form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of
Report (date of earliest event reported): April 30, 2009
MIMEDX
GROUP, INC.
(Exact
name of registrant as specified in charter)
|
Florida
|
000-52491
|
90-0300868
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
1234
Airport Road, Suite 105
|
32541
|
|
Destin,
Florida
|
(Zip
Code)
|
|
(Address
of principal executive offices)
|
|
|
|
|
|
Registrant’s
telephone number, including area code: (850)
269-0000
|
|
|
|
|
|
|
(Former
name, or former address, if changed since last
report.)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
This Form
8-K and other reports filed by MiMedx Group, Inc. (the “Registrant”, “MiMedx”,
or the “Company”) from time to time with the Securities and Exchange Commission
(collectively the “Filings”) contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Registrant’s management as well as estimates and assumptions made by the
Registrant’s management. When used in the Filings the words
“anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or
the negative if these terms and similar expressions as they relate to the
Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the
Registrant with respect to future events and are subject to risks,
uncertainties, assumptions and other factors relating to the Registrant’s
industry, operations and results of operations and any businesses that may be
acquired by the Registrant. These risks include the risk that the
Company may not generate revenue or achieve profitability in the future, the
Company’s need for continued funding, that the products the Company has under
development may not prove successful, and other risks, including those set forth
in the Registrant’s most recent Form 10-K and subsequent
Filings. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Item
1.01 Entry Into a Material Definitive Agreement.
From
April 7 to April 30, 2009, MiMedx Group, Inc. sold 3% Convertible Senior Secured
Promissory Notes (the “Notes”) to 13 individual accredited investors for
aggregate proceeds of $1,420,000. The aggregate proceeds include
$250,000 of Notes sold to our Chairman of the Board, President and CEO, and
$150,000 of Notes sold to one of our directors.
In total,
the notes are convertible into up to 2,840,000 shares of common stock of the
Registrant at $.50 per share (a) at any time upon the election of the holder of
the note; (b) automatically immediately prior to the closing of the sale of all
or substantially all of the assets or more than 50% of the equity securities of
the Company by way of a merger transaction or otherwise which would yield a
price per share of not less than $.50; or (c) at the election of the Company, at
such time as the closing price per share of the Company’s common stock (as
reported by the OTCBB or on any national securities exchange on which the
Company’s shares may be listed, as the case may be) closes at not less than
$1.50 for not less than twenty (20) consecutive trading days in any period prior
to the maturity date. If converted, the Common Stock will be
available to be sold following satisfaction of the applicable conditions set
forth in Rule 144. The Notes mature in 3 years and earn interest at
3% per annum on the outstanding principal amount payable in cash on the maturity
date or convertible into shares of common stock of the Company as provided for
above. The Notes are to be secured by a first priority lien on
all of the assets, including intellectual property, of MiMedx, Inc. (a
wholly-owned subsidiary of the Company), excluding the membership interest in
SpineMedica LLC held by MiMedx, Inc . The Notes shall be junior in
payment and lien priority to any bank debt of the Company in an amount not to
exceed $5,000,000 hereafter incurred by the Company. A copy of the
Form of Subscription Agreement and the Promissory Note are attached as exhibits
to this Current Report, and the foregoing summary is qualified in its entirety
by reference to such exhibits.
In
connection with the above offering, the Company will pay a placement fee equal
to 7% of the proceeds of the Notes sold to the placement agent’s clients and
issue to the placement agent 5 year warrants to purchase such number of shares
of Common Stock of the Company as shall equal 8% of the number of shares of
Common Stock into which the securities sold in the private placement to the
placement agent’s clients are convertible. The warrants carry an exercise price
of $.50 per share.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report,
which disclosure is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report,
which disclosure is incorporated herein by reference.
The
Registrant relied on Section 4(2) of the Securities Act of 1993 (the “Securities
Act”) and Rule 506 of Regulation D under the Securities Act, as
amended, to issue the securities described in this Current Report, because they
were only offered to accredited investors who purchased for investment in
transactions that did not involve a general solicitation.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
Form of Subscription Agreement
|
|
|
|
10.2
Form of 3% Convertible Senior Secured Promissory Note
|
|
|
|
10.3
Form of Security and Intercreditor
Agreement
|
The
agreements identified in this registration statement as exhibits are between and
among the parties to them, and are not for the benefit of any other person. Each
agreement speaks as of its date, and the Company does not undertake to update
them, unless otherwise required by the terms of the agreement or by law. As
permitted, the Company has omitted some disclosure schedules because the Company
has concluded that they do not contain information that is material to an
investment decision and is not otherwise disclosed in the agreement or this
report. Omitted schedules may nevertheless affect the related agreement. The
agreements, including the Company’s representations, warranties, and covenants,
are subject to qualifications and limitations agreed to by the parties and may
be subject to a contractual standard of materiality, and remedies, different
from those generally applicable or available to investors and may reflect an
allocation of risk between or among the parties to them. Accordingly, the
representations, warranties and covenants of the Company contained in the
agreements may not constitute strict representations of factual matters or
absolute promises of performance. Moreover, the agreements may be subject to
differing interpretations by the parties, and a party may, in accordance with
the agreement or otherwise, waive or modify the Company’s representations,
warranties, or covenants.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
MIMEDX
GROUP, INC.
|
| |
|
| |
|
|
Dated: May 5,
2009
|
By:
|
/s/ Michael J.
Culumber |
|
|
|
Michael
J. Culumber, Acting Chief Financial
Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
10.1 Form of Subscription
Agreement
|
|
|
10.2 Form of 3% Convertible Senior Secured
Promissory Note
|
|
|
10.3 Form of Security and Intercreditor
Agreement
|