0001376339 false 0001376339 2022-09-03 2022-09-03
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): September 3, 2022
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)

Florida |  | 001-35887 |  | 26-2792552
(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):

☐ | 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
Common Stock, $0.001 par value per share |  | MDXG |  | The Nasdaq Stock Market LLC

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2022, the board of directors of MiMedx Group, Inc. (the “Company”) appointed K. Todd Newton, a current director of the Company, as the Company’s interim Chief Executive Officer to replace Timothy R. Wright effective immediately. Mr. Newton will serve in such capacity on an interim basis until a successor is identified and appointed and will continue to serve on the board of directors of the Company. Pursuant to the terms of the Letter Agreement between the Company and Mr. Wright, dated as of April 8, 2019, Mr. Wright also ceased to be a member of the board of directors effective upon the termination of his employment as Chief Executive Officer.
K. Todd Newton, age 60, has served as a director of the Company since 2019. He served as Chief Executive Officer and as a member of the board of directors of Apollo Endosurgery, Inc. (Nasdaq: APEN), a medical device company, from July 2014 until March 2021. Earlier in his career, Mr. Newton served as Executive Vice President, Chief Financial Officer and Chief Operating Officer at ArthroCare Corporation (formerly Nasdaq: ARTC), a medical device company, from 2009 to June 2014. Prior to that, Mr. Newton served in a number of executive officer roles, including President and Chief Executive Officer and as a director, at Synenco Energy, Inc., a Canadian oil sands company, from 2004 until 2008. Mr. Newton was a Partner at Deloitte & Touche LLP, a professional services network and accounting organization, from 1994 to 2004. Mr. Newton holds a B.B.A. in accounting from the University of Texas at San Antonio. Mr. Newton was nominated as a director because of his significant experience in the medical device sector as well as strong executive leadership experience.
There are no arrangements or understandings between Mr. Newton and any other persons outside of the Company pursuant to which he was selected as interim Chief Executive Officer. There are also no family relationships between Mr. Newton and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 | Regulation FD

On September 6, 2022, the Company issued a press release announcing the changes described in Item 5.02 of this Current Report on Form 8-K and providing an update on its revenue outlook for 2022. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 | Other Information

In connection with the events described in Item 5.02 of this Current Report on Form 8-K, the board of directors of the Company has reduced the size of the board of directors from nine members to eight members.
In connection with Mr. Newton’s appointment as interim Chief Executive Officer and his no longer qualifying as an “independent” director under Nasdaq’s continued listing requirements, the board of directors appointed Cato T. Laurencin to the Company’s Audit Committee to replace Mr. Newton.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. |  | Description of Exhibit
99.1 |  | Press Release dated September 6, 2022
104 |  | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | MIMEDX GROUP, INC.
September 6, 2022 | By: | /s/ Peter M. Carlson
|  | Peter M. Carlson, Chief Financial Officer