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Price
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These terms and conditions govern your use of the website alphaminr.com and its related services.
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time.
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scrape data from Alphaminr.
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TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
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R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Florida
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26-2792552
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification Number)
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60 Chastain Center Boulevard, Suite 60
Kennesaw, GA
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30144
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
£
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Accelerated filer
£
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Non-accelerated filer
£
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Smaller reporting Company
R
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(Do not check if a smaller reporting company)
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3
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3
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18
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33
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33
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33
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33
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34
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34
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34
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35
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44
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45
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77
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77
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77
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78
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78
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78
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78
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78
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78
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79
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79
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83
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Ÿ
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Structural proteins:
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o
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Collagen types IV, V, and VII
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o
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Elastin
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Ÿ
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Specialized proteins:
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o
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Fibrillin
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o
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Fibronectin
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o
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Laminins
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o
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TIMPs 1,2,4, Tissue Inhibitor of Metalloproteinase 1, 2, 4
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Ÿ
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Growth Factors:
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o
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Epidermal Growth Factor (EGF)
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o
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Transforming Growth Factor Beta
(TGF-β)
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o
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Fibroblast Growth Factor (FGF)
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o
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Platelet Derived Growth Factors A & B (PDGF A&B)
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•
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Initial tests of cross-linked fibers appear to demonstrate they are stronger than existing collagenous tissue, including healthy tendons and ligaments. These fibers form the fundamental unit from which a variety of devices could be configured as follows:
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Linear and braided arrays for tendon and ligament repair
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Cross-helical arrays forming tubular structures that also can be cut to form flat patches
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Woven meshes for general surgical use;
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•
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CollaFix
TM
biomaterials have been tested and results preliminarily suggest that the materials are biocompatible and biodegradable;
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•
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CollaFix
TM
Biomaterials coupled with MiMedx proprietary NDGA (nordihydroguaiaretic acid) polymerization can be used to coat synthetic indwelling medical devices to improve their biocompatibility;
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•
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NDGA treatment of xenograft (animal in origin) and allograft (human in origin) materials could make them more biocompatible and possibly improve functional lifetime; and
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•
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Cross-linked collagen-based biorivets have the potential to be used for bone fracture fixation.
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Cell based
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Requires special handling to minimize damage to the tissue
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Requires special shipping and storage -80°C or refrigeration.
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Some require special thawing procedures taking up staff resources
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Limited to only one size creating tremendous waste
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The HCT/P must be minimally manipulated;
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The HCT/P must be intended for homologous use (defined as the product performing the same basic function in the donor and in the recipient);
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The HCT/P must not be not combined with another article; and
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The HCT/P must not have a systemic effect and is not dependent on the metabolism of living cells for its primary function.
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product design and development;
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product testing;
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product manufacturing;
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product labeling;
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product storage;
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premarket clearance or approval;
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advertising and promotion;
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product sales and distribution; and
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Medical device reporting/Vigilance reporting.
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fines, injunctions, and civil penalties;
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recall or seizure of our products;
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operating restrictions, partial suspension or total shutdown of production;
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•
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refusing our requests for 510(k) clearance or PMA approval of new products;
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withdrawing 510(k) clearance or PMA approvals already granted; and
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•
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criminal prosecution.
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Ÿ
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the revenue generated by sales of our products;
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Ÿ
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the costs associated with expanding our sales and marketing efforts, including efforts to hire independent agents and sales representatives;
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Ÿ
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the expenses we incur in developing and commercializing our products, including the cost of obtaining and maintaining FDA or other regulatory clearances and approvals for our HydroFix
®
and CollaFix
TM
products; and
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Ÿ
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general and administrative expenses.
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•
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products which have been approved by regulatory authorities for use in the United States and/or Europe and which are supported by long-term clinical data;
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•
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significantly greater name recognition;
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•
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established relations with surgeons, hospitals, other healthcare providers and third party payors;
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large and established distribution networks in the United States and/or in international markets;
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greater experience in obtaining and maintaining regulatory approvals and/or clearances from the United States Food and Drug Administration and other regulatory agencies;
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more expansive portfolios of intellectual property rights; and
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greater financial, managerial and other resources for products research and development, sales and marketing efforts and protecting and enforcing intellectual property rights.
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Ÿ
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the announcement or introduction of new products by our competitors;
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our ability to upgrade and develop our systems and infrastructure to accommodate growth;
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our ability to attract and retain key personnel in a timely and cost effective manner;
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technical difficulties;
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the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure;
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regulation by federal, state or local governments; and
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Ÿ
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general economic conditions as well as economic conditions specific to the healthcare industry.
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•
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we may not be able to obtain regulatory clearance or approvals for such products, or the approved indication may be narrower than we seek;
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such products may not prove to be safe and effective in preclinical or clinical trials;
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physicians or hospitals may not receive any reimbursement from third party payors, or the level of reimbursement may be insufficient to support widespread adoption of such products;
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we may experience delays in our development programs;
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any products that are approved may not be accepted in the marketplace by physicians or patients;
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we may not be able to manufacture any such products in commercial quantities or at an acceptable cost; and
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rapid technological change may make such products obsolete.
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We may be required to relinquish important rights to our products;
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We may not be able to control the amount and timing of resources that our distributors may devote to the commercialization of our products;
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Our distributors may experience financial difficulties; and
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Business combinations or significant changes in a distributor’s business strategy may also adversely affect a distributor’s willingness or ability to complete its obligations under any arrangement.
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their lack of experience with prior procedures in the field using our products;
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lack of evidence supporting additional patient benefits and our products over conventional methods;
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perceived liability risks generally associated with the use of new products and procedures;
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limited availability of reimbursement from third party payors; and
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•
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the time that must be dedicated to training.
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Ÿ
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Fluctuations in currency exchange rates;
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Ÿ
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Regulatory, product approval and reimbursement requirements;
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Ÿ
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Tariffs and other trade barriers;
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Greater difficulty in accounts receivable collection and longer collection periods;
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Ÿ
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Difficulties and costs of managing foreign distributors;
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Ÿ
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Reduced protection for intellectual property rights in some countries;
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Ÿ
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Burdens of complying with a wide variety of foreign laws;
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The impact of recessions in economies outside the U.S.; and
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Ÿ
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Political and economic instability
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Ÿ
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U.S. Export regulatory restrictions
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Ÿ
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failure to obtain approval from the FDA or any foreign regulatory authority to commence an investigational study;
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Ÿ
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conditions imposed on us by the FDA or any foreign regulatory authority regarding the scope or design of our clinical trials;
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delays in obtaining or in our maintaining required approvals from institutional review boards or other reviewing entities at clinical sites selected for participation in our clinical trials;
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Ÿ
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insufficient supply of our products or other materials necessary to conduct our clinical trials;
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difficulties in enrolling patients in our clinical trials;
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Ÿ
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negative or inconclusive results from clinical trials, or results that are inconsistent with earlier results, that necessitate additional clinical studies;
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Ÿ
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serious or unexpected side effects experienced by patients in whom our products are implanted; or
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Ÿ
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failure by any of our third-party contractors or investigators to comply with regulatory requirements or meet other contractual obligations in a timely manner.
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Ÿ
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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Ÿ
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customer notifications for repair, replacement, refunds;
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Ÿ
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recall, detention or seizure of our products;
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Ÿ
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operating restrictions or partial suspension or total shutdown of production;
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Ÿ
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refusing or delaying our requests for 510(k) clearance or premarket approval of new products or modified products;
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Ÿ
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withdrawing 510(k) clearances on PMA approvals that have already been granted;
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Ÿ
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refusal to grant export approval for our products; or
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Ÿ
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criminal prosecution.
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Ÿ
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Fluctuations in stock market prices and trading volumes of similar companies or of the markets generally;
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Ÿ
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Our ability to successfully launch, market and earn significant revenue from our products;
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Ÿ
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Our ability to obtain additional financing to support our continuing operations;
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Ÿ
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Disclosure of the details and results of regulatory applications and proceedings;
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Ÿ
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Changes in government regulation;
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Ÿ
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Additions or departures of key personnel;
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Ÿ
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Our investments in research and development or other corporate resources;
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Ÿ
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Announcements of technological innovations or new commercial products or services by us or our competitors;
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Developments in the patents or other proprietary rights owned or licensed by us or our competitors;
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The timing of new product introductions;
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Actual or anticipated fluctuations in our operating results, including any restatements of previously reported results;
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Our ability to effectively and consistently manufacture our products and avoid costs associated with the recall of defective or potentially defective products;
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Our ability and the ability of our distribution partners to market and sell our products;
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Ÿ
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Changes in distribution channels; and
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The ability of our vendors to effectively and timely deliver necessary materials and product components.
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make a special written suitability determination for the purchaser;
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Ÿ
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receive the purchaser’s written agreement to a transaction prior to sale;
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Ÿ
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provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies;
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obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has received the required risk disclosure document before a transaction in a “penny stock” can be completed; and
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give bid and offer quotations and broker and salesperson compensation information to the customer orally or in writing before or with the confirmation.
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Ÿ
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authorizing the issuance of preferred stock which can be created and issued by the Board of Directors without prior common stock shareholder approval, with rights senior to those of the common stock;
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restricting persons who may call shareholder meetings; and
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allowing the Board to fill vacancies and to fix the number of directors.
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Year ended December 31, 2011
|
High
|
Low
|
||||||
|
First Quarter
|
$ | 1.42 | $ | 1.04 | ||||
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Second Quarter
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1.15 | 0.76 | ||||||
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Third Quarter
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1.39 | 1.00 | ||||||
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Fourth Quarter
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1.25 | 1.00 | ||||||
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Year ended December 31, 2010
|
High
|
Low
|
||||||
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First Quarter
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$ | 1.75 | $ | 0.75 | ||||
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Second Quarter
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1.55 | 1.00 | ||||||
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Third Quarter
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1.48 | 0.99 | ||||||
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Fourth Quarter
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1.35 | 0.80 | ||||||
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Payments due by period
|
||||||||||||||||||||
|
less than
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More than
|
|||||||||||||||||||
|
Contractual Obligations
|
TOTAL
|
1 year
|
1-3 years
|
3-5 years
|
5 years
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|||||||||||||||
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Convertible senior secured promissory notes
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$ | 5,000,000 | — | 5,000,000 | — | — | ||||||||||||||
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Convertible debt, line of credit with related party
|
1,300,000 | 1,300,000 | — | — | — | |||||||||||||||
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Convertible debt, note related to acquisition of SB
|
1,250,000 | 1,250,000 | — | — | — | |||||||||||||||
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Employment agreements
|
483,934 | 483,934 | - | — | — | |||||||||||||||
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Operating lease obligations
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901,236 | 480,244 | 420,992 | — | — | |||||||||||||||
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Royalty payments
|
140,000 | 45,000 | 95,000 | — | — | |||||||||||||||
| $ | 9,075,170 | 3,559,178 | 5,515,992 | — | — | |||||||||||||||
|
Year Ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net Loss (Per GAAP)
|
$ | (10,193,986 | ) | $ | (11,419,753 | ) | ||
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Add back:
|
||||||||
|
Income Taxes
|
- | - | ||||||
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Financing expense associated with warrants issued in connection with convertible promissory note
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- | 595,679 | ||||||
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Financing (expense) associated with beneficial conversion of hybrid debt instrument
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- | 287,448 | ||||||
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Financing expense associated with beneficial conversion of note payable issued in conjunction with acquisition
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266,991 | - | ||||||
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Financing expense associated with beneficial conversion of Line of Credit with Related Party
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33,254 | - | ||||||
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Financing expense associated with beneficial conversion of Senior Secured Promissory Notes
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14,907 | - | ||||||
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Other interest expense, net
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117,818 | 3,970 | ||||||
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Depreciation Expense
|
446,502 | 444,259 | ||||||
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Amortization Expense
|
1,335,908 | 667,932 | ||||||
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Employee Share Based Compensation
|
1,307,869 | 996,307 | ||||||
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Other Share Based Compensation
|
351,214 | 174,354 | ||||||
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Loss Before Interest, Taxes, Depreciation, Amortization and
|
||||||||
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Share Based Compensation
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$ | (6,319,523 | ) | $ | (8,249,804 | ) | ||
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Report of Independent Registered Public Accounting Firm
|
46
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|
Consolidated Balance Sheets – As of December 31, 2011 and December 2010
|
47
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|
Consolidated Statements of Operations – For the years ended December 31, 2011 and 2010
|
48
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|
Consolidated Statements of Stockholders’ Equity – For the Years ended December 31, 2011 and 2010
|
49
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|
Consolidated Statements of Cash Flows – For the years ended December 31, 2011 and 2010
|
50
|
|
Notes to Consolidated Financial Statements
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52
|
|
ASSETS
|
||||||||
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December 31,
|
||||||||
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2011
|
2010
|
|||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 4,112,326 | $ | 1,340,922 | ||||
|
Accounts receivable, net
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1,891,919 | 162,376 | ||||||
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Inventory, net
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712,602 | 111,554 | ||||||
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Prepaid expenses and other current assets
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164,664 | 90,946 | ||||||
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Total current assets
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6,881,511 | 1,705,798 | ||||||
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Property and equipment, net of accumulated depreciation of $1,814,473and $1,392,704, respectively
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869,411 | 756,956 | ||||||
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Goodwill
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4,040,443 | 857,597 | ||||||
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Intangible assets, net of accumulated amortization of $3,468,515and $2,132,606, respectively
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15,090,485 | 3,929,394 | ||||||
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Deposits and other long term assets
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214,342 | 102,500 | ||||||
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Total assets
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$ | 27,096,192 | $ | 7,352,245 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
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Current liabilities:
|
||||||||
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Accounts payable and accrued expenses
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$ | 2,300,638 | $ | 848,285 | ||||
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Convertible notes, plus accrued interest of $3,432
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- | 403,432 | ||||||
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Deferred rent current
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6,620 | - | ||||||
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Convertible line of credit with related party, net of unamortized discount of $46,746 plus accrued interest of $42,726
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1,295,980 | - | ||||||
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Convertible debt related to acquisition, net of unamortized discount of $170,509 plus accrued interest of $49,315
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1,128,806 | - | ||||||
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Current portion of earn-out liability payable In MiMedx common stock
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3,185,223 | - | ||||||
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Total current liabilities
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7,917,267 | 1,251,717 | ||||||
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Earn-out liability payable in MiMedx common stock, net of current portion
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4,225,280 | - | ||||||
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Convertible Senior Secured Promissory Notes, net of unamortized discount of $2,263,145 plus accrued interest of $7,732
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2,744,587 | - | ||||||
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Other liabilities
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312,493 | - | ||||||
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Total liabilities
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15,199,627 | 1,251,717 | ||||||
|
Commitments and contingency (Note 15)
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- | - | ||||||
|
Stockholders' equity:
|
||||||||
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Preferred stock; $.001 par value; 5,000,000 shares authorized and 0 shares issued and outstanding
|
- | - | ||||||
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Common stock; $.001 par value; 100,000,000 shares authorized;74,306,895 issued and 74,256,895 outstanding for 2011 and 64,381,910 issued and 64,331,910 outstanding for 2010
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74,307 | 64,382 | ||||||
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Additional paid-in capital
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73,868,604 | 57,888,506 | ||||||
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Treasury stock (50,000 shares at cost)
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(25,000 | ) | (25,000 | ) | ||||
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Accumulated deficit
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(62,021,346 | ) | (51,827,360 | ) | ||||
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Total stockholders' equity
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11,896,565 | 6,100,528 | ||||||
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Total liabilities and stockholders' equity
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$ | 27,096,192 | $ | 7,352,245 | ||||
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Years Ended December 31,
|
||||||||
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2011
|
2010
|
|||||||
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REVENUES:
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||||||||
|
Net sales
|
$ | 7,760,446 | $ | 544,155 | ||||
|
Grant revenue
|
- | 244,719 | ||||||
|
Total revenue
|
7,760,446 | 788,874 | ||||||
|
OPERATING COSTS AND EXPENSES:
|
||||||||
|
Cost of products sold
|
3,154,594 | 1,720,063 | ||||||
|
Research and development expenses
|
2,602,751 | 2,753,331 | ||||||
|
Selling, general and administrative expenses
|
11,764,117 | 6,848,135 | ||||||
|
LOSS FROM OPERATIONS
|
(9,761,016 | ) | (10,532,655 | ) | ||||
|
OTHER INCOME (EXPENSE), net
|
||||||||
|
Financing expense associated with warrants issued in connection with convertible promissory note
|
- | (287,449 | ) | |||||
|
Interest (expense) income, net
|
(432,970 | ) | (599,649 | ) | ||||
|
LOSS BEFORE INCOME TAXES
|
(10,193,986 | ) | (11,419,753 | ) | ||||
|
Income taxes
|
- | - | ||||||
|
NET LOSS
|
$ | (10,193,986 | ) | $ | (11,419,753 | ) | ||
|
Net loss per common share
|
||||||||
|
Basic and diluted
|
$ | (0.14 | ) | $ | (0.19 | ) | ||
|
Shares used in computing net loss per common share
|
||||||||
|
Basic and diluted
|
72,450,337 | 59,138,357 | ||||||
|
Convertible
|
||||||||||||||||||||||||||||||||
|
Preferred Stock
|
Additional
|
|||||||||||||||||||||||||||||||
|
Series A
|
Common Stock
|
Paid-in
|
Treasury
|
Accumulated
|
||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
|
Deficit
|
Total
|
|||||||||||||||||||||||||
|
Balances, December 31, 2009
|
- | $ | - | 50,002,887 | $ | 50,003 | $ | 46,454,482 | $ | (25,000 | ) | $ | (40,407,607 | ) | $ | 6,071,878 | ||||||||||||||||
|
Employee share-based compensation expense
|
- | - | - | - | 996,307 | - | - | 996,307 | ||||||||||||||||||||||||
|
Other share-based compensation expense
|
- | - | - | - | 174,354 | - | - | 174,354 | ||||||||||||||||||||||||
|
Beneficial conversion feature recognized on convertible debt
|
- | - | - | - | 287,448 | - | - | 287,448 | ||||||||||||||||||||||||
|
Sale of common stock and warrants (net of $67,980 of offering costs)
|
- | - | 3,713,433 | 3,713 | 3,118,307 | - | - | 3,122,020 | ||||||||||||||||||||||||
|
Exercise of stock options
|
- | - | 210,250 | 211 | 154,915 | - | - | 155,126 | ||||||||||||||||||||||||
|
Exercise of warrants
|
- | - | 3,219,348 | 3,219 | 3,216,130 | - | - | 3,219,349 | ||||||||||||||||||||||||
|
Shares issued in conjunction with conversion of convertible debt
|
- | - | 7,235,992 | 7,236 | 3,486,563 | - | - | 3,493,799 | ||||||||||||||||||||||||
|
Net loss for the peiod
|
- | - | - | - | - | - | (11,419,753 | ) | (11,419,753 | ) | ||||||||||||||||||||||
|
Balances, December 31, 2010
|
- | - | 64,381,910 | 64,382 | 57,888,506 | (25,000 | ) | (51,827,360 | ) | 6,100,528 | ||||||||||||||||||||||
|
Employee share-based compensation expense
|
- | - | - | - | 1,307,869 | - | - | 1,307,869 | ||||||||||||||||||||||||
|
Other share-based compensation expense
|
- | - | - | - | 351,214 | - | - | 351,214 | ||||||||||||||||||||||||
|
Exercise of stock options
|
- | - | 490,000 | 490 | 295,263 | - | - | 295,753 | ||||||||||||||||||||||||
|
Sale of common stock and warrants (net of $47,733 of offering costs)
|
- | - | 3,778,321 | 3,779 | 3,726,808 | - | - | 3,730,587 | ||||||||||||||||||||||||
|
Shares issued in conjunction with conversion of convertible debt
|
- | - | 406,664 | 406 | 406,257 | - | - | 406,663 | ||||||||||||||||||||||||
|
Shares issued in conjunction with acquisition of Surgical Biologics, LLC
|
- | - | 5,250,000 | 5,250 | 7,082,250 | - | - | 7,087,500 | ||||||||||||||||||||||||
|
Beneficial conversion feature recognized on convertible debt
|
- | - | - | - | 2,715,552 | - | - | 2,715,552 | ||||||||||||||||||||||||
|
Warrants issued in conjunction with convertible promissory notes
|
- | - | - | - | 14,885 | - | - | 14,885 | ||||||||||||||||||||||||
|
Discount on benefical conversion feature recognized on line of credit with related party
|
- | - | - | - | 80,000 | - | - | 80,000 | ||||||||||||||||||||||||
|
Net loss for the peiod
|
- | - | - | - | - | - | (10,193,986 | ) | (10,193,986 | ) | ||||||||||||||||||||||
|
Balances, December 31, 2011
|
- | $ | - | 74,306,895 | $ | 74,307 | $ | 73,868,604 | $ | (25,000 | ) | $ | (62,021,346 | ) | $ | 11,896,565 | ||||||||||||||||
|
Years Ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$ | (10,193,986 | ) | $ | (11,419,753 | ) | ||
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
||||||||
|
Depreciation
|
446,502 | 444,259 | ||||||
|
Amortization of intangible assets
|
1,335,908 | 667,932 | ||||||
|
Amortization of debt discount and deferred financing costs
|
315,152 | 599,001 | ||||||
|
Employee share-based compensation expense
|
1,307,869 | 996,307 | ||||||
|
Other share-based compensation expense
|
351,214 | 174,354 | ||||||
|
Change in fair value of earn-out liability
|
5,803 | - | ||||||
|
Financing expense associated with warrants issued in connection with convertible promissory note
|
- | 287,448 | ||||||
|
Increase (decrease) in cash resulting from changes in (net of effects of acquisition):
|
||||||||
|
Accounts receivable
|
(1,208,456 | ) | (162,376 | ) | ||||
|
Inventory
|
(253,942 | ) | (80,634 | ) | ||||
|
Prepaid expenses and other current assets
|
(70,980 | ) | 30,331 | |||||
|
Other assets
|
(80,375 | ) | 86,702 | |||||
|
Accounts payable and accrued expenses
|
1,256,251 | 218,936 | ||||||
|
Accrued interest
|
107,886 | - | ||||||
|
Other liabilities
|
16,383 | - | ||||||
|
Net cash flows from operating activities
|
(6,664,771 | ) | (8,157,493 | ) | ||||
|
Cash flows from investing activities:
|
||||||||
|
Purchases of equipment
|
(486,091 | ) | (151,617 | ) | ||||
|
Proceeds from REBA grant
|
250,000 | - | ||||||
|
Cash paid for acquisition, net of cash aquired of $33,583
|
(466,417 | ) | - | |||||
|
Net cash flows from investing activities
|
(702,508 | ) | (151,617 | ) | ||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from Senior Secured Promissory Notes
|
5,000,000 | - | ||||||
|
Proceeds from Note Payable with related party
|
1,300,000 | - | ||||||
|
Proceeds from Bridge Loan
|
- | 500,000 | ||||||
|
Repayment of Line of Credit
|
(99,000 | ) | - | |||||
|
Repayment of Notes Payable
|
(88,657 | ) | - | |||||
|
Proceeds from sale of common stock and warrants and common stock with registration rights, net
|
3,730,587 | 3,122,020 | ||||||
|
Proceeds from exercise of stock options
|
295,753 | 155,126 | ||||||
|
Proceeds from exercise of warrants
|
- | 3,219,349 | ||||||
|
Net cash flows from financing activities
|
10,138,683 | 6,996,495 | ||||||
|
Net change in cash
|
2,771,404 | (1,312,615 | ) | |||||
|
Cash, beginning of period
|
1,340,922 | 2,653,537 | ||||||
|
Cash, end of period
|
$ | 4,112,326 | $ | 1,340,922 | ||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash paid for interest
|
$ | 15,456 | $ | 8,330 | ||||
|
Cash paid for income taxes
|
$ | - | $ | - | ||||
|
*
|
the Company converted its outstanding convertible debt and accrued interest to equity by issuing 406,664 shares of common stock
|
|
*
|
the Company issued 5,250,000 shares of stock valued at $7,087,500 and issued convertible secured promissory notes for $1,250,000 in conjunction with its acquisition of Surgical Biologics
|
|
*
|
the Company recognized a beneficial conversion feature valued at $437,500 related to the convertible debt issued with regard to its acquisition of Surgical Biologics, LLC
|
|
*
|
the Company recognized a beneficial conversion feature valued at $80,000 related to the convertible debt issued with regard the Note Payable to related party
|
|
*
|
the Company recognized a beneficial conversion feature valued at $2,278,052 related to the convertible debt issued with regard to the Senior Secured Promissory Notes
|
|
*
|
the Company issued warrants valued at $14,885 for placement fees associated with the Senior Secured Promissory Notes
|
|
*
|
the Company issued 500,000 warrants in conjunction with the issuance of Hybrid Debt instruments valued at $141,974
|
|
*
|
the Company recognized a beneficial conversion feature valued at $145,474 related to the Hybrid Debt instruments
|
|
*
|
the Company recognized the amortization of debt discount and deferred financing costs related to the conversion of convertible debt in the amount of $599,001
|
|
Year ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net loss
|
$ | (10,193,986 | ) | $ | (11,419,753 | ) | ||
|
Denominator for basic earnings per share - weighted average shares
|
72,450,337 | 59,138,357 | ||||||
|
Effect of dilutive securities: Stock options and warrants outstanding and convertible debt
(a)
|
— | — | ||||||
|
Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities
|
72,450,337 | 59,138,357 | ||||||
|
Loss per common share - basic and diluted
|
$ | (0.14 | ) | $ | (0.19 | ) | ||
|
(a)
|
Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows:
|
|
December 31, 2011
|
December 31, 2010
|
|||||||
|
Outstanding Stock Options
|
10,333,583 | 8,257,650 | ||||||
|
Outstanding Warrants
|
9,388,817 | 6,003,924 | ||||||
|
Convertible Debt, promissory notes
|
5,007,732 | 403,432 | ||||||
|
Convertible Line of Credit with Related Party
|
1,342,726 | — | ||||||
|
Convertible Debt, Acquisition
|
1,299,315 | — | ||||||
| 27,372,173 | 14,665,006 | |||||||
|
(*)
|
The table above excludes all securities with contingencies including the earnout liability and contingent warrants.
|
|
3.
|
Liquidity and management’s plans
|
|
Value of 5,250,000 shares issued at $1.35 per share
|
$ | 7,087,500 | ||
|
Cash paid at closing
|
350,000 | |||
|
Cash retained for working capital
|
150,000 | |||
|
Assumed Debt
|
182,777 | |||
|
Convertible Secured Promissory Note
|
1,250,000 | |||
|
Fair value of earn-out
|
7,404,700 | |||
|
Total fair value of purchase price
|
$ | 16,424,977 | ||
|
Assets purchased:
|
||||
|
Tangible assets:
|
||||
|
Debt-free working capital
|
$ | 671,880 | ||
|
Other assets, net
|
385 | |||
|
Property, plant and equipment
|
72,866 | |||
| 745,131 | ||||
|
Intangible assets:
|
||||
|
Customer relationships
|
3,520,000 | |||
|
Supplier relationships
|
241,000 | |||
|
Patents and know-how
|
5,530,000 | |||
|
Trade names and trademarks
|
1,008,000 | |||
|
In-process research and development – liquid
|
2,160,000 | |||
|
In-process research and development – other
|
25,000 | |||
|
Licenses and permits
|
13,000 | |||
| 12,497,000 | ||||
|
Goodwill
|
3,182,846 | |||
|
Total Assets Purchased
|
$ | 16,424,977 | ||
|
Working capital:
|
||||
|
Cash
|
$ | 33,583 | ||
|
Prepaid Expenses
|
2,738 | |||
|
Accounts Receivable
|
181,087 | |||
|
License Receivable
|
340,000 | |||
|
Inventory
|
347,106 | |||
|
Accounts payable and accrued expenses
|
(196,101 | ) | ||
|
Deferred rent and customer deposits
|
(36,533 | ) | ||
|
Debt-free working capital
|
671,880 | |||
|
Current portion of debt
|
(62,590 | ) | ||
|
Long-term debt
|
(21,187 | ) | ||
|
Line of credit
|
(99,000 | ) | ||
|
Net working capital
|
$ | 489,103 | ||
|
Deposits
|
$ | 16,582 | ||
|
Deferred rent (non-current)
|
(16,197 | ) | ||
| $ | 385 | |||
| Estimated useful | |
|
Intangible asset:
|
life (in years)
|
|
Customer relationships
|
14
|
|
Supplier relationships
|
14
|
|
Patents and know-how
|
14
|
|
Trade names and trademarks
|
indefinite
|
|
In-process research and development – liquid
|
indefinite
|
|
In-process research and development – other
|
indefinite
|
|
Licenses and permits
|
3
|
|
Year ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenues
|
$ | 7,760,446 | $ | 2,996,087 | ||||
|
Net income (loss)
|
$ | (9,958,271 | ) | $ | (12,408,448 | ) | ||
|
(Loss) per share
|
$ | (0.14 | ) | $ | (0.19 | ) | ||
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Raw materials
|
$ | 95,288 | $ | 61,332 | ||||
|
Work in process
|
308,763 | 42,241 | ||||||
|
Finished goods
|
361,007 | 36,488 | ||||||
| $ | 765,058 | $ | 140,061 | |||||
|
Reserve for obsolescence
|
(52,456 | ) | (28,507 | ) | ||||
|
Inventory, net
|
$ | 712,602 | $ | 111,554 | ||||
|
6.
|
Property and equipment
|
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Leasehold improvements
|
$ | 925,086 | $ | 793,900 | ||||
|
Lab and clean room equipment
|
931,432 | 506,917 | ||||||
|
Furniture and equipment
|
827,366 | 848,843 | ||||||
| 2,683,884 | 2,149,660 | |||||||
|
Less accumulated depreciation
|
(1,814,473 | ) | (1,392,704 | ) | ||||
| $ | 869,411 | $ | 756,956 | |||||
|
(*)
|
The table above includes adjustments for asset retirements during the year ended December 31, 2011, of fully depreciated equipment of approximately $25,000.
|
|
7.
|
Intangible assets and royalty agreement
|
|
December 31, 2011
|
December 31, 2010
|
||||||||||||||||||||||||
|
Weighted
Average
Amortization
Lives
|
Gross
Carrying
Value
|
Accumulated
Amortization
|
Net
Carrying
Value
|
Gross
Carrying
Value
|
Accumulated
Amortization
|
Net
Carrying
Value
|
|||||||||||||||||||
| Intangible assets subject to amortization: | |||||||||||||||||||||||||
|
License-Shriners Hsp for Children & USF Research
(a)
|
10 years
|
$ | 996,000 | $ | (488,033 | ) | $ | 507,967 | $ | 996,000 | $ | (388,433 | ) | $ | 607,567 | ||||||||||
|
License - SaluMedica LLC Spine Repair
(b)
|
10 years
|
2,399,000 | (1,313,573 | ) | 1,085,427 | 2,399,000 | (1,017,557 | ) | 1,381,443 | ||||||||||||||||
|
License - Polyvinyl Alcohol Cryogel
(c)
|
10 years
|
2,667,000 | (998,932 | ) | 1,668,068 | 2,667,000 | (726,616 | ) | 1,940,384 | ||||||||||||||||
|
Customer Relationships
(d)
|
14 years
|
3,520,000 | (251,429 | ) | 3,268,571 | — | — | — | |||||||||||||||||
|
Supplier Relationships
(d)
|
14 years
|
241,000 | (17,215 | ) | 223,785 | — | — | — | |||||||||||||||||
|
Patents & Know-How
(d)
|
14 years
|
5,530,000 | (395,000 | ) | 5,135,000 | — | — | — | |||||||||||||||||
|
Licenses/Permits
(d)
|
3 years
|
13,000 | (4,333 | ) | 8,667 | — | — | — | |||||||||||||||||
| 15,366,000 | (3,468,515 | ) | 11,897,485 | 6,062,000 | (2,132,606 | ) | 3,929,394 | ||||||||||||||||||
|
Trade Names/Trademarks
(d)
|
indefinite
|
1,008,000 | — | 1,008,000 | — | — | — | ||||||||||||||||||
|
In-process Research & Development-Liquid
(d)
|
indefinite
|
2,160,000 | — | 2,160,000 | — | — | — | ||||||||||||||||||
|
In-process Research & Development-Other
(d)
|
indefinite
|
25,000 | — | 25,000 | — | — | — | ||||||||||||||||||
| $ | 18,559,000 | $ | (3,468,515 | ) | $ | 15,090,485 | $ | 6,062,000 | $ | (2,132,606 | ) | $ | 3,929,394 | ||||||||||||
|
(a)
|
On January 29, 2007, the Company acquired a license from Shriner’s Hospitals for Children and University of South Florida Research Foundation, Inc. which is further discussed in Note 1. The acquisition price of this license was a one-time fee of $100,000 and 1,120,000 shares of common stock valued at $896,000 (based upon the estimated fair value of the common stock on the transaction date). Within thirty days after the receipt by the Company of approval by the FDA allowing the sale of the first licensed product, the Company is required to pay an additional $200,000 to the licensor. This amount is not recorded as a liability as of December 31, 2009 or 2010, based on its contingent nature. The Company will also be required to pay a royalty of 3% on all commercial sales revenue of the licensed products.
|
|
(b)
|
License from SaluMedica, LLC (SaluMedica) for the use of certain developed technologies related to spine repair. This license was acquired through the acquisition of SpineMedica Corp.
|
|
(c)
|
On March 31, 2008, the Company entered into a license agreement for the use of certain developed technologies related to surgical sheets made of polyvinyl alcohol cryogel. The acquisition price of the asset was 400,000 shares of common stock valued at $2,596,000 (based upon the closing price of the common stock on the transaction date). The agreement also provides for the issuance of an additional 600,000 shares upon the Company meeting certain milestones related to future sales. On December 31, 2009 the Company completed the sale of its first commercial product and met its first milestone under this agreement. As a result the Company issued 100,000 shares of common stock to the licensor valued at $71,000. At December 31, 2011 or 2010, there are no additional amounts accrued for this obligation due to its contingent nature.
|
|
(d)
|
On January 5, 2011, the Company acquired the equity interests of Surgical Biologics, LLC which is further discussed in Notes 1 and 4. An appraisal of the fair value of certain identified intangible assets of Surgical Biologics acquired by the Company was performed in accordance with ASC 805 as of the date of acquisition.
|
|
Estimated
|
||||
|
Amortization
|
||||
|
Year ending December 31,
|
Expense
|
|||
|
2012
|
$ | 1,335,909 | ||
|
2013
|
1,335,909 | |||
|
2014
|
1,331,575 | |||
|
2015
|
1,225,337 | |||
|
2016
|
1,024,843 | |||
|
Thereafter
|
5,643,912 | |||
| $ | 11,897,485 | |||
|
October 20
|
October 21
|
November 4
|
||||||||||
|
Term
|
3 Years
|
3 Years
|
3 Years
|
|||||||||
|
Volatility
|
58.75% | 58.77% | 58.31% | |||||||||
|
Interest Rate
|
1.11% | 1.15% | 1.04% | |||||||||
|
11.
|
Stockholders’ equity
|
|
Number of
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
|
Outstanding at January 1, 2010
|
6,182,500 | $ | 1.10 | |||||||||||||
|
Granted
|
2,385,400 | $ | 1.40 | |||||||||||||
|
Exercised
|
(210,250 | ) | $ | 0.74 | ||||||||||||
|
Forfeited or cancelled
|
(100,000 | ) | $ | 0.88 | ||||||||||||
|
Outstanding at December 31, 2010
|
8,257,650 | $ | 1.20 | 6.3 | $ | 2,833,198 | ||||||||||
|
Vested or expected to vest at December 31, 2010
|
5,577,863 | $ | 1.22 | 5.3 | $ | 2,015,963 | ||||||||||
|
Outstanding at January 1, 2011
|
8,257,650 | $ | 1.20 | |||||||||||||
|
Granted
|
3,918,500 | $ | 1.17 | |||||||||||||
|
Exercised
|
(490,000 | ) | $ | 0.60 | ||||||||||||
|
Forfeited or cancelled/expired
|
(1,352,567 | ) | $ | 1.55 | ||||||||||||
|
Outstanding at December 31, 2011
|
10,333,583 | $ | 1.17 | 7.1 | $ | 1,457,218 | ||||||||||
|
Vested or expected to vest at December 31, 2011
|
6,000,497 | $ | 1.16 | 5.7 | $ | 1,257,772 | ||||||||||
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
|
Range of Exercise Prices
|
Number outstanding
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
Weighted-
Average
Exercise Price
|
Number Exercisable
|
Weighted-
Average
Exercise Price
|
|||||||||||||||||
| $ | 0.50 | 587,250 | 2.9 | $ | 0.50 | 513,268 | $ | 0.50 | ||||||||||||||
| $ | 0.65 - $1.00 | 2,967,500 | 5.7 | $ | 0.79 | 2,730,224 | $ | 0.79 | ||||||||||||||
| $ | 1.04 - $1.80 | 6,228,833 | 8.8 | $ | 1.30 | 2,207,005 | $ | 1.45 | ||||||||||||||
| $ | 2.40 | 550,000 | 0.7 | $ | 2.40 | 550,000 | $ | 2.40 | ||||||||||||||
| 10,333,583 | 7.1 | $ | 1.17 | 6,000,497 | $ | 1.16 | ||||||||||||||||
|
Unvested Stock Options
|
Number of
Shares
|
Weighted-
Average
Grant Date Fair Value
|
||||||
|
Unvested at January 1, 2011
|
2,679,787 | $ | 0.87 | |||||
|
Granted
|
3,918,500 | $ | 0.63 | |||||
|
Cancelled/expired
|
(1,352,567 | ) | $ | 0.59 | ||||
|
Vested
|
(912,634 | ) | $ | 0.81 | ||||
|
Unvested at December 31, 2011
|
4,333,086 | $ | 0.72 | |||||
|
Year ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Expected volatility
|
57.3-58.1 | % | 57.9-60.2 | % | ||||
|
Expected life (in years)
|
6 | 6 | ||||||
|
Expected dividend yield
|
— | — | ||||||
|
Risk-free interest rate
|
0.86% - 2.24 | % | 1.15% - 2.75 | % | ||||
|
Number of
Warrants
|
Weighted-
Average
Exercise Price per Warrant
|
Number of
Contingent Warrants
|
Weighted-
Average
Exercise Price per ContingentWarrant
|
|||||||||||||
|
Warrants outstanding at January 1, 2010
|
6,991,371 | $ | 1.17 | — | $ | - | ||||||||||
|
Issued in connection with private placement of common stock
|
1,856,662 | $ | 1.50 | 1,202,500 | $ | 0.01 | ||||||||||
|
Issued in connection with convertible promissory notes
|
550,490 | $ | 1.05 | 50,490 | $ | 0.01 | ||||||||||
|
Issued in connection with line of credit with related party
|
— | $ | - | — | $ | - | ||||||||||
|
Expired warrants
|
(175,251 | ) | $ | 1.80 | — | $ | - | |||||||||
|
Exercised in connection with private placement of common stock
|
(3,219,348 | ) | $ | 1.00 | — | $ | - | |||||||||
|
Warrants outstanding at December 31, 2010
|
6,003,924 | $ | 1.21 | 1,252,990 | $ | 0.01 | ||||||||||
|
Issued in connection with private placement of common stock
|
1,889,161 | $ | 1.50 | 1,889,162 | $ | 0.01 | ||||||||||
|
Issued in connection with convertible promissory notes
|
203,332 | $ | 1.50 | 203,332 | $ | 0.01 | ||||||||||
|
Issued in connection with line of credit with related party
|
— | $ | - | 650,000 | $ | 0.01 | ||||||||||
|
Issued in connection with Senior Secured Promissory Notes
|
1,250,000 | $ | 0.01 | 1,250,000 | $ | 0.01 | ||||||||||
|
Placement agent
|
42,400 | $ | 1.09 | — | $ | - | ||||||||||
|
Warrants outstanding at December 31, 2011
|
9,388,817 | $ | 1.00 | 5,245,484 | $ | 0.01 | ||||||||||
|
•
|
notice given by the holder accompanied by payment of an amount equal to the warrant exercise price multiplied by the number of warrant shares being purchased ; or
|
|
•
|
election by the holder to exchange the warrant (or portion thereof) for that number of shares equal to the product of (a) the number of shares issuable upon exercise of the warrant (or portion) and (b) a fraction, (x) the numerator of which is the market price of the shares at the time of exercise minus the warrant exercise price per share at the time of exercise and (y) the denominator of which is the market price per share at the time of exercise.
|
|
12.
|
Income taxes
|
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Deferred tax assets and liabilities:
|
||||||||
|
Accrued liabilities
|
$ | 131,000 | $ | 1,000 | ||||
|
Beneficial conversion feature on convertible financial instruments
|
(927,000 | ) | — | |||||
|
Intangible assets
|
249,000 | 269,000 | ||||||
|
Property and equipment
|
(18,000 | ) | — | |||||
|
R&D tax credit carryforwards
|
494,000 | 424,000 | ||||||
|
Net operating loss carryforwards
|
15,524,000 | 11,901,000 | ||||||
|
Net deferred tax assets
|
$ | 15,453,000 | $ | 12,595,000 | ||||
|
Valuation allowance
|
(15,453,000 | ) | (12,595,000 | ) | ||||
| $ | — | $ | — | |||||
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Federal statutory rate
|
34.00 | % | 34.00 | % | ||||
|
State taxes, net of federal benefit
|
5.34 | % | 3.96 | % | ||||
|
Permanent difference & other
|
(11.30 | %) | (7.50 | %) | ||||
|
Valuation allowance
|
(28.04 | %) | (30.46 | %) | ||||
| — | % | — | % | |||||
|
13.
|
Related party transactions
|
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Office space lease
(a)
|
$ | 41,000 | $ | 64,238 | ||||
|
Administrative expenses
(b)
|
— | 5,200 | ||||||
|
Aircraft use
(c)
|
1,100 | 5,100 | ||||||
|
Hybrid debt instrument
(d)
|
3,232 | 4,311 | ||||||
|
Line of credit
(e)
|
42,726 | — | ||||||
|
Convertible senior secured promissory notes
(f)
|
4,507 | — | ||||||
| $ | 92,565 | $ | 78,849 | |||||
|
(a)
|
Payments related to the lease of office space from an entity owned by the Chairman of the Board and CEO
|
|
(b)
|
Payments related to administrative expenses provided by an entity owned by the Chairman of the Board and CEO
|
|
(c)
|
Payments related to aircraft use from an entity owned by the former Chairman of the Board and current member of the Board of Directors
|
|
(d)
|
Interest of $3,232 and $4,311 for 2011 and 2010, respectively, related to convertible promissory notes issued in October 2010 to the Chairman of the Board and CEO and two other members of the Board of Directors
|
|
(e)
|
Interest of $42,726 related to a revolving secured line of credit with the Chairman of the Board and CEO dated March 31, 2011
|
|
(f)
|
Interest of $4,507 related to the convertible senior secured promissory notes with the Chairman of the Board and CEO during the fourth quarter of 2011
|
|
12-month period ended December 31,
|
||||
|
2012
|
$ | 1,009,178 | ||
|
2013
|
383,802 | |||
|
2014
|
132,190 | |||
|
2015
|
— | |||
|
2016
|
— | |||
| $ | 1,525,170 | |||
|
(a)
|
Documents filed as part of this report:
|
|
|
(1)
|
Financial Statements
|
|
|
(2)
|
Financial Statement Schedules
|
|
|
|
None |
|
|
(3)
|
Exhibits
|
|
|
See Item 15(b) below. Each management contract or compensation plan has been identified.
|
|
(b)
|
Exhibits
|
|
Exhibit
Number
|
Description
|
|
|
2.1
(12)
|
Agreement and Plan of Merger is entered into as of the 22nd day of December, 2010 by and among MiMedx Group, Inc., MP Holdings Acquisition Sub, LLC, ORCI Acquisition Sub, LLC, Membrane Products Holdings, LLC, Onramp Capital Investments, LLC, each of the OnRamp Members (as defined therein); John R. Daniel, in his capacity as the representative of the Members and Surgical Biologics, LLC (Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request)
|
|
|
3.1
(2)
|
Articles of Incorporation of MiMedx Group, Inc.
|
|
|
3.2
(2)
|
Bylaws of MiMedx Group, Inc.
|
|
|
10.1
(1)
*
|
MiMedx, Inc. 2006 Stock Incentive Plan
|
|
|
10.3
(1)
*
|
Form of Incentive Award Agreement under the MiMedx, Inc. 2006 Stock Incentive Plan
|
|
|
10.4
(1)
*
|
Form of Nonqualified Incentive Award Agreement under the MiMedx, Inc. 2006 Stock Incentive Plan
|
|
|
10.5
(1)
*
|
MiMedx, Inc. 2005 Assumed Stock Plan
|
|
|
10.6
(1)
*
|
Declaration of Amendment to MiMedx, Inc. 2005 Assumed Stock Plan
|
|
|
10.7
(1)
*
|
Form of Incentive Award Agreement under the MiMedx, Inc. Assumed 2005 Stock Plan (formerly the SpineMedica Corp. 2005 Employee, Director and Consultant Stock Plan), including a list of officers and directors receiving options thereunder
|
|
|
10.8
(1)
*
|
Form of Nonqualified Incentive Award Agreement under the MiMedx, Inc. Assumed 2005 Stock Plan (formerly the SpineMedica Corp. 2005 Employee, Director and Consultant Stock Plan)
|
|
|
10.9
(1)
*
|
MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan)
|
|
|
10.10
(1)
*
|
Declaration of Amendment to MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan)
|
|
|
10.11
(1)
*
|
Form of Incentive Award Agreement under the MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan)
|
|
Exhibit
Number
|
Description
|
|
|
10.12
(1)
*
|
Form of Nonqualified Incentive Award Agreement under the MiMedx, Inc. Assumed 2007 Stock Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan)
|
|
|
10.13
(1)
|
Form of MiMedx, Inc. Employee Proprietary Information and Inventions Assignment Agreement
|
|
|
10.23
(1)
|
Lease between MiMedx, Inc. and University of South Florida Research Foundation, Incorporated dated March 6, 2007
|
|
|
10.32
(1)
|
Technology License Agreement between MiMedx, Inc., Shriners Hospitals for Children, and University of South Florida Research Foundation dated January 29, 2007
|
|
|
10.33
(1)
|
Technology License Agreement between SpineMedica Corp. and SaluMedica, LLC dated August 12, 2005
|
|
|
10.34
(1)
|
Trademark License Agreement between SaluMedica, LLC and SpineMedica Corp. dated August 12, 2005
|
|
|
10.35
(1)
|
Technology License Agreement between SpineMedica Corp. and SaluMedica, LLC dated August 3, 2007
|
|
|
10.36
(1)
|
First Amendment Technology License Agreement between SpineMedica Corp. and SaluMedica, LLC dated August 3, 2007
|
|
|
10.36.1#
|
Second Amendment to Technology License Agreement between SpineMedica Corp. and SaluMedica, LLC dated August 3, 2007
|
|
|
10.37
(1)
|
Trademark License Agreement between SaluMedica, LLC and SpineMedica Corp dated August 13, 2007
|
|
| 10.38 (1) | Acknowledgement of Georgia Tech Research Corporation dated August 12, 2005 | |
|
10.39
(1)
|
License Agreement between Georgia Tech Research Corporation and Restore Therapeutics, Inc. dated March 5, 1998
|
|
|
10.40
(1)
|
First Amendment to License Agreement between Georgia Tech Research Corporation and Restore Therapeutics, Inc. dated November 18, 1998
|
|
|
10.41
(1)
|
Second Amendment to License Agreement between Georgia Tech Research Corporation and SaluMedica, LLC (f/k/a Restore Therapeutics, Inc.) dated February 28, 2005
|
|
|
10.42
(1)
|
Third Amendment to License Agreement between Georgia Tech Research Corporation and SaluMedica, LLC dated August 12, 2005
|
|
|
10.43
(1)
|
Assignment of Invention and Non-Provisional Patent Application from David N. Ku to SaluMedica Corp. dated August 11, 2005
|
|
|
10.44
(1)
|
Assignment of Invention and Non-Provisional Patent Application from SaluMedica, LLC to SpineMedica, LLC dated August 12, 2005
|
|
|
10.45
(1)
|
Form of SpineMedica, Corp. Employee Proprietary Information and Inventions Assignment Agreement
|
|
|
10.46
(1)
|
Purchase Agreement between SpineMedica Corp. and SaluMedica, LLC dated March 12, 2007
|
|
|
10.47
(1)
|
Letter Agreement between MiMedx, Inc. and SaluMedica, LLC dated June 26, 2007,
|
|
|
10.54
(3)
|
Investment Agreement dated March 31, 2008 between MiMedx Group, Inc. and SaluMedica, LLC
|
|
|
10.55
(3)
|
Technology License Agreement dated March 31, 2008, between MiMedx Group, Inc. and SaluMedica, LLC
|
|
|
10.55.1#
|
First Amendment to Technology License Agreement dated March 31, 2008 between MiMedx Group, Inc. and SaluMedica, LLC
|
|
Exhibit
Number
|
Description
|
|
|
10.56
(3)
|
Trademark License Agreement dated March 31, 2008, between MiMedx Group, Inc. and SaluMedica, LLC
|
|
|
10.65
(5)
|
Form of Indemnification Agreement
|
|
|
10.67
(6)
*
|
MiMedx Group, Inc. Amended and Restated Assumed 2005 Stock Plan
|
|
|
10.68
(7)
*
|
Form of Incentive Stock Option Award Agreement under MiMedx Group, Inc. Amended and Restated Assumed 2005 Stock Plan
|
|
|
10.69
(7)
*
|
Form of Nonqualified Stock Option Award Agreement under MiMedx Group, Inc. Amended and Restated Assumed 2005 Stock Plan
|
|
|
10.74
(8)
|
Sale and Purchase Agreement with UPex Holdings, LLC
|
|
|
10.78
(9)
|
Warrant to Purchase Common Stock dated September 22, 2009
|
|
|
10.85
(10)
|
Form of Warrant to Purchase Common Stock
|
|
|
10.86
(11)
|
Form of Subscription Agreement 5% Convertible Promissory Note
|
|
|
10.87
(11)
|
Form of 5% Convertible Promissory Note
|
|
|
10.88
(11)
|
Form of Warrant to Purchase Common Stock
|
|
|
10.89
(12)
|
Revolving Secured Line of Credit Agreement dated March 31, 2011
|
|
|
10.90
(15)
|
Amendment dated January 2, 2012, to Revolving Secured Line of Credit Agreement (Exh. 10.89), and the First Contingent Warrant, Second Contingent Warrant and 5% Senior Secured Promissory Note originally executed on March 31, 2011, the forms of which are Exhibits to the Revolving Secured Line of Credit Agreement
|
|
|
10.91
(15)
|
Form of Subscription Agreement 5% Convertible Promissory Note
|
|
|
10.92
(15)
|
Form of 5% Convertible Promissory Note
|
|
|
10.93
(15)
|
Form of Warrant to Purchase Common Stock
|
|
|
10.4
(15)
|
Form of Warrant to Purchase Common Stock
|
|
|
10.95
(15)
|
Form of Warrant to Purchase Common Stock
|
|
|
10.96
(15)
|
Form of Amended and Restated Security and Intercreditor Agreement
|
|
|
10.97
(15)
|
Form of Registration Rights Agreement
|
|
|
21.1
(12)
|
Subsidiaries of MiMedx Group, Inc.
|
|
|
Consent of Independent Registered Public Accounting Firm
|
||
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002
|
||
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002
|
||
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
99.1
(13)
|
The audited consolidated financial statements as of and for the years ended December 31, 2010 and 2009, for Surgical Biologics, LLC, including the notes to such financial statements and the report of the independent auditor thereon.
|
|
101.INS
|
Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Indicates a management contract or compensatory plan or arrangement
|
|
#
|
Filed herewith
|
|
(1)
|
Incorporated by reference to the exhibit with the same number filed with the Registrant’s Form 8-K filed February 8, 2008
|
|
(2)
|
Incorporated by reference to the exhibit with the same number filed with the Registrant’s Form 8-K filed April 2, 2008
|
|
(3)
|
Incorporated by reference to the exhibit with the same number filed with the Registrant’s Form 8-K filed April 4, 2008
|
|
(5)
|
Incorporated by reference to the exhibit with the same number filed with the Registrant’s Form 8 -K filed July 15, 2008
|
|
(6)
|
Incorporated by reference to exhibit 10.4 filed with the Registrant’s Form S-8 filed August 29, 2008
|
|
(7)
|
Incorporated by reference to the exhibit with the same number filed with the Registrant’s Form 8 -K on September 4, 2008
|
|
(8)
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed October 22, 2009
|
|
(9)
|
Exhibit 10.78 is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed September 28, 2009
|
|
(10)
|
Exhibit 10.85 is incorporated by reference to Exhibit 10.1, 10.2, 10.3, and 10.4 to the Registrant’s Form 8-K filed January 7, 2010
|
|
(11)
|
Exhibits 10.86, 10.87 and 10.88 are incorporated by reference to Exhibits 10.1, 10.2 and 10.3, respectively, to the Registrant’s Form 8-K filed October 25, 2010
|
|
(12)
|
Exhibits 2.1, 10.89 and 21.1 are incorporated by reference to the Exhibit with the same number filed with the Registrant’s Form 10-K filed March 31, 2011
|
|
(13)
|
Exhibit 99.1 is hereby incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K/A filed March 16, 2011
|
|
(15)
|
Exhibits 10.90, 10.91, 10.92, 10.93, 10.94, 10.95, 10.96, and 10.97 are incorporated by reference to Exhibits 10.8, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, and 10.7, respectively, to the Registrant’s Form 8-K filed January 3, 2012
|
|
March 29, 2012
|
MIMEDX GROUP, INC.
|
|
|
By:
|
/s/ Michael J. Senken | |
|
Michael J. Senken
|
||
|
Chief Financial Officer
|
||
|
Signature / Name
|
Title
|
Date
|
||
|
/s/: Parker H. Petit
|
Chief Executive Officer
|
March 29, 2012
|
||
|
Parker H. Petit
|
(principal executive officer)
|
|||
|
/s/: Michael J. Senken
|
Chief Financial Officer
|
March 29, 2012
|
||
|
Michael J. Senken
|
(principal financial and accounting officer)
|
|||
|
/s/: Steve Gorlin
|
Director
|
March 29, 2012
|
||
|
Steve Gorlin
|
||||
|
/s/: Kurt M. Eichler
|
Director
|
March 29, 2012
|
||
|
Kurt M. Eichler
|
||||
|
/s/: Charles E. Koob
|
Director
|
March 29, 2012
|
||
|
Charles E. Koob
|
||||
|
/s/: Larry W. Papasan
|
Director
|
March 29, 2012
|
||
|
Larry W. Papasan
|
||||
|
/s/: A. Kreamer Rooke, Jr.
|
Director
|
March 29, 2012
|
||
|
A. Kreamer Rooke, Jr.
|
||||
|
/s/: Joseph G. Bleser
|
Director
|
March 29, 2012
|
||
|
Joseph G. Bleser
|
||||
|
/s/: J. Terry Dewberry
|
Director
|
March 29, 2012
|
||
|
J. Terry Dewberry
|
||||
|
/s/: Bruce Hack
|
Director
|
March 29, 2012
|
||
|
Bruce Hack
|
||||
|
/s/: William C. Taylor
|
Director
|
March 29, 2012
|
||
|
William C. Taylor
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|