UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered |
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.
Item 2.02Results of Operations and Financial Condition.
On March 31, 2023, Miromatrix Medical Inc. (the “Company”) issued a press release announcing its financial results for the fourth fiscal quarter and full fiscal year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
The information contained in Item 2.02 and Exhibit 99.1 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under Section 18. Furthermore, the information contained in Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description |
104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) |
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 provided a corporate update.
"Miromatrix is focused on providing patients with acute liver failure access to miroliverELAP™ as soon as possible," said Jeff Ross, Ph.D., Miromatrix CEO. "We are pioneering a new class of therapies with our bioengineered organs and believe that achieving FDA clearance to initiate a Phase 1 clinical trial for miroliverELAP will provide important validation. To achieve this significant milestone as rapidly as possible we will be concentrating the majority of our resources on miroliverELAP over the coming months."
Business Highlights and Corporate Update
● | Announced a collaborative research agreement with Baxter International Inc. (NYSE: BAX) relating to miroliverELAP on February 1, 2023 |
● | Focusing resources to miroliverELAP in order to achieve IND clearance in 2023 |
● | Presentations selected for American Transplant Congress in June 2023 relating to mirokidney and miroliverELAP |
● | Finished 2022 with $25.2 million of cash and investments |
● | Completed $10 million common stock financing on March 10, 2023 |
● | In conjunction with the financing, announced cash and investments are expected to last into the second quarter of 2024 |
Fourth Quarter 2022 Financial Results
Unrestricted cash and investments totaled $25.2 million as of December 31, 2022, compared to $52.8 million as of December 31, 2021. Miromatrix had $1.7 million of one-time cash outlays in the first quarter of 2022 related to the build-out of our new headquarters.
Licensing revenue for the fourth quarter of 2022 was $930,355, compared to $8,000 in the fourth quarter of 2021. The increase in licensing revenue represents collection of minimum royalties due from Reprise Biomedical, Inc. ("Reprise") for 2020 and 2022. The remainder of minimum royalties due from Reprise for 2021 has been deferred to 2023.
Cost of goods sold was $125,000 for both the fourth quarter of 2022 and 2021. Cost of goods sold for both periods relates to the minimum royalty due to the University of Minnesota under our license agreement.
Operating loss for the fourth quarter of 2022 was $7.180 million, compared to $5.465 million in the fourth quarter of 2021. The increase in operating loss for comparable periods was primarily attributable to increased research and development costs and general and administrative costs; notably, cost increases relating to payroll, lab supplies and costs associated with being a public company.
Net loss for the fourth quarter of 2022 was $6.946 million, or $0.33 per share, compared to $5.476 million, or $0.27 per share in the fourth quarter of 2021. The increase in net loss for comparable periods was primarily attributable to the same cost increases described within operating loss above.
Full Year 2022 Financial Results
Licensing revenue for 2022 was $953,470, compared to $33,066 in 2021. The increase in licensing revenue represents collection of minimum royalties due from Reprise for 2020 and 2022. The remainder of minimum royalties due from Reprise for 2021 has been deferred to 2023.
Cost of goods sold was $500,000 for both 2022 and 2021. Cost of goods sold for both periods relates to the minimum royalty due to the University of Minnesota under our license agreement.
Operating loss for 2022 was $30.364 million, compared to $16.965 million in 2021. The increase in operating loss was primarily attributable to increased research and development costs and general and administrative costs; notably, cost increases relating to payroll, lab supplies and costs associated with being a public company.
Net loss for 2022 was $29.960 million, or $1.45 per share, compared to $14.671 million, or $1.28 per share in 2021. The increase in net loss was primarily attributable to the same cost increases described within operating loss above, plus one-time gains recognized in the first quarter of 2021 that impacted the full-year comparison.
The increase in weighted average shares used in computing net loss per share for 2022 compared to 2021 is attributable to the issuance of IPO shares in June 2021.
Conference Call and Webcast Details
The Company will host a live conference call and webcast to discuss these results and provide a corporate update on Friday, March 31, 2023, at 4:30 PM ET.
To participate in the call, please dial 877-407-3982 (domestic) or 201-493-6780 (international) and provide conference ID 13736060. The live webcast will be available on the Events & Presentations page of the Investors section of Miromatrix's website.
About Miromatrix
Miromatrix Medical Inc. is a life sciences company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients' lives. The Company has developed a proprietary perfusion technology platform for bioengineering organs that it believes will efficiently scale to address the shortage of available human organs. The Company's initial development focus is on human livers and kidneys. For more information, visit miromatrix.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward looking statements, including statements regarding the potential timing of the filing of the IND application for our MiroliverELAP product and the initiation of the related clinical trial. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "outlook," "guidance," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this press release are only predictions and are based largely on our current business plans, expectations, and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, our history of significant losses, which we expect to continue; our limited history operating as a commercial company; our expectations with respect to the regulatory pathway of our product candidates, our ability to obtain regulatory approvals for such product candidates, and the anticipated effect of delays in obtaining any such regulatory approvals; our expectations with respect to preclinical and clinical trial plans for our product candidates, the results of such activities and the safety and efficacy of our product candidates; our ability to commercialize our product candidates; our ability to compete successfully with larger competitors in our highly competitive industry; our ability to achieve and maintain adequate levels of coverage or reimbursement for any future products we may seek to commercialize; our expectations regarding our manufacturing capabilities; a pandemic, epidemic or outbreak of an infectious disease in the U.S. or worldwide, including the outbreak of the novel
strain of coronavirus, COVID-19; product liability claims; our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others; our ability to attract and retain senior management and key scientific personnel; and other important factors that could cause actual results, performance or achievements to differ materially from those expected or projected. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Form 10-K filed with the U.S. Securities and Exchange Commission and any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Investor Contact
Greg Chodaczek
347-620-7010
ir@miromatrix.com
Media Contact:
press@miromatrix.com
MIROMATRIX MEDICAL INC.
| | December 31, | | December 31, | ||
|
| 2022 | | 2021 | ||
Assets | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 5,208,005 | | $ | 52,811,531 |
Restricted cash | | | 800,100 | | | 800,100 |
Short-term investments | | | 19,989,489 | | | — |
Receivable from Reprise Biomedical, Inc. |
| | 930,355 | | | 17,819 |
Interest receivable | | | 107,861 | | | — |
Tenant improvement allowance receivable | | | — | | | 1,256,950 |
Prepaid expenses and other current assets |
| | 274,952 | | | 450,873 |
Total current assets |
| | 27,310,762 | | | 55,337,273 |
Deferred offering costs |
| | 232,899 | | | — |
Right of use asset | | | 1,673,575 | | | — |
Property and equipment, net |
| | 5,545,694 | | | 5,591,726 |
Total assets | | $ | 34,762,930 | | $ | 60,928,999 |
| | | | | | |
Liabilities and Shareholders' Equity | | | | | | |
Current liabilities: | | | | | | |
Current portion of long-term debt | | $ | — | | $ | 333,849 |
Current portion of deferred royalties | | | 979,167 | | | 488,368 |
Accounts payable | |
| 1,584,929 | |
| 2,094,854 |
Current portion of financing lease obligations | | | 44,157 | | | 58,037 |
Current portion of lease liability | | | 389,649 | | | — |
Current portion of tenant improvement obligation | | | — | | | 160,462 |
Accrued expenses | |
| 1,948,376 | |
| 1,428,622 |
Total current liabilities | |
| 4,946,278 | |
| 4,564,192 |
Deferred royalties, net | |
| 491,733 | |
| 491,733 |
Long-term debt | |
| 385,997 | |
| 385,997 |
Deferred rent | | | — | | | 207,204 |
Financing lease obligations, net | | | 11,689 | | | 52,768 |
Lease liability, net | | | 2,720,781 | | | — |
Tenant improvement obligation, net | | | — | | | 1,029,629 |
Accrued interest | |
| 99,048 | |
| 71,592 |
Total liabilities | |
| 8,655,526 | |
| 6,803,115 |
Commitments and contingencies | | | | | | |
Shareholders’ equity: | | | | | | |
Common stock, par value $0.00001; 190,000,000 shares authorized; 20,944,109 issued and outstanding as of December 31, 2022 and 20,385,645 issued and outstanding as of December 31, 2021 | |
| 209 | |
| 204 |
Additional paid-in capital | |
| 130,119,106 | |
| 128,177,594 |
Accumulated deficit | |
| (104,011,911) | |
| (74,051,914) |
Total shareholders’ equity | |
| 26,107,404 | |
| 54,125,884 |
Total liabilities and shareholders’ equity | | $ | 34,762,930 | | $ | 60,928,999 |
MIROMATRIX MEDICAL INC.
|
| Three Months Ended |
| Twelve Months Ended | ||||||||
| | December 31, |
| December 31, | ||||||||
| | 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
| | | (unaudited) | | | (unaudited) | | | | | | |
Licensing revenue | | $ | 930,355 | | $ | 8,000 | | $ | 953,470 | | $ | 33,066 |
Cost of goods sold | |
| 125,000 | |
| 125,000 | |
| 500,000 | |
| 500,000 |
Gross profit (loss) | |
| 805,355 | |
| (117,000) | |
| 453,470 | |
| (466,934) |
Operating expenses: | |
|
| |
|
| |
|
| |
|
|
Research and development | |
| 4,733,952 | |
| 3,057,173 | |
| 18,303,386 | |
| 10,755,959 |
Regulatory and clinical | |
| 489,627 | |
| 259,325 | |
| 1,646,162 | |
| 551,494 |
Quality | |
| 555,705 | |
| 224,410 | |
| 2,148,483 | |
| 547,129 |
General and administration | |
| 2,206,121 | |
| 1,806,623 | |
| 8,719,869 | |
| 4,643,473 |
Total operating expenses | |
| 7,985,405 | |
| 5,347,531 | |
| 30,817,900 | |
| 16,498,055 |
Operating loss | |
| (7,180,050) | |
| (5,464,531) | |
| (30,364,430) | |
| (16,964,989) |
Interest income | |
| 128,066 | |
| 1,122 | |
| 333,469 | |
| 1,973 |
Interest expense | |
| (12,717) | |
| (12,590) | |
| (47,732) | |
| (613,882) |
Amortization of discount on note | |
| — | |
| — | |
| — | |
| (62,638) |
Change in fair value of derivative | |
| — | |
| — | |
| — | |
| 246,962 |
Research grants | |
| 118,696 | |
| — | |
| 118,696 | |
| 393,034 |
Equity loss in affiliate | |
| — | |
| — | |
| — | |
| (223,633) |
Gain on sale of equity investment | |
| — | |
| — | |
| — | |
| 1,983,912 |
Gain on debt extinguishment | |
| — | |
| — | |
| — | |
| 568,505 |
Net loss | | $ | (6,946,005) | | $ | (5,475,999) | | $ | (29,959,997) | | $ | (14,670,756) |
Net loss per share, basic and diluted | | $ | (0.33) | | $ | (0.27) | | $ | (1.45) | | $ | (1.28) |
Weighted average shares used in computing net loss per share, basic and diluted | |
| 20,907,310 | |
| 20,329,960 | |
| 20,727,952 | |
| 11,484,598 |
Document and Entity Information |
Mar. 31, 2023 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Mar. 31, 2023 |
Entity Registrant Name | Miromatrix Medical Inc. |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-40518 |
Entity Tax Identification Number | 27-1285782 |
Entity Address, Address Line One | 6455 Flying Cloud Drive, Suite 107 |
Entity Address, City or Town | Eden Prairie |
Entity Address State Or Province | MN |
Entity Address, Postal Zip Code | 55344 |
City Area Code | 952 |
Local Phone Number | 942-6000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, $0.00001 par value per share |
Trading Symbol | MIRO |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001527096 |
Amendment Flag | false |
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end
@$[E4*=WT>TI/WMB5@.,TI2SII9W" H3K!;@&&M)B M6O+ Q?T9H%)G/ZX-1M9Y U_UO>;D>R>L2>
A'U-^Q3FWFB**S^F9B,J&(IRLV95CL6O;(11QD,A*/5!O'BU2=?GAW>S6
MXN@!(-2WLBL0,1KM@V7997 *D@K:(WMNWC8#T[JG:]:276 9&71"+,?$;B($3<\4UXC6GQ5T9U'0V?>J$\'#)K1N-B88!),ABLD!
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MOAY>N\/P<-IP&G+IV[5^ 0LBH[
M_:))F==_2B2H])F @8DKJ=W,E.4I7 LBYL7C28X+?UGT$LXHQ<@.*FB]NY+3
MER;1#C:=-KAK]+EM&I3:)5#6"Y0'F]\%4-J84NI5"TK2E 1*RO$^'9-]J\_=
M[FHY'V&2,KPOO^ZY?B3:Q<;2O.-T>-=UUCOEQYF \<)O/[BN'CO+?=X4$*HS
M^N]H]J3N+PS'8'1^KW8?(X+-$J1<0^/RT4LR$J.S1?JX&9,7I3$I.<'
MG[\UGY]1PI0YVV7#2W:9]::GMKW@?3?/I_Y9RPLN&\+-UV%+<#4L\8*[?R:_
M TX$,X>4I^EWN6@)RJ:1EH0^2022!SZ$X)T)03,,8T)7B\*Y8)54?UCO72CJ
M<;,_NCH(;L=/
K0)=X'.K>E%BYK,@0I+I-LM"VY/"W:R,!55R 8Q974TY@R
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M;UZ9%N^;?