| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G | |
|
| |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
MiMedx Group, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.001 per share | |
| (Title of Class of Securities) | |
|
602496101 | |
| (CUSIP Number) | |
|
July 13, 2021 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 13 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 602496101 | 13G | Page 2 of 13 Pages |
| 1 |
NAMES OF REPORTING PERSONS Prescience Partners, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 6,119,888 Shares | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 6,119,888 Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,119,888 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 602496101 | 13G | Page 3 of 13 Pages |
| 1 |
NAMES OF REPORTING PERSONS Prescience Point Special Opportunity LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 2,124,644 Shares | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 2,124,644 Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,124,644 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.9% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 602496101 | 13G | Page 4 of 13 Pages |
| 1 |
NAMES OF REPORTING PERSONS Prescience Capital, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 8,244,532 Shares | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 8,244,532 Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,244,532 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 602496101 | 13G | Page 5 of 13 Pages |
| 1 |
NAMES OF REPORTING PERSONS Prescience Investment Group, LLC d/b/a Prescience Point Capital Management LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Louisiana | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 9,144,776 Shares | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 9,144,776 Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,144,776 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 602496101 | 13G | Page 6 of 13 Pages |
| 1 |
NAMES OF REPORTING PERSONS Eiad Asbahi | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 9,144,776 Shares | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 9,144,776 Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,144,776 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 602496101 | 13G | Page 7 of 13 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is MiMedx Group, Inc. (the "Issuer"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Issuer's principal executive offices are located at 1775 West Oak Commons Ct NE, Marietta, GA 30062. |
| Item 2(a). | NAME OF PERSON FILING: | |
| This Statement is filed by: | ||
| (i) Prescience Partners LP ("Prescience Partners"), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it; | ||
| (ii) Prescience Point Special Opportunity LP ("Prescience Point"), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it; | ||
| (iii) Prescience Capital, LLC ("Prescience Capital"), a Delaware limited liability company, as the general partner of each of Prescience Partners and Prescience Point; | ||
| (iv) Prescience Investment Group, LLC d/b/a Prescience Point Capital Management LLC ("Prescience Management"), a Louisiana limited liability company, as the investment manager of each of Prescience Partners and Prescience Point and the investment manager to certain managed accounts (the "Managed Accounts"); | ||
| (v) Eiad Asbahi ("Mr. Asbahi"), as managing member of Prescience Management; | ||
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the principal business office of each of the Reporting Persons is 1670 Lobdell Avenue, Suite 200, Baton Rouge, Louisiana 70806. |
| Item 2(c). | CITIZENSHIP: |
| Prescience Partners and Prescience Point are Delaware limited partnerships. Prescience Capital is a Delaware limited liability company. Prescience Management is a Louisiana limited liability company. Mr. Asbahi is a United States citizen. |
| CUSIP No. 602496101 | 13G | Page 8 of 13 Pages |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
Common Stock, par value $0.001 per share (the "Shares").
| |
| Item 2(e). | CUSIP NUMBER: |
| 602496101 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
| |
| (j) | ¨ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:__________________________________ | |||
| CUSIP No. 602496101 | 13G | Page 9 of 13 Pages |
| Item 4. | OWNERSHIP. |
| The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 111,718,544 Shares reported to be outstanding as of April 16, 2021 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed with the Securities and Exchange Commission on April 28, 2021. | |
| The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | |
| As a result of the termination of the Nomination Agreement pursuant to its terms, the Reporting Persons and Alfred G. Merriweather, Charlotte E. Sibley and William F. Spengler are no longer deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. Therefore, each of Alfred G. Merriweather, Charlotte E. Sibley and William F. Spengler is no longer a reporting person and the beneficial ownership reported in this Schedule 13G no longer includes the beneficial ownership of the foregoing individuals. A form of Nomination Agreement is attached as Exhibit B to the Schedule 13D/A filed by the Reporting Persons with the SEC on April 16, 2021. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| CUSIP No. 602496101 | 13G | Page 10 of 13 Pages |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 602496101 | 13G | Page 11 of 13 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: July 13, 2021
| Prescience Partners, LP | ||
| By: | Prescience Point Capital Management LLC | |
| Investment Manager | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| Prescience Point Special Opportunity LP | ||
| By: | Prescience Point Capital Management LLC | |
| Investment Manager | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| Prescience Capital, LLC | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| Prescience Point Capital Management LLC | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| /s/ Eiad Asbahi | ||
| EIAD ASBAHI | ||
| CUSIP No. 602496101 | 13G | Page 12 of 13 Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: July 13, 2021
| Prescience Partners, LP | ||
| By: | Prescience Point Capital Management LLC | |
| Investment Manager | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| Prescience Point Special Opportunity LP | ||
| By: | Prescience Point Capital Management LLC | |
| Investment Manager | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| Prescience Capital, LLC | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| CUSIP No. 602496101 | 13G | Page 13 of 13 Pages |
| Prescience Point Capital Management LLC | ||
| By: | /s/ Eiad Asbahi | |
| Name: | Eiad Asbahi | |
| Title: | Managing Member | |
| /s/ Eiad Asbahi | ||
| EIAD ASBAHI | ||