UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of Report (date of earliest event reported): May 14, 2018
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)
Florida (State or other jurisdiction of incorporation) | 001-35887 (Commission File Number) | 26-2792552 (IRS Employer Identification No.) | ||
1775 West Oak Commons Ct, NE Marietta, GA (Address of principal executive offices) | 30062 (Zip Code) | |
(770) 651-9100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o
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.
o
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 14, 2018, MiMedx Group, Inc. (the "Company") received notice, as expected, from Nasdaq that the Company's common stock no longer complies with Nasdaq's Listing Rule 5250(c)(1) for continued listing because the Company has not yet filed its quarterly report on Form 10-Q for the period ended March 31, 2018. Previously, Nasdaq notified the Company of its failure to file its annual report on Form 10-K for the period ended December 31, 2017.
The Nasdaq notice has no immediate effect on the listing of the Company's common stock. Nasdaq Listing Rule 5250(c)(1) requires Nasdaq-listed companies to timely file all periodic reports. The Company previously submitted a plan to regain compliance, and Nasdaq can grant an exception for the Company to remain listed for up to 180 calendar days from the due date of the initial delinquent filing if Nasdaq accepts the plan. Nasdaq has informed the Company that any additional exception to allow the Company to regain compliance with all delinquent filings will be limited to a maximum of 180 days from the due date of the initial delinquent filing, or until August 28, 2018.
Item 7.01 Regulation FD Disclosure.
The Company today issued a press release regarding the matters in Item 3.01. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information provided pursuant to Item 7.01 of this Form 8-K is to be considered “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 |
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.
MIMEDX GROUP, INC. | ||||
Dated: May 18, 2018 | By: | /s/: Michael J. Senken | ||
Michael J. Senken, Chief Financial Officer | ||||
Exhibit 99.1
MiMedx Receives NASDAQ Notice of Late Form 10-Q Filing
Marietta, Georgia, May 18, 2018 -- MiMedx Group, Inc. (NASDAQ: MDXG), a leading developer and marketer of regenerative and therapeutic biologics, today announced that it received written notification, as expected, from the NASDAQ Stock Market that the Company continues to be in noncompliance with the NASDAQ Listing Rules since MiMedx has not yet filed its Form 10-Q for the period ended March 31, 2018. As the Company announced on March 2, 2018, NASDAQ previously notified MiMedx that it was not in compliance with the NASDAQ Listing Rules since the Company had not yet filed its Form 10-K for the year ended December 31, 2017.
The NASDAQ notice has no immediate effect on the listing of the Company's common stock. NASDAQ Listing Rule 5250(c)(1) requires NASDAQ-listed companies to timely file all periodic reports. The Company has submitted in a timely manner to NASDAQ a plan to regain compliance, and NASDAQ has informed MiMedx that it can grant an exception for MiMedx to remain listed for up to 180 calendar days from the Form 10-K’s due date, or until August 28, 2018, if the plan is accepted.
About MiMedx
MiMedx® is a leading biopharmaceutical company developing and marketing regenerative and therapeutic biologics utilizing human placental tissue allografts with patent-protected processes for multiple sectors of healthcare. "Innovations in Regenerative Medicine" is the framework behind the Company’s mission to give physicians products and tissues to help the body heal itself. The Company processes the human placental tissue utilizing its proprietary PURION® Process methodology, among other processes, to produce safe and effective allografts by employing aseptic processing techniques in addition to terminal sterilization. MiMedx has supplied over 1 million allografts to date for application in the Wound Care, Burn, Surgical, Orthopedic, Spine, Sports Medicine, Ophthalmic and Dental sectors of healthcare. For additional information, please visit www.mimedx.com.
Safe Harbor Statement
This press release includes forward-looking statements that may be identified by words such as "believe," "expect," "may," "plan," "potential," "will," "preliminary," and similar expressions, and are based on management’s current beliefs and expectations. Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. For more detailed information on the risks and uncertainties, please review the Risk Factors section of the Company’s most recent annual report or quarterly report filed with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and the Company assumes no obligation to update any forward-looking statement.
Contact:
Robert P. Borchert
Vice President, Investor Relations
770-651-9383
investorrelations@mimedx.com