Form 8-K - Current report

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): February 29, 2024

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 February 29, 2024, the Board of Directors (the “Board”) of MiMedx Group, Inc. (the “Company”), approved an increase in the size of the Board to eleven members and appointed two new members, Ms. Tiffany P. Olson and Ms. Dorothy E. Puhy, to the Board, effective March 1, 2024.

The Company issued a press release in connection with the appointments, which is included as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.			Description of Exhibit
99.1			Press Release dated March 4, 2024

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.

March 4, 2024	By:	/s/William F. Hulse IV
		William F. Hulse IV General Counsel and Chief Administrative Officer

MIMEDX Announces Appointment of Two New Independent Directors

MARIETTA, Ga., March 4, 2024 -- MiMedx Group, Inc. (Nasdaq: MDXG) (“MIMEDX” or the “Company”) today announced the appointments of Tiffany Olson and Dorothy Puhy to its Board of Directors, effective as of March 1, 2024. Ms. Olson and Ms. Puhy each bring extensive and relevant experience across the healthcare industry, with demonstrated records of executive leadership, strategic counsel and shareholder value creation. In connection with these appointments, the Board of Directors unanimously agreed to expand its size to eleven directors.

M. Kathleen Behrens, Chair of the Board at MIMEDX, stated, “On behalf of the entire Board of Directors, we are honored to welcome these accomplished business leaders who will undoubtedly contribute to our strategic vision and provide unique and valuable insights. We look forward to working together to unlock the full potential MIMEDX has to offer the industry as a leader in innovative Wound Care and Surgical therapeutics.”

Joseph H. Capper, MIMEDX Chief Executive Officer, added, “Tiffany and Dorothy will be exceptional additions to the Board. These individuals have highly complementary skill sets, which, coupled with their proven track records of leadership and influence at prominent organizations across healthcare and other industries, will elevate our Board as a whole.”

About Tiffany Olson

Ms. Olson currently serves as a board member for two other public companies, Telix Pharmaceuticals and Castle Biosciences, and a privately held growth-stage company, Langham Logistics. She previously held CEO, president, and senior leadership positions in the U.S. and Europe at multiple international Fortune 100 healthcare companies, including Cardinal Health, Roche, and Eli Lilly.

About Dorothy Puhy

Ms. Puhy has previously held board positions at Abiomed, Azenta, Eaton Vance, Reebok, and other privately held companies. She has also held several executive leadership positions, including CFO and EVP, COO of Dana-Farber Cancer Institute and EVP, CFO of New England Medical Center (now Tufts Medical Center).

About MIMEDX

MIMEDX is a pioneer and leader focused on helping humans heal. With more than a decade of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX is dedicated to providing a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare. The Company’s vision is to be the leading global provider of healing solutions through relentless innovation to restore quality of life. For additional information, please visit www.mimedx.com.

Contact:

Matt Notarianni

Investor Relations

470-304-7291

mnotarianni@mimedx.com

Cover Page Document	Jun. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 29, 2024
Entity Registrant Name	MIMEDX GROUP, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	001-35887
Entity Tax Identification Number	26-2792552
Entity Address, Address Line One	1775 West Oak Commons Ct., NE
Entity Address, City or Town	Marietta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30062
City Area Code	770
Local Phone Number	651-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	MDXG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001376339
Amendment Flag	false