SEC Comment Letter 0000000000-23-013473 to Miromatrix Medical Inc. (CIK 0001527096)
Miromatrix Medical Inc. (CIK 0001527096)
Date: Dec. 11, 2023 · CIK: 0001527096 · Accession: 0000000000-23-013473
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo December 11, 2023 Jeffrey Ross Chief Executive Officer Miromatrix Medical Inc. 6455 Flying Cloud Drive, Suite 107 Eden Prairie, MN 55344 Re:Miromatrix Medical Inc. Schedule 14D-9/A filed November 30, 2023 File No. 005-93461 Dear Jeffrey Ross: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Schedule 14D-9/A filed November 30, 2023 Summary of Piper Sandler's Financial Analysis, page 28 1.Please expand your response to prior comment 3 to provide your analysis as to why you do not believe that a financial advisor engaged by your board of directors to provide advice with respect to a tender offer and whose analyses or conclusions are discussed in your Schedule 14D-9 is not "indirectly employed, retained, or to be compensated" to assist you to make your Schedule 14D-9 solicitation or recommendation under Item 1009(a) of Regulation S-K. In this regard, we refer you to Question 159.01 of the Division of Corporation Finance's "Tender Offer Rules and Schedules" Compliance and Disclosure Interpretations. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202- 551-3263.
FirstName LastNameJeffrey Ross Comapany NameMiromatrix Medical Inc. December 11, 2023 Page 2 FirstName LastName Jeffrey Ross Miromatrix Medical Inc. December 11, 2023 Page 2 Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
December 11, 2023
Jeffrey Ross
Chief Executive Officer
Miromatrix Medical Inc.
6455 Flying Cloud Drive, Suite 107
Eden Prairie, MN 55344
Re:Miromatrix Medical Inc.
Schedule 14D-9/A filed November 30, 2023
File No. 005-93461
Dear Jeffrey Ross:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Schedule 14D-9/A filed November 30, 2023
Summary of Piper Sandler's Financial Analysis, page 28
1.Please expand your response to prior comment 3 to provide your analysis as to why you
do not believe that a financial advisor engaged by your board of directors to provide
advice with respect to a tender offer and whose analyses or conclusions are discussed in
your Schedule 14D-9 is not "indirectly employed, retained, or to be compensated" to assist
you to make your Schedule 14D-9 solicitation or recommendation under Item 1009(a) of
Regulation S-K. In this regard, we refer you to Question 159.01 of the Division of
Corporation Finance's "Tender Offer Rules and Schedules" Compliance and Disclosure
Interpretations.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202-
551-3263.
FirstName LastNameJeffrey Ross
Comapany NameMiromatrix Medical Inc.
December 11, 2023 Page 2
FirstName LastName
Jeffrey Ross
Miromatrix Medical Inc.
December 11, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions