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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 26 added, 27 removed, 180 unchanged (23% of the section changed)

32 unchanged sentences

Management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the " COSO framework ").

The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (“ GAAP ”).

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting.

11 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information required by this Item will be contained in our definitive proxy statement relating to our 2024 Annual Meeting of Shareholders under the captions “Executive Officers,” “Election of Directors” and similar captions which are incorporated herein by reference.

The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed no later than 120 days after December 31, 2024.

Executive Compensation

18 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 ( 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 ).

3.1 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 ).

3.2 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 unchanged sentences

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 ).

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

3 unchanged sentences

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”).

(incorporated by reference to Exhibit 10.2 B to the Registrant ’ s Annual Report on Form 10-K filed on February 28, 2024 ).

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, 2024 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 26, 2024 (incorporated by reference to Exhibit 10.2D to the Registr ant ’ s Annual Report on Form 10-K filed on February 28, 2024 ).

Fourth Amendment to Lease dated December 11, 2024 ( incorporated by reference to Exhibit 10.2 to the Registrant ’ s Current Report on Form 8-K filed on December 16, 2024) .

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

30 unchanged sentences

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.

and Timothy R.

Wright ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2019 ).

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 Registrant’s Quarterly Report on Form 10-Q filed on August 3, 2021 ).

Employment Offer Letter between MiMedx Group, Inc.

and William F.

10 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 ).

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 ).

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 ).

Restricted Stock Unit Agreement between MiMedx Group, Inc.

Todd Newton dated September 15, 2022 ( incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 14, 2022 ).

Employment Offer Letter between MiMedx Group, Inc.

12 unchanged sentences

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 ).

3 unchanged sentences

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 .

10.39 Management Incentive Plan, as amended and restated effective June 6, 2023 ( incorporated by reference to Exhibit 10.46 to the Registrant ’ s Annual Report on Form 10-K filed on February 28, 2023 ).

10.40 Form of Indemnification Agreement ( incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed on December 16, 2024 ).

10.41 Form of Restricted Stock Unit Agreement under the MiMedx Group, Inc.

2016 Equity and Cash Incentive Plan ( incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quar terly Report on Form 10 - Q filed on April 30, 2024 ).

10.42 Form of Performance Stock Unit Agreement under the MiMedx Group, Inc.

2016 Equity and Cash Incentive Plan ( inc orporated by reference to Exhibit 10.2 to the Registrant ’ s Quarterl y Report on Form 10-Q filed on April 30, 2024 ).

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

2016 Equity and Cash Incentive Plan ( incorporated by re ference to Exhibit 10.3 to the Registrant ’ s Quarterly Report on Form 10-Q filed on April 30, 2024 ).

10.44 Credit Agreement, dated January 19, 2024 among MIMEDX GROUP, INC., a Florida corporation, as the Borrower, MIMEDX TISSUE SERVICES LLC, as a Guarantor, MIMEDX PROCESSING SERVICES, LLC, as a Guarantor, MIMEDX SUPPLY LLC, as a Guarantor, BANK OF AMERICA, NATIONAL ASSOCIATION, as a Lender and CITIZENS BANK, N.A., as Administrative Agent, the L/C Issuer, the Swingline Lender, and as a Lender ( incorporated by reference to Exhibit 10.4 to the R egi strant ’ s Quarterly Report on Form 10-Q filed on April 30, 2024 ).

10.45#* Offer Letter dated June 24, 2024 from MiMedx Group, Inc.

to Kim Moller

Restated Key Employee Retention and Restrictive Covenant Agreement dated Ju ne 7 , 2023, between the Company and Kimberly Moller .

I nsider Trading Policy dated January 6, 2025.

21.1# Subsidiaries of MiMedx Group, Inc.

6 unchanged sentences

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

( incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2024 ).

101.INS# XBRL Instance Document

13 unchanged sentences

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

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, 2023, 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.

Hulse IV and Kendall Lioon 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, 2024, 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.

8 unchanged sentences

Bierman Director February 26, 2025

/s/ Michael J.

Giuliani Director February 28, 2024

/s/ William A.

2 unchanged sentences

Todd Newton Director February 26, 2025

/s/ Tiffany Olson

Director February 26, 2025

Tiffany Olson

/s/ Dorothy Puhy

Director February 26, 2025

/s/ Martin P.

Sutter Director February 26, 2025

/s/ Phyllis I.

Gardner Director February 28, 2024

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