Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Nordic Agreement Change Order

On January 24, 2023, the Company executed a change order to the Nordic Agreement (the “Change Order”), primarily to reflect additional elements required in conducting the trial. The Change Order modified the scope of NBCD’s responsibilities under the Nordic Agreement, shifting certain activities to other vendors to be administered by NBCD and certain other activities to MIMEDX. These responsibilities primarily related to areas of patient recruitment and screening and statistical analysis, among other areas of the trial. Pursuant to the Change Order, the total payments owed to NBCD relating to NBCD’s responsibilities decreased from $13.3 million to $10.2 million.

Hiring of Chief Executive Officer

On January 27, 2023, the Board of Directors appointed Joseph H. Capper to serve as Chief Executive Officer. The Company entered into a Letter Agreement with Mr. Capper that included, among other things, a grant of 3,300,000 PSUs and a grant of a non-qualified stock option (the “Option”) for 3,600,000 shares of the Company’s common stock.

The PSUs vest over a four-year performance period ending December 31, 2026 based upon the achievement of specified performance conditions, up to a maximum of 200% of the granted PSUs, and subject to Mr. Capper’s continued employment. The Option vests over a four-year period ending January 31, 2027 contingent upon the achievement of share price performance goals and subject to Mr. Capper’s continued employment. Mr. Capper will is eligible to vest in 25% of the Option on or after each of the first four anniversary dates subsequent to the date of grant, provided certain share price performance targets are achieved at any point during the four-year vesting period.

In concert with the hiring of Mr. Capper’s, K. Todd Newton stepped down and ceased to serve as Interim Chief Executive Officer. Upon Mr. Capper’s hiring, 200,000 RSUs granted to Mr. Newton pursuant to the Interim Executive Employment Agreement between him and the Company vested immediately. Mr. Newton remains on the Board of Directors.