TMDX Transmedics












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 27, 2020



TransMedics Group, Inc.

(Exact Name of Registrant as Specified in Charter)




Massachusetts 001-38891 83-2181531

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

200 Minuteman Road

Andover, Massachusetts 01810

(Address of Principal Executive Offices, and Zip Code)


Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):


Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant toRule 14a-12 under the Exchange Act(17 CFR 240.14a-12)


Pre-commencement communication pursuant toRule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))


Pre-commencement communication pursuant toRule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, no par value per share TMDX 

The Nasdaq Stock Market LLC

(The Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01 Other Events.

On April 20, 2020, TransMedics, Inc. (the “Borrower”), a Delaware corporation and wholly-owned subsidiary of TransMedics Group, Inc. (the “Company”), issued a Promissory Note (the “Promissory Note”) to Bank of America, NA (the “Lender”), pursuant to which the Borrower received loan proceeds of $2,249,280 (the “Loan”) provided under the Paycheck Protection Program (the “Paycheck Protection Program”) established under the Coronavirus Aid, Relief, and Economic Security Act and guaranteed by the U.S. Small Business Administration (the “SBA”).

On April 23, 2020, the SBA, in consultation with the U.S. Department of Treasury, issued new guidance that creates uncertainty regarding whether any public company, regardless of the impact of theCOVID-19 pandemic on revenue or how recently the company became an SEC registrant, meets the qualification requirements for a loan provided under the Paycheck Protection Program. The Borrower believes it qualified to receive the funds pursuant to the Paycheck Protection Program; however, on April 27, 2020, the Borrower determined to repay, and the Borrower initiated the immediate repayment of, the full amount of the Loan to the Lender. The Borrower has maintained full-time employee headcount and salary levels sufficient to qualify for forgiveness of the Loan and intended to use the Loan for qualifying expenses in accordance with the terms of the Paycheck Protection Program. Prior to receiving the Loan, the Company had taken measures to reduce near-term expenses, including reducing allnon-essential discretionary expenses and deferring a portion of executive and employee compensation.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Date: April 28, 2020




/s/ Stephen Gordon


Name: Stephen Gordon


Title: Chief Financial Officer, Treasurer and Secretary