Writer’s Direct Number	Writer’s E-mail Address
212.756.2372	Aneliya.Crawford@srz.com

May 17, 2019

VIA E-MAIL AND EDGAR

Daniel F. Duchovny Special Counsel, Office of Mergers and Acquisitions
Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549
	Re:	MiMedx Group, Inc. Soliciting Materials filed pursuant to Rule 14a-12 on May 2, 2019 Filed by Parker H. Petit, David J. Furstenberg, and Shawn P. George File No. 001-35887

Dear Mr. Duchovny:

On behalf of Parker H. Petit, David J. Furstenberg, and Shawn P. George (collectively, the “Filing Persons”), we are responding to your letter dated May 9, 2019 in connection with the soliciting materials filed pursuant to Rule 14a-12 on May 2, 2019 (the “Soliciting Materials”) with respect to MiMedx Group, Inc. (the “Company”). We have reviewed the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) and respond below. For your convenience, the comments are restated below in italics, with our responses following.

1. Please provide us support for your statement that “[e]xecutive management disagreed with [the] decision” to restate its revenues for the years 2012-2016.

In response to the Staff’s Comment, the Filing Persons respectfully direct your attention to the press release issued by the Company on March 1, 2017 (the “Audit Committee Press Release”), in which the headline reads “AUDIT COMMITTEE FINDS NO WRONGDOING BY MIMEDX MANAGEMENT” (capitalization in original). The Audit Committee Press Release details how the “Audit Committee worked closely with independent counsel to conduct an extensive investigation” into claims by two former employees of wrongful termination. Such press release further notes that “The Audit Committee has completed its investigation and confirmed there is no credible evidence of any wrongdoing on behalf of members of MiMedx management… [and the] Audit Committee’s investigation determined that the Company has appropriately recognized revenue and found no credible evidence to indicate that any changes to the Company’s previously issued financial statements are necessary in light of the former employee’s allegations.” Attached hereto as Exhibit A is the Audit Committee Press Release.¹

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¹ Audit Committee Press Release issued by the Company on March 1, 2017 available at https://www.prnewswire.com/news-releases/mimedx-audit-committee-announces-completion-of-its-investigation-300416510.html.

Mr. Duchovny

Page 2

May 17, 2019

We further note that the key decision to later restate the Company’s revenues for the years 2012-2016 was based at least in part on a non-accounting, inaccurate document that was received weekly from AvKare related to the FDA requirement for the Company to maintain records on implanted tissues with patients’ names. That document had nothing to do with the accounting system or the way revenues should have been booked, which was governed by written contracts signed by the Company and its customers, or distributors and which generally provided for payment within 45-90 days of receipt of the product pursuant to purchase order- not upon utilization of the product.

2. You state that the announcement of the termination of certain individuals from the company for cause has created a “false impression” that those individuals “committed some kind of malfeasance at the company…” and that “[n]othing could be further from the truth.” Please provide us supplemental support for these statements.

In response to the Staff’s Comment, the Filing Persons respectfully note that the Company and its counsel have made statements characterizing Mr. Petit as “most responsible for the fact that the Company has insufficient financial controls, had to restate its financial statements”.² However, this is not true and is disproven by the Audit Committee Press Release and narrative above. Further, despite repeated requests by Mr. Petit, the Company has failed and refused to provide any detailed support for its decision to reclassify, almost 90 days after it occurred, Mr. Petit’s resignation to a termination “for cause”.³ This is notwithstanding that the Company has been conducting an investigation for 14 months but has never given Mr. Petit a full and fair opportunity to review the “evidence” and respond to it. The entire process has transpired with no due process given to Mr. Petit.

In addition, the Filing Persons are aware that the SEC and the U.S. Department of Justice (the “DOJ”) are conducting investigations in the Company. Mr. Petit firmly believes that the investigations will ultimately exonerate him from any allegations of malfeasance, which have never had any basis in fact.

3. You state that “If the company’s revenues were accounted for incorrectly, then ultimate responsibility for that shortcoming lies squarely with the Audit Committee…” Please revise your disclosure to clarify why management would not have been responsible for any accounting issues.

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² See Exhibit C to our letter, dated May 8, 2019 sent to the SEC in response to the SEC’s comment letter, dated April 24, 2019.

³ Mr. Petit resigned as CEO of the Company on June 30, 2018, but they only classified his resignation as termination “for cause” on September 20, 2018. See Form 8-K filed by the Company with the SEC on July 2, 2018 available at https://www.sec.gov/Archives/edgar/data/1376339/000119312518210478/d655278d8k.htm; Form 8-K filed by the Company with the SEC on September 20, 2018 available at https://www.sec.gov/Archives/edgar/data/1376339/000119312518278879/d623644d8k.htm..

Mr. Duchovny

Page 3

May 17, 2019

In response to the Staff’s Comment, we respectfully note that the basis for the statement is the Charter of the Audit Committee (the “Audit Committee Charter”) of the Company’s Board of Directors (the “Board”), attached hereto as Exhibit B. It describes the duties and responsibilities of the Audit Committee and expressly provides that it is the Audit’s Committee’s “duty to oversee the Company’s accounting and financial reporting processes of the Company and the audits of the Company’s financial statements and internal control over financial reporting.”

To accomplish this duty, the Audit Committee Charter details the following activities, among a list of 22 activities, as failing within the Audit’s Committee’s “scope of responsibility”:

· Oversee and monitor the activities of Company management and outside auditors with respect to the Company’s accounting and financial reporting processes;

· Take direct responsibility for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing audit reports or performing other audit, review or attest services and ensure that each such registered public accounting firm reports directly to the Audit Committee;

· Review the proposed scope and plan of the annual audits of the financial statements and internal control over financial reporting;

· Review and discuss with management and the Company’s auditors the Company’s annual audited financial statements, quarterly financial statements and any Company financial statements contained in other periodic reports filed with the SEC;

· Review with management, before release, the Company’s audited financial statements and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K and recommend to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K;

We further note, to accomplish this task, the Audit Committee Charter provided the Audit Committee with “unrestricted access to all internal and external Company information and to any officer, director, or employee of the Company.”

Given that the Audit Committee has unrestricted access to all Company information and the foregoing list of responsibilities delegated to the Audit Committee including the responsibility to “oversee and monitor the activities of Company management” and “take direct responsibility for the appointment […] and oversight of the work of any registered public accounting firm engaged”, this demonstrates that “if the company’s revenues were accounted for incorrectly, then ultimate responsibility for that shortcoming lies squarely with the Audit Committee.”

4. Please provide support for your assertions about Mr. Dewberry’s ongoing training about GAAP, SEC interpretations of GAAP rules and their impact on the company’s accounting practices.

In response to the Staff’s Comment, we respectfully note that the Audit Committee Charter provides that “at least one member of the Audit Committee must be, as determined by the Board, an ‘audit committee financial expert’ as such term is defined in the SEC rules and regulations.”

Mr. Duchovny

Page 4

May 17, 2019

As stated in the Company’s most recent proxy statement, Mr. Dewberry is an “‘audit committee financial expert’ within the meaning of Item 407(d)(5)(ii) of Securities and Exchange Commission (‘SEC’) Regulation S-K.”⁴ The Audit Committee, which included Mr. Dewberry, “held seven meetings during the year ended December 21, 2016”, in which the Audit Committee, with Dewberry as Chair, did among other things:

· “Oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements;

· Reviews the Company’s financial statements with management and the Company’s outside auditors, and recommends to the Board of Directors whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K;

· Takes responsibility for the appointment, compensation, retention, and oversight of the work of the Company’s outside auditors and recommends their selection and engagement;

· Ensures that the outside auditors report directly to the Audit Committee;”

Although the Audit Committee, including Mr. Dewberry as its financial expert, had found “NO WRONGDOING BY MIMEDX MANAGEMENT” when the Company issued the Audit Committee Press Release on March 1, 2017,⁵ Mr. Dewberry and rest of the Audit Committee are now claiming otherwise. In the May 2, 2019 Soliciting Materials, the Filing Persons noted that “Mr. Dewberry did not keep himself, the Audit Committee or management informed about SEC’s interpretation of relatively new GAAP revenue-recognition rules, such as SAB 13, and their potential impact on MiMedx’s accounting practices.” Mr. Petit knows this to be true because he was Chairman and CEO at that time and Mr. Dewberry never so informed Mr. Petit, or anyone else to Mr. Petit’s knowledge that any different accounting treatment was required or advisable. As such, if there were any issues with the way that management was recognizing revenue from 2012-2016, the Audit Committee’s financial expert, Mr. Dewberry, should have recognized this issue and brought it to management’s attention. However, that was not the case. Instead, the “Audit Committee’s investigation determined that the Company has appropriately recognized revenue and found no credible evidence to indicate that any changes to the Company’s previously issued financial statements are necessary.”⁶

5. Please provide us supplemental support for your assertion that “Management proactively informed the Audit Committee on a regular basis about the timing and quantity of distributor orders, accounts receivable and its aging or DSOs.”

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⁴ See Proxy Statement filed on Form DEF 14A filed by the Company with the SEC on April 13, 2017 available at https://www.sec.gov/Archives/edgar/data/1376339/000137633917000062/mdxg-20170413xdef14a.htm; Mr. Dewberry is still characterized as a “financial expert” on the Company’s committee composition page available at https://mimedx.gcs-web.com/corporate-governance/committee-composition.

⁵ See supra note 1.

⁶ See supra note 1.

Mr. Duchovny

Page 5

May 17, 2019

In response to the Staff’s Comment, we respectfully note that management, which included Mr. Petit at the time, met routinely with the Audit Committee towards the end of each quarter and went through all those questions. All the questions were answered truthfully, and all information that was deemed necessary was reviewed. This was standard practice while Mr. Petit was running the Company. In addition to such private meetings with the Audit Committee, we note that management also made public statements in quarterly earnings reports including the foregoing issues.⁷ In the section titled “Management Commentary on Results”, management, including Mr. Petit, provided information on the financial state of the Company, including reports on the financial health of the Company and provided a quantitative assessment of key performance metrics, such as GAAP Earning, Liquidity, Cash Flow, Revenue Breakdowns and forward looking outlooks.⁸

6. Please provide us supplemental support for your assertion that Cherry Bekaert issued unqualified audit reports on MiMedx’s financial statements and its systems of internal controls over financial reporting.

In response to the Staff’s Comment, the Filing Persons note that for every fiscal year from 2012 – 2016, Cherry Bekaert provided unqualified audit reports on the Company’s financial statements. Below are the statements for each of those fiscal years from each applicable Form 10-K:

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets and the related consolidated statements of operations, stockholders’ equity, and cash flows of MiMedx Group, Inc., and our report dated March 1, 2017, expressed an unqualified opinion.⁹

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of MiMedx Group, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015 and the related consolidated financial statement schedules as of December 31, 2015, 2014 and 2013, and our report dated February 29, 2016 expressed an unqualified opinion.¹⁰

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⁷ See e.g. Exhibit 99.1 to Form 8-Ks filed by the Company with the SEC on April 28, 2017, February 23, 2017, October 27, 2016, July 26, 2016, April 26, 2016, February 23, 2016, October 29, 2015, July 29, 2014, April 25, 2014 and February 26, 2014.

⁸ See generally, Exhibit 99.1 on Form 8-Ks filed by the Company with the SEC on April 28, 2017, February 23, 2016 and October 27, 2016.

⁹ Form 10-K filed by the Company with the SEC on March 1, 2017 available at

https://www.sec.gov/Archives/edgar/data/1376339/000137633917000042/mdxg-20161231x10k.htm.

¹⁰ Form 10-K/A filed with the SEC on February 22, 2017 available at https://www.sec.gov/Archives/edgar/data/1376339/000137633917000018/mdxg-20151231x10ka.htm.

Mr. Duchovny

Page 6

May 17, 2019

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of MiMedx Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014 and the related consolidated financial statement schedules as of December 31, 2014, 2013 and 2012, and our report dated March 13, 2015 expressed an unqualified opinion.¹¹

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the consolidated balance sheets of MiMedx Group, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2013, 2012 and 2011, and our report dated March 4, 2014 expressed an unqualified opinion.¹²

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the consolidated balance sheets and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows of MiMedx Group, Inc., and our report dated March 15, 2013 expressed an unqualified opinion.¹³

In addition, for every fiscal year from 2012 – 2015, Cherry Bekaert found no material weaknesses in the Company’s systems of internal control over financial reporting. In the fiscal year ended December 31, 2016, Cherry Bekaert found a material weakness in the internal controls, but such weakness related to management not having “adequate supervision and review of certain technical tax accounting performed by a third party tax specialist in 2016”¹⁴, not to any alleged revenue-recognition issues.¹⁵

Below are the statements for each of those fiscal years from each applicable Form 10-K:

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in the design of the Company’s controls over the tax accounting related to an overstatement of an excess tax benefit which if undetected would have resulted in an understatement of income taxes payable. Specifically, management did not have adequate supervision and review of certain technical tax accounting performed by a third party tax specialist in 2016.

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¹¹ Form 10-K filed by the Company with the SEC on March 13, 2015 available at

https://www.sec.gov/Archives/edgar/data/1376339/000137633915000040/mdxg-20141231x10k.htm.

¹² See Form 10-K filed by the Company with the SEC on March 4, 2014 available at

https://www.sec.gov/Archives/edgar/data/1376339/000137633914000005/mdxg-20131231x10k.htm.

¹³ See Form 10-K filed by the Company with the SEC on March 15, 2013 available at

https://www.sec.gov/Archives/edgar/data/1376339/000114036113012765/form10k.htm.

¹⁴ See supra note 9.

¹⁵ As noted previously, the Audit Committee Press Release issued on March 1, 2017 stated that “The Audit Committee’s investigation determined that the Company has appropriately recognized revenue and found no credible evidence to indicate that any changes to the Company’s previously issued financial statements are necessary”. See supra note 1.

Mr. Duchovny

Page 7

May 17, 2019

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2016 financial statements, and this report does not affect our report dated March 1, 2017, on those financial statements. . . . In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, MiMedx Group, Inc. has not maintained effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).¹⁶

In our opinion, MiMedx Group, Inc maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).¹⁷

In our opinion, MiMedx Group, Inc maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).¹⁸

In our opinion, MiMedx Group, Inc maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).¹⁹

In our opinion, MiMedx Group, Inc maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).²⁰

7. Refer to your disclosure that “there was a publication of an email written by one or more persons falsely claiming to be an anonymous MiMedx employee” (emphasis in original). Please provide support for your assertion that the author of the referenced email “falsely” claimed to be a company employee.

In response to the Staff’s Comment, we respectfully direct your attention to the fabricated email attached hereto as Exhibit C. This email showed a very lengthy and disjointed diatribe about numerous issues with the Company. This anonymous sender claimed to be an employee of the Company. However, Mr. Petit recognized that there were so many factual mistakes that it was obvious the person was not familiar with the Company because of the numerous mistakes. This was reviewed by the Board, and they came to the same conclusion as management.

While Mr. Petit was the CEO and Chairman of the Board, these short selling issues arose. As such, On January 3, 2018, Mr. Petit wrote a letter (the “SEC Cohodes Letter”) in his capacities as CEO and Chairman of the Board to Jay Clayton, the Chairman of the SEC, to notify him of this and many other issues. Attached hereto as Exhibit D is the SEC Cohodes Letter. Reproduced below are the relevant paragraphs:

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¹⁶ See supra note 9.

¹⁷ See supra note 10.

¹⁸ See supra note 11.

¹⁹ See supra note 12.

²⁰ See supra note 13.

Mr. Duchovny

Page 8

May 17, 2019

As an example, we believe Cohodes and his group fabricated a fraudulent email supposedly from one of our current employees. This lengthy email had all types of allegations about corporate malfeasance. For a number of reasons, our Board of Directors and Management have concluded this is a fraudulent document. This document was sent to numerous publications including the Wall Street Journal, the New York Times and others, to many of our competitors, and to numerous law firms. Notably, the email was never sent to anyone at MiMedx. (emphasis in original)

In addition, we believe this group opened an email account with my name on it, so that it would appear to recipients that I was sending emails when in fact I was not. They started communicating with one of our Wall Street Analysts. He became suspicious and contacted the Company to bring this to our attention.

Given that Mr. Petit wrote this letter to Mr. Clayton in his capacities as CEO and Chairman of the Board, we respectfully maintain that such evidence supports the statement that such emails were written by one or more persons that were falsely claiming to be an anonymous employee of the Company.

8. Please provide us support for your assertion that Mr. Cohodes conducted an “illegal short-and-distort campaign…”

In response to the Staff’s Comment, we respectfully note that Mr. Petit stated his “belief of illegal short selling comes from [his] meeting with federal regulators that included Bill Taylor and Lexi Haden, General Counsel.” (emphasis in original). In connection with these interactions, Mr. Petit wrote the SEC Cohodes Letter, as referenced above in response to Question #7 and attached hereto as Exhibit D. Mr. Petit, in his capacities as CEO and Chairman of the Board wished “to highlight a number of significant issues that have developed around the illegal short selling of MiMedx Group (NASDAQ: MDXG) as well as numerous other companies by a group of hedge fund and individuals that are led by Marc Cohodes.” (emphasis in original). Reproduced below are certain paragraphs to illustrate the short-and-distort campaign:

MiMedx has become the “Poster Child” for Cohodes’ recent activities here in the U.S. All of these Illegal “Short and Distort” activities are taking place every week. It is so evident how they plan their catalytic publication and their follow-up market entry and manipulation on days when they know we will be releasing positive news and results. [. . .]

As an example, we believe Cohodes and his group fabricated a fraudulent email supposedly from one of our current employees. This lengthy email had all types of allegations about corporate malfeasance. For a number of reasons, our Board of Directors and Management have concluded this is a fraudulent document. This document was sent to numerous publications including the Wall Street Journal, the New York Times and others, to many of our competitors, and to numerous law firms. Notably, the email was never sent to anyone at MiMedx.

In addition, we believe this group opened an email account with my name on it, so that it would appear to recipients that I was sending emails when in fact I was not. They started communicating with one of our Wall Street Analysts. He became suspicious and contacted the Company to bring this to our attention.

Mr. Duchovny

Page 9

May 17, 2019

It is my understanding, based on social media posts from Cohodes, that law enforcement representatives, possibly the FBI, recently called on Cohodes presumably because of his threats against my life. While he has never admitted specifically who they were, he is calling them MiMedx “Goons”²¹ [. . .]

Collaborating with the intent to manipulate, impersonating corporate executives and front running are all illegal activities . . . use[d] to manipulate a stock’s price during a “short and distort” campaign.

MiMedx submitted to the SEC information about securities law violations by Mr. Cohodes via the SEC’s Tip, Complaint and Referral system, on Form TCR on November 22, 2017. MiMedx submitted information that Mr. Cohodes was acting in concert with other persons known and unknown, and has engaged in an illegal “short and distort” campaign to manipulate MiMedx stock for his own personal benefit. MiMedx alleged that in so doing, he has violated the laws that prohibit market manipulation, including but not limited to, Section 17(a) of the Securities Act of 1933 (“Securities Act”), Section 17(b) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder, and Section 9(a) of the Exchange Act. In addition to market manipulation, MiMedx alleged that Mr. Cohodes, in concert other persons known and unknown, has disseminated false or misleading statements via social media and other media in regard to MiMedx stock, a publicly traded security, without property disclosing his extensive short sale positions in those securities. MiMedx contends these activities violate the federal securities laws’ anti-touting provision, Section 17(b) of the Securities Act. MiMedx also noted that Mr. Cohodes’ conduct further suggests evidence of securities fraud, including, but not limited to, violations of Section l0(b), Rule l0b-5, Wire Fraud, Mail Fraud, and Securities Act Section 17(a).

As further support for such statements, the Company itself issued a press release on February 27, 2018 to address the illegal short selling, which included Marc Cohodes. Attached hereto as Exhibit E is such article.²² Relevant paragraphs are reproduced below:

The public should be well aware that the Company has been under a concerted, illegal short selling attack since September. This group of illegal short sellers, which the Company believes includes Marc Cohodes, Aurelius Value, Viceroy Research, and other numerous hedge funds and individuals, has publicized a continuous stream of misinformation and lies about numerous aspects of the Company’s business.

The Company has made numerous public disclosures about illegal short selling and the lack of reliability of these allegations because of the individuals involved.

The situation is complicated by the fact that the Company has terminated certain employees for cause over the last 15 months. The Company believes certain of these employees are retaliating by acting in concert with this group of short sellers to distort information and negatively impact the Company’s stock price.

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²¹ We note the following tweets made by Mr. Cohodes where he references “goons” sent by the Company:

Marc Cohodes (@AlderLaneeggs) Twitter (Nov. 1, 2017, 11:34 AM), https://twitter.com/AlderLaneeggs/status/925793225633402880; Marc Cohodes (@AlderLaneeggs) Twitter (Dec. 5, 2017, 12:41 PM), https://twitter.com/AlderLaneeggs/status/938146329074728961; Marc Cohodes (@AlderLaneeggs) Twitter (Dec. 13, 2017, 8:10 AM), https://twitter.com/AlderLaneeggs/status/940977346340777985.

²² Press Release issued by the Company on February 27, 2018 available at

https://www.prnewswire.com/news-releases/mimedx-responds-to-bloomberg-article-300605029.html.

Mr. Duchovny

Page 10

May 17, 2019

9. Please provide us support for your stated belief that the audit committee “has been advised that the ‘standard playbook’ for boards of directors seeking to placate government investigators is to conduct an internal investigation, identify individual ‘wrongdoers,’ dismiss them, enact other ‘remedial’ measures, and then declare that there is nothing more the government needs to do.”

In response to the Staff’s Comment, we respectfully direct the Staff’s attention to the below sources of the “standard playbook” that Mr. Petit believes the Audit Committee has been advised to follow.

The Harvard Law School Forum on Corporate Governance and Financial Regulation, which styles itself as “the top online resource for discourse on corporate governance”²³ provides a post titled “Internal Investigations Special Committees Resource”.²⁴ Such post provides “best practices” in scenarios in which companies are “undertaking internal investigations in an effort to uncover and remediate corporate wrongdoing”, including in cases were a “company has made a significant accounting restatement” and the investigation is run by the Audit Committee. The resource notes that “the best practices that should be employed in the context of an audit committee investigation are similar to those that apply in a special committee investigation.”²⁵ This resource then details the steps and actions necessary for the investigation, beginning with forming the committee and experts needed to reviewing the report and making conclusions.²⁶ Such resource notes that a common trigger for special committee internal investigations are investigations by government agencies.²⁷ The resource also advises that the special committee includes a written report that “[s]hows in instances where the committee and committee counsel identified wrongdoing, that the company undertook an internal investigation and has begun to implement remedial measures”²⁸ and “[d]epending on the committee’s authority, it can either recommend or implement disciplinary action against the implicated employees and other remedial actions, such as: … Terminating the employees that engaged in the misconduct.”²⁹ It also notes that “[v]oluntary disclosure might be advantageous [to the government or regulators], particularly where extensive misconduct occurred or the company qualifies for leniency under the DOJ’s leniency program”.³⁰

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²³ See “About the HLS Forum on Corporate Governance and Financial Regulation” available at https://corpgov.law.harvard.edu/about/.

²⁴ Gregory A. Markel and Heather E. Murray, Internal Investigations Special Committees Resource, Harvard Law School Forum on Corporate Governance and Financial Regulation, (July 6, 2017) available at

https://corpgov.law.harvard.edu/2017/07/06/internal-investigations-special-committees-resource/.

²⁵ Id.

²⁶ See, Id.

²⁷ See, Id.

²⁸ Id.

²⁹ Id.

³⁰ Id.

See also, Peter J. Henning and Scott W. Mackay, Responding to Department of Justice Investigations, Portfolio 5515 -2d, B. Benefits of Internal Investigations (BNA) at 1-2 available at https://www.bloomberglaw.com/document/X3APLA18?bc=W1siUmVzZWFyY2ggVHJhaWwiLCIvcmVzZWFyY2hfdHJhaWwvcmVzdWx0cy82ZDZlYjBjZTcxOTRmZTc1NmU2ZmY4ZTAyNDk5NTRjYyJdXQ--7fb0a0e1afa423791575faaab832173605f3c827 (“Internal investigations are less disruptive and less costly than responding to a government investigation and in some instances may be effective in convincing the government not to pursue its own investigation… The need for an internal investigation is particularly important when the company is notified that there is a government probe about which it was previously unaware.”)

Mr. Duchovny

Page 11

May 17, 2019

We further note that articles published by Thomson Reuters and the law firm, Mayer, Brown, Rowe & Maw, provide additional support for such claims. In the Thomson Reuters article “What to do when your company is the subject of a government investigation”, it notes that companies under investigation “may wish to conduct [their] own internal investigation. There are several reasons to conduct such an investigation, including: … “remediating potential fines by showing the government you’re taking action yourself.”³¹ The law firm’s report, titled “Current Issues in Internal Corporate Investigations”, provides additional support for the claim that enacting remedial measures, such as terminating employees, can help alleviate governmental investigative pressures.³²

Mr. Petit believes the standard playbook described in these articles is what took place. The Board, in seeking to placate government investigators, conducted an internal investigation, identified alleged individual “wrongdoers,” terminated them and enacted other “remedial” measures, and then declared that these issues are being resolved internally.³³

10. Note that you must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us supplementally, or disclose, the factual foundation for the assertions referenced above. In this regard, note that the factual foundation for such assertion must be reasonable. Refer to Rule 14a-9. Please provide support for the following disclosure:

· “The Audit Committee’s desire to protect itself overwhelmed its business judgment and led it to recommend actions that were unwarranted, unnecessary, made no business sense, and badly damaged the Company. The Committee’s decision was also self-interested inasmuch as it created opportunities for certain committee members and other managers to take on elevated roles.”

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³¹ Sterling Miller, What to do when your company is the subject of a government investigation, Thomson Reuters, available at https://legal.thomsonreuters.com/en/insights/articles/how-to-handle-a-government-investigation.

³² See, Mayer, Brown, Rowe, & Maw LLP, Current Issues in Internal Corporate Investigations, available at

https://www.mayerbrown.com/-/media/files/perspectives-events/publications/2005/11/current-issues-in-internal-corporate-investigation/files/article/fileattachment/article.pdf (“Sec. Exch. Comm’n v. Ahold (October 13, 2004), ‘[t]he Commission [ ] did not seek a penalty from Ahold, among other reasons, because of the company’s extensive cooperation with the Commission’s investigation…including, but not limited to,…terminating employees responsible for the wrongdoing.’”)

³³ For example, the Company recently stated that it “is implementing corrective processes to define, remediate, and enhance internal procedures for business health and sustainability. The new management team has effected the implementation of procedures for enhanced and improved business and selling controls. [. . .] MiMedx previously disclosed investigations by the SEC and the U.S. Department of Justice (DOJ) related to, among other things, the Company’s financial reporting. These remain ongoing. [. . . .] The Company continues to cooperate with these agencies.” See Exhibit 99.1 to Form 8-K filed by the Company with the SEC on April 11, 2019, available at

https://www.sec.gov/Archives/edgar/data/1376339/000119312519103902/d728784dex991.htm.

Mr. Duchovny

Page 12

May 17, 2019

In response to the Staff’s Comment, we respectfully note our responses to Questions #1 through #5 and #9 as support for such statements. In particular, after the Audit Committee had investigated management for any potential revenue recognition issues and found none, as disclosed in the Audit Committee Press Release, Ernst & Young was subsequently hired to audit the financial statements already reviewed and approved previously by the Audit Committee.³⁴ As a result, instead of defending their earlier work and conclusions, the Audit Committee members took a defensive approach to their actions and blamed management for any shortcomings.

· “Also, executive management believes that the development and acceptance of the KPMG ‘opinion’ on restatement was pushed by the Audit Committee for their own personal reasons in June, 2018. Very specifically, to deflect any concerns over revenue recognition to executive management rather than the Audit Committee. Once that recommendation was accepted by the Board, then they could point to ‘for cause’ terminations of certain financial managers and later executive management. Thus, a ‘takeover’ began of the Board and Company by a few inexperienced Board members using the investigation as a manipulative tool. The subsequent business decisions have been disastrous and very damaging to the Company and its shareholders.”

In response to the Staff’s Comment, we respectfully note our responses to Questions #1 through #5 and #9 as support for such statements. We also note the following business decisions which have been “disastrous and very damaging to the Company and its shareholders.”

1. From the date that Mr. Petit resigned from the Board (announced on September 20, 2018)³⁵ to April 10, 2019 (prior to the Filing Persons’ issuing their press release disclosing their nomination of nominees for the upcoming annual meeting of shareholders), the Company’s stock price has dropped by over 60%;³⁶

2. The Company being delisted from NASDAQ;³⁷

3. The firing of 24% of its employees;³⁸ and

4. Ernst & Young LLP resigning from its engagement to audit the Company’s financial statements.³⁹

^{_______________________________}

³⁴ See Form 8-K filed by the Company with the SEC on August 10, 2017, available at

https://www.sec.gov/Archives/edgar/data/1376339/000137633917000119/a8-k081017document.htm.

³⁵ See Form 8-K filed by the Company with the SEC on September 20, 2018, available at

https://www.sec.gov/Archives/edgar/data/1376339/000119312518278879/d623644d8k.htm.

³⁶ The stock price at closing on April 10, 2019 was $3.90, and the closing stock price on September 20, 2018 was $6.20. Source: MarketWatch, Inc., available at https://www.marketwatch.com/investing/stock/MDXG/historical

³⁷ See Form 25 filed by NASDAQ with the SEC on February 26, 2019, available at

https://www.sec.gov/Archives/edgar/data/1354457/000135445719000094/xslF25X02/primary_doc.xml.

³⁸ See Exhibit 99.1 to the Form 8-K filed by the Company with the SEC on December 6, 2019, available at

https://www.sec.gov/Archives/edgar/data/1376339/000119312518342875/0001193125-18-342875-index.htm.

³⁹ See press release issued by the Company on December 5, 2018 available at

https://mimedx.gcs-web.com/news-releases/news-release-details/mimedx-announces-resignation-outside-auditor.

Mr. Duchovny

Page 13

May 17, 2019

Thank you for your attention to this matter. Should you have any questions or comments, or require any further information with respect to the foregoing, please do not hesitate to call me at (212) 756-2372.

Very truly yours,

/s/ Aneliya S. Crawford

Aneliya S. Crawford

EXHIBIT A

Audit Committee Press Release

[See attached]

EXHIBIT B

Audit Committee Charter

[See attached.]

EXHIBIT C

Fabricated Email Correspondence

[See attached.]

 

 

 

EXHIBIT D

SEC Cohodes Letter

[See attached.]

EXHIBIT E

Company Response to Illegal Short Selling