UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-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): June 13, 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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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) or Rule 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 Events. |
On June 13, 2019, MiMedx Group, Inc. (the “Company”) issued a press release highlighting the skills and experience of the Company’s three director nominees, K. Todd Newton, Dr. Kathleen Behrens Wilsey and Timothy R. Wright, for election at the Company’s 2018 annual meeting of shareholders to be held on June 17, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release of MiMedx Group, Inc., dated June 13, 2019. |
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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: June 13, 2019 | MIMEDX GROUP, INC. | |||||||
| By: | /s/ Edward J. Borkowski | |||||||
| Interim Chief Financial Officer | ||||||||
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Exhibit 99.1
MiMedx Highlights Skills and Experience of Director Nominees
Company Urges Shareholders to Vote with the BLUE Card Online or By Phone Today
MARIETTA, Ga., June 13, 2019 -- MiMedx Group, Inc. (OTC PINK: MDXG) (“MiMedx” or the “Company”), an industry leader in advanced wound care and an emerging therapeutic biologics company, today highlighted the strength of its director nominees – each of whom would be NEW to the MiMedx Board of Directors – in connection with the upcoming 2018 annual meeting of the Company’s shareholders (the “Annual Meeting”).
Time is short. The Annual Meeting is scheduled for Monday, June 17, 2019. The Company urges MiMedx shareholders to vote ONLINE or BY PHONE using the BLUE card and to vote “FOR” the Company’s three director nominees.
The Company’s nominees – M. Kathleen Behrens Wilsey, Ph.D., K. Todd Newton and Timothy R. Wright – have expertise in healthcare, finance, operations and public company oversight. All three of these nominees have been chosen in cooperation with Prescience Point Capital Management, LLC, which, together with its affiliates, is MiMedx’s largest shareholder.
In contrast, the hand-picked nominees put forth by the Company’s former Chairman and CEO, Parker H. (“Pete”) Petit, include a former tax advisor for a home builder and a West Virginia lawyer (and Mr. Petit’s former personal attorney). These individuals are conflicted and lack industry experience, public company board experience and operating expertise. Furthermore, in our opinion, because of his past actions, Mr. Petit himself cannot be allowed to return to MiMedx in any capacity.
All leading independent proxy advisory firms – Institutional Shareholder Services (“ISS”), Glass Lewis & Co. (“Glass Lewis”) and Egan-Jones Proxy Services (“Egan-Jones”) – have recommended MiMedx shareholders vote “FOR” the Company’s three director nominees on the BLUE proxy card.
Institutional investors such as mutual, pension and retirement funds rely on the recommendations from proxy advisory firms ISS, Glass Lewis and Egan-Jones. These investors, who have investments in dozens, hundreds or even thousands of stocks, find it useful to hear the perspectives of neutral, independent experts like ISS, Glass Lewis and Egan-Jones as they consider how to vote their shares in a contested director election such as ours.
Meet MiMedx’s Highly Qualified Director Nominees Who are New, Experienced and Objective
|
M. Kathleen Behrens Wilsey, Ph.D. Proposed Chairwoman |
Dr. Behrens Wilsey has experience in:
• Managing healthcare and life sciences companies. Dr. Behrens Wilsey is as an independent life sciences consultant and investor and served as Co-Founder, President and CEO as well as a director of the KEW Group Inc., a private oncology services company.
• Public company board service. She is Chairwoman of Sarepta Therapeutics, Inc., an $8.7 billion market cap company, and previously served on the boards of Amylin Pharmaceuticals, Inc. until it was acquired by Bristol-Myers Squibb Co. and Abgenix, Inc. until it was acquired by Amgen, Inc. |
| • Investing and finance. She served as a general partner for selected venture funds for RS Investments, a mutual fund firm, and as a general partner and managing director for Robertson Stephens & Co., an investment company.
• If elected, Dr. Behrens Wilsey is expected to become the Chairwoman of the Board.
| ||
|
K. Todd Newton Proposed Audit Chair
|
Mr. Newton has experience in:
• Finance and accounting. In addition to serving as CFO at ArthroCare Corporation, Mr. Newton was also a Partner at Deloitte & Touche LLP.
• C-suite leadership. Mr. Newton is the CEO of Apollo Endosurgery, Inc., a medical device company. He previously served as Executive Vice President, Chief Financial Officer and Chief Operating Officer at ArthroCare Corporation. He also served as President and CEO at Synenco Energy, Inc., a Canadian oil sands company.
• Public company board service. Mr. Newton is currently a director on Apollo Endosurgery, Inc.’s board and was previously a director at Synenco Energy, Inc.
• If elected, Mr. Newton is expected to become the Audit Committee Chairman after the 2019 Annual Meeting.
| |
|
Timothy R. Wright Chief Executive Officer |
Mr. Wright has experience in:
• Pharmaceutical, biotech and medical device industries. Mr. Wright currently serves as Chief Executive Officer of MiMedx. Previously, he served as Chief Executive Officer at M2Gen Corp., Curaxis Pharmaceutical Corporation and AAI Pharma.
• Business development and expansion. Mr. Wright has a strong track record of revenue growth and margin expansion, notably from his experience as Executive Vice President, Head of M&A, Strategy and Innovation at Teva Pharmaceutical Industries Ltd. He has served as President of Imaging Solutions and Pharmaceuticals Products for Covidien PLC and was the founding partner of The Ohio State University’s Comprehensive Cancer Drug Development Institute. He was also Head of Marketing for DuPont Merck Pharmaceutical Co., where he progressed to several executive roles outside the United States.
• Board experience. He was the lead independent director of Agenus, Inc. and a board member of Curaxis Pharmaceutical Corporation. He currently serves as Chairperson of The Ohio State University Comprehensive Cancer Center Drug Development Institute and serves as director of The Ohio State Innovation Foundation. | |
Mr. Petit’s Nominees Lack the Experience Needed to Rebuild MiMedx
| MIMEDX NOMINEES
|
PETE PETIT’S NOMINEES | |||||||||||
|
Dr. M. Kathleen Behrens Wilsey |
K. Todd Newton |
Timothy R. Wright |
Pete Petit |
David Furstenburg |
Shawn George | |||||||
| ✓ | ✓ | ✓ | New to MiMedx | ✓ | ✓ | |||||||
| ✓ | ✓ | ✓ | Public company board experience | ✓ | ||||||||
| ✓ | ✓ | ✓ | Healthcare experience | ✓ | ||||||||
| ✓ | ✓ | ✓ | Unblemished public company record | NO RECORD | NO RECORD | |||||||
Materials about the upcoming meeting, including the Company’s definitive proxy statement, can be accessed at www.VoteBlueForMiMedx.com.
Your Vote Is Important, No Matter How Many or How Few Shares You Own.
If you have questions about how to vote your shares, or need additional assistance, please contact
the firm assisting MiMedx in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders may call toll-free at 1 (877) 800-5195
Banks and Brokers may call 1 (212) 750-5833
MiMedx urges you NOT to vote using any white proxy card sent to you by or on behalf of Mr. Petit or his nominees.
If you have already done so, you can change your vote by using the BLUE proxy card to vote TODAY—by telephone, by Internet or by signing, dating and returning the BLUE proxy card in the postage-paid envelope provided.
Sidley Austin LLP is acting as legal advisor to MiMedx.
About MiMedx
MiMedx® is an industry leader in advanced wound care and an emerging therapeutic biologics company developing and distributing human placental tissue allografts with patent-protected processes for multiple sectors of healthcare. The Company processes the human placental tissue utilizing its proprietary PURION® process methodology, among other processes, to produce allografts by employing aseptic processing techniques in addition to terminal sterilization. MiMedx has supplied over 1.5 million allografts to date. For additional information, please visit www.mimedx.com.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the future composition of the Board and expectations with respect to Board leadership. Forward-looking statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “potential,” “will,” “would” and similar expressions and are based on 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 as a result of various factors, including the results of any election at the 2018 Annual Meeting or the Company’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”). There is no assurance that the Company’s nominees will be elected at the 2018 Annual Meeting or the 2019 Annual Meeting. Any forward-looking statements speak only as of the date of this press release, and except as required by law, the Company assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts
Investors:
Hilary Dixon
Corporate & Investor Communications
770.651.9066
investorrelations@mimedx.com
Media:
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jed Repko / Annabelle Rinehart
212.355.4449