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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-08 · 90 added, 134 removed, 110 unchanged (67% of the section changed)

Controls and Procedures

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of MiMedx Group, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of MiMedx Group, Inc.

and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 28, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touch LLP

Atlanta, Georgia

February 28, 2022

Evaluation of Disclosure Controls and Procedures

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An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed under the supervision and with the participation of our management, including our CEO and CFO.

As a result of this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2020 because of material weaknesses in internal control over financial reporting, as further described below.

As a result of this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2021.

Management's Report on Internal Control Over Financial Reporting

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Under the supervision and with the participation of our management, including our CEO and CFO, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO framework.

Based on evaluation under these criteria, management determined, as a result of the existence of the material weaknesses described below, that we did not maintain effective internal control over financial reporting as of December 31, 2020.

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Company previously disclosed material weaknesses in internal control over financial reporting as of December 31, 2019 in our Annual Report on Form 10-K for the year ended December 31, 2019 related to our control environment and control activities.

As described below, while management has developed and implemented certain remediation actions to address the material weaknesses, further actions are still ongoing or have not been implemented for a sufficient amount of time to test and conclude on the effectiveness of the remediation actions as of December 31, 2020 with respect to our control activities.

As a result, material weaknesses corresponding to the control activities component of internal control as defined by COSO continue to be present as of December 31, 2020.

Management has reported to the Audit Committee the status of these remediation actions.

These control deficiencies could have resulted in other misstatements in financial statement accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that might not have been prevented or detected.

The Company identified material weaknesses corresponding to the control activities component of internal control as defined by COSO as described below:

Control Activities

The control deficiencies identified specific to the Control Activities COSO element constitute material weaknesses, either individually or in the aggregate, relating to:

(i) the operation of control activities that contribute to the mitigation of risks and

support achievement of objectives for a sufficient period of time during the year ended December 31, 2020 and (ii) deploying control activities through policies that establish what is expected and procedures that put policies into action.

Deficiencies in control activities contributed to the potential for there to have been material accounting errors in several financial statement account balances and disclosures, specifically:

• The Company did not have adequate documentation to demonstrate the completeness and accuracy of data for certain transactions considered material for financial reporting, including revenue recognition and completeness of inventory.

• The Company, for certain processes, did not maintain adequate controls to enforce segregation of duties within the revenue process, including a lack of controls in place to verify the accuracy and legitimacy of sales orders for certain types of sales transactions.

• The Company did not design and maintain adequate controls to ensure that accounting for income tax provisions were appropriately recorded in accordance with GAAP.

• The Company did not design and maintain adequate controls over the inventory process, to ensure that accounting determinations related to inventory were appropriately considered and recorded in accordance with GAAP, that the inventory balance was complete and accurate and that disclosures related to the inventory balance were appropriately reflected within the financial statements.

• The Company did not maintain adequate controls to enforce segregation of duties as it relates to payables and disbursements.

• The Company did not adequately document its evaluation of the significant business assumptions applied to its financial forecast, going concern and goodwill analyses, and did not have adequate procedures in place to validate the completeness and accuracy of the data utilized in these processes and associated dependent budget versus actual review controls.

• The Company did not develop and maintain adequate controls to verify the completeness and accuracy of revenue recognition associated with customer arrangements for which the Step 1 criteria for the determination of a contract under ASC 606 would not be satisfied until payment from the customer was received.

• The Company did not develop and maintain adequate controls related to the completeness and accuracy of accrued expenses associated with professional services, commissions, employee bonuses, and customer rebates.

BDO USA, LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2020.

BDO USA, LLP has expressed an adverse report on internal control over financial reporting which appears on page F-3 of this Form 10-K.

Remediation Plan and Status

Remediation of the identified material weaknesses and strengthening our internal control environment was a priority for us throughout 2020 and will continue to be a priority in 2021.

We will implement and then test the design and ongoing operating effectiveness of the new and existing controls in future periods.

The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

With continued oversight from the Audit Committee, the Company's management has designed and commenced implementing changes in processes and controls to remediate the material weaknesses described above and has improved the Company's internal control over financial reporting as follows:

Control Environment

We previously disclosed management’s conclusions at the end of both 2018 and 2019 that the Company did not maintain an effective control environment based on the criteria established in the COSO framework.

Specifically, the Company identified control deficiencies that constituted material weaknesses, either individually or in the aggregate, relating to:

(i) appropriate organizational structure, reporting lines, and authority and responsibilities in pursuit of objectives, and (ii) holding individuals accountable for their internal control related responsibilities.

Through the completion of the following activities (some of which were confirmed to have been effectively implemented during 2019), the previously disclosed material weaknesses related to control environment have been remediated:

The Board created an Ethics and Compliance Committee consisting solely of independent directors which is responsible for reviewing the status of the Company's ethics and compliance program, reviewing and advising the Board regarding any open cases and trends that may impact the business, and recommending future initiatives to improve compliance performance and effectiveness.

Management reinforced the importance of integrity, accountability, and adherence to the redesigned internal controls, policies, and procedures through the adoption of a revised Code of Business Conduct and Ethics.

All Board members, employees, including all executives, newly hired employees, and agents, are required to certify that they have read, understand and will abide by the Code upon hire and then re-certify the same annually thereafter.

The Company also enhanced the onboarding training provided to newly hired salespeople to emphasize the importance of compliance with the various regulations specific to the Life Sciences industry to which the Company is subject.

Management conducted and will continue to schedule training sessions with the Company's Sales Department to ensure that they are familiar with the Company's current sales related policies and procedures, including those which are significant to the Company's financial reporting objectives.

Portions of these training sessions are facilitated by the Chief Accounting Officer (“CAO”), who presents on topics such as the Company's current sales return policy, acceptable credit terms for customers, events that would trigger commission claw-backs, customer credit limit modification approval protocol, and the importance of proper revenue recognition.

The Ethics and Compliance Committee of the Board, and the full Board, have received regular updates of the ethics and compliance efforts of the Company from the SVP and Chief Compliance Officer.

This includes an explanation of all the policies and procedures that have either been revised and reissued or newly created.

Both the Ethics and Compliance Committee and the Board have also both helped in reviewing, approving and training on the new Code of Business Conduct and Ethics.

The purpose of the whistleblower hotline and the mechanics of its use were formally communicated by the Chief Compliance Officer during numerous meetings with all levels of the sales department during 2019, with an emphasis on the following:

(a) each employee's responsibility to report any actual or apparent violations of law or ethical standards and any questionable accounting or auditing matters so that they may be investigated and dealt with appropriately, (b) management's commitment to ensuring that any employees communicating such an issue via the hotline will not be subject to retaliation, and (c) the Board of Directors’ oversight of complaints raised through the hotline to ensure appropriate actions are taken.

In addition to enhancing processes and controls over adoption of new accounting standards and the proper application of existing accounting standards, the Company enhanced the technical capabilities of its accounting department by leveraging third party consultants with expertise in GAAP, as well as by hiring a new Chief Financial Officer and expanding its full-time accounting leadership team by hiring a Chief Accounting Officer, and Director of SEC Reporting.

Furthermore, the Company lessened its reliance on third-party consultants for its technical accounting needs during 2020 by transitioning roles previously assigned to outside consultants to full-time employees with similar technical accounting competencies.

Management developed a contract management policy that defines who is required to review new, extended, or amended contracts (including those with distributors and agents).

This policy includes the implementation of a checklist for standard and non-standard contracts to ensure that the revenue recognition criteria are properly considered for each of the standard and non-standard contracts.

Control Activities

We previously disclosed that in 2018, management concluded there to be a material weakness in the application of the Company’s revenue recognition methodology which was not aligned with the Company's customary business practices, resulting in certain revenue events being recorded prior to the time at which all of the sales recognition criteria were met.

To remediate the material weakness specific to the revenue recognition methodology, the Company implemented controls in which the customary business practices were aligned to GAAP criteria to determine the point at which revenue recognition is appropriate.

See Transition in Revenue Recognition footnote disclosures.

Beginning in 2018 and continuing through 2020, management collaborated with outside consultants possessing significant financial reporting and internal control expertise to perform an extensive review of the design of the Company's internal controls over financial reporting.

This review included the identification of internal control deficiencies and the development of remediation plans for each identified deficiency.

These internal control deficiencies identified included (but were not limited to) the following:

improvements to the financial close and reporting process, accounting for satisfaction of performance obligations related to revenue recognition, calculation of inventory costing and related accuracy of inventory, accounting for income taxes,

accurate calculation of stock-based compensation expense, timely review of consignment inventory and the development of quality estimates related to accrued expenses.

The Company enhanced its financial close process by formalizing its accounting policies, introducing additional layers of independent reviews by appropriately qualified individuals, improving the precision and timeliness of reviews applied to various financial result analyses, and providing required education and training to the members of the finance department.

The Company enhanced the design and adherence to controls addressing the accuracy and completeness of the accounting for income taxes, including retention of evidence of review and review of significant judgements to ensure proper application of GAAP.

Management continued to enhance its oversight of the completeness and accuracy of data material to financial reporting by establishing criteria in the performance of controls to evaluate the accuracy and completeness of data.

Management is implementing required training for control owners specific to the evaluation of the accuracy and completeness of data used in control activities.

The Company continues to conduct required training and education for control owners in critical financial reporting roles.

The Company has enhanced its review of salesperson activity which may indicate noncompliance with the Company's sales policies, such as a quarterly review of data by the CFO, CAO, and SVP of Sales and other key metrics both by region and at the individual salesperson level and has added controls to monitor potential instances of noncompliance.

Management has gained a better understanding of system functionality through a comprehensive review of permissions and profiles within each IT application that is significant to the Company's financial reporting objectives, and subsequently reconfigured profiles with appropriate permissions to better align with job responsibilities and enforce segregation of duties.

Once user profiles and their associated permissions were reconfigured, management employed procedures to ensure the continued appropriateness of all applicable system and network access.

This objective was achieved through the performance of periodic user access reviews and the enhancement of procedures related to the granting and removing of system and network access.

Management modified its policy regarding the periodic review of sales to involve the Finance Department in an effort to enhance the Finance Department's awareness and oversight of sales activities in order to verify the validity and proper accounting treatment of sales transactions.

Based on evaluation under these criteria, management determined that we did maintain effective internal control over financial reporting as of December 31, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Company previously disclosed material weaknesses in internal control over financial reporting as of December 31, 2020 in Item 9A of our Annual Report in Form 10-K for the year ended December 31, 2020 related to certain control activities for which we did not have proper segregation of duties, were not sufficiently evidenced, or included assumptions which were not evaluated for completeness, accuracy or application of GAAP as part of the control.

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their report which appears on page 79 of this Form 10-K.

Remediated Material Weaknesses

Remediation of the previously identified material weaknesses and strengthening our internal control environment were priorities for us throughout 2021.

We implemented and tested the design and operating effectiveness of new and existing controls related to the previously identified material weaknesses, as follows:

• The Company enhanced its financial close process by introducing additional layers of independent reviews by appropriately qualified individuals and improving the precision and timeliness of reviews applied to various financial result analyses, including revenue recognition, recording of inventory and accrued expenses.

Additionally, the Company enhanced the level of evidence of review required to be maintained to evidence the operation of controls.

• The Company enhanced its sales order review process to ensure compliance with Company sales policies by requiring retention of appropriate evidence of customer arrangements and establishing a quarterly review of key revenue metrics by finance and accounting personnel.

• The Company enhanced the operation of controls to address the accuracy and completeness of information used in the performance of controls, including retention of evidence of review and assessment of significant judgements to ensure

proper application of GAAP specific to accounting for revenue, inventory, goodwill impairment and the provision for income taxes.

• Management enhanced the controls that validate the completeness and accuracy of data utilized in financial forecasting and periodic goodwill analyses, employing the use of checklists and assessing the appropriateness of significant estimates.

Management has deemed the newly implemented or enhanced controls described above to be operating effectively as of December 31, 2021, and has determined them to have appropriately remediated the previously identified material weaknesses.

Changes in Internal Control Over Financial Reporting

Other than the changes described above in “Remediation Plan and Status,” there were no changes during the quarter ended December 31, 2020 in our internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the changes described above in “Remediated Material Weaknesses,” there were no changes during the quarter ended December 31, 2021 in our internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Appointment of New Director.

On March 4, 2021, the Board appointed Phyllis Gardner, M.D.

to the Board, effective immediately following the filing of this Annual Report on Form 10-K, as a Class II director to fill an existing vacancy.

There are no arrangements or understandings between Dr.

Gardner and any other person pursuant to which Dr.

Gardner was appointed to the Board.

There are no transactions in which Dr.

Gardner does not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Gardner will receive the same compensation as the Company’s other non-employee directors as described under “Executive Compensation—Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 15, 2020.

Gardner has spent over 35 years in academia, medicine and industry.

Gardner has served on the board of directors of several public and private companies, including Revance Therapeutics, Inc.

since 2006, Corium International, Inc.

from November 2007 to December 2018, CohBar, Inc.

from February 2019 to present.

Gardner has also served as an advisor to Change Health Care, Inc.

from April 2019 to present .

From June 1999 to July 2014, she served in various capacities including as an Adjunct Partner at Essex Woodlands Ventures, a growth equity firm that focuses on the healthcare industry (and a predecessor firm to EW Healthcare Partners, a holder of our Series B Preferred Stock).

Additionally, Dr.

Gardner has been a member of the Harvard Medical School Board of Fellows since April 2013 and is a scientific reviewer for the Cancer Prevention and Research Institute of Texas.

She began her academic medical career at Stanford University, where she has held several positions including Senior Associate Dean for Education and Student Affairs and remains today as Professor of Medicine.

From 1994 to 1998, she took a leave of absence from Stanford University to serve as Principal Scientist, Vice President of Research and Head of ALZA Technology Institute, a major drug delivery company.

Gardner holds a B.S.

from the University of Illinois and an M.D.

from Harvard University.

Restated Articles of Incorporation .

On March 4, 2021, the Board adopted restated articles of incorporation for the Company, which became effective on March 5 , 2021 upon acceptance for filing by the Secretary of State of the State of Florida.

The Company has filed the restated articles of incorporation as Exhibit 3.1 to this Annual Report on Form 10-K.

Item 1.01 Entry into a Material Definitive Agreement

Amendment to Hayfin Loan Agreement

On February 28, 2022, the Company entered into the Amendment.

Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources for details.

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Executive Compensation

Information required by this Item will be contained in our definitive proxy statement relating to our 2021 Annual Meeting of Shareholders under the caption “Executive Compensation,” or similar caption which is incorporated herein by reference.

Information required by this Item will be contained in our definitive proxy statement relating to our 2022 Annual Meeting of Shareholders under the caption “Executive Compensation Discussion and Analysis,” “Summary Compensation Table (2021, 2020 and 2019,” “Grants of Plan Based Awards for 2021,” “Outstanding Equity Awards on December 31, 2021,” “2021 Options Exercised and Stock Vested Table,” “2021 Potential Payments Upon Termination or Change in Control,” “2021 Director Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” or similar captions which are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this Item will be contained in our definitive proxy statement relating to our 2021 Annual Meeting of Shareholders under the captions “Stock Ownership,” “Executive Compensation,” and “Equity Compensation Plan Information,” or similar captions which are incorporated herein by reference.

Information required by this Item will be contained in our definitive proxy statement relating to our 2022 Annual Meeting of Shareholders under the captions “Security Ownership of Certain Beneficial Owners and Management,” and “Equity Compensation Plan Information,” or similar captions which are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item will be contained in our definitive proxy statement relating to our 2021 Annual Meeting of Shareholders under the captions “Certain Relationships and Related Party Transactions,” and "Election of Directors" or similar captions which are incorporated herein by reference.

Information required by this Item will be contained in our definitive proxy statement relating to our 2022 Annual Meeting of Shareholders under the captions “Policies and Procedures for Approval of Related Party Transactions,” “Related Party Transactions,” and "Director Independence" or similar captions which are incorporated herein by reference.

Principal Accounting Fees and Services

Information required by this Item will be contained in our definitive proxy statement relating to our 2021 Annual Meeting of Shareholders under the captions “Ratification of Appointment of Independent Registered Public Accounting Firm” and “Election of Directors,” or similar captions which are incorporated herein by reference.

Information required by this Item will be contained in our definitive proxy statement relating to our 2022 Annual Meeting of Shareholders under the captions “Audit Matters,” or a similar caption which is incorporated herein by reference.

Exhibits, Financial Statement Schedules

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## Certain exhibits and schedules have been omitted pursuant to Item 601(b)(10) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.

3.1# Restated Articles of Incorporation, adopted March 4, 2021, effective March 5, 2021.

3.2 Bylaws of MiMedx Group, Inc., as amended and restated as of October 3, 2018 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on October 4, 2018 ).

4.1 The description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Registration Sta t ement on Form 8- A filed November 2, 2020 .

3.1 Restated Articles of Incorporation, adopted March 4, 2021, effective March 5, 2021 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K filed March 8, 2021 ).

3.2 Articles of Amendment to Restated Articles of Incorporation, effective June 3, 2021 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June 10, 2021 ).

3.3 Articles of Amendment to Restated Articles of Incorporation, effective June 3, 2021 ( incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed June 10, 2021 ).

3.4 Bylaws of MiMedx Group, Inc., as amended and restated as of April 19, 2021 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on April 21, 2021 ).

3.5 Amendment No.

1 to the Company’s Bylaws effective May 27, 2021 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K Filed June 3, 2021 ).

10.1## Loan Agreement dated as of June 30, 2020 by and among MiMedx Group, Inc., certain subsidiaries of MiMedx Group, Inc.

parties thereto, the Lenders from time to time party hereto, Hayfin Services LLP, as administrative agent for the Lenders and as collateral agent for the Secured Parties, incorporated by reference to Exhibit 10.36 to Annual Report on Form 10-K filed July 6, 2020.

10.2## Loan Agreement, dated June 10, 2019, by and between MiMedx Group, Inc., the other guarantors party thereto, the lenders party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent ( incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K Filed June 11, 2019 ).

10.3 First Amendment, dated as of April 22, 2020, to Loan Agreement, dated June 10, 2019, by and between MiMedx Group, Inc., the other guarantors party thereto, the lenders party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 27, 2020 ).

10.2## Securities Purchase Agreement, dated as of June 30, 2020, by and between MiMedx Group, Inc., Falcon Fund 2 Holding Company, L.P.

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( incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 13, 2017 ).

10.8 Second Amendment to Lease made as of August 29, 2018 for real property and improvements located at 1775 West Oak Commons Court, Marietta, Georgia between RE Fields, LLC, successor in interest to HUB Properties GA, LLC, and CPVF II West Oak LLC, and MiMedx Group, Inc., dated January 25, 2013, as amended March 7, 2017 ( incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K filed March 17, 2020 ).

10.6# Third Amendment to Lease made as of November 30, 2021 for real property and improvements located at 1775 West Oak Commons Court, Marietta, Georgia between RE Fields, LLC, successor in interest to HUB Properties GA, LLC, and CPVF II West Oak LLC, and MiMedx Group, Inc., dated January 25, 2013, as amended March 7, 2017.

10.7* MiMedx Group, Inc.

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2006 Assumed Stock Incentive Plan ( incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-K filed on March 4, 2014 ).

10.14* 2016 Equity and Cash Incentive Plan, as amended and restated through October 2, 2020, incorporated by refer e nce to Exhibit 4.6 to Registration Statement on Form S-8 filed December 17, 2020 .

10.12* 2016 Equity and Cash Incentive Plan, as amended and restated through October 2, 2020, incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-8 filed December 17, 2020 .

10.13* Form of Incentive Stock Option Agreement under the MiMedx Group, Inc.

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10.22* Form of Non-Employee Restricted Stock Award Agreement (vest into retirement), incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed August 4, 2020 .

10.25*# Form of Employee (Time-Vested) Restricted Stock Unit Award Agreement.

10.23* Form of Employee (Time-Vested) Restricted Stock Unit Award Agreement, incor porated by reference to Exhi bit 10.25 to the Annual Report on form 10- K file on March 8, 2021 .

10.24* Letter Agreement dated April 10, 2019 between MiMedx Group, Inc.

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10.25* Employment Offer Letter between the Company and Peter M.

Carlson, as amended and restated on April 29, 2020, incorporated by re ference to Exhibit 10.29 to Annual Report on Form 10-K filed July 6, 2020 .

Carlson, as amended and restated on June 30, 2021, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed August 3, 2021 .

10.26* Employment Offer Letter between the Company and William F.

Hulse IV as of November 4, 2019, i ncorporated by reference to Exhi bit 10.

30 to Annual Rep ort on For m 10-K filed July 6, 2020 .

Hulse IV as of November 4, 2019, i ncorporated by reference to Exhibit 10.30 to Annual Report on Form 10-K filed July 6, 2020 .

10.27* Employment Offer Letter between the Company and Rohit Kashyap dated as of July 23, 2020, incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed August 4, 2020 .

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Stein effective August 1, 2020, incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed August 4, 2020 .

10.31* Employment Offer Letter between the Company and William L.

Phelan dated as of April 30, 2020, incorporated by reference to Exhibit 10.3 7 to Annual Report on Form 10-K filed July 6, 2020 .

10.32* Employment Offer Letter dated April 3, 2018 between MiMedx Group, Inc.

and Edward Borkowski ( incorporated by reference to Exhibit 10.22 to the Registrant’s Form 8-K filed on May 30, 2019 ).

10.33* Separation and Transition Services Agreement, dated as of November 15, 2019, between MiMedx Group, Inc.

and Edward J.

Borkowski ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 20, 2019 ).

10.29* Form of Key Employee Retention and Restrictive Covenant Agreement, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 21, 2020.

10.35*# 2020 Management Incentive Plan.

10.30* 2020 Management Incentive Plan, incorporated by reference to Exhibit 10.35 to the Annual Report on form 10-K file on March 8, 2021 .

10.31* Management Incentive Plan, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 21, 2020 .

10.32* Form of Indemnification Agreement ( incorporated by reference to Exhibit 10.65 to the Registrant’s Form 8-K filed July 15, 2008 ).

10.33* Form of Director Restricted Stock Unit Award Agreement (Type I - Initial Grant, Full Amount), incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed August 3, 2021 .

10.34* Form of Director Restricted Stock Unit Award Agreement (Type II - Initial Grant, Pro Rata Amount), incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed August 3, 2021 .

10.35* Form of Director Restricted Stock Unit Award Agreement (Type III - Annual Grant), incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed August 3, 2021 .

10.36 Technology License Agreement dated January 29, 2007 between MiMedx, Inc., Shriner's Hospitals for Children and University of South Florida Research Foundation ( incorporated by reference to Exhibit 10.32 to the Registrant’s Form 8-K filed on February 8, 2008 ).

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Barry, Prescience Partners, LP, Prescience Point Special Opportunity LP, Prescience Capital LLC, Prescience Investment Group, LLC d/b/a Prescience Point Capital Management LLC and Eiad Asbahi ( incorporated by reference to Exhibit 10.32 to the Registrant’s Form 8-K filed on May 30, 2019 ).

10.38# ## Amendment No.

1 to Loan Agreement dated as of February 28, 2022 , which amends that certain Loan Agreement dated as of June 30, 2020 by and among MiMedx Group, Inc., certain subsidiaries of MiMedx Group, Inc.

parties thereto, the Lenders from time to time party hereto, Hayfin Services LLP, as administrative agent for the Lenders and as collateral agent for the Secured Parties.

16.1 Letter from BDO USA, LLP dated March 30, 2021, incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K filed March 30, 202 1 .

21.1# Subsidiaries of MiMedx Group, Inc.

23.1# Consent of Independent Registered Public Accounting Firm.

23.1# Consent of Deloitte & Touche LLP , Independent Registered Public Accounting Firm.

23.2# Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.

24.1# Power of Attorney (included on the signature page to this Report).

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MIMEDX GROUP, INC.

March 8, 2021 By:

February 28, 2022 By:

Chief Financial Officer and Principal Financial Officer

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William F.

Hulse IV and David A.

Wisniewski and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K for the year ended December 31, 2020, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Annual Report on Form 10-K.

Hulse IV and Sajid N.

Ajmeri and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report for the year ended December 31, 2021, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Annual Report.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Timothy R.

Wright Chief Executive Officer and Director March 8, 2021

Wright Chief Executive Officer and Director February 28, 2022

Wright (Principal Executive Officer)

Carlson Chief Financial Officer March 8, 2021

Carlson Chief Financial Officer February 28, 2022

Carlson (Principal Financial Officer)

/s/ William L.

Phelan Senior Vice President and Chief Accounting Officer March 8, 2021

Phelan Senior Vice President and Chief Accounting Officer February 28, 2022

Phelan (Principal Accounting Officer)

Kathleen Behrens Chair of the Board (Director) March 7, 2021

Kathleen Behrens Chair of the Board (Director) February 28, 2022

Kathleen Behrens

Bierman Director March 7, 2021

/s/ Michael A.

Giuliani Director March 7, 2021

Bierman Director February 28, 2022

/s/ Michael J.

Giuliani Director February 28, 2022

/s/ William A.

Hawkins III Director March 7, 2021

Laurencin Director March 8, 2021

Todd Newton Director March 7, 2021

Hawkins III Director February 28, 2022

Laurencin Director February 28, 2022

Todd Newton Director February 28, 2022

/s/ Martin P.

Sutter Director March 8, 2021

Sutter Director February 28, 2022

/s/ Phyllis I.

Gardner Director February 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures