Correspondence 0001104659-23-122484 from Miromatrix Medical Inc. (CIK 0001527096)
Miromatrix Medical Inc. (CIK 0001527096)
Date: Nov. 30, 2023 · CIK: 0001527096 · Accession: 0001104659-23-122484
AI Filing Summary & Sentiment
Referenced dates: November 22, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Mergers & Acquisitions Re: Miromatrix Medical Inc. Schedule 14D-9 filed November 13, File No. 005-93461 SEC Comment Letter dated November 22, 2023
Dear Mr. Soares and Ms. Chalk:
This letter is being submitted on behalf of Miromatrix Medical Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s above-referenced Schedule 14D-9 (the “Schedule 14D-9”), as set forth in the Staff’s letter dated November 22, 2023 (the “Comment Letter”). The Company is concurrently filing Amendment No. 2 to the Schedule 14D-9 (“Amendment No. 2”), which includes changes in response to the Staff’s comments.
The headings and numbered paragraphs below correspond to the headings and numbered paragraphs set forth in the Comment Letter. For the Staff’s convenience, we have set forth below in italics each of the numbered comments from the Comment Letter followed by the Company’s responses thereto in regular type.
All references to page numbers in the Company’s responses refer to page numbers in the Schedule 14D-9. Capitalized terms used but not defined in this letter have the meanings given to them in the Schedule 14D-9.
November 30, 2023
Page 2
Schedule 14D-9 filed November 13, 2023
The Solicitation or Recommendation, page 14
1. On page 25, under the bullet point “Interests of Insiders,” you state: “The interests that certain directors and executive officers of the Company may have with respect to the Transactions that may be different from, or in addition to, their interests as stockholders of the Company or the interests of the Company’s other stockholders generally.” This qualified, generic disclosure is not helpful in informing stockholders as to whether these individuals have different interests in the Transactions or as to the nature of such interests. Please revise to summarize the interests of the executive officers and directors that differ from the interests of the Company’s stockholders, and how the Board considered them in making its recommendation.
Company Response: In response to the Staff’s comment, in Amendment No. 2, the Company has revised the disclosure set forth in “Item 4. The Solicitation or Recommendation—Considerations against and risks associated with the proposed Transactions” on page 25 of the Schedule 14D-9.
Summary of Piper Sandler’s Financial Analysis, page 28
2. We note your statement in the first paragraph of this section that the discussion that follows “does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Piper Sandler.” Please revise this language (and the subsequent discussion if applicable) to make clear that all material analyses are described.
Company Response: The Company respectfully notes for the Staff that the Schedule 14D-9 already includes an unqualified statement on page 28 that the discussion that follows “is a summary of the material financial analyses prepared and reviewed with the Board in connection with the Piper Sandler Opinion.” The Company supplementally confirms that such statement is accurate and, therefore, no revision to the subsequent discussion is required for it to be a fair description of all material analyses prepared by Piper Sandler and reviewed with the Board.
3. On page 32, you state that “[t]he Company also agreed to indemnify Piper Sandler against certain liabilities and reimburse Piper Sandler for certain expenses in connection with Piper Sandler’s services.” Please provide additional details about these arrangements under Item 5 of Schedule 14D-9. See Item 1009(a) of Regulation M-A.
Company Response: The Company acknowledges the Staff’s comment and has included in Amendment No. 2 revisions to the language that originally appeared on page 32 of the Schedule 14D-9 that provide additional detail regarding the indemnification and expense reimbursement provisions included in Piper Sandler’s engagement letter with the Company.
The Company supplementally notes for the Staff that Piper Sandler has not been employed or retained to make solicitations or recommendations in connection with the transaction and thus is not party to any arrangement required to be disclosed under Item 5 of Schedule 14D-9 or pursuant to Item 1009(a) of Regulation M-A. Amendment No. 2 includes additional disclosure clarifying that the disclosure included with respect to the Company’s financial advisors is included in the interest of full disclosure and not because they have been so employed or retained.
November 30, 2023
Page 3
4. On page 33, you state: “[I]n connection with the Board’s evaluation of the Transactions, the Board considered certain nonpublic unaudited prospective financial information prepared by Company management relating to the Company, which we refer to as the ‘Projections.’ The Projections were provided to Piper Sandler for its use and reliance in connection with its financial analyses and opinion summarized above and were also provided to Parent on October 24, 2023 as part of its final confirmatory due diligence.” Please clarify whether the “Projections” mentioned here are the same information provided elsewhere in the Schedule 14D-9. Otherwise, please include such information or advise.
Company Response: The Company confirms that the “Projections” mentioned in the cited sentence are the same as the information provided elsewhere in the Schedule 14D-9 and are described under the caption “The Projections” in “Item 4. The Solicitation or Recommendation—Summary of Piper Sandler’s Financial Analysis–Certain Prospective Financial Information” beginning on page 34 of the Schedule 14D-9. In response to the Staff’s comment, in Amendment No. 2, the Company has revised the disclosure set forth in “Item 4. The Solicitation or Recommendation—Summary of Piper Sandler’s Financial Analysis–Certain Prospective Financial Information” on page 33 of the Schedule 14D-9.
We very much appreciate the Staff’s review of this filing. If you have any questions regarding Amendment No. 2 to the Schedule 14D-9 or these responses, please feel free to contact me at (612) 766-8577.
Respectfully,
FAEGRE DRINKER BIDDLE & REATH LLP
Show Raw Text
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
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 13,
2023
File No. 005-93461
SEC Comment Letter dated November 22, 2023
Dear Mr. Soares and Ms. Chalk:
This letter is being submitted
on behalf of Miromatrix Medical Inc. (the “Company”) in response to comments from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect
to the Company’s above-referenced Schedule 14D-9 (the “Schedule 14D-9”), as set forth in the Staff’s letter
dated November 22, 2023 (the “Comment Letter”). The Company is concurrently filing Amendment No. 2 to the
Schedule 14D-9 (“Amendment No. 2”), which includes changes in response to the Staff’s comments.
The headings and numbered
paragraphs below correspond to the headings and numbered paragraphs set forth in the Comment Letter. For the Staff’s convenience,
we have set forth below in italics each of the numbered comments from the Comment Letter followed by the Company’s responses thereto
in regular type.
All references to page numbers
in the Company’s responses refer to page numbers in the Schedule 14D-9. Capitalized terms used but not defined in this letter
have the meanings given to them in the Schedule 14D-9.
November 30, 2023
Page 2
Schedule 14D-9 filed November 13, 2023
The Solicitation or Recommendation, page 14
1. On page 25, under the bullet point “Interests of Insiders,” you state: “The interests that certain directors
and executive officers of the Company may have with respect to the Transactions that may be different from, or in addition to, their interests
as stockholders of the Company or the interests of the Company’s other stockholders generally.” This qualified, generic disclosure
is not helpful in informing stockholders as to whether these individuals have different interests in the Transactions or as to the nature
of such interests. Please revise to summarize the interests of the executive officers and directors that differ from the interests of
the Company’s stockholders, and how the Board considered them in making its recommendation.
Company
Response: In response to the Staff’s comment, in Amendment No. 2, the Company has revised the disclosure set forth
in “Item 4. The Solicitation or Recommendation—Considerations against and risks associated with the proposed Transactions”
on page 25 of the Schedule 14D-9.
Summary of Piper Sandler’s Financial
Analysis, page 28
2. We note your statement in the first paragraph of this section that the discussion that follows “does not purport to be a
complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Piper Sandler.”
Please revise this language (and the subsequent discussion if applicable) to make clear that all material analyses are described.
Company
Response: The Company respectfully notes for the Staff that the Schedule 14D-9 already includes an unqualified statement on
page 28 that the discussion that follows “is a summary of the material financial analyses prepared and reviewed with the Board
in connection with the Piper Sandler Opinion.” The Company supplementally confirms that such statement is accurate and, therefore,
no revision to the subsequent discussion is required for it to be a fair description of all material analyses prepared by Piper Sandler
and reviewed with the Board.
3. On page 32, you state that “[t]he Company also agreed to indemnify Piper Sandler against certain liabilities and reimburse
Piper Sandler for certain expenses in connection with Piper Sandler’s services.” Please provide additional details about these
arrangements under Item 5 of Schedule 14D-9. See Item 1009(a) of Regulation M-A.
Company
Response: The Company acknowledges the Staff’s comment and has included in Amendment No. 2 revisions to the language
that originally appeared on page 32 of the Schedule 14D-9 that provide additional detail regarding the indemnification and expense
reimbursement provisions included in Piper Sandler’s engagement letter with the Company.
The Company supplementally notes for
the Staff that Piper Sandler has not been employed or retained to make solicitations or recommendations in connection with the transaction
and thus is not party to any arrangement required to be disclosed under Item 5 of Schedule 14D-9 or pursuant to Item 1009(a) of
Regulation M-A. Amendment No. 2 includes additional disclosure clarifying that the disclosure included with respect to the Company’s
financial advisors is included in the interest of full disclosure and not because they have been so employed or retained.
November 30, 2023
Page 3
4. On page 33, you state: “[I]n connection with the Board’s evaluation of the Transactions, the Board considered
certain nonpublic unaudited prospective financial information prepared by Company management relating to the Company, which we refer to
as the ‘Projections.’ The Projections were provided to Piper Sandler for its use and reliance in connection with its financial
analyses and opinion summarized above and were also provided to Parent on October 24, 2023 as part of its final confirmatory due
diligence.” Please clarify whether the “Projections” mentioned here are the same information provided elsewhere in the
Schedule 14D-9. Otherwise, please include such information or advise.
Company
Response: The Company confirms that the “Projections” mentioned in the cited sentence are the same as the information
provided elsewhere in the Schedule 14D-9 and are described under the caption “The Projections” in “Item 4. The Solicitation
or Recommendation—Summary of Piper Sandler’s Financial Analysis–Certain Prospective Financial Information”
beginning on page 34 of the Schedule 14D-9. In response to the Staff’s comment, in Amendment No. 2, the Company has revised
the disclosure set forth in “Item 4. The Solicitation or Recommendation—Summary of Piper Sandler’s Financial Analysis–Certain
Prospective Financial Information” on page 33 of the Schedule 14D-9.
We very much appreciate the Staff’s review of this filing. If
you have any questions regarding Amendment No. 2 to the Schedule 14D-9 or these responses, please feel free to contact me at (612)
766-8577.
Respectfully,
FAEGRE DRINKER BIDDLE & REATH LLP
/s/ Steven C. Kennedy
Steven C. Kennedy
Enclosures
cc: Jeff Ross, Miromatrix Medical
Inc.
Michael A. Stanchfield, Faegre Drinker Biddle &
Reath LLP
Brandon C. Mason, Faegre Drinker Biddle &
Reath LLP