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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-28 · 35 added, 37 removed, 172 unchanged (30% of the section changed)

42 unchanged sentences

Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

22 unchanged sentences

## 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 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on March 8, 2021 ).

3.1 Restated Articles of Incorporation, adopted March 4, 2021, effective March 5, 2021 ( inco rporated by re ference to Exh ibit 3.1 to the Registrant ’ s Annual Report on Form 10-K filed on March 8, 20 21 ).

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 on 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 on June 10, 2021 ).

3.4 Articles of Amendment to Restated Articles of Incorporation, effective June 13, 2023 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2023 )

3.5 Amended and Restated Bylaws of MiMedx Group, Inc., as amended and restated as of February 16, 2023 ( incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 23, 2023 ).

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 the Registra nt ’ s Registration Statement on Form 8-A filed on November 2, 2020 ).

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 the Registrant’s Registration Statement on Form 8-A filed on November 2, 2020 ).

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 Registrant’s Annual Report on Form 10-K filed on July 6, 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.

and certain other investors ( incorporated by reference to Exhibit 10.38 to the Regist rant ’ s Annual Report on Form 10-K filed July 6, 2020 ).

10.3 Registration Rights Agreement dated as of July 2, 2020, by and between MiMedx Group, Inc.

and Falcon Fund 2 Holding Company, L.P.

( incorporated by reference to Exhibit 10.39 t o the Registr a nt ’ s Annual Report on Form 10-K filed on July 6, 2020 ).

10.2 Lease effective May 1, 2013 between Hub Properties of GA, LLC and MiMedx Group, Inc.

2 unchanged sentences

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

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 ( incorporated by reference to Exhibit 10.

6 to the Registrant’s Annual R e port on Form 10-K filed on February 28, 2022 ).

Second Amendment to Lease 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, (“Landlord”), and MiMedx Group, Inc., (‘Tenant”) dated January 25, 2013, as amended March 7, 2017 (the “Lease”).

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 ( incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2022 ).

Fourth Amendment to Lease made as of January 26 , 202 4 between Georgia RE Fields, LLC, successor in interest to HUB Properties GA, LLC, and CPVF II West Oak LLC, and MiMedx Group, Inc., dated January 2 6 , 20 24.

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

and certain other investors ( incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed July 6, 2020 ).

10.4 Registration Rights Agreement dated as of July 2, 2020, by and between MiMedx Group, Inc.

and Falcon Fund 2 Holding Company, L.P.

(incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K filed on July 6, 2020 ).

10.5 MiMedx Group, Inc.

1 unchanged sentence

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

Assumed 2006 Stock Incentive Plan ( incorporated by reference to Exhibit 10.4 to the Registrant’ s Annual Report o n Form 10-K filed on March 4, 2014) .

Assumed 2006 Stock Incentive Plan ( incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed on March 4, 2014) .

Form of Nonqualified Stock Option Agreement under the MiMedx Group, Inc.

4 unchanged sentences

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

10.12* 2016 Equity and Cash Incentive Plan, as amended and restated through October 2, 2020 ( incorporated by reference to Exhibit 4.6 to the Registra nt ’ s Registration Statement on Form S-8 filed on December 17, 202 0 ).

2016 Equity and Cash Incentive Plan, as amended and restated through May 2, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2023 ).

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

10 unchanged sentences

10.17 Form of Employee (Time-Vested) Restricted Stock Unit Award Agreement ( incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed on July 6, 2020).

10.20* Form of Employee (Performance-Vested, uncertain number of shares) Restricted Stock Unit Award Agreement ( incorporated by reference to Exhibit 10.34 to th e Regis trant ’ s Annual Report on Form 10-K filed on July 6, 2020 ).

Form of Employee (Performance-Vested, uncertain number of shares) Restricted Stock Unit Award Agreement ( incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed on July 6, 2020 ).

Form of Employee (Performance-Vested, certain number of shares) Restricted Stock Unit Award Agreement ( incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed on July 6, 2020 ).

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

10.23* Form of Employee (Time-Vested) Restricted Stock Unit Award Agreement ( incorporated by reference to Exhibit 10.25 to the Registran t ’ s Annual Report on F orm 10-K file d on March 8, 2021 ).

Form of Employee (Time-Vested) Restricted Stock Unit Award Agreement ( incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed on March 8, 2021 ).

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

2 unchanged sentences

Employment Offer Letter between MiMedx Group, Inc.

Carlson, as amended and restated on June 30, 2021 ( incorporated by reference to Exhibit 10.1 to the Registran t ’ s Quarterly Report on Form 10-Q filed on August 3, 2021 ).

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

Employment Offer Letter between MiMedx Group, Inc.

and William F.

Hulse IV dated November 4, 2019, (i ncorporated by reference to Exhibit 10.30 to the Registra nt ’ s Annual Report on Form 10-K filed on July 6, 2020 ).

10.27* Employment Offer Letter between MiMedx Group, Inc.

and Rohit Kashyap dated as of July 23, 2020 ( incorporated by reference to Exhibit 10.2 to the Registrant ’ s Quarterly Report on Form 10-Q filed on November 20 , 2020 ).

10.28* Employment Offer Letter between MiMedx Group, Inc.

and Robert B.

Stein effective August 1, 2020 ( incorporated by reference to Exhibit 10.3 to the Registrant ’ s Quarterly Report on Form 10-Q filed on November 20 , 2020 ).

Hulse IV dated November 4, 2019, (i ncorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed on July 6, 2020 ).

Form of Key Employee Retention and Restrictive Covenant Agreement ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 21, 2020).

1 unchanged sentence

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

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

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

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

4 unchanged sentences

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 Current Report on Form 8-K filed on May 30, 2019 ).

10.36## 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 ( incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2022 )

Separation Agreement and General Release between MiMedx Group, Inc.

and Timothy R.

Wright dated September 15, 2022 ( incorporated by reference to Exhibit 10.

3 to the Registrant’s Current Report on Form 8 -K filed on September 14 , 2022 ).

Wright dated September 15, 2022 ( incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 14, 2022 ).

Interim Executive Employment Agreement between MiMedx Group, Inc.

Todd Newton dated September 14, 2022 ( incorporated by reference to Exhibit 10.

1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2022 ).

Todd Newton dated September 14, 2022 ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2022 ).

Restricted Stock Unit Agreement between MiMedx Group, Inc.

13 unchanged sentences

and Global Health Solutions, Inc.

Turn Therapeutics) , dated as of December 7, 2022.

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 on March 30, 2021 ).

Turn Therapeutics) ( incorporated by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2023 ).

Separation Agreement and General Release between MiMedx Group, Inc.

Carlson dated July 14, 2023 ( incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on October 30, 2023 ).

Offer Letter dated June 30, 2023, between the Company and Doug Rice ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 5, 2023 ).

Key Employee Retention and Restrictive Covenant Agreement dated July 5, 2023, between the Company and Doug Rice ( incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 5, 2023 ).

Inducement Performance Stock Unit Agreement dated June 30, 2023, between the Company and Doug Rice ( incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 5, 2023 ).

Inducement Restricted Stock Unit Agreement dated June 30, 2023, between the Company and Doug Rice ( incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 5, 202 3 ).

Inducement Stock Option Agreement dated June 30, 2023, between the Company and Doug Rice ( incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on July 5, 2023 ).

Management Incentive Plan , as amende d and restated effective June 6, 2023 .

21.1# Subsidiaries of MiMedx Group, Inc.

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).

3 unchanged sentences

32.2# Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

MiMedx Compensation Recoupment Policy, as amended and restated effective November 29, 2023.

101.INS# XBRL Instance Document

9 unchanged sentences

February 28, 2024 By:

Chief Financial Officer and Principal Financial Officer

/s/ Doug Rice

Chief Financial Officer

POWER OF ATTORNEY

7 unchanged sentences

Capper Principal Executive Officer

Carlson Chief Financial Officer February 28, 2023

Carlson (Principal Financial Officer)

/s/ William L.

Phelan Senior Vice President and Chief Accounting Officer February 28, 2023

Phelan (Principal Accounting Officer)

/s/ Doug Rice Chief Financial Officer February 28, 2024

Doug Rice Principal Financial Officer and Principal Accounting Officer

Kathleen Behrens Chair of the Board (Director) February 28, 2024

12 unchanged sentences

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