K. Todd Newton, has, since July 2014, served as Chief Executive Officer and a member of the board of directors of Apollo Endosurgery, Inc. (NASDAQ: APEN), a leader in the field of gastrointestinal therapeutic endoscopy. From 2009 to 2014, Mr. Newton served as Executive Vice President and Chief Financial Officer at ArthroCare Corporation, a medical device company, including from 2013 to 2014 as its Chief Operating Officer. Prior to his leadership at ArthroCare, Mr. Newton served in a number of executive officer roles, including as President and Chief Executive Officer of Synenco Energy, Inc., a Canadian oil sands company. From 1994 to 2004, Mr. Newton was a Partner at Deloitte & Touche LLP. Mr. Newton holds a B.B.A. in accounting from the University of Texas at San Antonio.

On May 7, 2019, Prescience delivered an open letter to shareholders (the “Letter”) announcing its delivery of the Nomination Notice to the Issuer. In the Letter, Prescience stated, among other things, its belief that the Issuer’s future is exciting as a biopharmaceutical company pioneering highly-effective, innovative products for wound care applications at a time when the healthcare marketplace is desperate for breakthrough solutions that deliver effective care at a reasonable cost, but that this potential has been jeopardized by years of ineffective oversight by the Board, in addition to alleged wrongdoing by former members of the Issuer’s management, which has led to alleged accounting irregularities, severe operational challenges, regulatory investigations and corporate instability.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 99.3, and is incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 109,347,613 shares of Common Stock outstanding as of December 31, 2017, as disclosed in a Schedule 13D/A filed by a shareholder of the Issuer on October 10, 2018. This number of outstanding shares as of December 31, 2017 was provided by the Issuer to the shareholder in connection with the filing of his 13D/A on February 6, 2018. Since such date, the Issuer has not reported its number of outstanding shares of Common Stock in any filing made by the Issuer with the Securities and Exchange Commission.

Percentage: Approximately 4.5%

Percentage: Approximately 1.7%

Percentage: Approximately 6.2%

Percentage: Approximately 6.97%

Percentage: Approximately 6.97%

Percentage: Approximately 3.0%

Percentage: 0%

Percentage: 0%

Percentage: 0%

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

On May 6, 2019, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) Prescience Partners agreed pay directly all pre-approved expenses in connection with the Solicitation. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 8, 2019

SCHEDULE A

Transactions in the Shares of the Issuer Since the Filing of the Schedule 13D

Prescience Partners, LP

Transactions in the Shares of the Issuer During the Past Sixty Days

RICHARD J. BARRY

(Through Trust)

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of MiMedx Group, Inc., a Florida corporation (the “Company”);

WHEREAS, Prescience Partners, LP, Prescience Point Special Opportunity LP, Prescience Capital, LLC, Prescience Investment Group, LLC, Eiad Asbahi (collectively “Prescience”), and Richard J. Barry, M. Kathleen Behrens, Melvin L. Keating and K. Todd Newton wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the upcoming annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this  6  day of May 2019 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       So long as this agreement is in effect, each of Messrs. Barry, Keating and Newton and Dr. Behrens agrees to provide Prescience advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Prescience has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Messrs. Barry, Keating and Newton and Dr. Behrens. Each of Messrs. Barry, Keating and Newton and Dr. Behrens agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Prescience.

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.       Prescience shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.       Each of the undersigned agrees that any SEC filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Prescience, or its representatives, which approval shall not be unreasonably withheld.

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

8.       This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       Any party hereto may terminate his/her/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Andrew Freedman at Olshan, Fax No. (212) 451-2222.

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and Prescience and its affiliates relating to their investment in the Company.

12.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Eiad Asbahi and Jay Yoon the undersigned’s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of MiMedx Group, Inc., a Florida corporation (the “Company”), directly or indirectly beneficially owned by Prescience Partners, LP or any of its affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the upcoming annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.       executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.       if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.       executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.       performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.       taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6 day of May 2019.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Eiad Asbahi and Jay Yoon the undersigned’s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of MiMedx Group, Inc., a Florida corporation (the “Company”), directly or indirectly beneficially owned by Prescience Partners, LP or any of its affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the upcoming annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.       executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.       if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.       executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.       performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.       taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6 day of May 2019.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Eiad Asbahi and Jay Yoon the undersigned’s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of MiMedx Group, Inc., a Florida corporation (the “Company”), directly or indirectly beneficially owned by Prescience Partners, LP or any of its affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the upcoming annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.       executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.       if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.       executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.       performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.       taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6 day of May 2019.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Eiad Asbahi and Jay Yoon the undersigned’s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of MiMedx Group, Inc., a Florida corporation (the “Company”), directly or indirectly beneficially owned by Prescience Partners, LP or any of its affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the upcoming annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.       executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.       if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.       executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.       performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.       taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6 day of May 2019.

Exhibit 99.3

May 7, 2019

Dear Shareholders:

Prescience Point Capital Management, LLC, a private investment management firm, together with certain investment partnerships under its management (collectively, “Prescience Point” or, “we”), has nominated a slate of four new, world-class candidates (the “Nominees”) for election to the Board of Directors (the “Board”) of MiMedx Group, Inc. (“MiMedx” or, the “Company”) at the upcoming annual meeting of shareholders (the “Annual Meeting”). We are carefully monitoring the litigation in Florida and, depending on its outcome, may either increase or decrease our slate depending on the number of directors that will ultimately stand for election at the Annual Meeting. Prescience Point, together with our Nominees, own approximately 9.98% of the common stock of MiMedx.

We believe the potential for MiMedx’s future is exciting as a biopharmaceutical company pioneering highly-effective, innovative products for wound care applications at a time when the healthcare marketplace is desperate for breakthrough solutions that deliver effective care at a reasonable cost. Yet, this potential has been jeopardized by years of ineffective oversight by the Board, in addition to alleged wrongdoing by former members of MiMedx’s management, which has led to alleged accounting irregularities, severe operational challenges, regulatory investigations and corporate instability.

MiMedx and its shareholders deserve a fresh start toward a brighter future. While we have engaged in discussions with the Board in an effort to effect stronger oversight for MiMedx, we have come to the inescapable conclusion that this situation calls for changes to the Board. We believe a refreshed Board, with highly-qualified members that are free of any attachment to past actions or legacy issues, would be best positioned to appropriately represent the interests of all shareholders of the Company and take the steps required to put MiMedx on the right path for unlocking substantial shareholder value. Accordingly, we have delivered a formal notice of nomination to the Company seeking the election of our Nominees at the upcoming Annual Meeting.

As outlined in our research report on January 8, 2019, we believe MiMedx is substantially undervalued, and with the proper leadership in place, we expect its share price will appreciate significantly as the Company returns to growth and realizes the value of its attractive pipeline of late-stage clinical trials. Prescience Point believes our Nominees will help MiMedx achieve its potential and bring value to all shareholders by offering:

We believe it is vital for shareholders to consider the high caliber of our Nominees who possess the demonstrated experience, knowledge and ability to address the long-term value destruction that has occurred during the tenure of the current Board and former management team. Our Nominees stand ready to lead the Company to a better future for patients, health care professionals, and MiMedx’s employees, consistent with the best interests of shareholders.

Prescience Point’s Nominees are as follows:

M. Kathleen Behrens Wilsey, Ph.D., has served as a member of the board of directors of each of Sarepta Therapeutics, Inc. (SRPT), a multi-billion dollar medical research and drug development company focused on the discovery and development of unique RNA-targeted therapeutics for the treatment of rare neuromuscular diseases, since March 2009 (Chairwoman of the Board since April 2015) and IGM Biosciences, Inc., a privately held biotechnology company, since January 2019. Dr. Behrens Wilsey has worked as an independent life sciences consultant and investor since December 2009. She served as the Co-Founder, President, Chief Executive Officer and as a director of the KEW Group Inc., a private oncology services company, from January 2012 until June 2014. Earlier in her career, Dr. Behrens Wilsey served as a general partner for selected venture funds for RS Investments, a mutual fund firm, from 1996 until December 2009. While Dr. Behrens Wilsey worked at RS Investments, from 1996 to 2002, she served as a managing director at the firm and, from 2003 to December 2009, she served as a consultant to the firm. During that time, Dr. Behrens Wilsey also served as a member of the President’s Council of Advisors on Science and Technology (PCAST), from 2001 to 2009 and as chairwoman of PCAST’s Subcommittee on Personalized Medicine, as well as the President, director and chairwoman of the National Venture Capital Association, an organization that advocates for public policy that supports the American Entrepreneurial ecosystem, from 1993 until 2000. Prior to that, she served as a general partner and managing director for Robertson Stephens & Co., an investment company, from 1983 through 1996. She served as a director of Amylin Pharmaceuticals, Inc. (formerly AMLN), a biopharmaceutical company, from 2009 until the company’s sale in 2012 to Bristol-Myers Squibb Co. Prior to that, she served on the Board of Directors Abgenix, Inc. (formerly ABGX), a biopharmaceutical company, from 2001 until the company was sold to Amgen, Inc. in 2006. From 1997 to 2005, Dr. Berens was a director of the Board on Science, Technology and Economic Policy for the National Research Council. Dr. Behrens Wilsey was also a Co-Founder of the Coalition for 21st Century Medicine, a trade association for new generation diagnostics companies Dr. Behrens Wilsey holds a B.S. in Biology and a Ph.D. in Microbiology from the University of California, Davis.

Richard J. Barry, has served as a director of Elcelyx Therapeutics, Inc., a private pharmaceutical company, since February 2013 and has served as a Managing Member of GSM Fund, LLC, a fund established for the sole purpose of investing in Elcelyx Therapeutics, since February 2013. Earlier in his career, he was a founding member of Eastbourne Capital Management LLC, a large equity hedge fund investing in a variety of industries, including health care, and served as the Managing General Partner and Portfolio Manager from 1999 to its close in 2010. Prior to that, he was a Portfolio Manager and Managing Director of Robertson Stephens Investment Management, an investment company, from 1995 until 1999. Before that, Mr. Barry spent over 13 years in various roles in institutional equity and investment management firms, including Lazard Freres, Legg Mason and Merrill Lynch. Mr. Barry has served as a director of Sarepta Therapeutics, Inc. (SRPT), a genetic medicine company, since June 2015, and he has been a Partner and Advisory Board member of the San Diego Padres since 2009. Mr. Barry served as an Advisory Board member for the Schreyer Honors College at Pennsylvania State University from June 2013 until June 2016. Mr. Barry previously served as a director of Cluster Wireless, LLC, a software company, from 2011 until 2014, and of BlackLight Power, Inc. (n/k/a Brilliant Light Power, Inc.), an energy research company, from 2009 until 2010. Mr. Barry holds a B.A. from Pennsylvania State University.

Melvin L. Keating, has been a consultant, providing investment advice and other services to public companies and private equity firms, since November 2008. From December 2005 to September 2008, Mr. Keating served as the Chief Executive Officer of Alliance Semiconductor Corporation (formerly ALSC), a manufacturer and seller of semiconductors, and as its President from March 2006 to September 2008. Prior to that, Mr. Keating served as a Strategy Consultant for Warburg Pincus Equity Partners, a private equity and venture capital firm, for seven years, as President and Chief Executive Officer of Sunbelt Management Company, [a privately held real estate company], and as Chief Financial Officer of Quovadx, Inc. (formerly QVDX), a healthcare software company. He has served as a director of Harte Hanks, Inc. (HHS), a global marketing services firm specializing in multi-channel marketing solutions, since July 2017, MagnaChip Semiconductor Corporation (MX), a designer and manufacturer of analog and mixed-signal semiconductor platform solutions, since August 2016, Agilysys Inc. (AGYS), a technology company that provides innovative software for point-of-sale (POS), property management, inventory and procurement, workforce management, analytics, document management and mobile and wireless solutions and services to the hospitality industry, since September 2015 and Vitamin Shoppe, Inc. (VSI), a retailer of nutritional supplements, since April 2018. In addition, Mr. Keating has served on the board of SPS Commerce, Inc. (SPSC), a company that provides cloud based supply chain management software, since March 2018. Mr. Keating will be stepping down from the board of SPS Commerce, Inc. on May 14, 2019. Mr. Keating previously served as a director of each of Red Lion Hotels Corporation (RLH), a hospitality corporation, from July 2010 until May 2017, API Technologies Corp. (formerly ATNY), a company that designs, develops and manufactures systems, subsystems, modules and components for radio frequency, microwave, millimeterwave, electromagnetic, power and security applications, from January 2011 until April 2016, Crown Crafts Inc. (CRWS), a company that designs, markets and distributes infant, toddler and juvenile consumer products, from August 2010 until August 2013, Integral Systems, Inc. (formerly ISYS), a satellite ground systems manufacturer, from October 2010 until July 2011, White Electronic Designs Corp. (formerly WEDC), an aerospace and defense company, from February 2009 until May 2010, Aspect Medical Systems Inc. (formerly ASPM), a developer, manufacturer and marketer of anesthesia monitoring systems, from June 2009 until November 2009, InfoLogix, Inc. (formerly IFLG), a company that provides enterprise mobility and wireless asset tracking solutions for healthcare and commercial industries, from April 2010 until January 2011, and ModSys International Ltd. (formerly BluePhoenix Solutions Ltd. MDSY), a company that develops and sells modernization services for legacy information technology systems, from February 2012 until October 2016. Earlier in his career, Mr. Keating served on the boards of each of Integrated Silicon Solutions Inc. (formerly ISSI), a company that designs, develops and markets memory devices, Tower Semiconductor Ltd. (TSEM), an integrated circuits manufacturer, Price Legacy Corp. (formerly PLRE), a real estate investment trust, Bitstream Inc. (formerly BITS), a type foundry that produced digital typefaces, LCC International, Inc. (formerly LCCI), a provider of wireless voice and data engineering services, and Plymouth Rubber Company, Inc. (formerly PLR.A), a manufacturer of vinyl and rubber products. Mr. Keating holds his B.A. in Art History from Rutgers University as well as his M.S. in Accounting and his M.B.A. in Finance from The Wharton School of the University of Pennsylvania.

K. Todd Newton, has, since 2014, served as Chief Executive Officer and a member of the Board of Directors of Apollo Endosurgery, Inc., a leader in the field of gastrointestinal therapeutic endoscopy. From 2009 to 2014, Mr. Newton served as Executive Vice President and Chief Financial Officer at ArthroCare Corporation, a medical device company, including from 2013 as Chief Operating Officer. Prior to his leadership at ArthroCare, Mr. Newton served in a number of executive officer roles, including President and Chief Executive Officer, at Synenco Energy, Inc., a Canadian oil sands company. From 1994 to 2004, Mr. Newton was a Partner at Deloitte & Touche LLP. Mr. Newton holds a B.B.A. in accounting from the University of Texas at San Antonio.

We are committed to resolving the Company’s present challenges, earning the confidence and trust of regulatory authorities and leading MiMedx forward to a stable, successful and prosperous future.

We strongly believe our Nominees represent the best path forward for the Company. For updates and shareholder information, follow @PresciencePoint on Twitter or www.healmimedx.com.

Sincerely,

Eiad Asbahi

Prescience Point Capital Management, LLC

About Prescience Point

Prescience Point Capital Management is a private investment manager that employs forensic investigative techniques to unearth significant mispricings in global markets. We specialize in extensive investigations of difficult-to-analyze public companies in order to uncover significant elements of the business that have been overlooked or ignored by others. Our publicly-available research focuses on exposing corporate wrongdoing and has been followed by resignations of auditors, CEOs and CFOs, earnings restatements, SEC investigations and stock delistings.

Prescience Point manages private funds on behalf of our clients and principals and takes positions both long and short in support of our research. We invest across a broad set of equities that we believe have abnormally large disparities between what their underlying businesses are intrinsically worth and what their securities sell for. The firm was founded by investor Eiad Asbahi in 2009 and is headquartered in Baton Rouge, LA. Prescience Point Capital Management is a registered investment advisor with the State of Louisiana.

Visit www.HealMiMedx.com for more information. Follow @PresciencePoint.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Prescience Investment Group, LLC, together with the other participants named herein (collectively, the “Prescience Group”), intend to file a preliminary proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2018 annual meeting of shareholders of MiMedx Group, Inc., a Florida corporation (the “Company”).

THE PRESCIENCE GROUP STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

Participants in the Solicitation

The participants in the proxy solicitation are anticipated to be Prescience Partners, LP, a Delaware limited partnership (“Prescience Partners”), Prescience Point Special Opportunity LP, a Delaware limited partnership (“Prescience Point”), Prescience Capital, LLC, a Delaware limited liability company (“Prescience Capital”), Prescience Investment Group, LLC, a Louisiana limited liability company (“Prescience Investment”), Eiad Asbahi, Richard J. Barry, M. Kathleen Behrens Wilsey, Ph. D., Melvin L. Keating and K. Todd Newton.

As of the date hereof, the participants in the proxy solicitation beneficially own in the aggregate 10,918,335 shares of Common Stock, par value $0.001, of the Company (the “Common Stock”). Prescience Partners directly beneficially owns 4,888,652 shares of Common Stock. As of the date hereof, Prescience Point directly beneficially owns 1,845,539 shares of Common Stock. Prescience Capital, as the general partner of each of Prescience Partners and Prescience Point may be deemed to beneficially own the shares of Common Stock directly beneficially owned by each of Prescience Partners and Prescience Point. Prescience Investment, as the investment manager of each of Prescience Partners and Prescience Point as well as certain separately managed accounts (the “SMAs”), may be deemed the beneficial owner of the shares of Common Stock directly beneficially owned by each of Prescience Partners and Prescience Point and the 884,144 shares of Common Stock held in the SMAs. Mr. Asbahi, as the managing member of Prescience Investment, may be deemed the beneficial owner of the shares of Common Stock directly beneficially owned by each of Prescience Partners and Prescience Point and the shares of Common Stock held in the SMAs. Mr. Barry may be deemed to beneficially own 3,300,000 shares of Common Stock held by a trust of which Mr. Barry is a trustee. None of Dr. Behrens Wilsey, Messrs. Keating or Newton beneficially owns any shares of Common Stock.