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): December 12, 2019
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)
Florida | 001-35887 | 26-279552 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | file number) | 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):
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)) |
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 December 12, 2019, MiMedx Group, Inc. (the “Company”) announced that it expects to file its annual report on Form 10-K for the years ended December 31, 2018, 2017 and 2016 in early 2020. The Company also announced that it will not be in a position to hold its 2019 annual shareholders' meeting by January 15, 2020 as previously announced. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.
On December 16, 2019, the Company announced that it hired Peter M. Carlson effective December 16, 2019. A copy of the press release is filed as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Exhibits
(d) Exhibits
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. | ||
Date: December 16, 2019 | By: | /s/ Timothy R. Wright |
Chief Executive Officer | ||
Exhibit 99.1
MiMedx Provides Update Regarding Timing of Restatement
Company Expects to File 2018 Annual Report on Form 10-K in Early 2020
MARIETTA, Ga., December 12, 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 that it expects to file its annual report on Form 10-K for the years ended December 31, 2018, 2017 and 2016 in early 2020.
Due to rules under the Securities Exchange Act of 1934, the Company will not be in a position to hold its 2019 annual shareholders meeting by January 15, 2020 as announced previously.
Timothy R. Wright, MiMedx Chief Executive Officer, commented, “We are committed to completing our audited financial statements with a view to becoming current in our SEC reporting as soon as possible. Our focus is to complete all necessary steps to get MiMedx re-listed while delivering advanced technologies that make a difference in the lives of patients and their families.”
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.
Safe Harbor Statement
This press release includes forward-looking statements, including statements regarding the anticipated timing of the filing of the Company’s annual report on Form 10-K for the years ended December 31, 2018, 2017 and 2016 and the anticipated timing of the Company’s 2019 annual meeting of shareholders. Forward-looking statements may be identified by words such as "believe," "expect," "may," "plan," "potential," "will," "would" 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 as a result of various factors, including the factors discussed in the Risk Factors section of the Company's most recent definitive proxy statement filed with the SEC. 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.
Contact:
Hilary Dixon
Hilary Dixon
Corporate & Investor Communications
770.651.9066
investorrelations@mimedx.com
Exhibit 99.2
MiMedx Announces Addition of Peter M. Carlson
Seasoned Financial Expert to Assist in Transition of Financial Duties
MARIETTA, Ga., December 16, 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 the addition of Peter M. Carlson as Executive Vice President, Finance, effective December 16, 2019. Mr. Carlson brings more than thirty years of comprehensive financial expertise having held positions as a Fortune 50 principal accounting officer and Big Five audit partner, as well as a senior Finance executive. He will be assisting the Company in the transition of financial duties with the departure of former Interim Chief Financial Officer, Edward J. Borkowski.
A recognized leader in accounting, reporting, tax, and internal controls, Mr. Carlson brings extensive corporate governance and financial strategy experience to MiMedx. He has worked extensively on corporate governance and board interactions, in particular with Audit and Compensation Committees. Most recently, Mr. Carlson was an Executive Vice President at Brighthouse Financial, Inc., and served as Chief Operating Officer where he helped establish the $220 billion U.S. life and annuity insurance company as a separate entity after the August 2017 MetLife, Inc. spin-off.
Timothy R. Wright, MiMedx Chief Executive Officer, commented, “Peter is a respected leader in the finance industry. The experience he brings to the Company is much needed, particularly as we work to complete our audited financial statements, and reestablish a practice of regular financial reporting.”
Mr. Carlson commented, “It’s a privilege to join MiMedx at this important time in the Company’s journey and participate in their endeavor to address areas of unmet clinical need. A strong economic foundation enables business communities to pursue their mission of innovation.”
About Peter M. Carlson
Prior to Brighthouse Financial, Mr. Carlson was Chief Accounting Officer at MetLife, Inc. where his global responsibilities included accounting, financial planning, tax, and investment finance. He led a transformation effort as head of the Separation Management Office for the Brighthouse Financial spin-off; led accounting, reporting and control teams through due diligence and integration for a $16 billion acquisition of a global insurance subsidiary; and actively advised the Compensation Committee.
Prior to joining MetLife in 2009, Mr. Carlson was Corporate Controller at Wachovia Corporation, responsible for ensuring the integrity of the books and records, the accuracy of external and regulatory reporting, and for oversight of the internal controls over financial reporting. During 2008’s market turmoil, he drove financial strategy, participated in strategic assessments, and effectively advised management during a CFO transition. Earlier in his career, Mr. Carlson was an audit partner at Arthur Andersen LLP, working in multiple industry sectors including financial services, manufacturing, commercial services, distribution and professional sports.
He is on the board of White Mountains Insurance Group, Ltd (WTM) and the Board of Trustees of his alma mater Wake Forest University, serving on the Audit Committees of both organizations. Mr. Carlson earned a bachelor’s degree from Wake Forest University, and is a licensed CPA in North Carolina and New York.
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.
Contact: