Item 1.01 Entry into a Material Definitive Agreement.
As discussed in the disclosure set forth in Item 3.02 below, which disclosure is incorporated
herein by reference, MiMedx Group, Inc. (the “Company”) sold shares of common stock under a private
placement that commenced in October 2009. In conjunction with this private placement the Chairman
of the Board and Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer,
and a director purchased 1,866,667; 41,700; 42,000 and 41,667 shares of common stock, respectively,
were issued 933,333; 20,850; 21,000, and 20,833 warrants, respectively, and paid the Company
proceeds of $1,120,000, $25,020, $25,200, and $25,000, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
In October 2009 the Company commenced a private placement to sell common stock and warrants. From
October 30, 2009, through December 18, 2009, the Company sold 2,234,667 shares of common stock at a
price of $.60 per share and received proceeds of $1,340,800. Under the terms of the offering, for
every two shares of common stock purchased, the investor receives a 5-year warrant to purchase one
share of common stock for $1.50, (a “Warrant”). Through December 18, 2009, the Company issued a
total of 1,117,333 warrants. These events were previously reported on Form 8-K dated December 15,
2009.
Under this private placement, from December 19, 2009, through January 6, 2010, the Company sold an
additional 6,271,533 shares of common stock at a price of $.60 per share, issued 3,135,767
warrants, and received proceeds of $3,762,920.
In total, the Company sold 8,506,200 shares of common stock at a price of $.60 per share and issued
4,253,100 warrants, for which the Company received proceeds of $5,103,720 and paid no commissions.
Copies of the form of the Subscription and Stock Purchase Agreements, Registration Rights
Agreements, and Warrant to Purchase Common Stock Agreement are attached as Exhibits to this Current
Report and the foregoing summary is qualified in its entirety by reference to such Exhibits.
The Company relied on Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and Rule
506 of Regulation D under the Securities Act, as amended, to issue the securities described in this
Current Report because they were offered to accredited investors and a limited number of
unaccredited investors who purchased for investment in transactions that did not involve a general
solicitation.
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Item 9.01 Financial Statements and Exhibits.
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| Exhibit |
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| Number |
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Description |
10.1
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Form of Subscription and Stock Purchase Agreement Accredited Investor |
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10.2
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Form of Subscription and Stock Purchase Agreement Unaccredited Investor |
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10.3
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Form of Registration Rights Agreement |
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10.4
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Form of Warrant to Purchase Common Stock |
The agreements identified in this current report as exhibits are between and among the parties
to them, and are not for the benefit of any other person. Each agreement speaks as of its date,
and the Company does not undertake to update them, unless otherwise required by the terms of the
agreement or by law. The agreements, including the Company’s representations, warranties, and
covenants, are subject to qualifications and limitations agreed to by the parties and may be
subject to a contractual standard of materiality, and remedies, different from those generally
applicable or available to investors and may reflect an allocation of risk between or among the
parties to them. Accordingly, the representations, warranties and covenants of the Company
contained in the agreements may not constitute strict representation of factual matters or absolute
promises of performance. Moreover, the agreements may be subject to differing interpretations by
the parties, and a party may, in accordance with the agreement or otherwise, waive or modify the
Company’s representations, warranties, or covenants.
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