UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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): May 30, 2019
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)
Florida | 001-35887 | 26-279552 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) |
1775 West Oak Commons Ct., NE, Marietta GA 30062
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (770)651-9100
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None. | n/a | n/a |
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) orRule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 8.01 | Other Items. |
MiMedx Group, Inc. (the “Company”) last filed an Annual Report on Form10-K on March 1, 2017. The Company has not filed any periodic reports on Form10-Q since October 31, 2017. In connection with the filing of a preliminary proxy statement on May 30, 2019, the Company is filing this Current Report on Form8-K to provide an updated list of exhibits.
The exhibits filed with this Current Report on Form8-K include all of the exhibits required to be filed by Item 601 of RegulationS-K in connection with an Annual Report on Form10-K, except for those exhibits involving certifications.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | Description | |
2.1## | Agreement and Plan of Merger dated January 10, 2016 by and among MiMedx Group, Inc., Titan Acquisition Sub I, Inc., Titan Acquisition Sub II, LLC, Stability Inc., certain stockholders of Stability Inc. and Brian Martin as representative of the Stability stockholders(incorporated by reference to Exhibit 2.1 filed with Registrant‘s Form8-K filed on January 13, 2016) | |
2.2## | Membership Interest Purchase Agreement dated August 18, 2017 by and among MiMedx Group, Inc. Stability Biologics, LLC, each person that, as of January 13, 2016, was a stockholder of Stability Inc. and Brian Martin as stockholder representative(incorporated by reference to Exhibit 2.1 filed with Registrant’s 8-K filed on August 18, 2017) | |
3.1 | Articles of Incorporation, together with Articles of Amendment effective each of May 14, 2010; August 8, 2012, November 8, 2012; and May 15, 2015(incorporated by reference to Exhibit 3.1 filed with Registrant‘s Form10-K filed on March 1, 2017) | |
3.2 | Articles of Amendment to the Articles of Incorporation effective November 6, 2018(incorporated by reference to Exhibit 3.1 filed with Registrant‘s Form8-A filed on November 7, 2018) | |
3.3 | Bylaws of MiMedx Group, Inc., as amended and restated as of October 3, 2018(incorporated by reference to Exhibit 3.1 filed with Registrant‘s Form8-K filed on October 4, 2018) | |
4.1 | Shareholder Rights Agreement dated November 6, 2018 between MiMedx Group, Inc. and Issuer Direct Corporation(incorporated by reference to Exhibit 4.1 filed with Registrant‘s Form8-A filed on November 7, 2018) | |
4.2 | The description of the Registrant’s Common Stock, $0.001 par value per share(incorporated by reference to the Registration Statement on Form8-A (Registration No. 001-35887) filed on April 22, 2013) | |
4.3 | The description of the Registrant’s Preferred Stock Purchase Rights(incorporated by reference to the Registration Statement on Form8-A (Registration No. 000-52491) filed on November 7, 2018) | |
10.1 | Technology License Agreement dated January 29, 2007 between MiMedx, Inc., Shriners Hospitals for Children and University of South Florida Research Foundation(incorporated by reference to Exhibit 10.32 filed with Registrant’s Form8-K filed on February 8, 2008) | |
10.2 | Lease effective May 1, 2013 between Hub Properties of GA, LLC and MiMedx Group, Inc.(incorporated by reference to Exhibit 10.1 filed with Registrant‘s Form10-Q filed on May 10, 2013) | |
10.3 | First Amendment to Lease dated March 7, 2017 between CPVF II West Oak LLC (as successor in interest to HUB Properties of GA, LLC) and MiMedx Group, Inc.(incorporated by reference to Exhibit 10.1 filed with Registrant‘s Form8-K filed on March 13, 2017) |
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Notes
* | Indicates a management contract or compensatory plan or arrangement |
# | Filed herewith |
** | Certain confidential material appearing in this document, marked by [*****], has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under rule24b-2 promulgated under the Securities Exchange Act of 1934, as amended. |
## | Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of RegulationS-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request. |
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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.
Date: May 30, 2019 | MIMEDX GROUP, INC. | |||||
By: | /s/ Edward J. Borkowski | |||||
Interim Chief Financial Officer |
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