UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
The Securities Exchange Act of 1934
ALYNX,
CO.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
02262E
10 8
(CUSIP
Number)
G.
Donald Johnson
Womble
Carlyle Sandridge & Rice, PLLC
Suite
3500
1201
West Peachtree Street
Atlanta,
GA 30309
(404)
888-7456
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
8, 2008
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D/A, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. £
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other parties to whom
copies are to be sent.
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*
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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 disclosures provided in
a prior cover page.
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The
information required on 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
(“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).
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SCHEDULE
13D
CUSIP No.
02262E 10 8
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
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1
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Steve
Gorlin, individually and as sole trustee of the Steve Gorlin Revocable
Trust dated May 19, 1998
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) ¨
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2
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(b) ¨
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SEC
Use Only
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3
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Source
of Funds (See Instructions)
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4
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OO
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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5
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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6
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United
States of America
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NUMBER
OF
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Sole
Voting Power
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7
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SHARES
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8,243,193 (1)
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Shared
Voting Power
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BENEFICIALLY
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8
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2,473,136 (2)
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OWNED
BY EACH
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Sole
Dispositive Power
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9
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REPORTING
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8,243,193 (1)
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Shared
Dispositive Power
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PERSON
WITH
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10
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2,473,136
(2)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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11
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10,716,330
(1)(2)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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£
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12
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Percent
of Class Represented by Amount in Row (11)
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13
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19.2%
(3)
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Type
of Reporting Person (See Instructions)
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14
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IN
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CUSIP No.
02262E 10 8
Footnotes:
(1) Includes
8,057,708 shares held in the Steve Gorlin Revocable Trust dated May 19, 1998 for
the benefit of Mr. Gorlin, who is the Trustee. Also includes 185,485
shares subject to options owned by Mr. Gorlin which are exercisable within the
next 60 days. Does not include 61,828 shares subject to options which
will become exercisable after 60 days.
(2) Includes
1,236,568 held by Mr. Gorlin’s wife, and 1,236,568 shares held by DARA
BioSciences, Inc., a company for which Mr. Gorlin serves as an executive officer
and director.
(3) Based
on 55,783,146 shares of Common Stock outstanding as of February 8, 2008, and
185,485 shares of Common Stock subject to options deemed to be beneficially
owned by Mr. Gorlin pursuant to Exchange Act Rule 13d-3, as of the date
hereof.
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SCHEDULE
13D
CUSIP No.
02262E 10 8
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
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1
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Steve
Gorlin Revocable Trust dated May 19, 1998
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) ¨
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2
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(b) ¨
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SEC
Use Only
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3
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Source
of Funds (See Instructions)
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4
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OO
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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5
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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6
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United
States of America
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NUMBER
OF
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Sole
Voting Power
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7
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SHARES
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8,057,708 (1)
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Shared
Voting Power
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BENEFICIALLY
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8
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OWNED
BY EACH
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Sole
Dispositive Power
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9
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REPORTING
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8,057,708 (1)
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Shared
Dispositive Power
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PERSON
WITH
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10
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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11
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8,057,708 (1)(2)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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£
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12
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Percent
of Class Represented by Amount in Row (11)
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13
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14.4%
(2)
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Type
of Reporting Person (See Instructions)
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14
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IN
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CUSIP No.
02262E 10 8
Footnotes:
(1) These
shares are held in the Steve Gorlin Revocable Trust dated May 19, 1998 for the
benefit of Mr. Gorlin, who is the Trustee.
(2) Based
on 55,783,146 shares of Common Stock outstanding as of February 8,
2008.
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ITEM 1.
SECURITY AND ISSUER
This
statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par
value $0.001 per share (the “Common Stock”), of Alynx, Co., a Nevada corporation
(“Alynx” or the “Issuer”). The Issuer’s business address is 1234
Airport Road, Suite 105, Destin, Florida 32541.
ITEM 2.
IDENTITY AND BACKGROUND
(a)-(c)
This Schedule 13D is being filed by Steve Gorlin., a Florida
resident (“Mr. Gorlin”) individually and in his capacity as Trustee of the Steve
Gorlin Revocable Trust dated May 19, 1998 (the “Trust”). Mr. Gorlin
and the Trust are hereinafter referred to as the “Reporting
Persons.” Mr. Gorlin’s principal business is as a private
investor. Mr. Gorlin serves as Chairman of the Board of Directors of
Alynx. Mr. Gorlin is a co-founder of MiMedx, Inc., which was acquired
by Alynx on February 8, 2008, and served as the Chairman of its Board of
Directors since its inception in November 2006.
(d)
The Reporting Persons have not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
The Reporting Persons have not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where, as a result of such proceeding, he became subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f)
Mr. Gorlin is a citizen of the United
States. The Trust is an entity formed under the laws of United
States.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
Reporting Persons received the Alynx Common Stock and options to purchase Alynx
Common Stock upon the consummation of a reverse triangular merger between Alynx,
MMX Acquisition Corp. (a wholly owned subsidiary of Alynx) and MiMedx, Inc.
which was consummated on February 8, 2008. Pursuant to the terms of
the related Agreement and Plan Merger dated January 29, 2008, each outstanding
share of common stock of MiMedx was converted into the right to receive 3.091421
shares of Alynx Common Stock. Similarly, each option to purchase
shares of MiMedx common stock was converted into the right to purchase 3.091421
shares of Alynx Common Stock.
ITEM 4.
PURPOSE OF TRANSACTION
(a)-(j) The
information set forth in Item 3 is hereby incorporated herein by
reference.
(a)
The Reporting Persons hold the shares as an
investment. Mr. Gorlin may in the future elect to exercise his
options to acquire shares of Alynx Common Stock.
(b)-(c) Not
applicable.
(d)
Pursuant to the Agreement and Plan of Merger, the directors
and executive officers of MiMedx became the directors and executive officers of
Alynx after the merger. No further changes are contemplated by the
Reporting Persons, although changes may occur in the future in the ordinary
course of business.
(e)-(f) Not
applicable.
(g)
The Alynx Board of Directors, including Mr. Gorlin, has expressed an
informal intention to call a meeting of shareholders of Alynx. The purpose of
the meeting would include consideration of proposals to amend the Alynx Articles
of Incorporation to approve a reverse stock split of approximately one-for-three
for each share of Alynx common stock.
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If the
proposed meeting of shareholders is called by the Board, Alynx would be required
to make appropriate filings with the SEC. Alynx would then provide
proxy materials to its shareholders, who would have the opportunity to consider
and vote upon the proposals presented. There can be no assurance that the
proposal will be submitted, and if submitted, the proposals may vary from the
proposal presently contemplated. Furthermore, there can be no assurance the
proposal will be approved.
(h)-(j) Not
applicable.
Except as
set forth herein, the Reporting Persons do not have any present plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of the instructions to this Item 4 of Schedule
13D.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The
number of shares of the Issuer’s Common Stock beneficially owned by Mr. Gorlin
is 10,716,330. Of these, (i) 1,236,568 shares are owned by Mrs.
Deborah Gorlin, as to which the Mr. Gorlin shares voting power, and (ii)
1,236,568 shares are owned by DARA BioSciences, Inc., of which Mr. Gorlin is an
officer and director, and shares voting and investment power. Mr.
Gorlin has sole voting and investment power over the remaining 8,243,193 shares,
including the 8,057,708 shares held by the Trust. Mr. Gorlin
disclaims beneficial ownership of the shares owned by Mrs. Gorlin and by DARA
BioSciences, Inc. The filing of this Schedule 13D should not be
deemed an admission that any of Mr. and Mrs. Gorlin and DARA BioSciences, Inc.
comprise a group for purposes of Section 13(d)(3).
(c)
The Reporting Persons acquired beneficial ownership interests in the
Alynx Common Stock pursuant to the merger described at Item 3. That
was the only transaction effected within the past 60 days by the Reporting
Persons.
(d)
Not applicable.
(e)
Not applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The
information set forth in Items 3 through 5 of this Schedule 13D is hereby
incorporated herein by reference. Except as described in this
Schedule 13D, there are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 above and
between such persons and any person with respect to any securities of the
Issuer.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
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Joint
Filing Agreement dated February 15, 2008, by and between the Reporting
Persons.
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Exhibit
2.
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Agreement
and Plan of Merger, dated as of January 29, 2008, between Alynx, Co., MMX
Acquisition Corp., and MiMedx, Inc. This document is
incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by Alynx, Co. on February 8,
2008.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I, the
undersigned, certify that the information set forth in this statement is true,
complete and correct.
Date:
February 15, 2008
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/s/ Steve Gorlin
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Steve
Gorlin, individually and as trustee of the Steve Gorlin Revocable Trust
dated May 19, 1998
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/s/ Steve Gorlin
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Steve
Gorlin Revocable Trust, by Steve Gorlin, Sole Trustee
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ATTENTION:
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (See 18 U.S.C. 1001).
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EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock of Alynx, Co., and that this Agreement be included as an
Exhibit to such joint filing.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this 15th day of
February, 2008.
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/s/ Steve Gorlin
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Steve
Gorlin, individually and as trustee of the Steve Gorlin Revocable
Trust
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/s/ Steve Gorlin
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Steve
Gorlin Revocable Trust, by Steve Gorlin, Sole Trustee
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