UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
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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:
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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 1.01 | Entry into a Material Definitive Agreement |
On December 7, 2022, MiMedx Group, Inc. (“MIMEDX” or the “Company”) entered into a Platform Intellectual Property License (the “License Agreement”) with Global Health Solutions, Inc. (d.b.a. Turn Therapeutics or “Turn”), providing MIMEDX an exclusive, worldwide sublicensable license to use Turn’s proprietary antimicrobial technology platform (PermaFusion®) to develop antimicrobial line extensions and new products. PermaFusion is petrolatum-based, liquid-in-oil suspension technology that involves the creation of nanodroplets without binding agents or emulsifiers and also includes a process to coat materials with antimicrobial-infused petrolatum. Turn’s intellectual property estate includes “mixing” and “coating” intellectual property and provides protection up to 20 years. MIMEDX expects to use this technology in the development of new products for its Wound & Surgical business. In addition, MIMEDX is acquiring the commercial rights to Turn’s particulate collagen matrix product, FleX™ AM, contingent upon Turn’s receipt of US Food and Drug Administration (“FDA”) 510(k) clearance, which is expected in 2023. FleX AM is an absorbent, particulate bovine collagen powder product that incorporates antimicrobial properties to neutralize absorbed microbes and prevent proliferation. Under the terms of the License Agreement, MIMEDX has exclusive rights to use the Turn intellectual property in the wound care, burn, and surgical fields. Turn will receive an upfront cash payment of $1 million from MIMEDX and is entitled to future payments upon the meeting of regulatory and product commercial milestones, including $9.55 million contingent upon Turn obtaining FDA 510(k) clearance for its FleX product, along with royalties on the sales of such products.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIMEDX GROUP, INC. | ||||||
| Date: December 8, 2022 | By: | /s/ William “Butch” Hulse | ||||
| William “Butch” Hulse EVP, CAO & General Counsel | ||||||
Document and Entity Information |
Dec. 08, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Address, State or Province | GA |
| Amendment Flag | false |
| Entity Central Index Key | 0001376339 |
| Document Type | 8-K |
| Document Period End Date | Dec. 08, 2022 |
| Entity Registrant Name | MIMEDX GROUP, INC. |
| Entity Incorporation State Country Code | FL |
| Entity File Number | 001-35887 |
| Entity Tax Identification Number | 26-2792552 |
| Entity Address, Address Line One | 1775 West Oak Commons Ct. |
| Entity Address, Address Line Two | NE |
| Entity Address, City or Town | Marietta |
| Entity Address, Postal Zip Code | 30062 |
| City Area Code | (770) |
| Local Phone Number | 651-9100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value per share |
| Trading Symbol | MDXG |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |