TransMedics (TMDX) 8-KCompletion 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): June 27, 2024

TransMedics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (978) 552-0900

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

Emerging growth company ☐

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

As previously disclosed in a Current Report on Form 8-K filed by TransMedics Group, Inc. (the “Company”) on September 5, 2023, a Current Report on Form 8-K filed by the Company on September 12, 2023, a Current Report on Form 8-K filed by the Company on September 22, 2023, a Current Report on Form 8-K filed by the Company on November 13, 2023, a Current Report on Form 8-K filed by the Company on December 19, 2023, a Current Report on Form 8-K filed by the Company on January 2, 2024, a Current Report on Form 8-K filed by the Company on January 29, 2024, a Current Report on Form 8-K filed by the Company on February 6, 2024, and a Current Report on Form 8-K filed by the Company on March 12, 2024 (together, the “Prior Reports”), TransMedics, Inc. (the “Buyer”), a Delaware corporation and wholly-owned subsidiary of the Company, acquired 14 fixed-wing aircraft (collectively, the “Prior Acquisitions”) as more specifically described in the Prior Reports.

Subsequently, on June 27, 2024, the Buyer acquired a fixed-wing aircraft from JPBAM, LLC for a purchase price of approximately $14.2 million (the “Fifteenth Acquisition”), and on July 1, 2024, the Buyer acquired a fixed-wing aircraft from TVPX ARS Inc., for a purchase price of approximately $14.0 million (together with the Fifteenth Acquisition and the Prior Acquisitions, the “Acquisitions”). The Company intends to use each of the 16 aircraft it has acquired to date to transport donor organs as part of the services offered under the Company’s National OCS Program, and for purposes of this Current Report on Form 8-K the Company considers the Acquisitions to be a series of related transactions with respect to the acquisition of a fleet of aircraft for use in the Company’s National OCS Program.

SIGNATURES

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