TransMedics Announces Upsize and Pricing of Public Offering of Common Stock

ANDOVER, Mass., Aug. 4, 2022 /PRNewswire/ -- TransMedics Group, Inc. ("TransMedics") (Nasdaq: TMDX), a medical technology company that is transforming organ transplant therapy for patients with end-stage lung, heart and liver failure, announced today the upsize and pricing of an underwritten public offering of 3,250,000 shares of its common stock at a price to the public of $40.00 per share. All of the shares are being offered by TransMedics.

The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by TransMedics, are expected to be $130 million. The offering is expected to close on August 9, 2022, subject to the satisfaction of customary closing conditions. In addition, TransMedics has granted the underwriters a 30-day option to purchase up to an additional 487,500 shares of common stock at the public offering price, less underwriting discounts and commissions.

J.P. Morgan, Morgan Stanley and Cowen are acting as joint lead book-running managers for the offering. Canaccord Genuity is acting as lead manager for the offering.

The securities described above are being offered by TransMedics pursuant to its automatically effective shelf registration statement on Form S-3ASR filed with the Securities and Exchange Commission (the "SEC") on August 3, 2022. Before you invest, you should read the prospectus in the registration statement and related prospectus supplement for more complete information about TransMedics and this offering. An electronic copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering are available on the SEC's website at www.sec.gov. An electronic copy of the final prospectus supplement and accompanying prospectus will be available on the SEC website at www.sec.gov or, when available, may also be obtained from J.P. Morgan Securities LLC, c/o J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone, at (866) 803-9204; from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or from Cowen and Company, LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About TransMedics Group, Inc.

TransMedics is the world's leader in portable extracorporeal warm perfusion and assessment of donor organs for transplantation. Headquartered in Andover, Massachusetts, the company was founded to address the unmet need for more and better organs for transplantation and has developed technologies to preserve organ quality, assess organ viability prior to transplant, and potentially increase the utilization of donor organs for the treatment of end-stage heart, lung, and liver failure.

Forward-Looking Statements

This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the completion, timing and size of the proposed public offering of our common stock. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. There can be no assurance that we will be able to complete the public offering on the anticipated terms, or at all. Applicable risks also include those identified under the heading "Risk Factors" and in our annual report on Form 10-K for the year ended December 31, 2021, and in our quarterly reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, or under the heading "Risk Factors" included in the prospectus supplement related to the proposed public offering and in any subsequent filings with the SEC. Additional information will be made available by our annual and quarterly reports and other filings that we make from time to time with the SEC. These forward-looking statements speak only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

Investor Contact:

Brian Johnston

332-895-3222

Investors@transmedics.com

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SOURCE TransMedics Group, Inc.