Ademi LLP is investigating Miromatrix (Nasdaq: MIRO) for possible breaches of fiduciary duty and other violations of law in its transaction with United Therapeutics.
In the transaction, Miromatrix stockholders are expected to receive only $3.25 per share in cash at closing (an aggregate of approximately $91 million) and an additional $1.75 per share in cash upon the achievement of a clinical development milestone related to Miromatrix’s development-stage, fully-implantable manufactured kidney product known as mirokidney™ by December 31, 2025.. The transaction agreement unreasonably limits competing transactions for Miromatrix by imposing a significant penalty if Miromatrix accepts a competing bid. Miromatrix insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Miromatrix’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.