8-K

MIMEDX GROUP, INC.

Date: February 23, 2023

/s/ William F. Hulse IV

William F. Hulse IV

General Counsel and Chief Administrative Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2023

MIMEDX GROUP, INC.

(Exact name of registrant as specified in charter)

Florida

001-35887

26-2792552

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1775 West Oak Commons Ct., NE, Marietta GA 30062

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 651-9100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

MDXG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 16, 2023, the Board of Directors (the “Board”) of MiMedx Group, Inc. (the “Company”) approved an amendment and restatement of the Company’s amended and restated Bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:

•

address the universal proxy rules recently adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;

•

incorporate the changes reflected in Amendment No. 1 to the Company’s Amended and Restated Bylaws as adopted May 27, 2021 (“Amendment No. 1”), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2021; and

•

include certain technical, modernizing and clarifying changes.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. A marked copy of the of the Amended and Restated Bylaws, which indicates the changes from the prior version of the Company’s amended and restated Bylaws, as amended by Amendment No. 1, is attached hereto as Exhibit 3.2.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibits

3.1		Amended and Restated Bylaws of MiMedx Group, Inc. (as amended and restated on February 16, 2023)

3.2		Amended and Restated Bylaws of MiMedx Group, Inc. (as amended and restated on February 16, 2023) (marked to show changes against prior version)

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.