO SUB-LICENSE AGREEMENT THIS FIRST AMENDMENT (?First Amendment?) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 18683 Bearpath Trail, Eden Prairie, MN 5534 7 USA (hereinafter ?Miromatrix?), and Texas Heart Institute, a Texas non-profit corporation with a principal place of busi
May 6, 2021	EX-10.24	Patent and Know-How License Agreement Exhibit 10.24 Execution Version Patent and Know-How License Agreement This Patent and Know-How License Agreement ("Agreement"), dated as of June 30, 2019 (the "Effective Date"), is by and between Miromatrix Medical Inc., a Delaware corporation ("Licensor"), and Reprise Biomedical, Inc., a Minnesota corporation ("Licensee") (collectively, the "Parties" or each, individually, a "Party"). WHEREAS, Li
May 6, 2021	EX-10.26	Amendment No. 2 Patent and Know-How License Agreement Exhibit 10.26 Amendment No. 2 to Patent and Know-How License Agreement This Amendment No. 2 to the Patent and Know-How License Agreement (this ?Amendment?), amending that certain Patent and Know-How License Agreement (the ?License Agreement?), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (?Licensor?), and Reprise Biomedical, Inc., a Minnesota corporatio
May 6, 2021	EX-10.5	FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT Exhibit 10.5 FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the "Fourth Amendment") is made and entered effective as of the date of the last signature (the "Fourth Amendment Effective Date"), by and between Regents of the University of Minnesota (the "University"), a Minnesota constitutional corporation under the laws of the stat
May 6, 2021	EX-4.4	MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENT Exhibit 4.4 MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this "Agreement") is effective as of the 16th day of October, 2017, by and among MIROMATRIX MEDICAL INC., a Delaware corporation (the "Company"), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series B-2 Convertible Preferred Stock, as defined herein
May 6, 2021	DRSLTR	By EDGAR Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax By EDGAR May 6, 2021 Nudrat Salik Brian Cascio U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Re: Miromatrix Medical Inc. Draft Registration Statement on Form S-1 S
May 6, 2021	EX-10.8	LICENSE AGREEMENT Exhibit 10.8 LICENSE AGREEMENT THIS AGREEMENT is entered into as of the 15th day of September 2013 (the ?Effective Date?), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (?Miromatrix?), and Mayo Foundation for Medical Education and Research, a not for profit corporation wi
May 6, 2021	EX-10.6	FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT Exhibit 10.6 FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS FIFTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Fifth Amendment?) is made and entered effective as of the date of the last signature (the ?Fifth Amendment Effective Date?), by and between Regents of the University of Minnesota (the ?University?), a Minnesota constitutional corporation under the laws of the state of
May 6, 2021	EX-10.4	THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT Exhibit 10.4 THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Third Amendment?) is made and entered effective as of the date of the last signature (the ?Third Amendment Effective Date?), by and between Regents of the University of Minnesota (the ?University?), a Minnesota constitutional corporation under the laws of the state of
May 6, 2021	EX-10.23	STOCK PURCHASE AGREEMENT Exhibit 10.23 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of October 14, 2020, is entered into between Reprise Biomedical, Inc., a Minnesota corporation (the ?Company?), and Miromatrix Medical Inc., a Delaware corporation (?Seller?). WHEREAS, Seller owns 4,500,000 shares of common stock, $0.001 par value per share (the ?Shares?), of the Company; and WHEREAS,
May 6, 2021	EX-10.19	AMENDMENT #2 Exhibit 10.19 BLU-0098A2 AMENDMENT #2 This Amendment No. 2 (this "Second Amendment"), effective as of April 6, 2021, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal business address at One Gustave L. Levy Place, New York, NY 10029 ("Mount Sinai"), and Miromatrix Medical Inc., a Delaware corporation with a p
May 6, 2021	EX-4.3	MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENT Exhibit 4.3 MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this ?Agreement?) is effective as of the 8th day of October, 2013, by and among MIROMATRIX MEDICAL INC., a Delaware corporation (the ?Company?), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series B Convertible Preferred Stock, as defined herein, (
May 6, 2021	EX-10.7	LICENSE AGREEMENT Exhibit 10.7 LICENSE AGREEMENT THIS AGREEMENT is entered into as of the 1st day of January 2011 (the "Effective Date"), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, ("Miromatrix"), and Mayo Foundation for Medical Education and Research, a not for profit corporation with
May 6, 2021	EX-10.18	Amendment No. 1 to COLLABORATION AGREEMENT between Icahn School of Medicine at Mount Sinai and Miromatrix Exhibit 10.18 Amendment No. 1 to COLLABORATION AGREEMENT between Icahn School of Medicine at Mount Sinai and Miromatrix This Amendment No.1 (the "Amendment"), effective as of April 27, 2016, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal business address at One Gustave L. Levy Place, New York, NY 10029 ("M
May 6, 2021	EX-10.15	LICENSE AGREEMENT AMENDMENT #6 Exhibit 10.15 LICENSE AGREEMENT AMENDMENT #6 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (?Miromatrix?) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
May 6, 2021	EX-10.25	Amendment No. 1 Patent and Know-How License Agreement Exhibit 10.25 Amendment No. 1 to Patent and Know-How License Agreement This Amendment No. 1 to the Patent and Know-How License Agreement (this ?Amendment?), amending that certain Patent and Know-How License Agreement (the ?License Agreement?), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (?Licensor?), and Reprise Biomedical, Inc., a Minnesota corporatio
May 6, 2021	EX-10.9	LICENSE AGREEMENT Exhibit 10.9 LICENSE AGREEMENT THIS AGREEMENT is entered into as of the 1st day of December 2014 (the ?Effective Date?), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (?Miromatrix?), and Mayo Foundation for Medical Education and Research, a not for profit corporation with
May 6, 2021	EX-10.30	EMPLOYMENT AGREEMENT EX-10.30 33 filename33.htm Exhibit 10.30 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2017 (the “Effective Date”), by and between Miromatrix Medical Inc., a Delaware corporation (the “Company”) located in Minneapolis, Minnesota and Jeff Ross, a Minnesota resident (the “Executive”). BACKGROUND A. Executive has been employed by the Company
May 6, 2021	EX-10.3	University of Minnesota SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT Exhibit 10.3 University of Minnesota SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS SECOND AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Amendment Second?) is entered into and effective as of the date of last signature (the ?Second Amendment Effective Date?) by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the stat
May 6, 2021	EX-10.11	LICENSE AGREEMENT AMENDMENT #2 Exhibit 10.11 LICENSE AGREEMENT AMENDMENT #2 WHEREAS, effective as of December 1, 2014, and as further amended September 20, 2016, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an a
May 6, 2021	EX-10.10	LICENSE AGREEMENT AMENDMENT #1 Exhibit 10.10 LICENSE AGREEMENT AMENDMENT #1 WHEREAS, effective as of December 1, 2014, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN
May 6, 2021	DRS/A	Confidential Draft Submission No. 2 submitted to the Securities and Exchange Commission on May 6, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains stric TABLE OF CONTENTS Confidential Draft Submission No. 2 submitted to the Securities and Exchange Commission on May 6, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGI
May 6, 2021	EX-10.1	CONFIDENTIALITY AGREEMENT Exhibit 10.1 CONFIDENTIALITY AGREEMENT This confidentiality agreement (?Agreement?) is effective as of February 4th, 2010 (?Effective Date?), and is entered into by and between Miromatrix Medical Inc., a Delaware corporation, with offices located at 18683 Bearpath Trail, Eden Prairie, Minnesota 55347 (?MMI?), and the Regents of the University of Minnesota, a constitutional corporation under the la
May 6, 2021	EX-10.16	LICENSE AGREEMENT AMENDMENT #7 Exhibit 10.16 LICENSE AGREEMENT AMENDMENT #7 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
May 6, 2021	EX-10.13	LICENSE AGREEMENT AMENDMENT #4 Exhibit 10.13 LICENSE AGREEMENT AMENDMENT #4 WHEREAS, effective as of December 1, 2014, and as further amended September 20, 2016, September 12, 2017, and February 21, 2017, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research
May 6, 2021	EX-10.2	University of Minnesota FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT Exhibit 10.2 University of Minnesota FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT THIS FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the ?Amendment 1ST ?) is entered into this 17th day of November, 2010 by and between Regents of the University of Minnesota, a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate
May 6, 2021	EX-10.28	MIROMATRIX MEDICAL INC. 2019 EQUITY INCENTIVE PLAN Exhibit 10.28 Executive version MIROMATRIX MEDICAL INC. 2019 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Miromatrix Medical Inc. 2019 Equity Incentive Plan (the ?Plan?) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company?s stockholders, and to th
May 6, 2021	EX-10.14	LICENSE AGREEMENT AMENDMENT #5 Exhibit 10.14 LICENSE AGREEMENT AMENDMENT #5 WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (?Miromatrix?) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First St
March 29, 2021	DRSLTR	Faegre Drinker Biddle & Reath LLP Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax March 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Miromatrix Medical Inc. Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of Miromatr
March 29, 2021	DRS	Confidential Draft Submission No. 1 submitted to the Securities and Exchange Commission on March 29, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains st TABLE OF CONTENTS Confidential Draft Submission No. 1 submitted to the Securities and Exchange Commission on March 29, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 R

MIRO / Miromatrix Medical Inc - SEC Filings, Annual Report, Proxy Statement

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