þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Florida
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26-2792552
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification Number)
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1775 West Oak Commons Court, NE Marietta, GA
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30062
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting Company
o
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(Do not check if a smaller reporting company)
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•
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the advantages of our products;
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•
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our ability to develop future products;
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•
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our belief regarding the growth of our direct sales force resulting in increased revenues;
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•
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expectations regarding government and other third-party reimbursement for our products;
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•
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our beliefs regarding our relationships with our two largest distributors;
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•
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expectations regarding future revenue growth;
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•
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our ability to procure sufficient quantities of donated placentas for our products and future products;
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•
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market opportunities for our products and future products;
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•
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prospects for obtaining additional patents covering our proprietary technology; and
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•
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our ability to compete effectively.
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•
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Structural proteins; including:
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◦
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Collagen types IV, V, and VII
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◦
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Elastin
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•
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Specialized proteins; including:
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◦
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Fibrillin
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◦
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Fibronectin
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◦
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Laminins
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◦
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TIMPs 1,2,4, Tissue Inhibitor of Metalloproteinase 1, 2, 4
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•
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Growth Factors; including but not limited to:
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◦
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Epidermal Growth Factor (EGF)
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◦
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Transforming Growth Factor Beta (TGF-B)
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◦
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Fibroblast Growth Factor (FGF)
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◦
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Platelet Derived Growth Factors A & B (PDGF A&B)
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•
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AmnioFix® is provided in a sheet form. It is configured to reduce inflammation, enhance non-structural soft tissue healing and to minimize scar tissue formation after primary surgical repair. It is being used currently in spine, general and urology surgeries.
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•
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AmnioFix® Wrap also is supplied in a sheet form and is configured for the same purposes as AmnioFix®, but is optimized for use as a “wrap” for nerves, tendons or ligaments.
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•
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AmnioFix® Injectable is supplied in micronized powder form used for injection into soft tissue areas. AmnioFix® is used to reduce inflammation while enhancing healing of soft tissue micro tears. Currently, AmnioFix® is used to treat conditions such as: tendonitis, including plantar fasciitis, lateral epicondylitis, and medial epicondylitis; bursitis; strains and sprains.
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Patent Number
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Description
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Estimated Expiration Date
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8,624,092
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A multilayered tissue graft
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09/08/2028
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8,623,421
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A dehydrated placental tissue graft with an asymmetric label
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08/17/2027
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8,597,687
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Methods for determining the orientation of a tissue graft
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08/17/2027
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8,460,716
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Method for applying a label to a placental tissue graft
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08/17/2027
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8,460,715
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Labeled tissue graft
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08/17/2027
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8,409,626
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Amnion membrane comprising an exposed basement membrane and an exposed fibroblast layer
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09/08/2028
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8,372,439
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Method for treating a wound using improved placental tissue graft
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09/08/2028
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8,372,438
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Method for inhibiting adhesion formation using an improved placental tissue graft
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09/08/2028
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8,372,437
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Dehydrated layered tissue graft consisting of intact amnion layer and chorion layer
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07/06/2031
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8,357,403
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Method for making a tissue graft
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09/23/2028
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8,323,701
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Layered tissue graft (at least 2) without epithelial cells
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10/07/2029
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1.
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SmartTRAX.net
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2.
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American Society of Plastic Surgeons “2012 Plastic Surgery Statistics Report” http://www.plasticsurgery.org/news-and-resources/2012-plastic-surgery-statistics.html
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3.
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CDC Report - National Hospital Discharge Surgery: 2010 Table, Procedures by Selected patient characteristic - Number by procedure category and age (/nchs/data/nhds/4procedures/2010pro4_numberprocedureage.pdf)
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4.
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US Market for Wound and Tissue Management, page 331 Figure 10-6: Total Skin Substitutes Market, US, 2008-2018, iDATA_US WT12_RPT report
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5.
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Worldwide Markets and Emerging Technologies for Tissue Engineering and Regenerative Medicine, 2009, Intellab
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6.
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MiMedx internal estimates and calculations based on market intelligence
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•
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It must be minimally manipulated;
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•
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It must be intended for homologous use;
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•
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Its manufacture must not involve combination with another article, except for water, crystalloids or a sterilizing, preserving or storage agent; and
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•
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It must not have a systemic effect and must not be dependent upon the metabolic activity of living cells for its primary function.
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•
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Completion of preclinical laboratory tests, animal studies and formulations studies under the FDA’s good laboratory practices regulations;
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•
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Submission to the FDA of an Investigational New Drug Application (IND) for human clinical testing, which must become effective before human clinical trials may begin and which must include independent Institutional Review Board (IRB) approval at each clinical site before the trials may be initiated;
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•
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Performance of adequate and well-controlled clinical trials in accordance with Good Clinical Practices to establish the safety and efficacy of the product for each indication;
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•
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Submission to the FDA of a BLA for marketing the product, which includes, among other things, reports of the outcomes and full data sets of the clinical trials, and proposed labeling and packaging for the product;
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•
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Satisfactory review of the contents of the BLA by the FDA, including the satisfactory resolution of any questions raised during the review;
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•
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Satisfactory completion of an FDA Advisory Committee review, if applicable;
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•
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Satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with Current Good Manufacturing Processes regulations, to assure that the facilities, methods and controls are adequate to ensure the product’s identity, strength, quality and purity; and
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•
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FDA approval of the BLA, including agreement on post-marketing commitments, if applicable.
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•
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The announcement or introduction of new products by our competitors;
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•
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Failure of government and private health plans to adequately and timely reimburse the users of our products;
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•
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Removal of our products from the Federal Supply Schedule or change in the prices that government accounts will pay for our products;
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•
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Our ability to upgrade and develop our systems and infrastructure to accommodate growth;
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•
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Our ability to attract and retain key personnel in a timely and cost effective manner;
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•
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The amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure;
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•
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Regulation by federal, state or local governments; and
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•
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General economic conditions as well as economic conditions specific to the healthcare industry.
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·
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Significantly greater name recognition;
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·
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Established relations with surgeons, hospitals, other healthcare providers and third party payers;
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·
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Large and established sales and distribution networks in the United States and/or in international markets;
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Greater experience in obtaining and maintaining regulatory approvals and/or clearances from the FDA and other regulatory agencies;
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Greater financial, managerial and other resources for product research and development, sales and marketing efforts and protecting and enforcing intellectual property rights.
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Their lack of experience with prior procedures in the field using our products;
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Lack of evidence supporting additional patient benefits and our products over conventional methods;
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Perceived liability risks generally associated with the use of new products and procedures;
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·
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Limited availability of reimbursement from third party payers; and
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The time that must be dedicated to training.
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We may not be able to obtain regulatory clearance or approvals for such products, or the approved indication may be narrower than we seek;
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·
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Such products may not prove to be safe and effective in preclinical or clinical trials;
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Physicians or hospitals may not receive any reimbursement from third party payers, or the level of reimbursement may be insufficient to support widespread adoption of such products;
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We may experience delays in our development programs;
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·
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Any products that are approved may not be accepted in the marketplace by physicians or patients;
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We may not be able to manufacture any such products in commercial quantities or at an acceptable cost; and
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Rapid technological change may make such products obsolete.
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It must be minimally manipulated;
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·
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It must be intended for homologous use;
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·
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Its manufacture must not involve combination with another article, except for water, crystalloids or a sterilizing, preserving or storage agent; and
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·
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It must not have a systemic effect and must not be dependent upon the metabolic activity of living cells for its primary function.
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•
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Untitled letters, warning letters, fines, injunctions, and civil penalties;
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•
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Recall or seizure of our products;
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•
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Operating restrictions, partial suspension or total shutdown of production;
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•
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Refusing our requests for clearance or approval of new products;
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•
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Withdrawing or suspending current applications for approval or approvals already granted;
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•
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Refusal to grant export approval for our products; and
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•
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Criminal prosecution.
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·
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Fluctuations in stock market prices and trading volumes of similar companies or of the markets generally;
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·
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Our ability to successfully launch, market and earn significant revenue from our products;
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·
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Our ability to obtain additional financing to support our continuing operations;
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·
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Disclosure of the details and results of regulatory applications and proceedings;
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·
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Changes in government regulations or our failure to comply with any such regulations;
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·
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Additions or departures of key personnel;
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·
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Our investments in research and development or other corporate resources;
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·
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Announcements of technological innovations or new commercial products by us or our competitors;
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·
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Developments in the patents or other proprietary rights owned or licensed by us or our competitors;
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·
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The timing of new product introductions;
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·
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Actual or anticipated fluctuations in our operating results, including any restatements of previously reported results;
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·
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Our ability to effectively and consistently manufacture our products and avoid costs associated with the recall of defective or potentially defective products;
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·
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Our ability and the ability of our distribution partners to market and sell our products;
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·
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Changes in reimbursement for our products or the price for our products to our customers;
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·
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Removal of our products from the Federal Supply Schedule, or changes in how government accounts purchase products such as ours or in the price for our products to government accounts; and
|
.
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The other risks detailed in this Item 1A.
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·
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Authorizing the issuance of preferred stock that can be created and issued by the Board of Directors without prior common stock shareholder approval, with rights senior to those of the common stock;
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·
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Restricting persons who may call shareholder meetings;
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·
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Electing directors on a staggered basis; and
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.
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Allowing the Board to fill vacancies and to fix the number of directors.
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Year ended December 31, 2013
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High
|
|
Low
|
||||
First Quarter
|
$
|
5.87
|
|
|
$
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3.95
|
|
Second Quarter
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7.45
|
|
|
4.80
|
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||
Third Quarter
|
7.03
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|
|
3.85
|
|
||
Fourth Quarter
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8.74
|
|
|
4.46
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||
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|
|
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||||
Year ended December 31, 2012
|
High
|
|
Low
|
||||
First Quarter
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$
|
1.40
|
|
|
$
|
1.10
|
|
Second Quarter
|
2.20
|
|
|
1.03
|
|
||
Third Quarter
|
2.99
|
|
|
1.97
|
|
||
Fourth Quarter
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3.85
|
|
|
2.59
|
|
|
|
|
||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
59,180,734
|
|
|
$
|
27,053,773
|
|
|
$
|
7,760,446
|
|
|
$
|
544,155
|
|
|
$
|
800
|
|
Gross margin
|
|
49,852,620
|
|
|
21,865,395
|
|
|
4,402,537
|
|
|
(1,175,908
|
)
|
|
560
|
|
|||||
Operating income (loss)
|
|
(2,638,567)
|
|
|
(5,355,383
|
)
|
|
(9,761,016
|
)
|
|
(10,532,655
|
)
|
|
(9,229,749
|
)
|
|||||
Net income (loss)
|
|
$
|
(4,111,853
|
)
|
|
$
|
(7,662,376
|
)
|
|
$
|
(10,193,986
|
)
|
|
$
|
(11,419,753
|
)
|
|
$
|
(11,167,653
|
)
|
Net income (loss) per common share - basic and diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
As of December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
84,693,893
|
|
|
$
|
35,182,608
|
|
|
$
|
27,096,192
|
|
|
$
|
7,352,245
|
|
|
$
|
9,692,083
|
|
Working capital
|
|
55,780,904
|
|
|
13,071,590
|
|
|
2,149,467
|
|
|
454,081
|
|
|
2,176,385
|
|
|||||
Long term liabilities
|
|
1,517,956
|
|
|
10,158,105
|
|
|
10,467,583
|
|
|
—
|
|
|
2,990,856
|
|
|||||
Stockholders' equity
|
|
73,568,070
|
|
|
20,007,302
|
|
|
11,896,565
|
|
|
6,100,528
|
|
|
6,071,878
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
•
|
AmnioFix® is provided in a sheet form. It is being used currently in spine, general and urology surgeries to reduce inflammation, enhance non-structural soft tissue healing and to minimize scar tissue.
|
•
|
AmnioFix® Wrap also is supplied in a sheet form and is configured for the same purposes as AmnioFix®, but is optimized for use as a “wrap” for nerves, tendons or ligaments.
|
•
|
AmnioFix® Injectable is supplied in micronized powder form used for injection into soft tissue areas to treat conditions such as: tendonitis, including plantar fasciitis, lateral epicondylitis, and medial epicondylitis; bursitis; strains and sprains.
|
•
|
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;
|
•
|
Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and
|
•
|
Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
Amortization of
Debt Discount
|
|
Accrued
Interest
|
|
Interest Expense,
net
|
|
Total
|
|
Amortization of
Debt Discount
|
|
Accrued
Interest
|
|
Interest Expense,
net
|
|
Total
|
||||||||||||||||
Convertible Line of Credit with Related Party
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
561,202
|
|
|
$
|
60,904
|
|
|
$
|
—
|
|
|
$
|
622,106
|
|
Convertible Debt related to acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,509
|
|
|
21,078
|
|
|
—
|
|
|
191,587
|
|
||||||||
Convertible Senior Secured Promissory Notes
|
1,328,439
|
|
|
36,202
|
|
|
—
|
|
|
1,364,641
|
|
|
961,941
|
|
|
500,000
|
|
|
—
|
|
|
1,461,941
|
|
||||||||
Deferred financing related to Senior Secured Promissory Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,449
|
|
|
—
|
|
|
—
|
|
|
20,449
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
9,031
|
|
|
9,031
|
|
|
—
|
|
|
—
|
|
|
10,910
|
|
|
10,910
|
|
||||||||
|
$
|
1,328,439
|
|
|
$
|
36,202
|
|
|
$
|
9,031
|
|
|
$
|
1,373,672
|
|
|
$
|
1,714,101
|
|
|
$
|
581,982
|
|
|
$
|
10,910
|
|
|
$
|
2,306,993
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
|
Amortization of
Debt Discount
|
|
Accrued
Interest
|
|
Interest Expense,
net
|
|
Total
|
|
Amortization of
Debt Discount
|
|
Accrued
Interest
|
|
Interest Expense,
net
|
|
Total
|
||||||||||||||||
Convertible Line of Credit with Related Party
|
$
|
561,202
|
|
|
$
|
60,904
|
|
|
$
|
—
|
|
|
$
|
622,106
|
|
|
$
|
33,254
|
|
|
$
|
42,726
|
|
|
$
|
—
|
|
|
$
|
75,980
|
|
Convertible Debt related to acquisition
|
170,509
|
|
|
21,078
|
|
|
—
|
|
|
191,587
|
|
|
266,991
|
|
|
49,315
|
|
|
—
|
|
|
316,306
|
|
||||||||
Convertible Senior Secured Promissory Notes
|
961,941
|
|
|
500,000
|
|
|
—
|
|
|
1,461,941
|
|
|
14,907
|
|
|
7,732
|
|
|
—
|
|
|
22,639
|
|
||||||||
Deferred financing related to Senior Secured Promissory Notes
|
20,449
|
|
|
—
|
|
|
—
|
|
|
20,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
10,910
|
|
|
10,910
|
|
|
—
|
|
|
—
|
|
|
18,045
|
|
|
18,045
|
|
||||||||
|
$
|
1,714,101
|
|
|
$
|
581,982
|
|
|
$
|
10,910
|
|
|
$
|
2,306,993
|
|
|
$
|
315,152
|
|
|
$
|
99,773
|
|
|
$
|
18,045
|
|
|
$
|
432,970
|
|
|
|
|
less than
|
|
|
|
|
|
More
than
|
||||||||||
Contractual Obligations
|
TOTAL
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Capital lease obligation
|
$
|
366,229
|
|
|
$
|
114,654
|
|
|
$
|
220,540
|
|
|
$
|
31,035
|
|
|
$
|
—
|
|
Operating lease obligations
|
6,430,141
|
|
|
869,841
|
|
|
2,639,707
|
|
|
2,801,012
|
|
|
119,581
|
|
|||||
|
$
|
6,796,370
|
|
|
$
|
984,495
|
|
|
$
|
2,860,247
|
|
|
$
|
2,832,047
|
|
|
$
|
119,581
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net Loss (Per GAAP)
|
$
|
(4,111,853
|
)
|
|
$
|
(7,662,376
|
)
|
|
$
|
(10,193,986
|
)
|
Add back:
|
|
|
|
|
|
|
|
||||
Income Taxes
|
99,614
|
|
|
—
|
|
|
—
|
|
|||
Financing expense associated with beneficial conversion of note payable issued in conjunction with acquisition
|
—
|
|
|
170,509
|
|
|
266,991
|
|
|||
Financing expense associated with beneficial conversion of Line of Credit with Related Party
|
—
|
|
|
561,202
|
|
|
33,254
|
|
|||
Financing expense associated with beneficial conversion of Senior Secured Promissory Notes
|
1,328,439
|
|
|
982,390
|
|
|
14,907
|
|
|||
Other interest expense, net
|
45,233
|
|
|
592,892
|
|
|
117,818
|
|
|||
Depreciation Expense
|
637,246
|
|
|
465,367
|
|
|
446,502
|
|
|||
Loss on fixed asset disposal
|
36,800
|
|
|
—
|
|
|
—
|
|
|||
Amortization Expense
|
1,053,971
|
|
|
1,380,241
|
|
|
1,335,908
|
|
|||
Share Based Compensation
|
6,009,176
|
|
|
2,538,721
|
|
|
1,659,083
|
|
|||
Impairment of Intangible Assets
|
368,102
|
|
|
1,798,495
|
|
|
—
|
|
|||
Fair Value Adjustment of Earn-out Liability
|
—
|
|
|
1,567,050
|
|
|
5,803
|
|
|||
Income (Loss) Before Interest, Taxes, Depreciation, Amortization and Share Based Compensation
|
$
|
5,466,728
|
|
|
$
|
2,394,491
|
|
|
$
|
(6,313,720
|
)
|
Index to Financial Statements
|
|
|
|
/s/ Cherry Bekaert LLP
|
|
|
|
Atlanta, Georgia
|
|
|
|
March 4, 2014
|
|
/s/ Cherry Bekaert LLP
|
|
|
|
Atlanta, Georgia
|
|
|
|
March 4, 2014
|
|
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
December 31,
|
||||||
|
2013
|
|
|
2012
|
|
||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
44,077,751
|
|
|
$
|
6,754,485
|
|
Accounts receivable, net
|
16,092,836
|
|
|
7,653,561
|
|
||
Inventory, net
|
3,880,776
|
|
|
3,022,784
|
|
||
Prepaid expenses
|
1,337,408
|
|
|
657,961
|
|
||
Total current assets
|
65,388,771
|
|
|
18,088,791
|
|
||
Property and equipment, net of accumulated depreciation
|
4,086,106
|
|
|
1,071,625
|
|
||
Goodwill
|
4,040,443
|
|
|
4,040,443
|
|
||
Intangible assets, net of accumulated amortization
|
11,178,573
|
|
|
11,911,749
|
|
||
Other assets
|
—
|
|
|
70,000
|
|
||
Total assets
|
$
|
84,693,893
|
|
|
$
|
35,182,608
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
2,490,531
|
|
|
$
|
1,251,684
|
|
Accrued compensation
|
5,588,811
|
|
|
2,753,237
|
|
||
Accrued expenses
|
1,405,974
|
|
|
990,697
|
|
||
Other current liabilities
|
122,551
|
|
|
21,583
|
|
||
Total current liabilities
|
9,607,867
|
|
|
5,017,201
|
|
||
|
|
|
|
||||
Earn-out liability payable in MiMedx common stock
|
—
|
|
|
5,792,330
|
|
||
Convertible Senior Secured Promissory Notes, net
|
—
|
|
|
4,012,442
|
|
||
Other liabilities
|
1,517,956
|
|
|
353,333
|
|
||
Total liabilities
|
11,125,823
|
|
|
15,175,306
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Preferred stock; $.001 par value; 5,000,000 shares authorized and 0 shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock; $.001 par value; 130,000,000 shares authorized; 104,425,614 issued and 104,375,614 outstanding for 2013 and 88,423,169 issued and 88,373,169 outstanding for 2012
|
104,426
|
|
|
88,423
|
|
||
Additional paid-in capital
|
147,284,219
|
|
|
89,627,601
|
|
||
Treasury stock (50,000 shares at cost)
|
(25,000
|
)
|
|
(25,000
|
)
|
||
Accumulated deficit
|
(73,795,575
|
)
|
|
(69,683,722
|
)
|
||
Total stockholders' equity
|
73,568,070
|
|
|
20,007,302
|
|
||
Total liabilities and stockholders' equity
|
$
|
84,693,893
|
|
|
$
|
35,182,608
|
|
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
|
|
|
|
||||||
Net sales
|
$
|
59,180,734
|
|
|
$
|
27,053,773
|
|
|
$
|
7,760,446
|
|
Cost of sales
|
9,328,114
|
|
|
5,188,378
|
|
|
3,357,909
|
|
|||
Gross margin
|
49,852,620
|
|
|
21,865,395
|
|
|
4,402,537
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development expenses
|
4,843,457
|
|
|
2,884,546
|
|
|
2,976,313
|
|
|||
Selling, general and administrative expenses
|
46,225,657
|
|
|
19,590,446
|
|
|
9,845,529
|
|
|||
Impairment of intangible assets
|
368,102
|
|
|
1,798,495
|
|
|
—
|
|
|||
Fair value adjustment of earn-out liability
|
—
|
|
|
1,567,050
|
|
|
5,803
|
|
|||
Amortization of intangible assets
|
1,053,971
|
|
|
1,380,241
|
|
|
1,335,908
|
|
|||
|
|
|
|
|
|
||||||
Operating income (loss)
|
(2,638,567
|
)
|
|
(5,355,383
|
)
|
|
(9,761,016
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (expense), net
|
|
|
|
|
|
|
|
||||
Amortization of debt discount
|
(1,328,439
|
)
|
|
(1,714,101
|
)
|
|
(315,152
|
)
|
|||
Interest expense, net
|
(45,233
|
)
|
|
(592,892
|
)
|
|
(117,818
|
)
|
|||
|
|
|
|
|
|
||||||
Income (loss) before income tax provision
|
(4,012,239
|
)
|
|
(7,662,376
|
)
|
|
(10,193,986
|
)
|
|||
Income tax provision
|
(99,614
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(4,111,853
|
)
|
|
$
|
(7,662,376
|
)
|
|
$
|
(10,193,986
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per common share - basic and diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic and diluted
|
96,285,504
|
|
|
81,646,295
|
|
|
72,450,337
|
|
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR YEARS ENDED DECEMBER 31, 2013, 2012, AND 2011
|
|||||||||||||||||||||||||||
|
Preferred Stock
Series A
|
|
Common
Stock
|
|
|
|
Additional
Paid-in
|
|
Treasury
|
|
Accumulated
|
|
|
||||||||||||||
|
Shares
|
Amount
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
Deficit
|
|
Total
|
||||||||||||||
December 31, 2010
|
—
|
|
$
|
—
|
|
64,381,910
|
|
|
$
|
64,382
|
|
|
$
|
57,888,506
|
|
|
$
|
(25,000
|
)
|
|
$
|
(51,827,360
|
)
|
|
$
|
6,100,528
|
|
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
1,659,083
|
|
|
—
|
|
|
—
|
|
|
1,659,083
|
|
||||||
Exercise of stock options
|
—
|
|
—
|
|
490,000
|
|
|
490
|
|
|
295,263
|
|
|
—
|
|
|
—
|
|
|
295,753
|
|
||||||
Sale of common stock and warrants (net of $47,733 of offering costs)
|
—
|
|
—
|
|
3,778,321
|
|
|
3,779
|
|
|
3,726,808
|
|
|
—
|
|
|
—
|
|
|
3,730,587
|
|
||||||
Common stock issued for the conversion of convertible debt
|
—
|
|
—
|
|
406,664
|
|
|
406
|
|
|
406,257
|
|
|
—
|
|
|
—
|
|
|
406,663
|
|
||||||
Common stock issued for the acquisition of Surgical Biologics, LLC
|
—
|
|
—
|
|
5,250,000
|
|
|
5,250
|
|
|
7,082,250
|
|
|
—
|
|
|
—
|
|
|
7,087,500
|
|
||||||
Beneficial conversion feature recognized on convertible debt
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
2,715,552
|
|
|
—
|
|
|
—
|
|
|
2,715,552
|
|
||||||
Warrants issued in conjunction with convertible promissory notes
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
14,885
|
|
|
—
|
|
|
—
|
|
|
14,885
|
|
||||||
Discount on beneficial conversion feature recognized on line of credit with related party
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,193,986
|
)
|
|
(10,193,986
|
)
|
||||||
Balances, December 31, 2011
|
—
|
|
$
|
—
|
|
74,306,895
|
|
|
$
|
74,307
|
|
|
$
|
73,868,604
|
|
|
$
|
(25,000
|
)
|
|
$
|
(62,021,346
|
)
|
|
$
|
11,896,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,538,721
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,538,721
|
|
|
Exercise of stock options
|
—
|
|
—
|
|
843,863
|
|
|
844
|
|
|
1,051,824
|
|
|
—
|
|
|
—
|
|
|
1,052,668
|
|
||||||
Exercise of warrants
|
—
|
|
—
|
|
7,959,767
|
|
|
7,960
|
|
|
5,993,103
|
|
|
—
|
|
|
—
|
|
|
6,001,063
|
|
||||||
Repurchase warrants
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(568
|
)
|
|
—
|
|
|
—
|
|
|
(568
|
)
|
||||||
Cashless exercise of warrants
|
—
|
|
—
|
|
216,085
|
|
|
216
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock issued for accrued director fees
|
—
|
|
—
|
|
167,086
|
|
|
167
|
|
|
184,486
|
|
|
—
|
|
|
—
|
|
|
184,653
|
|
||||||
Common stock issued for earn-out liability
|
—
|
|
—
|
|
2,632,576
|
|
|
2,632
|
|
|
3,182,591
|
|
|
—
|
|
|
—
|
|
|
3,185,223
|
|
||||||
Discount on beneficial conversion feature
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
514,456
|
|
|
—
|
|
|
—
|
|
|
514,456
|
|
||||||
Common stock issued for acquisition note
|
—
|
|
—
|
|
893,267
|
|
|
893
|
|
|
892,374
|
|
|
—
|
|
|
—
|
|
|
893,267
|
|
||||||
Conversion of line of credit with related party
|
—
|
|
—
|
|
1,403,630
|
|
|
1,404
|
|
|
1,402,226
|
|
|
—
|
|
|
—
|
|
|
1,403,630
|
|
||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,662,376
|
)
|
|
(7,662,376
|
)
|
||||||
Balances, December 31, 2012
|
—
|
|
$
|
—
|
|
88,423,169
|
|
|
$
|
88,423
|
|
|
$
|
89,627,601
|
|
|
$
|
(25,000
|
)
|
|
$
|
(69,683,722
|
)
|
|
$
|
20,007,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
$
|
6,009,176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,009,176
|
|
|
Exercise of stock options
|
—
|
|
—
|
|
1,958,674
|
|
|
1,959
|
|
|
1,979,459
|
|
|
—
|
|
|
—
|
|
|
1,981,418
|
|
||||||
Exercise of warrants
|
—
|
|
—
|
|
1,844,352
|
|
|
1,844
|
|
|
2,106,039
|
|
|
—
|
|
|
—
|
|
|
2,107,883
|
|
||||||
Common stock issued for 5% convertible note
|
—
|
|
—
|
|
5,272,004
|
|
|
5,272
|
|
|
5,266,732
|
|
|
—
|
|
|
—
|
|
|
5,272,004
|
|
||||||
Common stock issued for earn-out liability
|
—
|
|
—
|
|
1,174,915
|
|
|
1,175
|
|
|
5,791,155
|
|
|
—
|
|
|
—
|
|
|
5,792,330
|
|
||||||
Issuance of restricted stock
|
—
|
|
—
|
|
2,500
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Public offering of common stock, net of expenses
|
—
|
|
—
|
|
5,750,000
|
|
|
5,750
|
|
|
36,504,060
|
|
|
—
|
|
|
—
|
|
|
36,509,810
|
|
||||||
Net income (loss )
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,111,853
|
)
|
|
(4,111,853
|
)
|
||||||
Balance December 31, 2013
|
—
|
|
$
|
—
|
|
104,425,614
|
|
|
$
|
104,426
|
|
|
$
|
147,284,219
|
|
|
$
|
(25,000
|
)
|
|
$
|
(73,795,575
|
)
|
|
$
|
73,568,070
|
|
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(4,111,853
|
)
|
|
$
|
(7,662,376
|
)
|
|
$
|
(10,193,986
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation
|
637,246
|
|
|
465,367
|
|
|
446,502
|
|
|||
Loss on fixed asset disposal
|
36,800
|
|
|
—
|
|
|
—
|
|
|||
Amortization of intangible assets
|
1,053,971
|
|
|
1,380,241
|
|
|
1,335,908
|
|
|||
Impairment of intangible assets
|
368,102
|
|
|
1,798,495
|
|
|
—
|
|
|||
Amortization of debt discount and deferred financing costs
|
1,328,439
|
|
|
1,714,101
|
|
|
315,152
|
|
|||
Share-based compensation
|
6,009,176
|
|
|
2,538,721
|
|
|
1,659,083
|
|
|||
Change in fair value of earn-out liability
|
—
|
|
|
1,567,050
|
|
|
5,803
|
|
|||
Increase (decrease) in cash resulting from changes in:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(8,439,275
|
)
|
|
(5,761,642
|
)
|
|
(1,208,456
|
)
|
|||
Inventory
|
(857,992
|
)
|
|
(2,310,182
|
)
|
|
(253,942
|
)
|
|||
Prepaid expenses
|
(706,683
|
)
|
|
(466,060
|
)
|
|
(70,980
|
)
|
|||
Other assets
|
70,000
|
|
|
96,657
|
|
|
(80,375
|
)
|
|||
Accounts payable
|
1,208,747
|
|
|
(81,112
|
)
|
|
732,938
|
|
|||
Accrued compensation
|
2,835,574
|
|
|
2,354,888
|
|
|
194,934
|
|
|||
Accrued expenses
|
352,881
|
|
|
605,856
|
|
|
328,379
|
|
|||
Accrued interest
|
(41,641
|
)
|
|
387,896
|
|
|
107,886
|
|
|||
Other liabilities
|
(28,969
|
)
|
|
40,840
|
|
|
16,383
|
|
|||
Net cash flows from operating activities
|
(285,477
|
)
|
|
(3,331,260
|
)
|
|
(6,664,771
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Purchases of equipment
|
(2,336,517
|
)
|
|
(636,502
|
)
|
|
(486,091
|
)
|
|||
Cash paid for acquisition, net of cash acquired of $33,583
|
—
|
|
|
—
|
|
|
(466,417
|
)
|
|||
Proceeds from grant
|
—
|
|
|
—
|
|
|
250,000
|
|
|||
Patent application costs
|
(688,897
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flows from investing activities
|
(3,025,414
|
)
|
|
(636,502
|
)
|
|
(702,508
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
1,981,418
|
|
|
1,052,668
|
|
|
295,753
|
|
|||
Proceeds from exercise of warrants
|
2,107,883
|
|
|
6,001,063
|
|
|
—
|
|
|||
Proceeds from Senior Secured Promissory Notes
|
—
|
|
|
—
|
|
|
5,000,000
|
|
|||
Proceeds from Line of Credit with related party
|
—
|
|
|
—
|
|
|
1,300,000
|
|
|||
Proceeds from sale of common stock and warrants and
common stock with registration rights, net
|
—
|
|
|
—
|
|
|
3,730,587
|
|
|||
Proceeds from public offering, net of expenses
|
36,602,306
|
|
|
—
|
|
|
—
|
|
|||
Repayment of Line of Credit
|
—
|
|
|
—
|
|
|
(99,000
|
)
|
|||
Repayment of Note Payable
|
—
|
|
|
—
|
|
|
(88,657
|
)
|
|||
Repayment of convertible debt related to acquisition
|
—
|
|
|
(427,126
|
)
|
|
—
|
|
|||
Principal payments of equipment leases
|
(57,450
|
)
|
|
(16,116
|
)
|
|
—
|
|
|||
Repurchase of warrants
|
—
|
|
|
(568
|
)
|
|
—
|
|
|||
Net cash flows from financing activities
|
40,634,157
|
|
|
6,609,921
|
|
|
10,138,683
|
|
|||
|
|
|
|
|
|
||||||
Net change in cash
|
37,323,266
|
|
|
2,642,159
|
|
|
2,771,404
|
|
|||
Cash and cash equivalents, beginning of period
|
6,754,485
|
|
|
4,112,326
|
|
|
1,340,922
|
|
|||
Cash and cash equivalents, end of period
|
$
|
44,077,751
|
|
|
$
|
6,754,485
|
|
|
$
|
4,112,326
|
|
1.
|
Nature of Business
|
2
|
Significant Accounting Policies
|
•
|
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;
|
•
|
Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and
|
•
|
Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available.
|
3.
|
Liquidity and Management's Plans
|
4.
|
Inventories
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Raw materials
|
$
|
202,414
|
|
|
$
|
233,747
|
|
Work in process
|
2,951,704
|
|
|
1,598,537
|
|
||
Finished goods
|
1,048,886
|
|
|
1,349,121
|
|
||
Inventory, gross
|
4,203,004
|
|
|
3,181,405
|
|
||
Reserve for obsolescence
|
(322,228
|
)
|
|
(158,621
|
)
|
||
Inventory, net
|
$
|
3,880,776
|
|
|
$
|
3,022,784
|
|
5.
|
Property and Equipment
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Leasehold improvements
|
$
|
2,319,928
|
|
|
$
|
1,022,230
|
|
Lab and clean room equipment
|
2,025,263
|
|
|
1,887,645
|
|
||
Furniture and equipment
|
1,240,466
|
|
|
431,563
|
|
||
Construction in Progress
|
802,319
|
|
|
10,027
|
|
||
Property and equipment, gross
|
6,387,976
|
|
|
3,351,465
|
|
||
Less accumulated depreciation
|
(2,301,870
|
)
|
|
(2,279,840
|
)
|
||
Property and equipment, net
|
$
|
4,086,106
|
|
|
$
|
1,071,625
|
|
6.
|
Intangible Assets and Royalty Agreement
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
2013
|
|
2012
|
||||
|
|
Weighted
Average Amortization Lives |
|
Cost
|
|
Cost
|
||||
Licenses (a) (b) (c) (d)
|
|
10 years
|
|
$
|
6,075,000
|
|
|
$
|
6,075,000
|
|
Patents & Know How (d)
|
|
14 years
|
|
7,798,910
|
|
|
7,690,000
|
|
||
Customer & Supplier Relationships (d)
|
|
14 years
|
|
3,761,000
|
|
|
3,761,000
|
|
||
Tradenames & Trademarks (d)
|
|
indefinite
|
|
1,008,000
|
|
|
1,008,000
|
|
||
In Process Research & Development (d)
|
|
indefinite
|
|
25,000
|
|
|
25,000
|
|
||
Patents in Process (e)
|
|
indefinite
|
|
579,987
|
|
|
—
|
|
||
Total
|
|
|
|
19,247,897
|
|
|
18,559,000
|
|
||
Less Accumulated amortization and
impairment charges |
|
|
|
(8,069,324
|
)
|
|
(6,647,251
|
)
|
||
Net
|
|
|
|
$
|
11,178,573
|
|
|
$
|
11,911,749
|
|
(a)
|
On January 29, 2007, the Company acquired a license from Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. in the amount of
$996,000
. Within
30 days
after the receipt by the Company of approval by the FDA allowing the sale of the first licensed product, the Company is required to pay an additional
$200,000
to the licensor. Due to its contingent nature, this amount is not recorded as a liability. The Company will also be required to pay a royalty of
3%
on all commercial sales revenue from the licensed products. The Company is also obligated to pay a
$50,000
minimum annual royalty payment over the life of the license. As of December 31, 2013, this license had a remaining net book value of approximately
$309,000
.
|
(b)
|
On September 1, 2005, we acquired a license from SaluMedica, LLC (SaluMedica) in the original amount of
$2,399,000
for the use of certain developed technologies related to spine repair. This license was acquired through the acquisition of SpineMedica Corp. In 2012, we booked an impairment charge related to this asset of
$851,676
. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFix
®
product line and fully impaired the asset. There was no charge to Operations as the asset was fully amortized.
|
(c)
|
On March 31, 2008, the Company entered into a license agreement for the use of certain developed technologies related to surgical sheets made of polyvinyl alcohol cryogel in the original amount of
$2,667,000
. In 2012, we booked an impairment charge related to this asset of
$946,819
. In the fourth quarter of 2013, the Company made a decision to discontinue marketing the HydroFix
®
product line and fully impaired the asset. This resulted in an impairment charge of
$368,102
which is included in the Company's Statement of Operations.
|
(d)
|
On January 5, 2011, the Company acquired Surgical Biologics, LLC. As a result, the Company recorded intangible assets for Customer & Supplier Relationships of
$3,761,000
, Patents & Know-How of
$7,690,000
, Licenses of
$13,000
, Trade Names & Trademarks of
$1,008,000
and In-Process Research & Development of
$25,000
. During 2013 an additional
$108,910
of costs associated with patents granted during the year were capitalized and included in Patents & Know- How subject to amortization.
|
(e)
|
Capitalized external legal and other registration costs in connection with internally developed tissue-based patents that are pending. Once issued, the costs associated with a given patent will be included in Patents & Know-How under intangible assets subject to amortization.
|
|
Estimated
|
||
|
Amortization
|
||
Year ending December 31,
|
Expense
|
||
2014
|
$
|
923,935
|
|
2015
|
923,935
|
|
|
2016
|
923,935
|
|
|
2017
|
834,302
|
|
|
2018
|
824,335
|
|
|
Thereafter
|
5,740,131
|
|
|
|
$
|
10,170,573
|
|
7.
|
Long-Term Debt
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
$5,000,000 Convertible Senior Secured Promissory Notes including interest at 5% per annum payable quarterly through December 31, 2013, and an additional one time 5% interest charge payable on January 15, 2013, if not repaid by December 31, 2012, collateralized by a first priority lien shared equally with holder of the Convertible Line of Credit with Related Party in all of the patents and intellectual property owned by the Company subordinated to the Convertible Debt related to acquisition for Surgical Biologics intellectual property until repaid. (a)
|
$
|
—
|
|
|
$
|
5,313,645
|
|
Total debt
|
—
|
|
|
5,313,645
|
|
||
Less unamortized debt discount
|
—
|
|
|
(1,301,203
|
)
|
||
Less current portion
|
—
|
|
|
—
|
|
||
Long-term portion
|
$
|
—
|
|
|
$
|
4,012,442
|
|
(a)
|
Investors received First Contingent Warrants (
25%
of amount invested) and Second Contingent Warrants (
25%
of amount invested) at an exercise price of
$.01
per share. On December 31, 2011, a total of
1,250,000
First Contingent Warrants were vested. In July 2012, a total of
1,250,000
Second Contingent Warrants were voided due to the Company's share price trading at or above
$1.75
for
ten
consecutive trading days. The additional interest resulting from the beneficial conversion feature, inclusive of the First Contingent Warrants, totaled
$2,278,052
, which was recorded as a debt discount and was amortized to interest expense using the effective interest rate over the life of the note.
|
8.
|
Net Income (loss) Per Share
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
$
|
(4,111,853
|
)
|
|
$
|
(7,662,376
|
)
|
|
$
|
(10,193,986
|
)
|
Denominator for basic earnings per share - weighted average shares
|
96,285,504
|
|
|
81,646,295
|
|
|
72,450,337
|
|
|||
Effect of dilutive securities: Stock options and warrants outstanding and convertible debt (a)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities
|
96,285,504
|
|
|
81,646,295
|
|
|
72,450,337
|
|
|||
Income (loss) per common share - basic and diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.14
|
)
|
(a)
|
Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows:
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Outstanding Stock Options
|
15,375,960
|
|
|
13,614,135
|
|
|
10,333,583
|
|
Outstanding Warrants
|
1,284,816
|
|
|
3,129,168
|
|
|
9,388,817
|
|
Convertible Debt, promissory notes
|
—
|
|
|
5,313,645
|
|
|
5,007,732
|
|
Convertible Line of Credit with Related Party
|
—
|
|
|
—
|
|
|
1,342,726
|
|
Convertible Debt, Acquisition
|
—
|
|
|
—
|
|
|
1,299,315
|
|
|
16,660,776
|
|
|
22,056,948
|
|
|
27,372,173
|
|
9.
|
Common Stock Placements
|
10.
|
Equity
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2013
|
13,614,135
|
|
|
$
|
1.42
|
|
|
|
|
|
||
Granted
|
4,021,000
|
|
|
$
|
5.31
|
|
|
|
|
|
||
Exercised
|
(1,958,674
|
)
|
|
$
|
1.01
|
|
|
|
|
|
||
Unvested options forfeited
|
(265,002
|
)
|
|
$
|
3.47
|
|
|
|
|
|
||
Vested options expired
|
(35,499
|
)
|
|
$
|
1.11
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
15,375,960
|
|
|
$
|
2.46
|
|
|
7.7
|
|
$
|
96,614,260
|
|
Vested at December 31, 2013
|
6,807,732
|
|
|
$
|
1.33
|
|
|
6.5
|
|
$
|
50,441,475
|
|
|
|
|
|
|
|
|
|
|||||
Vested or expected to vest at December 31, 2013 (a)
|
15,081,653
|
|
|
$
|
2.42
|
|
|
7.7
|
|
$
|
95,324,825
|
|
(a)
|
Includes forfeiture adjusted unvested shares.
|
|
|
|
2013
|
|
|
|
|
|
|
||||||
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
Number outstanding
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Weighted-
Average
Exercise
Price
|
|
Number Exercisable
|
|
Weighted-
Average
Exercise Price
|
||||||
$0.50 - $0.76
|
1,225,935
|
|
|
4.0
|
|
$
|
0.65
|
|
|
1,225,935
|
|
|
$
|
0.65
|
|
$0.87 - $1.35
|
6,570,341
|
|
|
7.6
|
|
1.20
|
|
|
3,604,469
|
|
|
1.18
|
|
||
$1.40 - $2.29
|
1,571,700
|
|
|
6.1
|
|
1.66
|
|
|
1,321,698
|
|
|
1.66
|
|
||
$2.33 - $3.75
|
2,091,984
|
|
|
8.7
|
|
2.77
|
|
|
655,630
|
|
|
2.77
|
|
||
$3.95 - $6.02
|
3,435,500
|
|
|
9.3
|
|
5.13
|
|
|
—
|
|
|
—
|
|
||
$6.04 - $7.93
|
480,500
|
|
|
8.9
|
|
6.61
|
|
|
—
|
|
|
—
|
|
||
|
15,375,960
|
|
|
7.7
|
|
$
|
2.46
|
|
|
6,807,732
|
|
|
$
|
1.33
|
|
|
2013
|
|
|
|||
Unvested Stock Options
|
Number of
Shares |
|
Weighted-
Average Grant Date Fair Value |
|||
Unvested at January 1, 2013
|
8,377,538
|
|
|
$
|
0.96
|
|
Granted
|
4,021,000
|
|
|
$
|
3.08
|
|
Cancelled/expired
|
(265,002
|
)
|
|
$
|
2.14
|
|
Vested
|
(3,565,308
|
)
|
|
$
|
0.94
|
|
Unvested at December 31, 2013
|
8,568,228
|
|
|
$
|
1.94
|
|
|
Year ended December 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
2011
|
|||
Expected volatility
|
61.41 - 64.77%
|
|
|
45.7 - 64.3%
|
|
|
57.3-58.1%
|
|
Expected life (in years)
|
6
|
|
|
6
|
|
|
6
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Risk-free interest rate
|
0.85 - 1.88%
|
|
|
0.62 - 1.77%
|
|
|
0.86 - 2.24%
|
|
|
|
Number of
Shares |
|
Weighted-Average Grant Date
Fair Value |
||
Unvested at December 31, 2011
|
|
—
|
|
|
—
|
|
Granted
|
|
7,500
|
|
|
$3.49
|
|
Vested
|
|
—
|
|
|
—
|
|
Unvested at December 31, 2012
|
|
7,500
|
|
|
$3.49
|
|
Granted
|
|
576,550
|
|
|
$5.55
|
|
Vested
|
|
(2,500
|
)
|
|
$3.49
|
|
Forfeited
|
|
(5,000
|
)
|
|
$6.60
|
|
Unvested at December 31, 2013
|
|
576,550
|
|
|
$5.53
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of sales
|
$
|
279,215
|
|
|
$
|
97,970
|
|
|
$
|
98,366
|
|
Research and development
|
417,436
|
|
|
289,341
|
|
|
254,997
|
|
|||
Selling, general and administrative
|
5,312,525
|
|
|
2,151,410
|
|
|
1,305,720
|
|
|||
|
$
|
6,009,176
|
|
|
$
|
2,538,721
|
|
|
$
|
1,659,083
|
|
|
Number of
Warrants
|
|
Weighted-
Average
Exercise
Price per
Warrant
|
|
Number of
Contingent Warrants |
|
Weighted-
Average Exercise Price per Contingent Warrant |
||||||
Warrants outstanding at January 1, 2011
|
6,003,924
|
|
|
$
|
1.21
|
|
|
1,252,990
|
|
|
$
|
0.01
|
|
Issued in connection with private placement of common stock
|
1,889,161
|
|
|
1.50
|
|
|
1,889,162
|
|
|
0.01
|
|
||
Issued in connection with convertible promissory notes
|
203,332
|
|
|
1.50
|
|
|
203,332
|
|
|
0.01
|
|
||
Issued in connection with line of credit with related party
|
—
|
|
|
—
|
|
|
650,000
|
|
|
0.01
|
|
||
Issued in connection with Senior Secured Promissory Notes
|
1,250,000
|
|
|
0.01
|
|
|
1,250,000
|
|
|
0.01
|
|
||
Placement agent
|
42,400
|
|
|
1.09
|
|
|
—
|
|
|
—
|
|
||
Warrants outstanding at December 31, 2011
|
9,388,817
|
|
|
$
|
1.00
|
|
|
5,245,484
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
||||||
Warrants outstanding at January 1, 2012
|
9,388,817
|
|
|
$
|
1.00
|
|
|
5,245,484
|
|
|
$
|
0.01
|
|
Warrants issued:
|
|
|
|
|
|
|
|
||||||
Vested contingent warrants related to private placement of common stock
|
1,672,743
|
|
|
0.01
|
|
|
(1,672,743
|
)
|
|
0.01
|
|
||
Vested contingent warrants related to line of credit with related party
|
325,000
|
|
|
0.01
|
|
|
(325,000
|
)
|
|
0.01
|
|
||
Contingent warrants voided
|
—
|
|
|
—
|
|
|
(3,247,741
|
)
|
|
0.01
|
|
||
Warrants exercised:
|
|
|
|
|
|
|
|
||||||
Contingent warrants related to convertible note
|
(1,249,750
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||
Contingent warrants related to private placement of common stock
|
(1,608,802
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||
Contingent warrants related to line of credit with related party
|
(325,000
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||
Callable warrants
|
(3,288,733
|
)
|
|
1.50
|
|
|
—
|
|
|
—
|
|
||
Other
|
(1,703,568
|
)
|
|
0.63
|
|
|
—
|
|
|
—
|
|
||
Warrants expired
|
(10,000
|
)
|
|
1.00
|
|
|
—
|
|
|
—
|
|
||
Warrants redeemed for cashless exercises
|
(14,789
|
)
|
|
0.53
|
|
|
—
|
|
|
—
|
|
||
Repurchased callable warrants
|
(56,750
|
)
|
|
1.50
|
|
|
—
|
|
|
—
|
|
||
Warrants outstanding at December 31, 2012
|
3,129,168
|
|
|
$
|
1.04
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||
Warrants outstanding at January 1, 2013
|
3,129,168
|
|
|
1.04
|
|
|
—
|
|
|
—
|
|
||
Warrants exercised:
|
|
|
|
|
|
|
|
||||||
Other
|
(1,844,352
|
)
|
|
1.14
|
|
|
—
|
|
|
—
|
|
||
Warrants outstanding at December 31, 2013
|
1,284,816
|
|
|
$
|
0.90
|
|
|
—
|
|
|
$
|
—
|
|
•
|
notice given by the holder accompanied by payment of an amount equal to the warrant exercise price multiplied by the number of warrant shares being purchased; or
|
•
|
if permitted by the applicable warrant election by the holder to exchange the warrant (or portion thereof) for that number of shares equal to the product of (a) the number of shares issuable upon exercise of the warrant (or portion) and (b) a fraction, (x) the numerator of which is the market price of the shares at the time of exercise minus the warrant exercise price per share at the time of exercise and (y) the denominator of which is the market price per share at the time of exercise.
|
11.
|
Income Taxes
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets and liabilities:
|
|
|
|
||||
Accrued liabilities
|
$
|
1,404,000
|
|
|
$
|
(125,000
|
)
|
Beneficial conversion feature on convertible financial instruments
|
—
|
|
|
(449,000
|
)
|
||
Intangible assets
|
1,021,000
|
|
|
1,117,000
|
|
||
Property and equipment
|
(507,000
|
)
|
|
89,000
|
|
||
R&D Credit Carryforward
|
1,369,000
|
|
|
1,407,356
|
|
||
Stock Compensation
|
2,151,000
|
|
|
213,000
|
|
||
Adjust accrued earn-out liability
|
—
|
|
|
567,947
|
|
||
Charitable Contributions
|
1,000
|
|
|
3,000
|
|
||
Patent fees
|
142,000
|
|
|
6,000
|
|
||
Net operating loss
|
14,663,000
|
|
|
15,539,000
|
|
||
Net deferred tax assets
|
$
|
20,244,000
|
|
|
$
|
18,368,303
|
|
|
|
|
|
||||
Valuation allowance
|
(20,244,000
|
)
|
|
(18,368,303
|
)
|
||
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||
Federal statutory rate
|
34.00
|
%
|
|
34.00
|
%
|
State taxes, net of federal benefit
|
(2.48
|
)%
|
|
3.40
|
%
|
Permanent items & other
|
12.73
|
%
|
|
0.65
|
%
|
Valuation allowance
|
(46.73
|
)%
|
|
(38.05
|
)%
|
|
(2.48
|
)%
|
|
—
|
%
|
|
Twelve Months Ended
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash paid for interest
|
$
|
36,202
|
|
|
$
|
13,322
|
|
|
$
|
15,456
|
|
Income taxes paid
|
61,129
|
|
|
—
|
|
|
—
|
|
|||
Purchases of equipment financed through capital leases
|
355,144
|
|
|
84,650
|
|
|
—
|
|
|||
Stock issuance of 167,086 shares in lieu of Directors' fees
|
—
|
|
|
184,653
|
|
|
—
|
|
|||
Deferred financing costs
|
27,236
|
|
|
20,449
|
|
|
—
|
|
|||
Convertible Secured Promissory Notes issued in conjunction with the acquisition of Surgical Biologics
|
—
|
|
|
—
|
|
|
1,250,000
|
|
|||
Warrants issued for placement fees associated with Senior Secured Promissory Notes
|
—
|
|
|
—
|
|
|
14,885
|
|
|||
Beneficial conversion related to Note Payable with related party
|
—
|
|
|
—
|
|
|
80,000
|
|
|||
Beneficial conversion related to convertible debt issued with regard to acquisition of Surgical Biologics
|
—
|
|
|
—
|
|
|
437,500
|
|
|||
Beneficial conversion related to Line of Credit with related party
|
—
|
|
|
514,456
|
|
|
—
|
|
|||
Stock issuance of 5,250,000 shares in conjunction with acquisition of Surgical Biologics
|
—
|
|
|
—
|
|
|
7,087,500
|
|
|||
Stock issuance in connection of Earn-Out Liability of 1,174, 915 shares for 2013 and 2,632,576 shares for 2012
|
5,792,330
|
|
|
3,185,223
|
|
|
—
|
|
|||
Stock issuance in exchange for convertible debt of 5,272,004 shares in 2013 and 406,664 shares in 2011
|
5,272,004
|
|
|
—
|
|
|
406,663
|
|
|||
Stock issuance of 1,403,630 shares for payment of Line of Credit with related party
|
—
|
|
|
1,403,630
|
|
|
—
|
|
|||
Stock issuance of 216,085 shares for exercise of cashless warrants
|
—
|
|
|
216
|
|
|
—
|
|
|||
Stock issuance of 893,267 shares in payment of Convertible
|
|
|
|
|
|
||||||
Secured Promissory Notes related to acquisition of Surgical Biologics
|
—
|
|
|
893,267
|
|
|
2,278,052
|
|
|||
Tenant improvement incentive
|
996,866
|
|
|
—
|
|
|
—
|
|
|||
Legal fees paid for public offering
|
101,694
|
|
|
—
|
|
|
—
|
|
|||
Legal fees related to public offering included in accounts payable
|
30,100
|
|
|
—
|
|
|
—
|
|
|||
Legal fees related to public offering included in accrued expenses
|
62,396
|
|
|
—
|
|
|
—
|
|
13.
|
Related Party Transactions
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Office space lease (a)
|
$
|
70,141
|
|
|
$
|
48,182
|
|
|
$
|
41,000
|
|
Aircraft use (b)
|
—
|
|
|
—
|
|
|
1,100
|
|
|||
Hybrid debt instrument (c)
|
—
|
|
|
—
|
|
|
3,232
|
|
|||
Line of credit (d)
|
—
|
|
|
103,630
|
|
|
42,726
|
|
|||
Convertible senior secured promissory notes (e)
|
—
|
|
|
50,000
|
|
|
4,507
|
|
|||
|
$
|
70,141
|
|
|
$
|
201,812
|
|
|
$
|
92,565
|
|
(a)
|
payments related to the lease of office space from an entity owned by the Chairman of the Board and CEO for
$70,141
for 2013
$48,182
for 2012 and
$41,000
for 2011, respectively
|
(b)
|
payments related to aircraft use from an entity owned by a former member of the Board of Directors
|
(c)
|
interest of
$3,232
related to convertible promissory notes issued in October 2010 to the Chairman of the Board and CEO and two other members of the Board of Directors
|
(d)
|
interest of
$103,630
for 2012 and
$42,726
for 2011, respectively related to a revolving secured line of credit extended by the Chairman of the Board and CEO dated March 31, 2011
|
(e)
|
interest of
$50,000
for 2012 and
$4,507
for 2011, respectively related to the convertible senior secured promissory notes issued to the Chairman of the Board and CEO during the fourth quarter of 2011
|
14.
|
401k Plan
|
15.
|
Commitments and Contingencies
|
Year ended December 31,
|
|
||
2014
|
$
|
869,841
|
|
2015
|
1,300,289
|
|
|
2016
|
1,339,418
|
|
|
2017
|
1,379,877
|
|
|
2018
|
1,421,135
|
|
|
Thereafter
|
119,581
|
|
|
|
$
|
6,430,141
|
|
16.
|
Quarterly Financial Data (Unaudited)
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
NET SALES
|
|
2013
|
|
$
|
11,556,493
|
|
|
$
|
13,514,743
|
|
|
$
|
16,115,708
|
|
|
$
|
17,993,790
|
|
|
|
2012
|
|
3,705,808
|
|
|
4,884,256
|
|
|
7,954,046
|
|
|
10,509,663
|
|
||||
|
|
2011
|
|
1,043,487
|
|
|
1,929,399
|
|
|
2,152,094
|
|
|
2,635,466
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
GROSS MARGIN
|
|
2013
|
|
$
|
9,651,473
|
|
|
$
|
11,316,261
|
|
|
$
|
14,002,270
|
|
|
$
|
14,882,616
|
|
|
|
2012
|
|
2,746,953
|
|
|
3,769,330
|
|
|
6,528,710
|
|
|
8,820,402
|
|
||||
|
|
2011
|
|
333,370
|
|
|
1,084,458
|
|
|
1,265,584
|
|
|
1,719,125
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
NET INCOME (LOSS)
|
|
2013
|
|
$
|
(1,620,408
|
)
|
|
$
|
(757,389
|
)
|
|
$
|
(307,118
|
)
|
|
$
|
(1,426,938
|
)
|
|
|
2012
|
|
(1,093,652
|
)
|
|
(744,069
|
)
|
|
(4,219,372
|
)
|
|
(1,605,283
|
)
|
||||
|
|
2011
|
|
(3,347,562
|
)
|
|
(2,503,505
|
)
|
|
(1,765,723
|
)
|
|
(2,577,196
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED
|
|
2013
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
|
2012
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.01
|
)
|
||||
|
|
2011
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
MIMEDX GROUP, INC. AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
|
|||||||||
Years ended December 31, 2013, 2012 and 2011
|
|||||||||
|
|
|
|
|
|
||||
|
|
Balance at
Beginning of Year |
Additions charged to Expense or Revenue
|
Deductions
and write-offs |
Balance at
End of Year |
||||
|
|
|
|
|
|
||||
For the Year ended December 31, 2013
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
49,000
|
|
391,000
|
|
(33,000
|
)
|
407,000
|
|
Allowance for product returns
|
|
89,000
|
|
917,000
|
|
(791,000
|
)
|
215,000
|
|
Allowance for obsolescence
|
|
159,000
|
|
213,000
|
|
(50,000
|
)
|
322,000
|
|
|
|
|
|
|
|
||||
For the Year ended December 31, 2012
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
19,000
|
|
57,000
|
|
(27,000
|
)
|
49,000
|
|
Allowance for product returns
|
|
88,000
|
|
394,000
|
|
(393,000
|
)
|
89,000
|
|
Allowance for obsolescence
|
|
53,000
|
|
106,000
|
|
—
|
|
159,000
|
|
|
|
|
|
|
|
||||
For the Year ended December 31, 2011
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
21,000
|
|
58,000
|
|
(60,000
|
)
|
19,000
|
|
Allowance for product returns
|
|
39,000
|
|
189,000
|
|
(140,000
|
)
|
88,000
|
|
Allowance for obsolescence
|
|
29,000
|
|
30,000
|
|
(6,000
|
)
|
53,000
|
|
|
|
|
|
|
|
(a)
|
Documents filed as part of this report:
|
(1)
|
Financial Statements
|
(2)
|
Financial Statement Schedule:
|
(3)
|
Exhibits
|
(b)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger is entered into as of the 22nd day of December, 2010 by and among MiMedx Group, Inc., MP Holdings Acquisition Sub, LLC, ORCI Acquisition Sub, LLC, Membrane Products Holdings, LLC, Onramp Capital Investments, LLC, each of the OnRamp Members (as defined therein); John R. Daniel, in his capacity as the representative of the Members and Surgical Biologics, LLC (Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request) (Incorporated by reference to Exhibit 2.2 filed with Registrant's Form 10-K filed on March 31, 2011)
|
3.1
|
|
Articles of Incorporation of MiMedx Group, Inc. as filed with the Secretary of the State of Florida on March 31, 2008 (Incorporated by reference to Exhibit 3.1 filed with Registrant's Form 10-Q on August 8, 2013)
|
3.2
|
|
Articles of Amendment to Articles of Incorporation as filed with the Secretary of the State of Florida on May 14, 2010 (Incorporated by reference to Exhibit 3.2 filed with Registrant's Form 10-Q on August 8, 2013)
|
3.3
|
|
Articles of Amendment to Articles of Incorporation as filed with the Secretary of the State of Florida on August 8, 2012 (Incorporated by reference to Exhibit 3.3 filed with Registrant's Form 10-Q on August 8, 2013)
|
3.4
|
|
Articles of Amendment to Articles of Incorporation as filed with the Secretary of the State of Florida on November 8, 2012 (Incorporated by reference to Exhibit 3.4 filed with Registrant's Form 10-Q on August 8, 2013)
|
3.5
|
|
Bylaws of MiMedx Group, Inc. (Incorporated by reference to Exhibit 3.2 filed with Registrant's Form 8-K filed on April 2, 2008)
|
3.6
|
|
Amendment to the Bylaws of MiMedx Group, Inc. adopted by the Board of Directors on May 11, 2010, (Incorporated by reference to Exhibit 3.2 to the Registrant's Form 8-K filed on May 14, 2010)
|
10.1*
|
|
MiMedx Group, Inc. 2006 Assumed Stock Incentive Plan, as amended and restated effective February 25, 2014 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed on March 3, 2014)
|
10.2*
|
|
Form of Restricted Stock Agreement for Non-employee Directors (Incorporated by reference to Exhibit 10.66 to the Registrant's Form 10-Q filed on August 8, 2013)
|
10.3*#
|
|
Form of Restricted Stock Agreement under the MiMedx Group, Inc. 2006 Assumed Stock Incentive Plan
|
10.4*#
|
|
Form of Incentive Award Agreement under the MiMedx Group, Inc. 2006 Assumed Stock Incentive Plan
|
10.5*#
|
|
Form of Nonqualified Incentive Award Agreement under the MiMedx Group, Inc. 2006 Assumed Stock Incentive Plan
|
10.6*
|
|
MiMedx, Inc. 2005 Assumed Stock Plan, formerly the SpineMedica Corp. 2005 Employee, Director and Consultant Stock Plan (Incorporated by reference to Exhibit 10.4 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.7*
|
|
Declaration of Amendment to MiMedx, Inc. 2005 Assumed Stock Plan (Incorporated by reference to Exhibit 10.6 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.8*
|
|
Form of Incentive Award Agreement under the MiMedx, Inc. Assumed 2005 Stock Plan (formerly the SpineMedica Corp. 2005 Employee, Director and Consultant Stock Plan), including a list of officers and directors receiving options thereunder (Incorporated by reference to Exhibit 10.7 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.9*
|
|
Form of Nonqualified Incentive Award Agreement under the MiMedx, Inc. Assumed 2005 Stock Plan (formerly the SpineMedica Corp. 2005 Employee, Director and Consultant Stock Plan) (Incorporated by reference to Exhibit 10.8 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.10*
|
|
MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan) (Incorporated by reference to Exhibit 10.9 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.11*
|
|
Declaration of Amendment to MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan) (Incorporated by reference to Exhibit 10.10 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.12*
|
|
Form of Incentive Award Agreement under the MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan) (Incorporated by reference to Exhibit 10.11 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.13*
|
|
Form of Nonqualified Incentive Award Agreement under the MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan) (Incorporated by reference to Exhibit 10.12 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.14*
|
|
Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.65 filed with the Registrant's Form 8-K filed July 15, 2008)
|
10.15*
|
|
MiMedx Group, Inc. Amended and Restated Assumed 2005 Stock Plan (Incorporated by reference to Exhibit 10.4 filed with the Registrant's Form S-8 filed August 29, 2008)
|
10.16*
|
|
Form of Incentive Stock Option Award Agreement under MiMedx Group, Inc. Amended and Restated Assumed 2005 Stock Plan (Incorporated by reference to Exhibit 10.68 filed with the Registrant's Form 8 -K filed September 4, 2008)
|
10.17*
|
|
Form of Nonqualified Stock Option Award Agreement under MiMedx Group, Inc. Amended and Restated Assumed 2005 Stock Plan (Incorporated by reference to Exhibit 10.69 filed with the Registrant's Form 8 -K filed September 4, 2008)
|
10.30
|
|
Form of MiMedx, Inc. Employee Proprietary Information and Inventions Assignment Agreement (Incorporated by reference to Exhibit 10.13 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.31
|
|
Technology License Agreement between MiMedx, Inc., Shriners Hospitals for Children, and University of South Florida Research Foundation dated January 29, 2007 (Incorporated by reference to Exhibit 10.12 filed with the Registrant's Form 8-K filed February 8, 2008)
|
10.35
|
|
Warrant to Purchase Common Stock dated September 22, 2009 (Incorporated by reference to Exhibit 10.3 filed with Registrant's Form 8-K filed September 28, 2009)
|
10.36
|
|
Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.4 filed with Registrant's Form 8-K filed January 7, 2010)
|
10.37
|
|
Form of Subscription Agreement 5% Convertible Promissory Note (Incorporated by reference to Exhibit 10.1 filed with Registrant's Form 8-K filed October 25, 2010)
|
10.38
|
|
Form of 5% Convertible Promissory Note (Incorporated by reference to Exhibit 10.2 filed with Registrant's Form 8-K filed October 25, 2010)
|
10.39
|
|
Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.3 filed with Registrant's Form 8-K filed October 25, 2010)
|
10.40
|
|
Revolving Secured Line of Credit Agreement dated March 31, 2011 (Incorporated by reference to Exhibit 10.89 filed with Registrant's Form 10-K filed March 31, 2011)
|
10.41
|
|
Amendment dated January 2, 2012, to Revolving Secured Line of Credit Agreement (Incorporated by reference to Exhibit 10.6 filed with Registrant's Form 8-K filed January 3, 2012)
|
10.42
|
|
Form of Subscription Agreement 5% Convertible Senior Secured Promissory Note (Incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed January 3, 2012)
|
10.43
|
|
Form of 5% Convertible Senior Secured Promissory Note (Incorporated by reference to Exhibit 10.2 filed with Registrant's Form 8-K filed January 3, 2012)
|
10.44
|
|
Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.3 filed with Registrant's Form 8-K filed January 3, 2012)
|
10.45
|
|
Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 10.4 filed with Registrant’s Form 8-K filed January 3, 2012)
|
10.46
|
|
Form of Warrant to Purchase Common (Incorporated by reference to Exhibit 10.5 filed with Registrant’s Form 8-K filed January 3, 2012)
|
10.47
|
|
Form of Amended and Restated Security and Intercreditor Agreement (Incorporated by reference to Exhibit 10.6 filed with Registrant’s Form 8-K filed January 3, 2012)
|
10.48
|
|
Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.7 filed with Registrant’s Form 8-K filed January 3, 2012)
|
10.49*
|
|
Change of Control Agreement Severance Compensation and Restrictive Covenant Agreement dated November 11, 2011, between Mimedx Group, Inc. and Parker H. Petit (Incorporated by reference to Exhibit 10.91 filed with Registrant’s Form 10-Q filed on November 14, 2011)
|
10.50*
|
|
Change of Control Agreement Severance Compensation and Restrictive Covenant Agreement dated November 11, 2011, between Mimedx Group, Inc and with William C. Taylor (Incorporated by reference to Exhibit 10.92 filed with Registrant’s Form 10-Q filed on November 14, 2011)
|
10.51*
|
|
First Amendment to Change in Control Severance Compensation and Restrictive Covenant Agreement dated May 9, 2013 by and between MiMedx Group, Inc., and William C. Taylor (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on May 15, 2013)
|
10.52*
|
|
Change of Control Agreement Severance Compensation and Restrictive Covenant Agreement dated November 11, 2011, between MiMedx Group, Inc., and Michael J. Senken(Incorporated by reference to Exhibit 10.93 filed with Registrant’s Form 10-Q filed on November 14, 2011)
|
10.53*
|
|
First Amendment to Change in Control Severance Compensation and Restrictive Covenant Agreement dated May 9, 2013 by and between MiMedx Group, Inc., and Michael J. Senken (Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on May 15, 2013)
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10.54*
|
|
2013 Management Incentive Plan and 2013 Operating Incentive Plan (Incorporated by reference to Exhibit 10.1 filed with Registrant’s Form 8-K filed March 12, 2013)
|
10.55*
|
|
2014 Management Incentive Plan and 2014 Operating Incentive Plan (Incorporated by reference to Exhibit 10.2 filed with Registrant's Form 8-K filed March 3, 2014)
|
10.60**
|
|
Product Distribution Agreement by and between AvKARE, Inc. and MiMedx Group, Inc. dated April 19, 2012 (Incorporated by reference to Exhibit 10.56 to the Registrant’s Form 10-K filed March 15, 2013)
|
10.61
|
|
First Amendment to Product Distribution Agreement amending that certain Product Distribution Agreement that was effective April 19, 2012 (Incorporated by reference to Exhibit 10.56 filed with the Registrant’s Form 10-Q filed on November 8, 2013)
|
10.62**
|
|
Second Amendment to Product Distribution amending that certain Product Distribution Agreement that was effective April 19, 2012, and amended March 25, 2013 between MiMedx Group, Inc. and AvKARE, Inc. (Incorporated by reference to Exhibit 10.58 filed with the Registrant’s Form 10-Q filed on November 8, 2013)
|
10.63
|
|
Loan Agreement between MiMedx Group, Inc., and Bank of America N.A. dated May 17, 2013 (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on May 23, 2013)
|
10.64
|
|
Security Agreement dated May 17, 2013, executed by MiMedx Group, Inc. in favor of Bank of America and Bank of America Corporation and its subsidiaries and affiliates (Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on August 8, 2013)
|
10.65*
|
|
Lease by and between Hub Properties of GA, LLC and MiMedx Group, Inc., effective May 1, 2013 (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed May 10, 1013)
|
21.1
|
|
Subsidiaries of MiMedx Group, Inc. (Incorporated by reference to Exhibit 21.1 filed with Registrant’s Form 10-K filed on March 31, 2011)
|
23.1#
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1#
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002
|
31.2#
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002
|
32.1#
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2#
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
99.1
|
|
The audited consolidated financial statements as of and for the years ended December 31, 2010 and 2009, for Surgical Biologics, LLC, including the notes to such financial statements and the report of the independent auditor thereon (Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K/A filed on March 16, 2011)
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*
|
Indicates a management contract or compensatory plan or arrangement
|
#
|
Filed herewith
|
**
|
Certain confidential material appearing in this document, marked by [*****], has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.
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March 4, 2014
|
MIMEDX GROUP, INC.
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|
|
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By:
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/s/ Michael J. Senken
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|
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Michael J. Senken
|
|
|
Chief Financial Officer
|
Signature / Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/: Parker H. Petit
|
|
Chief Executive Officer
|
|
March 4, 2014
|
Parker H. Petit
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/: Michael J. Senken
|
|
Chief Financial Officer
|
|
March 4, 2014
|
Michael J. Senken
|
|
(principal financial and accounting officer)
|
|
|
|
|
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|
/s/: Joseph G. Bleser
|
|
Director
|
|
March 4, 2014
|
Joseph G. Bleser
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|
|
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/s/: J. Terry Dewberry
|
|
Director
|
|
March 4, 2014
|
J. Terry Dewberry
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|
|
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/s/: Charles Evans
|
|
Director
|
|
March 4, 2014
|
Charles Evans
|
|
|
|
|
|
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|
|
/s/: Bruce Hack
|
|
Director
|
|
March 4, 2014
|
Bruce Hack
|
|
|
|
|
|
|
|
|
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/s/: Charles E. Koob
|
|
Director
|
|
March 4, 2014
|
Charles E. Koob
|
|
|
|
|
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|
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/s/: Larry W. Papasan
|
|
Director
|
|
March 4, 2014
|
Larry W. Papasan
|
|
|
|
|
|
|
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|
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/s/: William C. Taylor
|
|
Director
|
|
March 4, 2014
|
William C. Taylor
|
|
|
|
|
|
|
|
|
|
/s/: Neil Yeston
|
|
Director
|
|
March 4, 2014
|
Neil Yeston
|
|
|
|
|
|
Name of Participant:
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
Grant Date:
|
|
|
|
|
Number of Shares Subject to Option:
|
|
|
|
|
Option Price:
|
|
$
|
|
|
Type of Option:
|
|
Incentive Stock Option ("ISO")
|
|
|
Expiration Date (Last day of Option Period):
|
|
|
|
|
Vesting Schedule/Conditions:
|
|
33.33% on
|
|
|
|
|
66.66% on
|
|
|
|
|
100% on
|
|
|
|
|
|
|
Participant:
|
|
|
Date:
|
|
|
|
|
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|
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Agreed to by:
|
|
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MiMedx Group, Inc.
|
|
|
|
|
|
|
|
|
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By:
|
|
|
|
|
Name: Parker H. Petit
|
|
|
|
|
Its: Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
|
Vice President, Human Resources and Administration
|
|
|
|
|
Name of Participant:
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
Grant Date:
|
|
|
|
|
Number of Shares Subject to Option:
|
|
|
|
|
Option Price:
|
|
$
|
|
|
Type of Option:
|
|
Nonqualified Stock Option
|
|
|
Expiration Date (Last day of Option Period):
|
|
|
|
|
Vesting Schedule/Conditions:
|
|
33.33% on
|
|
|
|
|
66.66% on
|
|
|
|
|
100% on
|
|
|
|
|
|
|
Signature:
|
|
|
Date:
|
|
|
|
|
|
|
|
|
|
Agreed to by:
|
|
|
|
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|
|
|
|
|
MiMedx Group, Inc.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name: Parker H. Petit
|
|
|
|
|
Its: Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
|
Vice President, Human Resources and Administration
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of MiMedx Group, Inc.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared,
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation, and
|
(d)
|
disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/: Parker H. Petit
|
|
|
Parker H. Petit
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of MiMedx Group, Inc.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared,
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation, and
|
(d)
|
disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/: Michael J. Senken
|
|
|
Michael J. Senken
|
|
|
Chief Financial Officer
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/: Parker H. Petit
|
|
|
Parker H. Petit
|
|
|
Chief Executive Officer
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/: Michael J. Senken
|
|
|
Michael J. Senken
|
|
|
Chief Financial Officer
|
|