Item 8.01 Other Events
As previously reported, TransMedics Group, Inc. (the Company) entered into an Underwriting Agreement, dated May 26, 2020 (the
Underwriting Agreement), with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (the Underwriters), relating to the underwritten
offering of 5,000,000 shares of the Companys common stock, no par value per share (the Common Stock). In addition, the Company granted the Underwriters an option to purchase, at the public offering price less any underwriting
discounts and commissions, an additional 750,000 shares of Common Stock, exercisable for 30 days from the date of the Underwriting Agreement (the Option to Purchase Additional Shares). On June 2, 2020, the Underwriters
exercised the Option to Purchase Additional Shares in full to purchase 750,000 shares of Common Stock (the Additional Shares) at a price of $13.16 per share. The issuance and sale of the Additional Shares is expected to take place on or
about June 5, 2020, subject to the satisfaction of customary closing conditions.
The offering was made pursuant to a shelf registration statement
the Company filed with the Securities and Exchange Commission that became effective on May 21, 2020 (File No. 333-238052) and a related prospectus supplement.
Ropes & Gray, LLP, counsel to the Company, has issued an opinion to the Company, dated June 5, 2020, regarding the Additional Shares. A copy of
the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements