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): August 5, 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 August 8, 2019, MiMedx Group, Inc. (the “Company”) issued a press release announcing an August 5, 2019 stipulation made in the matter City of Hialeah Employees’ Retirement System v. MiMedx Group, Inc. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release issued by MiMedx Group, Inc. on August 8, 2019 |
2
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: August 8, 2019 | MIMEDX GROUP, INC. | |||||
| By: | /s/ Edward J. Borkowski | |||||
| Interim Chief Financial Officer | ||||||
Exhibit 99.1
MiMedx Announces Agreement Regarding 2019 and 2020 Shareholder Meetings
MARIETTA, Ga., August 8, 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 announced an agreement with the plaintiff (the “Plaintiff”) in the matter City of Hialeah Employees’ Retirement System v. MiMedx Group, Inc. As has been previously reported, MiMedx is working diligently to complete its audited financial statements (the “Restatement”). The agreement provides that MiMedx will work in good faith to endeavor to complete the Restatement by December 16, 2019. The agreement also provides that MiMedx will schedule and send notice of its 2019 annual shareholders meeting (the “2019 Annual Meeting”) to take place by January 15, 2020. However, the parties have agreed that, if MiMedx notifies the Plaintiff by November 1, 2019 that the Company anticipates it will not complete the Restatement by December 16, 2019, the parties will engage in good faith discussions concerning the timing of the Restatement and the 2019 Annual Meeting. Under the agreement, MiMedx has also agreed to schedule its 2020 annual shareholders meeting to be held by June 15, 2020.
Dr. Kathleen Behrens Wilsey, Chair of the MiMedx Board of Directors, stated, “We are pleased to be taking another positive step in our efforts to position MiMedx for future success. The Restatement is advancing, and the Company is committed to providing shareholders with appropriate information and audited financial statements prior to our next Annual Meeting.”
About MiMedx
MiMedx® is an industry leader in advanced wound care and a late-stage therapeutic biologics company developing and distributing human placental tissue allografts with patent-protected processes for multiple sectors of healthcare. MiMedx 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.
Contact:
Hilary Dixon
Corporate & Investor Communications
770.651.9066
investorrelations@mimedx.com