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As Of Filer Filing For·On·As Docs:Size 3/01/17 Mimedx Group, Inc. 10-K 12/31/16 96:9.2M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 885K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 78K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 91K 4: EX-21.1 Subsidiaries List HTML 25K 5: EX-23.1 Consent of Experts or Counsel HTML 27K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 33K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 33K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 28K 9: EX-32.2 Certification -- §906 - SOA'02 HTML 28K 16: R1 Document and Entity Information HTML 53K 17: R2 Consolidated Balance Sheets HTML 115K 18: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K 19: R4 Consolidated Statements of Operations HTML 73K 20: R5 Consolidated Statements of Stockholders' Equity HTML 107K 21: R6 Consolidated Statements of Cash Flows HTML 113K 22: R7 Nature of Business HTML 30K 23: R8 Significant Accounting Policies HTML 72K 24: R9 Liquidity and Capital Resources HTML 31K 25: R10 Acquisition of Stability Inc. HTML 164K 26: R11 Cash Equivalents and Short Term Investments HTML 28K 27: R12 Inventories HTML 39K 28: R13 Property and Equipment HTML 44K 29: R14 Intangible Assets and Royalty Agreement HTML 70K 30: R15 Long-Term Debt HTML 32K 31: R16 Net Income Per Share HTML 57K 32: R17 Equity HTML 144K 33: R18 Income Taxes HTML 97K 34: R19 Supplemental Disclosure of Cash Flow and Non-Cash HTML 46K Investing and Financing Activities 35: R20 401k Plan HTML 31K 36: R21 Related Party Transactions HTML 31K 37: R22 Commitments and Contingencies HTML 66K 38: R23 Quarterly Financial Data (Unaudited) HTML 78K 39: R24 Product Revenue Data HTML 45K 40: R25 Subsequent Events HTML 28K 41: R26 Schedule II - Valuation and Qualifying Accounts HTML 73K 42: R27 Significant Accounting Policies (Policies) HTML 137K 43: R28 Acquisition of Stability Inc. (Tables) HTML 154K 44: R29 Inventories (Tables) HTML 40K 45: R30 Property and Equipment (Tables) HTML 41K 46: R31 Intangible Assets and Royalty Agreement (Tables) HTML 70K 47: R32 Net Income Per Share (Tables) HTML 68K 48: R33 Equity (Tables) HTML 142K 49: R34 Income Taxes (Tables) HTML 93K 50: R35 Supplemental Disclosure of Cash Flow and Non-Cash HTML 44K Investing and Financing Activities (Tables) 51: R36 Commitments and Contingencies (Tables) HTML 34K 52: R37 Quarterly Financial Data (Unaudited) (Tables) HTML 77K 53: R38 Product Revenue Data (Tables) HTML 39K 54: R39 Nature of Business (Details) HTML 27K 55: R40 Significant Accounting Policies (Details) HTML 53K 56: R41 Liquidity and Capital Resources (Details) HTML 40K 57: R42 Acquisition of Stability Inc. - Narrative HTML 74K (Details) 58: R43 Acquisition of Stability Inc. - Fair Value of HTML 40K Stock Consideration (Details) 59: R44 Acquisition of Stability Inc. - Preliminarily HTML 121K Allocation of Purchase Price (Details) 60: R45 Acquisition of Stability Inc. - Intangible Assets HTML 36K Acquired as Part of Acquisition (Details) 61: R46 Acquisition of Stability Inc. - Goodwill HTML 34K Reconciliation (Details) 62: R47 Acquisition of Stability Inc. - Measurement Period HTML 117K Adjustments (Details) 63: R48 Acquisition of Stability Inc. - Pro Forma HTML 32K Information (Details) 64: R49 Cash Equivalents and Short Term Investments HTML 32K (Details) 65: R50 Inventories (Details) HTML 40K 66: R51 Property and Equipment (Details) HTML 54K 67: R52 Intangible Assets and Royalty Agreement - HTML 98K Intangible Asssets Activity Summary (Details) 68: R53 Intangible Assets and Royalty Agreement - HTML 29K Narrative (Details) 69: R54 Intangible Assets and Royalty Agreement - Expected HTML 42K Future Amortization of Intangible Assets (Details) 70: R55 Long-Term Debt (Details) HTML 47K 71: R56 Net Income Per Share - Computation of Basic and HTML 50K Dilutive Net Loss per Share (Details) 72: R57 Net Income Per Share - Summary of Antidilutive HTML 38K Securities (Details) 73: R58 Equity - Narrative (Details) HTML 82K 74: R59 Equity - Activity of Stock Options (Details) HTML 80K 75: R60 Equity - Exercise Price Ranges (Details) HTML 77K 76: R61 Equity - Summary of Unvested Stock Options HTML 46K (Details) 77: R62 Equity - Assumptions (Details) HTML 45K 78: R63 Equity - Summary of Restricted Stock Awards HTML 51K (Details) 79: R64 Equity - Recognized Stock-Based Compensation HTML 36K (Details) 80: R65 Income Taxes - Deferred Tax Assets and Liabilities HTML 52K (Details) 81: R66 Income Taxes - Reconciliation of the Federal HTML 60K Statutory Income Tax (Details) 82: R67 Income Taxes - Schedule of current and deferred HTML 51K income tax expense (Benefit) (Details) 83: R68 Income Taxes - Narrative (Details) HTML 51K 84: R69 Income Taxes - Reconciliation of unrecognized tax HTML 31K benefits (Details) 85: R70 Supplemental Disclosure of Cash Flow and Non-Cash HTML 48K Investing and Financing Activities (Details) 86: R71 401k Plan (Details) HTML 38K 87: R72 Related Party Transactions (Details) HTML 34K 88: R73 Commitments and Contingencies - Narrative HTML 56K (Details) 89: R74 Commitments and Contingencies - Estimated Annual HTML 38K Lease, Royalty, and Employment Agreement Expenses (Details) 90: R75 Quarterly Financial Data (Unaudited) (Details) HTML 46K 91: R76 Product Revenue Data (Details) HTML 37K 92: R77 Subsequent Events (Details) HTML 33K 93: R78 Schedule II - Valuation and Qualifying Accounts HTML 42K (Details) 95: XML IDEA XML File -- Filing Summary XML 163K 94: EXCEL IDEA Workbook of Financial Reports XLSX 106K 10: EX-101.INS XBRL Instance -- mdxg-20161231 XML 2.32M 12: EX-101.CAL XBRL Calculations -- mdxg-20161231_cal XML 269K 13: EX-101.DEF XBRL Definitions -- mdxg-20161231_def XML 662K 14: EX-101.LAB XBRL Labels -- mdxg-20161231_lab XML 1.86M 15: EX-101.PRE XBRL Presentations -- mdxg-20161231_pre XML 1.11M 11: EX-101.SCH XBRL Schema -- mdxg-20161231 XSD 167K 96: ZIP XBRL Zipped Folder -- 0001376339-17-000042-xbrl Zip 257K
Exhibit |
(a) | the annual dividend rate, if any, on shares of such series, the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative; |
(b) | whether
the shares of such series shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption; |
(c) | the obligation, if any, of the Corporation to redeem shares of such series pursuant to a sinking fund; |
(d) | whether
shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; |
(e) | whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights; |
(f) | the
rights of the shares of stock series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; and |
(g) | any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series. |
(a) | dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends; |
(b) | the
holders of Common Stock shall have the right to vote for the election of Directors and on all other matters requiring shareholder action, each share being entitled to one vote; and |
(c) | upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the net assets of the Corporation available for distribution shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests. |
By: | /s/
Steve Gorlin | ||
Name: | |||
Title: | Incorporator |
1. | The name of the corporation is MiMedx Group, Inc. (the “Corporation”). |
2. | Pursuant
to Section 607.1003 of the Florida Business Corporation Act (the “Act”), these Articles of Amendment (“Articles of Amendment”) amend the Articles of Incorporation of the Corporation filed in the Office of the Department of State of the State of Florida on February 28, 2008, as amended by the Articles of Merger filed in the Office of the Department of State of the State of Florida on March 31, 2008 (as amended, the “Amended Articles”). |
3. | These
Articles of Amendment were duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Section 607.1003 of the Act March 31, 2010. |
4. | These Articles of Amendment were duly approved by holders of a majority of the outstanding shares of the Common Stock of the Corporation in accordance with the provisions of Section 607.1003 of the Act and the Amended Articles on May 11, 2010. |
5. | The
Amended Articles are hereby amended by deleting Article 10 in its entirety, and inserting the following text in lieu thereof: |
(a) | The number of directors shall consist of not less than three members, the exact number of which shall be fixed from time to time by resolution adopted by the Board of Directors; provided, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Directors shall be natural persons 18 years of age or older,
but need not be residents of the State of Florida or shareholders of the Corporation. |
(b) | The members of the Board of Directors elected at the 2010 annual meeting of Shareholders shall be divided into three classes, designated as Class I, Class II, and Class III as specified in the resolution adopted by Shareholders at such meeting. Each Class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Class I
directors elected at the 2010 annual meeting of Shareholders shall be deemed elected for a three-year term, Class II directors for a two-year term, and Class III directors for a one-year term. Each director shall hold office until the next annual meeting of Shareholders upon which his/her term expires and until his/her successor is elected and qualified, or until his/her earlier death, resignation or removal. At each succeeding annual meeting of Shareholders, successor directors to the Class of directors whose term expires at that annual meeting of Shareholders shall be elected for a three-year term. If the number of directors has changed, any increase or decrease shall be apportioned among the Classes so as to maintain the number of directors in each Class as nearly equal as possible. |
(c) | Any
vacancies occurring on the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled only by the affirmative vote of a majority of the remaining members of the Board of Directors, even if less than a quorum, at any meeting of the Board of Directors. Notwithstanding the immediately preceding sentence, the Board of Directors may by resolution determine that any such vacancies shall be filled by the Shareholders of the Corporation. A director elected to fill a vacancy occurring on the Board of Directors, including a vacancy resulting from an increase in the number of directors, shall hold office until the next annual meeting of Shareholders upon which his/her term expires and until his/her successor is elected and qualified, or until his/her earlier death, resignation or removal. |
(d) | A
director may be removed from office only for cause as hereinafter defined and at a meeting of Shareholders called expressly for that purpose by a vote of the holders of 66-2/3% of the shares cast that are entitled to vote at an election of directors. For purposes of this provision, “cause" shall mean (i) a conviction of a felony regardless of whether it relates to the Corporation or its securities; (ii) declaration of incompetency or unsound mind by court order; or (iii) commission of an action that constitutes intentional misconduct or a knowing violation of law that, in either case, results in a material injury to the Corporation.” |
MIMEDX
GROUP, INC. | |||
By: | /s/ Parker H. Petit | ||
Name: | Parket H. Petit | ||
Its: | Chairman
& CEO |
1. | The
name of the corporation is MiMedx Group, Inc. (the “Corporation”). |
2. | Pursuant to Section 607.1003 of the Florida Business Corporation Act (the “Act”), these Articles of Amendment (“Articles of Amendment”) amend the Articles of Incorporation of the Corporation filed in the Office of the Department of State of the State of Florida on February
28, 2008, as amended by the Articles of Merger filed in the Office of the Department of State of the State of Florida on March 31, 2008, and the Articles of Amendment filed in the Office of the Department of State of the State of Florida on May 14, 2010, (as amended, the “Amended Articles”). |
3. | These Articles of Amendment were duly adopted by the Board of Directors of the Corporation on November
14, 2011, in accordance with the provisions of Section 607.1003 of the Act. |
4. | These Articles of Amendment were duly approved by holders of a majority of the outstanding shares of the Common Stock of the Corporation in accordance with the provisions of Section 607.1003 of the Act and the Amended Articles on December 14, 2011. |
5. | The
Amended Articles are hereby amended by deleting the first paragraph of Article 3 in its entirety, and inserting the following text in lieu thereof: |
MIMEDX
GROUP, INC. | |||
By: | |||
Name: | |||
Its: | Chief
Financial Officer |
1. | The
name of the corporation is MiMedx Group, Inc. (the “Corporation”). |
2. | Pursuant to Section 607.1003 of the Florida Business Corporation Act (the “Act”), these Articles of Amendment (“Articles of Amendment”) amend the Articles of Incorporation of the Corporation filed in the Office of the Department of State of the State of Florida on February
28, 2008, as amended by the Articles of Merger filed in the Office of the Department of State of the State of Florida on March 31, 2008, the Articles of Amendment filed in the Office of the Department of State of the State of Florida on May 14, 2010, and the Articles of Amendment filed in the Office of the Department of State of the State of Florida on August 8, 2012 (as amended, the “Amended Articles”). |
3. | These
Articles of Amendment were duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Section 607.1003 of the Act on August 2, 2012. |
4. | These Articles of Amendment were duly approved by holders of a majority of the outstanding shares of the Common Stock of the Corporation in accordance with the provisions of Section 607.1003 of the Act and the Amended Articles on October 31, 2012. |
5. | The
Amended Articles are hereby amended by deleting the first paragraph of Article 3 in its entirety, and inserting the following text in lieu thereof: |
MIMEDX
GROUP, INC. | |||
By: | /s/ Roberta L. McCaw | ||
Name: | |||
Its: | Secretary |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/1/17 | |||
For Period end: | 12/31/16 | 5 | ||
5/15/15 | 4, 8-K | |||
5/14/15 | 4, 8-K | |||
3/24/15 | PRE 14A | |||
10/31/12 | 4, 4/A, DEF 14A, PRE 14A | |||
8/8/12 | 4 | |||
8/2/12 | 4 | |||
12/14/11 | 4, 8-K, DEF 14A, PRE 14A | |||
11/14/11 | 10-Q, PRE 14A | |||
5/14/10 | 10-Q, 4, 8-K | |||
5/11/10 | 4, DEF 14A, PRE 14A | |||
3/31/10 | 10-Q, 4 | |||
3/31/08 | 10-K, 10-K/A, 8-K, DEF 14A | |||
2/28/08 | 3, 4 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/17/20 Mimedx Group, Inc. S-8 12/17/20 5:422K Donnelley … Solutions/FA 11/04/20 Mimedx Group, Inc. 10-Q 9/30/20 79:7.4M 11/02/20 Mimedx Group, Inc. 8-A12B 1:37K 8/04/20 Mimedx Group, Inc. 10-Q 6/30/20 71:5.9M 3/20/17 SEC UPLOAD¶ 9/28/17 1:173K Mimedx Group, Inc. |