UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 5, 2019
MIMEDX GROUP, INC.
(Exact name of registrant as specified in charter)
| Florida | 001-35887 | 26-279552 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS Employer Identification No.) |
1775 West Oak Commons Ct., NE, Marietta GA 30062
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (770) 651-9100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| None | n/a | n/a |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On June 5, 2019, MiMedx Group, Inc. (the “Company”) issued a press release announcing that it has issued an investor presentation (the “Investor Presentation”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Investor Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release, issued on June 5, 2019, announcing that the Company issued the Investor Presentation. | |
| 99.2 | Investor Presentation, issued on June 5, 2019. | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 5, 2019 | MIMEDX GROUP, INC. | |||||
| By: | /s/ Edward J. Borkowski | |||||
| Interim Chief Financial Officer | ||||||
3
Exhibit 99.1
MiMedx Issues New Presentation for Investors in Advance of 2018 Annual Meeting
Illustrates Key Events and Steps the Board Has Taken in Response to Allegations of Misconduct by Certain Members of the Company’s Former Management, Including Former Chairman and CEO Parker H. “Pete” Petit
Highlights Why the Company Believes Mr. Petit is Unfit to Serve on the Board and Why Electing Him and
His Nominees Would Risk Derailing the Significant Progress Underway at MiMedx
Shareholders Are Urged to Vote “FOR” All of the Board’s Qualified Nominees on the BLUE Proxy Card
MARIETTA, Ga., June 5, 2019 — MiMedx Group, Inc. (OTC PINK: MDXG) (“MiMedx” or the “Company”), an industry leader in advanced wound care and an emerging therapeutic biologics company, today released an investor presentation summarizing the reasons why the Company believes shareholders should support the Company’s three nominees for the Board of Directors (the “Board”) at the 2018 annual meeting of shareholders that will take place on June 17, 2019.
The Company’s presentation highlights that the three Company nominees are all new to MiMedx and are experienced executives and board members at healthcare companies. One of the Company’s nominees is MiMedx’s new Chief Executive Officer.
The presentation also describes the Board’s response to allegations of misconduct by the Company’s former Chairman and CEO, Parker H. (“Pete”) Petit, and certain members of his senior management team. Among other things, as described in the presentation, the Board’s Audit Committee conducted a thorough investigation with the assistance of outside counsel and advisors that determined that Mr. Petit had engaged in material wrongdoing.
Nevertheless, Mr. Petit is seeking to be elected to the Company’s Board, together with two of his business associates. The presentation describes why the Board believes that the election of Mr. Petit would create significant issues for the Company with many of its key constituencies.
Other highlights of the MiMedx investor presentation include:
| • | MiMedx’s director nominees are new, experienced and objective. K. Todd Newton, Dr. M. Kathleen Behrens Wilsey and Timothy R. Wright are accomplished industry professionals and, in MiMedx’s view, bring the right skills and experience required to act in the best interests of all shareholders and assist with the resolution of the remaining issues stemming from the misconduct of certain members of the former senior management team. In contrast, the Company believes that Mr. Petit and his nominees would not contribute positively to the Board or the Company’s ongoing efforts to recover from Mr. Petit’s wrongdoing. |
| • | MiMedx believes Mr. Petit is unfit to serve on its Board and that his nominees are not qualified. Mr. Petit served as the Company’s CEO and Chairman of the Board from 2009 until his separation in 2018, which was determined by the Board to be “for cause.” The Audit Committee’s independent investigation concluded that Mr. Petit and certain members of his former senior management team engaged in wrongdoing and set an inappropriate “tone at the top.” In addition, the investigation concluded that Mr. Petit emphasized short-term business |
| goals over compliance and ethics, purposely took action to disregard revenue recognition rules under GAAP and manipulate the timing and recognition of revenue, acted against employees who raised concerns about the Company’s practices and made material misstatements and omissions to the SEC, the Board and the Company’s outside auditors. MiMedx’s Board and new management team have been working hard to recover from the fallout of the wrongful conduct of Mr. Petit and certain members of his former senior management team. If Mr. Petit were to return to the Board, the Company fears much of this progress could be undone. Mr. Petit’s two nominees – one a former director of tax for a home builder and the other a West Virginia litigator – do not have industry, public company leadership, operations or Board experience, as far as the Company knows. |
| • | The Board has taken decisive remedial action, including: |
| • | Determining to recoup compensation from the Company’s former Chairman and CEO, Mr. Petit, as well as the Company’s former COO, CFO and Controller, following the completion of the restatement; |
| • | Creating an Ethics and Compliance Committee at the Board level; |
| • | Hiring a Chief Compliance Officer and implementing plans to ensure compliance and improve internal controls; |
| • | Hiring a new CEO; and |
| • | Selecting and engaging a new independent auditor. |
| • | MiMedx’s Board is implementing a Board refreshment plan. In cooperation with Prescience Point Capital Management LLC and its affiliates (“Prescience Point”), one of the Company’s largest shareholders, the Board has developed a comprehensive plan to refresh its composition. Under the plan, following the 2019 annual meeting, MiMedx Board’s ten-person Board would include six new directors. Notably, none of the incumbent directors whose terms expire at the 2018 annual meeting or the 2019 annual meeting of shareholders will stand for reelection. One of the Company’s nominees, Dr. M. Kathleen Behrens Wilsey will become Chairwoman of the MiMedx Board upon her election to the Board by shareholders. One of the Board’s other nominees, Mr. Newton, is expected to become the new Chairman of the Audit Committee following the 2019 annual meeting. |
The MiMedx Board recommends that shareholders vote in favor of the Company’s three nominees, all of whom are experienced industry executives and new to MiMedx. Because the meeting is scheduled for less than two weeks from now, the Board encourages shareholders to vote online or by phone for all of the Company’s nominees as soon as they receive the Company’s BLUE proxy card.
The investor presentation and other materials for MiMedx’s annual meeting of shareholders are available at www.VoteBlueforMiMedx.com.
Your Vote Is Important, No Matter How Many Or How Few Shares You Own.
If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting MiMedx in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders may call toll-free at 1 (877) 800-5195
Banks and Brokers may call collect at 1 (212) 750-5833
MiMedx urges you NOT to sign any white proxy card sent to you by or on behalf of Mr. Petit or his nominees.
If you have already done so, you have every legal right to change your vote by using the enclosed BLUE proxy card to vote TODAY—by telephone, by Internet or by signing, dating and returning the BLUE proxy card in the postage-paid envelope provided.
Sidley Austin LLP is acting as legal advisor to MiMedx.
About MiMedx
MiMedx® is an industry leader in advanced wound care and an emerging therapeutic biologics company developing and distributing human placental tissue allografts with patent-protected processes for multiple sectors of healthcare. The Company processes the human placental tissue utilizing its proprietary PURION® process methodology, among other processes, to produce allografts by employing aseptic processing techniques in addition to terminal sterilization. MiMedx has supplied over 1.5 million allografts to date. For additional information, please visit www.mimedx.com.
Safe Harbor
This communication includes forward-looking statements, including statements regarding the plan of MiMedx Group, Inc. (the “Company”) to refresh the Board, the effects of such refreshment on the Company and expectations with respect to Board leadership. Forward-looking statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “potential,” “will,” “would” and similar expressions and are based on current beliefs and expectations. Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements.
Actual results may differ materially from those set forth in the forward-looking statements as a result of various factors, including the results of any election at the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”) or the Company’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”). There is no assurance that the Board’s nominees will be elected at the 2018 Annual Meeting or the 2019 Annual Meeting. Any forward-looking statements speak only as of the date of this communication, and except as required by law, the Company assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Important Information
The Company has filed with the Securities and Exchange Commission (the “SEC”) and is mailing to shareholders of the Company a definitive proxy statement (the “Proxy Statement”) and accompanying BLUE proxy card in connection with the solicitation of proxies for the 2018 Annual Meeting. The Proxy Statement is publicly available and is being disseminated commencing on June 3, 2019. The Company, its directors, its director nominees and certain of its executive officers are participants in the solicitation of proxies from shareholders in respect of the 2018 Annual Meeting. Information regarding the names of the Company’s directors, director nominees and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Proxy Statement. A free copy of the Proxy Statement and other relevant documents that the Company files with the SEC may be obtained through the SEC’s website at www.sec.gov or at the Company’s website at https://mimedx.com/ as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Contacts
Investors:
Hilary Dixon
Corporate & Investor Communications
770.651.9066
investorrelations@mimedx.com
Media:
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jed Repko / Annabelle Rinehart
212.355.4449
Exhibit 99.2 M I M ED X Shareholder Presentation June 2019 1 CONFIDENTIALExhibit 99.2 M I M ED X Shareholder Presentation June 2019 1 CONFIDENTIAL
DISCLAIMER This presentation (the “Presentation”) has been designed to provide general information about MiMedx Group, Inc. (“MiMedx” or the “Company”). Any information contained or referenced herein is suitable only as an introduction to the Company. The recipient is strongly encouraged to refer to and supplement the Presentation with information the Company has filed with the Securities and Exchange Commission (“SEC”). The Presentation does not purport to include all information that may be necessary to evaluate the subject matter herein, and any recipient hereof should conduct its own independent analysis of MiMedx and the data contained or referred herein. MiMedx makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Presentation, and nothing contained in the Presentation is, or shall be, relied upon as a promise or representation, whether as to the past or to the future. Unless otherwise stated, statements in the Presentation are made as of the date of the Presentation, and nothing shall create an implication that the information contained in the Presentation is correct as of any time after such date. MiMedx reserves the right to change any of its opinions expressed in the Presentation at any time as it deems appropriate. MiMedx disclaims any obligations to update the data, information or opinions contained in the Presentation, other than required by law. MiMedx has neither sought nor obtained consent from any third party for the use of previously published information. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed in the Presentation. All registered or unregistered service marks, trademarks and trade names referred to in the Presentation are the property of their respective owners, and the Company’s use of them in the Presentation does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks or trade names. MiMedx shall not be responsible or have any liability for any misinformation contained in any third party report, SEC or other regulatory filing. Forward-Looking Statements The Presentation includes forward-looking statements, including statements regarding the potential effects of the election of Parker H. “Pete” Petit or any of his nominees to the Company’s board of directors (the “Board”), the Board’s refreshment plan and the 2018 annual meeting of shareholders of the Company (the “2018 Annual Meeting”). Forward-looking statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “potential,” “will,” “would” and similar expressions and are based on current beliefs and expectations. Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements as a result of various factors, including the results of the director elections at the 2018 Annual Meeting and the 2019 annual meeting of shareholders of the Company (the “2019 Annual Meeting”) and those factors described in the “Risk Factors” section of the Company’s definitive proxy statement filed with the SEC on May 31, 2019. There is no assurance that the Company’s nominees will be elected at the 2018 Annual Meeting or the 2019 Annual Meeting. Any forward-looking statements speak only as of the date of the Presentation, and except as required by law, the Company assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. 2DISCLAIMER This presentation (the “Presentation”) has been designed to provide general information about MiMedx Group, Inc. (“MiMedx” or the “Company”). Any information contained or referenced herein is suitable only as an introduction to the Company. The recipient is strongly encouraged to refer to and supplement the Presentation with information the Company has filed with the Securities and Exchange Commission (“SEC”). The Presentation does not purport to include all information that may be necessary to evaluate the subject matter herein, and any recipient hereof should conduct its own independent analysis of MiMedx and the data contained or referred herein. MiMedx makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Presentation, and nothing contained in the Presentation is, or shall be, relied upon as a promise or representation, whether as to the past or to the future. Unless otherwise stated, statements in the Presentation are made as of the date of the Presentation, and nothing shall create an implication that the information contained in the Presentation is correct as of any time after such date. MiMedx reserves the right to change any of its opinions expressed in the Presentation at any time as it deems appropriate. MiMedx disclaims any obligations to update the data, information or opinions contained in the Presentation, other than required by law. MiMedx has neither sought nor obtained consent from any third party for the use of previously published information. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed in the Presentation. All registered or unregistered service marks, trademarks and trade names referred to in the Presentation are the property of their respective owners, and the Company’s use of them in the Presentation does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks or trade names. MiMedx shall not be responsible or have any liability for any misinformation contained in any third party report, SEC or other regulatory filing. Forward-Looking Statements The Presentation includes forward-looking statements, including statements regarding the potential effects of the election of Parker H. “Pete” Petit or any of his nominees to the Company’s board of directors (the “Board”), the Board’s refreshment plan and the 2018 annual meeting of shareholders of the Company (the “2018 Annual Meeting”). Forward-looking statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “potential,” “will,” “would” and similar expressions and are based on current beliefs and expectations. Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements as a result of various factors, including the results of the director elections at the 2018 Annual Meeting and the 2019 annual meeting of shareholders of the Company (the “2019 Annual Meeting”) and those factors described in the “Risk Factors” section of the Company’s definitive proxy statement filed with the SEC on May 31, 2019. There is no assurance that the Company’s nominees will be elected at the 2018 Annual Meeting or the 2019 Annual Meeting. Any forward-looking statements speak only as of the date of the Presentation, and except as required by law, the Company assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. 2
MI MED X TABLE OF CONTENTS I Executive Summary II Timeline of Events: 2018 to Present III The Board’s Actions IV The 2018 Annual Meeting V Conclusion VI Appendix: Additional Information About the Company 3MI MED X TABLE OF CONTENTS I Executive Summary II Timeline of Events: 2018 to Present III The Board’s Actions IV The 2018 Annual Meeting V Conclusion VI Appendix: Additional Information About the Company 3
I. EXECUTIVE SUMMARY 4I. EXECUTIVE SUMMARY 4
MI MED X EXECUTIVE SUMMARY In Q1 2018, the Company announced that potential accounting issues required investigation before audited financial statements could be provided to shareholders • In Q2 2018, the Audit Committee concluded that the Company’s financial statements could no longer be relied upon due to the actions of prior management. The new management team began the process of restating the Company’s financials for fiscal years 2012 through 2016 and interim periods of 2017 • The lack of current financial statements has delayed the 2018 Annual Meeting and led to the Company’s shares being delisted from Nasdaq The Audit Committee has undertaken a comprehensive review of alleged misconduct by certain members of MiMedx’s former management and has taken deliberate actions to address these allegations • The allegations of wrongdoing included revenue recognition practices, revenue management activities, actions taken against “whistleblowers,” the tone set by former senior management and Anti-Kickback Statute and related allegations • The Audit Committee launched an independent investigation, with the assistance of independent outside counsel and forensic accountants; more than 1.5 million documents were reviewed 2011 - A summary of certain findings of the independent investigation was released on May 23, 2019 - As described more fully in our proxy statement, the investigation determined there was material wrongdoing by our prior CEO, Parker (“Pete”) Petit, and other members of former senior management, including disregarding of revenue recognition accounting principles and making material misstatements to the Board, Audit Committee, auditors and regulators • The Audit Committee has engaged a new independent audit firm • The efforts to restate prior period financials plus an audit of 2016, 2017 and 2018 are ongoing Both the SEC and DOJ have launched investigations; the Company is cooperating The Board has hired a new CEO and taken action with respect to MiMedx’s former management • The Board determined that the separations of the Company’s former Chairman and CEO, Mr. Petit, the Company’s former Chief Operating Officer (who also served on the Board), William C. Taylor, the Company’s former Chief Financial Officer, Michael J. Senken, and the Company’s former Controller, John Cranston, were “for cause” • The Board has announced its intention to “claw back” executive compensation from Mr. Petit and others 5MI MED X EXECUTIVE SUMMARY In Q1 2018, the Company announced that potential accounting issues required investigation before audited financial statements could be provided to shareholders • In Q2 2018, the Audit Committee concluded that the Company’s financial statements could no longer be relied upon due to the actions of prior management. The new management team began the process of restating the Company’s financials for fiscal years 2012 through 2016 and interim periods of 2017 • The lack of current financial statements has delayed the 2018 Annual Meeting and led to the Company’s shares being delisted from Nasdaq The Audit Committee has undertaken a comprehensive review of alleged misconduct by certain members of MiMedx’s former management and has taken deliberate actions to address these allegations • The allegations of wrongdoing included revenue recognition practices, revenue management activities, actions taken against “whistleblowers,” the tone set by former senior management and Anti-Kickback Statute and related allegations • The Audit Committee launched an independent investigation, with the assistance of independent outside counsel and forensic accountants; more than 1.5 million documents were reviewed 2011 - A summary of certain findings of the independent investigation was released on May 23, 2019 - As described more fully in our proxy statement, the investigation determined there was material wrongdoing by our prior CEO, Parker (“Pete”) Petit, and other members of former senior management, including disregarding of revenue recognition accounting principles and making material misstatements to the Board, Audit Committee, auditors and regulators • The Audit Committee has engaged a new independent audit firm • The efforts to restate prior period financials plus an audit of 2016, 2017 and 2018 are ongoing Both the SEC and DOJ have launched investigations; the Company is cooperating The Board has hired a new CEO and taken action with respect to MiMedx’s former management • The Board determined that the separations of the Company’s former Chairman and CEO, Mr. Petit, the Company’s former Chief Operating Officer (who also served on the Board), William C. Taylor, the Company’s former Chief Financial Officer, Michael J. Senken, and the Company’s former Controller, John Cranston, were “for cause” • The Board has announced its intention to “claw back” executive compensation from Mr. Petit and others 5
MI MED X EXECUTIVE SUMMARY: THE ELECTION CONTEST The Board has developed a comprehensive Board refreshment plan that includes nominating or appointing six new directors to the Board • The Board worked with Prescience Point Capital Management LLC and its affiliates (“Prescience Point”), a 6.8% shareholder, in devising the plan and identifying suitable candidates • None of the incumbent directors whose terms expire at the 2018 and 2019 annual meetings will stand for reelection • For the 2018 Annual Meeting, which will be held on June 17, 2019, the Company is nominating three new directors with extensive executive and Board experience at healthcare companies; none of the incumbent directors is standing for re-election - One of our 2018 nominees, Dr. Katherine Behrens Wilsey, would become the new Chairwoman of the Board, if elected - Our two other candidates are our new CEO, Mr. Timothy Wright, and a candidate identified by Prescience Point, Mr. K. Todd Newton • If elected, we expect Mr. Newton to become Chairman of the Audit Committee after the 2019 annual meeting Mr. Petit, the Company’s former CEO who committed material wrongdoing and damaged the Company, is trying to get re-elected to our Board along with two of his hand-picked business associates 2011 • We believe Mr. Petit’s election to our Board would wreak havoc on the Company’s efforts to recover from the extensive wrongdoing under Mr. Petit’s leadership • Mr. Petit has stated that he wants to gain control of the Board by electing three candidates at each of the 2018 and 2019 annual meetings • We believe Mr. Petit’s presence in our boardroom would disrupt our attempt to regain credibility with the Company’s key constituents – our employees, customers, suppliers, regulators and business partners - We believe Mr. Petit’s election would send the wrong signal from a culture, compliance and ethics perspective - At the very least, Mr. Petit’s return to our Board would be a major distraction that would introduce conflicts of interest and significantly slow down the restatement effort which is critical to having the stock relisted on a major exchange - The Company believes that if Mr. Petit were to be elected to the Board there would be a very high risk that any previously engaged auditor would resign and that the Company could not engage a new auditor, or other advisors In our view, the Company’s nominees are more qualified to independently oversee MiMedx and its recovery than Mr. Petit and his hand-picked nominees 6MI MED X EXECUTIVE SUMMARY: THE ELECTION CONTEST The Board has developed a comprehensive Board refreshment plan that includes nominating or appointing six new directors to the Board • The Board worked with Prescience Point Capital Management LLC and its affiliates (“Prescience Point”), a 6.8% shareholder, in devising the plan and identifying suitable candidates • None of the incumbent directors whose terms expire at the 2018 and 2019 annual meetings will stand for reelection • For the 2018 Annual Meeting, which will be held on June 17, 2019, the Company is nominating three new directors with extensive executive and Board experience at healthcare companies; none of the incumbent directors is standing for re-election - One of our 2018 nominees, Dr. Katherine Behrens Wilsey, would become the new Chairwoman of the Board, if elected - Our two other candidates are our new CEO, Mr. Timothy Wright, and a candidate identified by Prescience Point, Mr. K. Todd Newton • If elected, we expect Mr. Newton to become Chairman of the Audit Committee after the 2019 annual meeting Mr. Petit, the Company’s former CEO who committed material wrongdoing and damaged the Company, is trying to get re-elected to our Board along with two of his hand-picked business associates 2011 • We believe Mr. Petit’s election to our Board would wreak havoc on the Company’s efforts to recover from the extensive wrongdoing under Mr. Petit’s leadership • Mr. Petit has stated that he wants to gain control of the Board by electing three candidates at each of the 2018 and 2019 annual meetings • We believe Mr. Petit’s presence in our boardroom would disrupt our attempt to regain credibility with the Company’s key constituents – our employees, customers, suppliers, regulators and business partners - We believe Mr. Petit’s election would send the wrong signal from a culture, compliance and ethics perspective - At the very least, Mr. Petit’s return to our Board would be a major distraction that would introduce conflicts of interest and significantly slow down the restatement effort which is critical to having the stock relisted on a major exchange - The Company believes that if Mr. Petit were to be elected to the Board there would be a very high risk that any previously engaged auditor would resign and that the Company could not engage a new auditor, or other advisors In our view, the Company’s nominees are more qualified to independently oversee MiMedx and its recovery than Mr. Petit and his hand-picked nominees 6
MIMEDX’S NOMINEES ARE NEW, EXPERIENCED AND OBJECTIVE MIMEDX NOMINEES PETE PETIT’S NOMINEES Tim Wright Kathy Behrens Wilsey Todd Newton Pete Petit David Furstenburg Shawn George NEW TO MIMEDX ✔✔✔✔✔ PUBLIC COMPANY ✔✔✔✔ BOARD EXPERIENCE HEALTHCARE ✔✔✔✔ EXPERIENCE UNBLEMISHED PUBLIC NO RECORD NO RECORD ✔✔✔ COMPANY RECORD SUPPORTED BY LARGE ✔✔✔ SHAREHOLDER 7MIMEDX’S NOMINEES ARE NEW, EXPERIENCED AND OBJECTIVE MIMEDX NOMINEES PETE PETIT’S NOMINEES Tim Wright Kathy Behrens Wilsey Todd Newton Pete Petit David Furstenburg Shawn George NEW TO MIMEDX ✔✔✔✔✔ PUBLIC COMPANY ✔✔✔✔ BOARD EXPERIENCE HEALTHCARE ✔✔✔✔ EXPERIENCE UNBLEMISHED PUBLIC NO RECORD NO RECORD ✔✔✔ COMPANY RECORD SUPPORTED BY LARGE ✔✔✔ SHAREHOLDER 7
MI MED X COMPANY OVERVIEW • Leading advanced wound care and emerging therapeutic biologics company focused on developing and 1.5mm marketing proprietary allografts processed from human amniotic tissue for the care and treatment of wounds Allografts Distributed to Date and other degenerative musculoskeletal conditions • Largest vertically integrated supply and delivery network of amniotic tissue providing differentiated product offerings to patients throughout the care continuum 290+ Direct Sales Team - Large placenta donation recovery network throughout the U.S. - Proprietary PURION® process revolutionized the processing of amniotic tissue by creating shelf-stable, immunologically privileged products that are easy to use 40+ - Vast scientific data set on properties of amniotic tissue Scientific and Clinical Publications 2011 - Extensive sales network with supporting reimbursement, regulatory & health policy infrastructure • Core products currently regulated under Section 361 of the Public Health Service Act (PHSA), enabling extensive product applicability across multiple applications due to strong safety profile 300mm+ • Expansion opportunities for Food and Drug Administration (FDA) approved BLA indications addressing Covered Lives inflammation across multiple therapeutic areas with significant market potential, including musculoskeletal degeneration, pain and function • Clinically proficient and experienced sales force with capacity to promote additional products in wound care 45+ Issued Patents • Headquartered in Marietta, Georgia (and 90+ Pending) As of June 4, 2019 8MI MED X COMPANY OVERVIEW • Leading advanced wound care and emerging therapeutic biologics company focused on developing and 1.5mm marketing proprietary allografts processed from human amniotic tissue for the care and treatment of wounds Allografts Distributed to Date and other degenerative musculoskeletal conditions • Largest vertically integrated supply and delivery network of amniotic tissue providing differentiated product offerings to patients throughout the care continuum 290+ Direct Sales Team - Large placenta donation recovery network throughout the U.S. - Proprietary PURION® process revolutionized the processing of amniotic tissue by creating shelf-stable, immunologically privileged products that are easy to use 40+ - Vast scientific data set on properties of amniotic tissue Scientific and Clinical Publications 2011 - Extensive sales network with supporting reimbursement, regulatory & health policy infrastructure • Core products currently regulated under Section 361 of the Public Health Service Act (PHSA), enabling extensive product applicability across multiple applications due to strong safety profile 300mm+ • Expansion opportunities for Food and Drug Administration (FDA) approved BLA indications addressing Covered Lives inflammation across multiple therapeutic areas with significant market potential, including musculoskeletal degeneration, pain and function • Clinically proficient and experienced sales force with capacity to promote additional products in wound care 45+ Issued Patents • Headquartered in Marietta, Georgia (and 90+ Pending) As of June 4, 2019 8
II. TIMELINE OF EVENTS 2018 TO P RESENT 9II. TIMELINE OF EVENTS 2018 TO P RESENT 9
MI MED X BRIEF HISTORY OF MIMEDX’S ACCOUNTING ISSUES MiMedx announces that it cannot release financials and has begun an investigation E&Y resigns as auditor MiMedx announces hiring of new auditor Audit Committee announces 2012- MiMedx 2016 financials announces cannot be relied Nasdaq upon MiMedx delisting announces findings of audit committee Petit and COO independent are separated investigation from Company 10MI MED X BRIEF HISTORY OF MIMEDX’S ACCOUNTING ISSUES MiMedx announces that it cannot release financials and has begun an investigation E&Y resigns as auditor MiMedx announces hiring of new auditor Audit Committee announces 2012- MiMedx 2016 financials announces cannot be relied Nasdaq upon MiMedx delisting announces findings of audit committee Petit and COO independent are separated investigation from Company 10
MI MED X TIMELINE OF EVENTS: JANUARY TO JUNE 2018 2018 2018 Q1 Q2 Postponed release of financial results Announced unreviewed results for Q1 2018 (that are preliminary and may be • • Financials / • U.S. DOJ conducted investigation in parallel to SEC into subject to change) and 2018 Annual Meeting postponement Annual Meeting reporting matters Management began the process of restating the Company’s financials • • Audit Committee commenced independent investigation on • Audit Committee concluded that the Company’s financial statements could no Board February 20, 2018 longer be relied upon. • The Company’s CFO and its Vice President, Corporate Controller and Treasurer Management departed the Company • Appointed Interim CFO Parker Petit • Served as Chairman and CEO of MiMedx • Served as Chairman and CEO of MiMedx Prescience Point Capital 11MI MED X TIMELINE OF EVENTS: JANUARY TO JUNE 2018 2018 2018 Q1 Q2 Postponed release of financial results Announced unreviewed results for Q1 2018 (that are preliminary and may be • • Financials / • U.S. DOJ conducted investigation in parallel to SEC into subject to change) and 2018 Annual Meeting postponement Annual Meeting reporting matters Management began the process of restating the Company’s financials • • Audit Committee commenced independent investigation on • Audit Committee concluded that the Company’s financial statements could no Board February 20, 2018 longer be relied upon. • The Company’s CFO and its Vice President, Corporate Controller and Treasurer Management departed the Company • Appointed Interim CFO Parker Petit • Served as Chairman and CEO of MiMedx • Served as Chairman and CEO of MiMedx Prescience Point Capital 11
MI MED X TIMELINE OF EVENTS: JULY TO DECEMBER 2018 2018 2018 Q3 Q4 Financials / • Termination of lending parties' commitments to make loans and • Nasdaq delisting announcement due to inability to file audited financials Annual Meeting issue letters of credit • E&Y resigned from engagement to audit the Company's financials for 2017 and 2018 • Former Lead Director appointed as Chairman • Mr. Taylor resigned from the Board Board • Board determined executive departures are for cause • Approved long-range strategic plan • Board announced intention to recover compensation paid during period of wrongful conduct • Company announced broad-based organizational realignment • Mr. Taylor resigned from his position as President and Chief • Announcement of cost reduction and efficiency program and certain leadership Management Operating Officer changes and promotions • Appointed interim CEO • Developed long-range plan with assistance of leading strategic advisory firm • Resigned from the Board • Resigned as Chairman and CEO on July 2 but refused to resign • Filed an amendment to his Schedule 13D reporting his intention to consider various Parker Petit from the Board actions including an extraordinary transaction, changes to the Board or management, and changes to the Company’s charter or bylaws Prescience Point • Contacted the Company to initiate dialogue with the Board Capital 12MI MED X TIMELINE OF EVENTS: JULY TO DECEMBER 2018 2018 2018 Q3 Q4 Financials / • Termination of lending parties' commitments to make loans and • Nasdaq delisting announcement due to inability to file audited financials Annual Meeting issue letters of credit • E&Y resigned from engagement to audit the Company's financials for 2017 and 2018 • Former Lead Director appointed as Chairman • Mr. Taylor resigned from the Board Board • Board determined executive departures are for cause • Approved long-range strategic plan • Board announced intention to recover compensation paid during period of wrongful conduct • Company announced broad-based organizational realignment • Mr. Taylor resigned from his position as President and Chief • Announcement of cost reduction and efficiency program and certain leadership Management Operating Officer changes and promotions • Appointed interim CEO • Developed long-range plan with assistance of leading strategic advisory firm • Resigned from the Board • Resigned as Chairman and CEO on July 2 but refused to resign • Filed an amendment to his Schedule 13D reporting his intention to consider various Parker Petit from the Board actions including an extraordinary transaction, changes to the Board or management, and changes to the Company’s charter or bylaws Prescience Point • Contacted the Company to initiate dialogue with the Board Capital 12
MI MED X TIMELINE OF EVENTS: JANUARY TO JUNE 2019 2019 2019 Q1 Q2 Financials / • Announced retention of new auditor Annual Meeting • Audit Committee announced the findings of its independent investigation • Announcement of long-range strategic plan to enhance value for all stakeholders Board • Audit Committee investigation continued • Announcement of comprehensive Board refreshment plan in cooperation with Prescience Point • Search for permanent CEO identified and evaluated final Management • New CEO, Timothy Wright, is hired candidates • Announced his intention to nominate directors Parker Petit • Filed definitive proxy statement seeking to elect himself and two business associates to the Board • Published a research report on MiMedx • After indicating its intention to nominate four candidates, entered into Prescience Point • Indicated a desire to help the Board with identification of cooperation agreement with the Company Capital directors and Board refreshment • Agreed to support the Company’s slate of directors 13MI MED X TIMELINE OF EVENTS: JANUARY TO JUNE 2019 2019 2019 Q1 Q2 Financials / • Announced retention of new auditor Annual Meeting • Audit Committee announced the findings of its independent investigation • Announcement of long-range strategic plan to enhance value for all stakeholders Board • Audit Committee investigation continued • Announcement of comprehensive Board refreshment plan in cooperation with Prescience Point • Search for permanent CEO identified and evaluated final Management • New CEO, Timothy Wright, is hired candidates • Announced his intention to nominate directors Parker Petit • Filed definitive proxy statement seeking to elect himself and two business associates to the Board • Published a research report on MiMedx • After indicating its intention to nominate four candidates, entered into Prescience Point • Indicated a desire to help the Board with identification of cooperation agreement with the Company Capital directors and Board refreshment • Agreed to support the Company’s slate of directors 13
III. THE BOARD’S ACTIONS 14III. THE BOARD’S ACTIONS 14
MI MED X THE AUDIT COMMITTEE INITIATED A THOROUGH INVESTIGATION The Audit Committee took immediate action to investigate the allegations of potential wrongdoing • The Audit Committee initiated an independent investigation into allegations in five areas: - Revenue recognition practices - Revenue management activities - Actions taken against “whistleblowers” - The tone set by former senior management - Anti-Kickback Statute and related allegations • The Audit Committee hired independent counsel, King & Spalding LLP, with a broad mandate to investigate the allegations - King & Spalding independently engaged the accounting firm, KPMG LLP, to help with its forensic investigation 2011 • The clear directive for the investigation was to uncover the truth • The investigation took over 15 months to complete The independent counsel and advisors conducted a thorough investigation • Reviewed over 1.5 million documents • Interviewed 85 witnesses, some more than once • Reviewed 2,750 hours of video from a secret surveillance system installed at the direction of Mr. Petit • Reviewed telephone recordings captured by prior management without the knowledge or consent of all conversation participants The Audit Committee and Board have remained deeply engaged in helping the Company recover • The Audit Committee held 84 meetings since the investigation began • The full Board met 22 times in 2018 15MI MED X THE AUDIT COMMITTEE INITIATED A THOROUGH INVESTIGATION The Audit Committee took immediate action to investigate the allegations of potential wrongdoing • The Audit Committee initiated an independent investigation into allegations in five areas: - Revenue recognition practices - Revenue management activities - Actions taken against “whistleblowers” - The tone set by former senior management - Anti-Kickback Statute and related allegations • The Audit Committee hired independent counsel, King & Spalding LLP, with a broad mandate to investigate the allegations - King & Spalding independently engaged the accounting firm, KPMG LLP, to help with its forensic investigation 2011 • The clear directive for the investigation was to uncover the truth • The investigation took over 15 months to complete The independent counsel and advisors conducted a thorough investigation • Reviewed over 1.5 million documents • Interviewed 85 witnesses, some more than once • Reviewed 2,750 hours of video from a secret surveillance system installed at the direction of Mr. Petit • Reviewed telephone recordings captured by prior management without the knowledge or consent of all conversation participants The Audit Committee and Board have remained deeply engaged in helping the Company recover • The Audit Committee held 84 meetings since the investigation began • The full Board met 22 times in 2018 15
MI MED X THE INVESTIGATION FINDINGS THE FINDINGS OF THE INVESTIGATION INCLUDE:* Improper Revenue Recognition under GAAP. Mr. Petit, the Company’s former Chief Operating Officer, William C. Taylor, the Company’s former Chief Financial Officer, Michael J. Senken, and the Company’s former Controller, John Cranston, were aware of the Company’s course of dealing with its largest distributor, that this course of dealing was inconsistent with the explicit terms of the contract, and that, by at least early 2016, this course of dealing impacted the way in which the Company was recognizing revenue from this distributor, which was a key fact in the determination that the Company’s revenue recognition was improper under GAAP. The Need to Restate Financials. The Audit Committee concluded that the Company’s previously issued financial statements for the years 2012 through 2011 2016, along with the previously issued unaudited financial statements included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, would need to be restated. Manipulating the Timing of Revenue Recognition. Conduct that appears to have been designed to manipulate timing and recognition of revenue, including instances of intentionally shipping types and volumes of product not needed by the customer and recording revenue, typically near the end of a reporting period, and facilitating such sales through “side deals” that changed payment terms or permitted returns and exchanges in subsequent accounting periods. * This description is qualified by the more comprehensive description contained in the Company’s Form 8-K filed on May 23, 2019. 16MI MED X THE INVESTIGATION FINDINGS THE FINDINGS OF THE INVESTIGATION INCLUDE:* Improper Revenue Recognition under GAAP. Mr. Petit, the Company’s former Chief Operating Officer, William C. Taylor, the Company’s former Chief Financial Officer, Michael J. Senken, and the Company’s former Controller, John Cranston, were aware of the Company’s course of dealing with its largest distributor, that this course of dealing was inconsistent with the explicit terms of the contract, and that, by at least early 2016, this course of dealing impacted the way in which the Company was recognizing revenue from this distributor, which was a key fact in the determination that the Company’s revenue recognition was improper under GAAP. The Need to Restate Financials. The Audit Committee concluded that the Company’s previously issued financial statements for the years 2012 through 2011 2016, along with the previously issued unaudited financial statements included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, would need to be restated. Manipulating the Timing of Revenue Recognition. Conduct that appears to have been designed to manipulate timing and recognition of revenue, including instances of intentionally shipping types and volumes of product not needed by the customer and recording revenue, typically near the end of a reporting period, and facilitating such sales through “side deals” that changed payment terms or permitted returns and exchanges in subsequent accounting periods. * This description is qualified by the more comprehensive description contained in the Company’s Form 8-K filed on May 23, 2019. 16
MI MED X THE INVESTIGATION FINDINGS (CONTINUED) THE FINDINGS OF THE INVESTIGATION INCLUDE:* Material Misstatements by Former Senior Management. Messrs. Petit, Taylor, Senken and Cranston made material misstatements and omissions to key stakeholders, such as the Board, the Company’s external auditors and the Securities and Exchange Commission (“SEC”). At one point, Mr. Petit falsely testified under oath during a deposition when discussing the Company’s largest distributor. Action Against Whistleblowers/Secret Surveillance System. Messrs. Petit and Taylor engaged in a pattern of taking action against employees who 2011 raised concerns about the Company’s practices. Mr. Petit directed an internal investigation dubbed “Project Snow White” that sought to uncover wrongdoing committed by such employees, rather than the merits of their allegations. As part of this, a secret video surveillance system was installed to record interviews and employee discussions without their knowledge or consent. All this was done in an effort to discredit whistleblowers or find some wrongdoing to justify re-assignment, discipline or even termination. Management Set an Inappropriate Tone at the Top. Messrs. Petit and Taylor set an inappropriate “tone at the top” at MiMedx and emphasized short- term business goals over compliance and ethics, purposely took action to disregard revenue recognition rules under GAAP and manipulate the timing and recognition of revenue, acted against employees who raised concerns about the Company’s practices and marginalized the Company’s legal and accounting departments and advisors. * This description is qualified by the more comprehensive description contained in the Company’s Form 8-K filed on May 23, 2019. 17MI MED X THE INVESTIGATION FINDINGS (CONTINUED) THE FINDINGS OF THE INVESTIGATION INCLUDE:* Material Misstatements by Former Senior Management. Messrs. Petit, Taylor, Senken and Cranston made material misstatements and omissions to key stakeholders, such as the Board, the Company’s external auditors and the Securities and Exchange Commission (“SEC”). At one point, Mr. Petit falsely testified under oath during a deposition when discussing the Company’s largest distributor. Action Against Whistleblowers/Secret Surveillance System. Messrs. Petit and Taylor engaged in a pattern of taking action against employees who 2011 raised concerns about the Company’s practices. Mr. Petit directed an internal investigation dubbed “Project Snow White” that sought to uncover wrongdoing committed by such employees, rather than the merits of their allegations. As part of this, a secret video surveillance system was installed to record interviews and employee discussions without their knowledge or consent. All this was done in an effort to discredit whistleblowers or find some wrongdoing to justify re-assignment, discipline or even termination. Management Set an Inappropriate Tone at the Top. Messrs. Petit and Taylor set an inappropriate “tone at the top” at MiMedx and emphasized short- term business goals over compliance and ethics, purposely took action to disregard revenue recognition rules under GAAP and manipulate the timing and recognition of revenue, acted against employees who raised concerns about the Company’s practices and marginalized the Company’s legal and accounting departments and advisors. * This description is qualified by the more comprehensive description contained in the Company’s Form 8-K filed on May 23, 2019. 17
MI MED X MR. PETIT’S CONDUCT HAS HARMED MIMEDX AND S HA RE HO L D ER S Shareholders do not have current or historical financial statements upon which they can rely • MiMedx is in the process of restating its audited financial statements for the years 2012 to 2016 and preparing audited financial statements for 2016, 2017 and 2018 • In the meantime, shareholders have limited visibility into the financial performance of the business MiMedx stock was delisted from Nasdaq, leading to lower liquidity MiMedx stock has declined in value • Stock dropped to a low of $1.15/share in December 2018 from more than $17/share before the accounting issues were revealed in early 2018 • Market cap lost approximately $1.8 billion in value, dropping from approximately $1.96 billion before the accounting issues were revealed to $145 million in December 2018 MiMedx’s lenders have terminated their commitments under the credit facility and LOCs • In August 2018, the Company’s lenders terminated their commitments due to MiMedx’s inability to produce SEC-compliant financial statements 2011 MiMedx is facing numerous lawsuits and regulatory investigations, with the possibility of significant liability • Lawsuits by numerous shareholders alleging breach of fiduciary duties, corporate waste and unjust enrichment • Investigations by the SEC and DOJ • Investigation by the Department of Veterans Affairs (“VA”) into MiMedx’s financial relationships with VA providers • Lawsuits by former employees regarding alleged retaliation by MiMedx under Mr. Petit MiMedx continues to incur significant investigation and defense costs MiMedx’s brand and reputation have been harmed • Reputational harm has implications for ongoing customer relationships, hiring and retaining employees and marketing to customers and payers 18MI MED X MR. PETIT’S CONDUCT HAS HARMED MIMEDX AND S HA RE HO L D ER S Shareholders do not have current or historical financial statements upon which they can rely • MiMedx is in the process of restating its audited financial statements for the years 2012 to 2016 and preparing audited financial statements for 2016, 2017 and 2018 • In the meantime, shareholders have limited visibility into the financial performance of the business MiMedx stock was delisted from Nasdaq, leading to lower liquidity MiMedx stock has declined in value • Stock dropped to a low of $1.15/share in December 2018 from more than $17/share before the accounting issues were revealed in early 2018 • Market cap lost approximately $1.8 billion in value, dropping from approximately $1.96 billion before the accounting issues were revealed to $145 million in December 2018 MiMedx’s lenders have terminated their commitments under the credit facility and LOCs • In August 2018, the Company’s lenders terminated their commitments due to MiMedx’s inability to produce SEC-compliant financial statements 2011 MiMedx is facing numerous lawsuits and regulatory investigations, with the possibility of significant liability • Lawsuits by numerous shareholders alleging breach of fiduciary duties, corporate waste and unjust enrichment • Investigations by the SEC and DOJ • Investigation by the Department of Veterans Affairs (“VA”) into MiMedx’s financial relationships with VA providers • Lawsuits by former employees regarding alleged retaliation by MiMedx under Mr. Petit MiMedx continues to incur significant investigation and defense costs MiMedx’s brand and reputation have been harmed • Reputational harm has implications for ongoing customer relationships, hiring and retaining employees and marketing to customers and payers 18
MI MED X THE BOARD TOOK DECISIVE ACTION Since February 2018, the Board: • Determined that previously filed financial statements could not be relied upon • Directed management to begin the process of restating the Company’s financials • Determined the employment separation of the Company’s former CEO, CFO, COO and Controller were “for cause” • Announced that it intends to clawback executive compensation, following the completion of the restatement • Hired a new CEO • Created an Ethics and Compliance Committee at the Board level • Hired new senior-level managers to ensure compliance and improve internal controls - Hired a Chief Compliance Officer 2011 - Hired new accounting and finance personnel to remediate material weaknesses in the Company’s financial controls and bolster internal controls - Hired a new Vice President of Internal Audit to rebuild the integrity of the Company’s internal audit function - Developed comprehensive corporate and accounting policies to ensure new standards of practice and reliable reporting - Established an independent compliance department reporting directly to the Ethics and Compliance Committee Following the announcement of the findings of the independent investigation, the Board took further key steps: • Approved the engagement of BDO USA, LLP as the Company’s new independent registered public accounting firm • Developed a Board refreshment plan in cooperation with one of the Company’s largest shareholders 19MI MED X THE BOARD TOOK DECISIVE ACTION Since February 2018, the Board: • Determined that previously filed financial statements could not be relied upon • Directed management to begin the process of restating the Company’s financials • Determined the employment separation of the Company’s former CEO, CFO, COO and Controller were “for cause” • Announced that it intends to clawback executive compensation, following the completion of the restatement • Hired a new CEO • Created an Ethics and Compliance Committee at the Board level • Hired new senior-level managers to ensure compliance and improve internal controls - Hired a Chief Compliance Officer 2011 - Hired new accounting and finance personnel to remediate material weaknesses in the Company’s financial controls and bolster internal controls - Hired a new Vice President of Internal Audit to rebuild the integrity of the Company’s internal audit function - Developed comprehensive corporate and accounting policies to ensure new standards of practice and reliable reporting - Established an independent compliance department reporting directly to the Ethics and Compliance Committee Following the announcement of the findings of the independent investigation, the Board took further key steps: • Approved the engagement of BDO USA, LLP as the Company’s new independent registered public accounting firm • Developed a Board refreshment plan in cooperation with one of the Company’s largest shareholders 19
MI MED X NEW SENIOR MANAGEMENT TEAM THE BOARD HIRED NEW, EXPERIENCED MANAGEMENT TO OVERSEE THE COMPANY TIMOTHY R. EDWARD J. W RIG HT B O RKO W SKI CE O EVP AND INTERIM CFO Mr. Wright joined MiMedx as CEO in May 2019 Mr. Borkowski joined MiMedx in April 2018 after a comprehensive CEO search as EVP and was appointed Interim CFO in June 2018 2011 SKILLS AND EXPERIENCE SKILLS AND EXPERIENCE • 30 years of experience in the pharmaceutical, biotech and medical device industries • 30 years of financial experience and increasing responsibility in the pharmaceutical industry • Track record of revenue growth and margin expansion • CFO at ACETO Corporation, an international pharmaceutical distributor • CEO experience at M2Gen, Curaxis Pharmaceutical and AAI Pharma • CFO and EVP at Concordia International Corp, (now ADVANZ PHARMA Corp.) a • EVP, Head of M&A, Strategy and Innovation at Teva Pharmaceutical Industries specialty pharmaceutical company • President of Imaging Solutions and Pharmaceuticals Products for Covidien • CFO at Amerigen Pharmaceuticals • Public board experience at Agenus, Inc. and Curaxis Pharmaceutical Corporation • Public board experience at AzurRX Biopharma, Co-Diagnostics, Inc. and Acacia Pharma Group Plc. 20MI MED X NEW SENIOR MANAGEMENT TEAM THE BOARD HIRED NEW, EXPERIENCED MANAGEMENT TO OVERSEE THE COMPANY TIMOTHY R. EDWARD J. W RIG HT B O RKO W SKI CE O EVP AND INTERIM CFO Mr. Wright joined MiMedx as CEO in May 2019 Mr. Borkowski joined MiMedx in April 2018 after a comprehensive CEO search as EVP and was appointed Interim CFO in June 2018 2011 SKILLS AND EXPERIENCE SKILLS AND EXPERIENCE • 30 years of experience in the pharmaceutical, biotech and medical device industries • 30 years of financial experience and increasing responsibility in the pharmaceutical industry • Track record of revenue growth and margin expansion • CFO at ACETO Corporation, an international pharmaceutical distributor • CEO experience at M2Gen, Curaxis Pharmaceutical and AAI Pharma • CFO and EVP at Concordia International Corp, (now ADVANZ PHARMA Corp.) a • EVP, Head of M&A, Strategy and Innovation at Teva Pharmaceutical Industries specialty pharmaceutical company • President of Imaging Solutions and Pharmaceuticals Products for Covidien • CFO at Amerigen Pharmaceuticals • Public board experience at Agenus, Inc. and Curaxis Pharmaceutical Corporation • Public board experience at AzurRX Biopharma, Co-Diagnostics, Inc. and Acacia Pharma Group Plc. 20
MI MED X THE BOARD IS COMMITTED TO ORDERLY REFRESHMENT • Under the Board’s refreshment plan, following the 2019 annual meeting, the MiMedx Board will consist of six new directors on the Company’s ten-person Board • In addition, except for the Company’s General Counsel, who joined MiMedx in 2015, all of the Company’s executive officers are new to their current positions at the Company since December 2017 Comprehensive Board refreshment was developed in conjunction with one of THE BOARD REFRESHMENT* the Company’s largest shareholders, Prescience Point To be recruited by Dr. M. Kathleen Behrens James L. Bierman Prescience Point & K. Todd Newton Richard J. Barry Wilsey (2019 Class) (Audit Chair) MiMedx (2019 Class) (Chairwoman) (2019 Class) Timothy R. Wright Neil S. Yeston Luis A. Aguilar Charles R. Evans Charles E. Koob (CEO) (2020 Class) (2020 Class) (2020 Class) (2020 Class) Since May 2019 Edward J. Borkowski EVP Interim CFO Since June 2018** New Class II Alexandra Haden Up for Election General Counsel & Secretary Dr. I. Mark Landy Scott Turner EVP Chief Strategy SVP Operations & New to MiMedx or Officer Procurement Newly Appointed Since Dec. 2018*** Since Dec. 2017 Position *Assumes the Company prevails at the 2018 and 2019 annual shareholder meetings. If elected, Dr. Behrens-Wilsey is expected to become Chairwoman of the Board and, following the 2019 annual meeting, Todd Newton is expected to become Chairman of the Audit Committee ** Edward Borkowski joined MiMedx on April 19, 2018 and was EVP and Principal Accounting Officer until his appointment as EVP and Interim Chief Financial Officer on June 6, 2018 *** Dr. Mark Landy joined MiMedx on July 7, 2016 and was Senior Vice President of Strategic Initiatives until his appointment as EVP Chief Strategy Officer on December 5, 2018 21MI MED X THE BOARD IS COMMITTED TO ORDERLY REFRESHMENT • Under the Board’s refreshment plan, following the 2019 annual meeting, the MiMedx Board will consist of six new directors on the Company’s ten-person Board • In addition, except for the Company’s General Counsel, who joined MiMedx in 2015, all of the Company’s executive officers are new to their current positions at the Company since December 2017 Comprehensive Board refreshment was developed in conjunction with one of THE BOARD REFRESHMENT* the Company’s largest shareholders, Prescience Point To be recruited by Dr. M. Kathleen Behrens James L. Bierman Prescience Point & K. Todd Newton Richard J. Barry Wilsey (2019 Class) (Audit Chair) MiMedx (2019 Class) (Chairwoman) (2019 Class) Timothy R. Wright Neil S. Yeston Luis A. Aguilar Charles R. Evans Charles E. Koob (CEO) (2020 Class) (2020 Class) (2020 Class) (2020 Class) Since May 2019 Edward J. Borkowski EVP Interim CFO Since June 2018** New Class II Alexandra Haden Up for Election General Counsel & Secretary Dr. I. Mark Landy Scott Turner EVP Chief Strategy SVP Operations & New to MiMedx or Officer Procurement Newly Appointed Since Dec. 2018*** Since Dec. 2017 Position *Assumes the Company prevails at the 2018 and 2019 annual shareholder meetings. If elected, Dr. Behrens-Wilsey is expected to become Chairwoman of the Board and, following the 2019 annual meeting, Todd Newton is expected to become Chairman of the Audit Committee ** Edward Borkowski joined MiMedx on April 19, 2018 and was EVP and Principal Accounting Officer until his appointment as EVP and Interim Chief Financial Officer on June 6, 2018 *** Dr. Mark Landy joined MiMedx on July 7, 2016 and was Senior Vice President of Strategic Initiatives until his appointment as EVP Chief Strategy Officer on December 5, 2018 21
IV. 2018 ANNUAL MEETING 22IV. 2018 ANNUAL MEETING 22
MI MED X BACKGROUND ON THE 2018 ANNUAL MEETING Under federal proxy rules, a company is required to furnish audited financials in order to issue a proxy statement and hold its annual meeting • Due to the need to restate its financials, the Company could not provide 2017 audited financial statements to shareholders • Accordingly, the Company had not scheduled its 2018 annual meeting • A shareholder sought to compel the Company to hold its meeting by filing litigation in a Florida court • The Florida court ordered the Company to hold its meeting on June 17, 2019 Even with the Florida court’s order, MiMedx would not have been permitted to solicit for its own candidates (or hold the meeting) under federal law, absent an exemption from the federal proxy rules • We believe Mr. Petit opportunistically nominated himself and two business associates, believing the Company would not be able to solicit votes from shareholders On May 30, 2019, the SEC issued an order providing exemptive relief to permit MiMedx to solicit proxies without furnishing audited financial 2011 statements to shareholders • We believe this is the first such exemption ever granted by the SEC • The Company is working swiftly to furnish disclosure and solicitation materials to its shareholders in advance of the June 17 meeting While working to obtain the exemptive relief, the Company cooperated with one of its largest shareholders on a Board refreshment plan • MiMedx reached an agreement with Prescience Point on May 29, 2019, and filed its preliminary proxy statement the next morning • MiMedx filed its definitive proxy statement the following day and mailed materials to shareholders the next business day 23MI MED X BACKGROUND ON THE 2018 ANNUAL MEETING Under federal proxy rules, a company is required to furnish audited financials in order to issue a proxy statement and hold its annual meeting • Due to the need to restate its financials, the Company could not provide 2017 audited financial statements to shareholders • Accordingly, the Company had not scheduled its 2018 annual meeting • A shareholder sought to compel the Company to hold its meeting by filing litigation in a Florida court • The Florida court ordered the Company to hold its meeting on June 17, 2019 Even with the Florida court’s order, MiMedx would not have been permitted to solicit for its own candidates (or hold the meeting) under federal law, absent an exemption from the federal proxy rules • We believe Mr. Petit opportunistically nominated himself and two business associates, believing the Company would not be able to solicit votes from shareholders On May 30, 2019, the SEC issued an order providing exemptive relief to permit MiMedx to solicit proxies without furnishing audited financial 2011 statements to shareholders • We believe this is the first such exemption ever granted by the SEC • The Company is working swiftly to furnish disclosure and solicitation materials to its shareholders in advance of the June 17 meeting While working to obtain the exemptive relief, the Company cooperated with one of its largest shareholders on a Board refreshment plan • MiMedx reached an agreement with Prescience Point on May 29, 2019, and filed its preliminary proxy statement the next morning • MiMedx filed its definitive proxy statement the following day and mailed materials to shareholders the next business day 23
MI MED X BOARD’S REFRESHMENT PLAN The Board developed its Board refreshment plan in cooperation with Prescience Point • Prescience Point owns 6.8% of our stock, making it one of our largest shareholders • Prescience Point has publicly released research on MiMedx indicating their belief that MiMedx stock is undervalued On May 6, 2019, Prescience Point delivered notice of its intent to nominate four candidates for election to our Board The Board engaged extensively with Prescience Point and interviewed its candidates • The Board unanimously concluded that three of Prescience Point’s candidates would be excellent additions to the Board - They each have executive or Board experience at healthcare companies - They each will bring fresh perspectives to MiMedx - One of Prescience Point’s candidates is a financial expert that can and is willing to lead our Audit Committee after the Company’s 2019 annual meeting 2011 We developed a plan with Prescience Point to refresh the Board • The plan includes adding Prescience Point’s three candidates to the Board (two at the 2018 annual meeting and one at the 2019 annual meeting) • Three other candidates will be appointed or nominated: one independent director recruited by the Company (Mr. Bierman), our new CEO (Mr. Wright) and a third candidate to be recruited together with Prescience Point • One of the new candidates, Dr. Behrens Wilsey, is expected to become Chairwoman of the Board if she is elected to the Board at the 2018 annual meeting • Another of the new directors, Mr. Newton, is expected to become Chairman of the Audit Committee after the 2019 meeting, if elected • None of the incumbent directors whose terms expire at the 2018 or 2019 meetings will stand for reelection 24MI MED X BOARD’S REFRESHMENT PLAN The Board developed its Board refreshment plan in cooperation with Prescience Point • Prescience Point owns 6.8% of our stock, making it one of our largest shareholders • Prescience Point has publicly released research on MiMedx indicating their belief that MiMedx stock is undervalued On May 6, 2019, Prescience Point delivered notice of its intent to nominate four candidates for election to our Board The Board engaged extensively with Prescience Point and interviewed its candidates • The Board unanimously concluded that three of Prescience Point’s candidates would be excellent additions to the Board - They each have executive or Board experience at healthcare companies - They each will bring fresh perspectives to MiMedx - One of Prescience Point’s candidates is a financial expert that can and is willing to lead our Audit Committee after the Company’s 2019 annual meeting 2011 We developed a plan with Prescience Point to refresh the Board • The plan includes adding Prescience Point’s three candidates to the Board (two at the 2018 annual meeting and one at the 2019 annual meeting) • Three other candidates will be appointed or nominated: one independent director recruited by the Company (Mr. Bierman), our new CEO (Mr. Wright) and a third candidate to be recruited together with Prescience Point • One of the new candidates, Dr. Behrens Wilsey, is expected to become Chairwoman of the Board if she is elected to the Board at the 2018 annual meeting • Another of the new directors, Mr. Newton, is expected to become Chairman of the Audit Committee after the 2019 meeting, if elected • None of the incumbent directors whose terms expire at the 2018 or 2019 meetings will stand for reelection 24
MI MED X OUR NOMINEES FOR THE 2018 ANNUAL MEETING TIMOTHY R. WRIGHT Chief Executive Officer of MiMedx since May 13, 2019. Previously, Mr. Wright served as a Partner at Signal Hill Advisors, LLC, a consulting practice, since February 2011. Mr. Wright served as President and Chief Executive Officer of M2Gen Corp., a privately held cancer and health informatics company, between July 2017 and September 2018. Prior to M2Gen Corp., Mr. Wright served as Executive Vice President, Mergers and Acquisitions, Strategy and Innovation for Teva Pharmaceutical Industries Ltd. (Teva), a pharmaceutical company OTHE R P U B L I C C OM P A NY specializing in generic medicines, from April 2015 until August 2017. Before Teva, Mr. Wright was the founding partner of The Ohio State B O A R D EX PER I EN C E University Comprehensive Cancer Drug Development Institute. Mr. Wright also served as Chairman, Interim Chief Executive Officer and a director of Curaxis Pharmaceutical Corporation (Curaxis), a pharmaceutical company specializing in the development of drugs for the Agenus, Inc. (Nasdaq: AGEN); previously Curaxis treatment of Alzheimer’s disease and various cancers, from July 2011 to July 2012. Pharmaceutical Corporation M. KATHLEEN BEHRENS WILSEY, Ph.D. Independent life sciences consultant and investor since December 2009. Dr. Behrens Wilsey served as the Co-Founder, President and 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, OTHE R P U B L I C C OM P A NY 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 B O A R D EX PER I EN C E President’s Council of Advisors on Science and Technology (“PCAST”), from 2001 to 2009 and as chairwoman of PCAST’s Subcommittee on Sarepta Therapeutics, Inc. (Nasdaq: SRPT) (Chairwoman); Personalized Medicine, as well as the President, director and chairwoman of the National Venture Capital Association, an organization that previously Amylin Pharmaceuticals, Inc. (formerly AMLN) until advocates for public policy that supports the American Entrepreneurial ecosystem, from 1993 until 2000. Prior to that, she served as a it was acquired by Bristol-Myers Squibb Co. and Abgenix, Inc. general partner and managing director for Robertson Stephens & Co., an investment company, from 1983 through 1996. (formerly ABGX) until it was acquired by Amgen, Inc. 25MI MED X OUR NOMINEES FOR THE 2018 ANNUAL MEETING TIMOTHY R. WRIGHT Chief Executive Officer of MiMedx since May 13, 2019. Previously, Mr. Wright served as a Partner at Signal Hill Advisors, LLC, a consulting practice, since February 2011. Mr. Wright served as President and Chief Executive Officer of M2Gen Corp., a privately held cancer and health informatics company, between July 2017 and September 2018. Prior to M2Gen Corp., Mr. Wright served as Executive Vice President, Mergers and Acquisitions, Strategy and Innovation for Teva Pharmaceutical Industries Ltd. (Teva), a pharmaceutical company OTHE R P U B L I C C OM P A NY specializing in generic medicines, from April 2015 until August 2017. Before Teva, Mr. Wright was the founding partner of The Ohio State B O A R D EX PER I EN C E University Comprehensive Cancer Drug Development Institute. Mr. Wright also served as Chairman, Interim Chief Executive Officer and a director of Curaxis Pharmaceutical Corporation (Curaxis), a pharmaceutical company specializing in the development of drugs for the Agenus, Inc. (Nasdaq: AGEN); previously Curaxis treatment of Alzheimer’s disease and various cancers, from July 2011 to July 2012. Pharmaceutical Corporation M. KATHLEEN BEHRENS WILSEY, Ph.D. Independent life sciences consultant and investor since December 2009. Dr. Behrens Wilsey served as the Co-Founder, President and 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, OTHE R P U B L I C C OM P A NY 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 B O A R D EX PER I EN C E President’s Council of Advisors on Science and Technology (“PCAST”), from 2001 to 2009 and as chairwoman of PCAST’s Subcommittee on Sarepta Therapeutics, Inc. (Nasdaq: SRPT) (Chairwoman); Personalized Medicine, as well as the President, director and chairwoman of the National Venture Capital Association, an organization that previously Amylin Pharmaceuticals, Inc. (formerly AMLN) until advocates for public policy that supports the American Entrepreneurial ecosystem, from 1993 until 2000. Prior to that, she served as a it was acquired by Bristol-Myers Squibb Co. and Abgenix, Inc. general partner and managing director for Robertson Stephens & Co., an investment company, from 1983 through 1996. (formerly ABGX) until it was acquired by Amgen, Inc. 25
MI MED X OUR NOMINEES FOR THE 2018 ANNUAL MEETING (CONTINUED) K. TODD NEWTON Chief Executive Officer and a member of the board of directors of Apollo Endosurgery, Inc. (Nasdaq: APEN), a medical device company. Mr. Newton has held this position since July 2014. From 2009 to 2014, Mr. Newton served as Executive Vice President and Chief Financial Officer at ArthroCare Corporation (Nasdaq: ARTC), a medical device company, including from 2013 as Chief Operating Officer. Prior to that, Mr. Newton served in a number of executive officer roles, OTHE R P U B L I C C OM P A NY including President and Chief Executive Officer and as a director, at Synenco Energy, Inc., a Canadian oil sands company. B O A R D EX PER I EN C E Mr. Newton was a Partner at Deloitte & Touche LLP, a professional services network and accounting organization, from Apollo Endosurgery, Inc. (Nasdaq: APEN) 1994 to 2004. 26MI MED X OUR NOMINEES FOR THE 2018 ANNUAL MEETING (CONTINUED) K. TODD NEWTON Chief Executive Officer and a member of the board of directors of Apollo Endosurgery, Inc. (Nasdaq: APEN), a medical device company. Mr. Newton has held this position since July 2014. From 2009 to 2014, Mr. Newton served as Executive Vice President and Chief Financial Officer at ArthroCare Corporation (Nasdaq: ARTC), a medical device company, including from 2013 as Chief Operating Officer. Prior to that, Mr. Newton served in a number of executive officer roles, OTHE R P U B L I C C OM P A NY including President and Chief Executive Officer and as a director, at Synenco Energy, Inc., a Canadian oil sands company. B O A R D EX PER I EN C E Mr. Newton was a Partner at Deloitte & Touche LLP, a professional services network and accounting organization, from Apollo Endosurgery, Inc. (Nasdaq: APEN) 1994 to 2004. 26
MI MED X OUR PLANNED ADDITIO NS TO THE BOARD FOR THE 2019 CLASS Following the 2018 Annual Meeting, the Board Intends to Add Two More New Directors and Identify a Third Director to Stand For Election at the 2019 Annual Meeting JAMES BIERMAN Mr. Bierman served as President and Chief Executive Officer of Owens & Minor, Inc., a Fortune 500 company and a leading distributor of medical and surgical supplies, from September 2014 to June 2015. Previously, he served in various other senior roles at Owens & Minor, including President and Chief Operating Officer from August 2013 to September 2014, Executive Vice President and Chief Operating Officer from March 2012 to August 2013, Executive Vice President and Chief Financial Officer from April 2011 to March 2012, and as OTHE R P U B L I C C OM P A NY Senior Vice President and Chief Financial Officer from June 2007 to April 2011. From 2001 to 2004, Mr. Bierman served as Executive Vice B O A R D EX PER I EN C E President and Chief Financial Officer at Quintiles Transnational Corp. Prior to joining Quintiles Transnational, Mr. Bierman was a partner at Arthur Andersen LLP. Owens & Minor, Inc. and Team Health Holdings, Inc. RICHARD J. BARRY Mr. 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 OTHE R P U B L I C C OM P A NY to that, he was a Portfolio Manager and Managing Director of Robertson Stephens Investment Management, an investment company, B O A R D EX PER I EN C E 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 been a Partner and Advisory Board member of the San Diego Padres Sarepta Therapeutics, Inc. (SRPT) 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 owns approximately 3% of MiMedx’s shares. 27MI MED X OUR PLANNED ADDITIO NS TO THE BOARD FOR THE 2019 CLASS Following the 2018 Annual Meeting, the Board Intends to Add Two More New Directors and Identify a Third Director to Stand For Election at the 2019 Annual Meeting JAMES BIERMAN Mr. Bierman served as President and Chief Executive Officer of Owens & Minor, Inc., a Fortune 500 company and a leading distributor of medical and surgical supplies, from September 2014 to June 2015. Previously, he served in various other senior roles at Owens & Minor, including President and Chief Operating Officer from August 2013 to September 2014, Executive Vice President and Chief Operating Officer from March 2012 to August 2013, Executive Vice President and Chief Financial Officer from April 2011 to March 2012, and as OTHE R P U B L I C C OM P A NY Senior Vice President and Chief Financial Officer from June 2007 to April 2011. From 2001 to 2004, Mr. Bierman served as Executive Vice B O A R D EX PER I EN C E President and Chief Financial Officer at Quintiles Transnational Corp. Prior to joining Quintiles Transnational, Mr. Bierman was a partner at Arthur Andersen LLP. Owens & Minor, Inc. and Team Health Holdings, Inc. RICHARD J. BARRY Mr. 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 OTHE R P U B L I C C OM P A NY to that, he was a Portfolio Manager and Managing Director of Robertson Stephens Investment Management, an investment company, B O A R D EX PER I EN C E 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 been a Partner and Advisory Board member of the San Diego Padres Sarepta Therapeutics, Inc. (SRPT) 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 owns approximately 3% of MiMedx’s shares. 27
MI MED X MR. PETIT’S CAMPAIGN FOR REDEMPTION AND RETRIBUTION Mr. Petit has nominated himself and two of his business associates for election to the Board • One of Mr. Petit’s nominees, Shawn George, is a West Virginia litigator who, until recently, was engaged by Mr. Petit If the company’s revenues “ • The other nominee is a former director of tax at a home building company were accounted for incorrectly, then ultimate Mr. Petit’s public campaign has focused on shifting blame to the incumbent directors for his own wrongdoing responsibility for that • Mr. Petit has claimed, for example, that the Audit Committee should have corrected management’s improper accounting and shortcoming lies squarely was responsible for interpreting accounting principles with the Audit Committee.” - This assertion demonstrates a lack of understanding of the roles of the Board and Audit Committee • The independent investigation showed that Mr. Petit and his management team provided false information to the Audit — Pete Petit, May 1, 2019 Committee and to the Company’s auditors Mr. Petit has revealed that his plan is to obtain control of a majority of the Board 2011 • He is seeking to put three people on the Board at the 2018 annual meeting • He has expressed his intention to nominate three people at the 2019 annual meeting We need majority control - Mr. Petit has proposed a bylaw amendment to be voted upon at the 2018 annual meeting that would require the 2019 “ of the Board.” meeting be held in August 2019 • If successful at our 2018 and 2019 annual meetings, Mr. Petit and his hand-picked nominees would control six of ten Board — Pete Petit, May 31, 2019 seats by the end of August 28MI MED X MR. PETIT’S CAMPAIGN FOR REDEMPTION AND RETRIBUTION Mr. Petit has nominated himself and two of his business associates for election to the Board • One of Mr. Petit’s nominees, Shawn George, is a West Virginia litigator who, until recently, was engaged by Mr. Petit If the company’s revenues “ • The other nominee is a former director of tax at a home building company were accounted for incorrectly, then ultimate Mr. Petit’s public campaign has focused on shifting blame to the incumbent directors for his own wrongdoing responsibility for that • Mr. Petit has claimed, for example, that the Audit Committee should have corrected management’s improper accounting and shortcoming lies squarely was responsible for interpreting accounting principles with the Audit Committee.” - This assertion demonstrates a lack of understanding of the roles of the Board and Audit Committee • The independent investigation showed that Mr. Petit and his management team provided false information to the Audit — Pete Petit, May 1, 2019 Committee and to the Company’s auditors Mr. Petit has revealed that his plan is to obtain control of a majority of the Board 2011 • He is seeking to put three people on the Board at the 2018 annual meeting • He has expressed his intention to nominate three people at the 2019 annual meeting We need majority control - Mr. Petit has proposed a bylaw amendment to be voted upon at the 2018 annual meeting that would require the 2019 “ of the Board.” meeting be held in August 2019 • If successful at our 2018 and 2019 annual meetings, Mr. Petit and his hand-picked nominees would control six of ten Board — Pete Petit, May 31, 2019 seats by the end of August 28
MI MED X MR. PETIT IS NOT FIT TO SERVE ON MIMEDX’S BOARD, IN OUR VIEW Mr. Petit served as the Company’s CEO and Chairman of the Board from 2009 until his separation from the Company in 2018 • Mr. Petit’s separation was determined to be “for cause” by the Board The independent investigation concluded that Mr. Petit and his former senior management team engaged in wrongdoing and set an inappropriate tone at the top • Emphasized short-term business goals over compliance and ethics • Unreceptive and unresponsive to employee concerns about compliance with GAAP • Disregard of GAAP and inattention to internal controls • Engaged in a pattern of taking action against employees expressing concerns • Marginalized MiMedx accounting and legal departments, outside counsel and accountants by dismissing or ignoring advice and withholding important information and access to senior management • Making misstatements to the SEC, the Board, the Audit Committee and outside auditors Even today, Mr. Petit deflects responsibility for the wrongdoing that occurred during his time leading MiMedx 29MI MED X MR. PETIT IS NOT FIT TO SERVE ON MIMEDX’S BOARD, IN OUR VIEW Mr. Petit served as the Company’s CEO and Chairman of the Board from 2009 until his separation from the Company in 2018 • Mr. Petit’s separation was determined to be “for cause” by the Board The independent investigation concluded that Mr. Petit and his former senior management team engaged in wrongdoing and set an inappropriate tone at the top • Emphasized short-term business goals over compliance and ethics • Unreceptive and unresponsive to employee concerns about compliance with GAAP • Disregard of GAAP and inattention to internal controls • Engaged in a pattern of taking action against employees expressing concerns • Marginalized MiMedx accounting and legal departments, outside counsel and accountants by dismissing or ignoring advice and withholding important information and access to senior management • Making misstatements to the SEC, the Board, the Audit Committee and outside auditors Even today, Mr. Petit deflects responsibility for the wrongdoing that occurred during his time leading MiMedx 29
MI MED X MR. PETIT HAS IRRECONCILABLE CONFLICTS OF INTEREST The Board has announced it intends to clawback some or all of the compensation paid to Mr. Petit and certain members of his management team during the periods in which Mr. Petit’s wrongdoing occurred • MiMedx has noted that the amount of the recoupment will depend upon the outcome of the financial restatement • If Mr. Petit were successful in taking control of MiMedx, he will be in a position to ensure the recoupment never occurs 30MI MED X MR. PETIT HAS IRRECONCILABLE CONFLICTS OF INTEREST The Board has announced it intends to clawback some or all of the compensation paid to Mr. Petit and certain members of his management team during the periods in which Mr. Petit’s wrongdoing occurred • MiMedx has noted that the amount of the recoupment will depend upon the outcome of the financial restatement • If Mr. Petit were successful in taking control of MiMedx, he will be in a position to ensure the recoupment never occurs 30
MI MED X WE BELIEVE MR. PETIT’S RETURN TO THE MIMEDX BOARDROOM WOULD HARM MIMEDX MiMedx has been working hard to recover from the fallout of the wrongful conduct of Mr. Petit and his senior management team • We are cooperating with regulators and other government constituencies, such as the VA • We are working on rebuilding our brand and reputation with key constituencies, including employees, customers, business partners and the financial community • We are rebuilding the management team and have worked on reforming the culture to focus on best-in-class business practices • We are making progress on our financial restatement and recently engaged a new auditor If Mr. Petit were to return to our Board, we believe much of this important progress would be undone • We believe federal law enforcement agencies and regulators would consider Mr. Petit’s return to be a serious setback • Employees, including executive officers and members of senior management, have indicated that they will seek employment elsewhere if Mr. Petit returns to the Company in any capacity • In interviewing and selecting our new auditor, audit firms and other advisors stated that they would be unwilling to provide services to the Company if Mr. Petit were on the Board As importantly, we believe that Mr. Petit’s return would send the wrong signal to our employees, customers and shareholders • Mr. Petit’s election could be viewed as an endorsement for his leadership approach, lax compliance and focus on short-term results • We believe it is time for MiMedx to move on and further augment its renewed focus on compliance, not to turn back 31MI MED X WE BELIEVE MR. PETIT’S RETURN TO THE MIMEDX BOARDROOM WOULD HARM MIMEDX MiMedx has been working hard to recover from the fallout of the wrongful conduct of Mr. Petit and his senior management team • We are cooperating with regulators and other government constituencies, such as the VA • We are working on rebuilding our brand and reputation with key constituencies, including employees, customers, business partners and the financial community • We are rebuilding the management team and have worked on reforming the culture to focus on best-in-class business practices • We are making progress on our financial restatement and recently engaged a new auditor If Mr. Petit were to return to our Board, we believe much of this important progress would be undone • We believe federal law enforcement agencies and regulators would consider Mr. Petit’s return to be a serious setback • Employees, including executive officers and members of senior management, have indicated that they will seek employment elsewhere if Mr. Petit returns to the Company in any capacity • In interviewing and selecting our new auditor, audit firms and other advisors stated that they would be unwilling to provide services to the Company if Mr. Petit were on the Board As importantly, we believe that Mr. Petit’s return would send the wrong signal to our employees, customers and shareholders • Mr. Petit’s election could be viewed as an endorsement for his leadership approach, lax compliance and focus on short-term results • We believe it is time for MiMedx to move on and further augment its renewed focus on compliance, not to turn back 31
MI MED X BOARD CANDIDATE COMPARISON M I M E DX B OA R D NOM I NE E DI S S I DE NT NOM I NE E TIM O TH Y P ETE W R I GHT P ETIT CEO of MiMedx since May 13, 2019 Separated from MiMedx “for cause” MiMedx Role • Lead independent Director of Agenus, Inc., an immune oncology • Long-tenured 23-year board member at Intelligent Systems company Corporation and serves as its “Audit Committee Financial Expert” Governance Leadership • Chairman, Ohio State University Comprehensive Cancer Center • Director of Georgia Research Alliance Drug Development Institute • 30 years experience in pharmaceutical, biotech and medical devices industries • MiMedx since 2008 • President & CEO M2Gen Corp • Matria Healthcare 1996 - 2008 Healthcare Experience • EVP, M&A, Strategy and Innovation, Teva Pharmaceutical Industries • Chairman & Interim CEO, Curaxis Pharmaceutical Corporation • Appointed CEO following an extensive national search • Nominated himself Candidate Selection 32MI MED X BOARD CANDIDATE COMPARISON M I M E DX B OA R D NOM I NE E DI S S I DE NT NOM I NE E TIM O TH Y P ETE W R I GHT P ETIT CEO of MiMedx since May 13, 2019 Separated from MiMedx “for cause” MiMedx Role • Lead independent Director of Agenus, Inc., an immune oncology • Long-tenured 23-year board member at Intelligent Systems company Corporation and serves as its “Audit Committee Financial Expert” Governance Leadership • Chairman, Ohio State University Comprehensive Cancer Center • Director of Georgia Research Alliance Drug Development Institute • 30 years experience in pharmaceutical, biotech and medical devices industries • MiMedx since 2008 • President & CEO M2Gen Corp • Matria Healthcare 1996 - 2008 Healthcare Experience • EVP, M&A, Strategy and Innovation, Teva Pharmaceutical Industries • Chairman & Interim CEO, Curaxis Pharmaceutical Corporation • Appointed CEO following an extensive national search • Nominated himself Candidate Selection 32
MI MED X BOARD CANDIDATE COMPARISON M I M E DX I NDE P E NDE NT DI S S I DE NT NOM I NE E B OA R D NOM I NE E DR. KATHLEEN DAV I D BEHRENS WILSEY F U R S T E NB UR G Co-Founder, President & CEO of the KEW Group, Retired Director of Taxes, Pulte Homes, Senior Executive Experience an oncology services company responsible for tax planning • Chairwoman, Serepta Therapeutics • Director, IGM Biosciences • Past Director, KEW Group • None of which we are aware Governance Leadership • Past Director, Amylin Pharmaceuticals • Past Director, Abgenix • Board member of several healthcare companies (listed above) • Member, President’s Council of Advisors on Science and Technology (PCAST), working on multiple national policy matters • None of which we are aware Healthcare Experience • Chairwoman, PCAST’s Subcommittee on Personalized Medicine • Co-Founder, Coalition for 21st Century Medicine • Identified by Prescience Point • Nominated by Pete Petit Candidate Selection 33MI MED X BOARD CANDIDATE COMPARISON M I M E DX I NDE P E NDE NT DI S S I DE NT NOM I NE E B OA R D NOM I NE E DR. KATHLEEN DAV I D BEHRENS WILSEY F U R S T E NB UR G Co-Founder, President & CEO of the KEW Group, Retired Director of Taxes, Pulte Homes, Senior Executive Experience an oncology services company responsible for tax planning • Chairwoman, Serepta Therapeutics • Director, IGM Biosciences • Past Director, KEW Group • None of which we are aware Governance Leadership • Past Director, Amylin Pharmaceuticals • Past Director, Abgenix • Board member of several healthcare companies (listed above) • Member, President’s Council of Advisors on Science and Technology (PCAST), working on multiple national policy matters • None of which we are aware Healthcare Experience • Chairwoman, PCAST’s Subcommittee on Personalized Medicine • Co-Founder, Coalition for 21st Century Medicine • Identified by Prescience Point • Nominated by Pete Petit Candidate Selection 33
MI MED X BOARD CANDIDATE COMPARISON M I M E DX I NDE P E NDE NT DI S S I DE NT NOM I NE E B OA R D NOM I NE E T O DD SH AW N N EW TO N GE OR GE • CEO Apollo Endosurgery, Inc. • EVP, CFO, COO, ArthroCare Corporation • Litigator in West Virginia Senior Executive Experience • President & CEO, Synenco Energy • Partner Deloitte & Touche • Director, Apollo Endosurgery • None of which we are aware Governance Leadership • Audit Committee “Financial Expert” • 10 years serving as a senior executive in two publicly-traded • None of which we are aware healthcare companies Healthcare Experience • Identified by Prescience Point • Nominated by Pete Petit Candidate Selection 34MI MED X BOARD CANDIDATE COMPARISON M I M E DX I NDE P E NDE NT DI S S I DE NT NOM I NE E B OA R D NOM I NE E T O DD SH AW N N EW TO N GE OR GE • CEO Apollo Endosurgery, Inc. • EVP, CFO, COO, ArthroCare Corporation • Litigator in West Virginia Senior Executive Experience • President & CEO, Synenco Energy • Partner Deloitte & Touche • Director, Apollo Endosurgery • None of which we are aware Governance Leadership • Audit Committee “Financial Expert” • 10 years serving as a senior executive in two publicly-traded • None of which we are aware healthcare companies Healthcare Experience • Identified by Prescience Point • Nominated by Pete Petit Candidate Selection 34
M I M ED X WE OPPOSE MR. PETIT’S BINDING RESOLUTION TO HOLD THE 2019 ANNUAL MEETING IN AUGUST 2019 Mr. Petit has expressed his intention to present an amendment to the Company’s Bylaws to require the 2019 annual meeting be held on August 19, 2019 Without exemptive relief from the SEC, the Company cannot solicit proxies for such a meeting without having audited financial statements for 2018 • The federal securities laws require that public companies distribute audited financials before or concurrently with their proxy statements • For the 2018 meeting, the Company was able to get such relief from the SEC; there is no assurance such relief will be available for the 2019 meeting We are committed to holding a 2019 annual meeting after we have audited financial statements for 2018 or we have obtained SEC exemptive relief The Board has committed to adding new directors to Class III; some of those changes will occur after the 2018 annual meeting This amendment advantages Mr. Petit because he can solicit and does not need permission from the SEC to proceed; voting for this amendment will assist Mr. Petit in his efforts to take control of the Company We believe that holding the 2019 Annual Meeting less than three months after the 2018 Annual Meeting would contravene the Company’s charter • At the Company’s 2010 annual meeting of shareholders, the Company’s shareholders overwhelmingly approved a charter amendment classifying the Board - The proxy statement provided, “[i]f the board classification is approved, the Company’s Board . . . will be divided into three classes, . . . with the term of office of the directors of one class expiring each year (emphasis added) • One of the purposes of a classified Board provision is to prevent a dissident or hostile acquirer from obtaining control of the Board in a short time period • Mr. Petit has indicated that he intends to nominate three candidates at this meeting and three candidates at the next meeting • If the bylaw amendment proposal is successful, it could permit Mr. Petit to take control of the Board by August 35 M I M ED X WE OPPOSE MR. PETIT’S BINDING RESOLUTION TO HOLD THE 2019 ANNUAL MEETING IN AUGUST 2019 Mr. Petit has expressed his intention to present an amendment to the Company’s Bylaws to require the 2019 annual meeting be held on August 19, 2019 Without exemptive relief from the SEC, the Company cannot solicit proxies for such a meeting without having audited financial statements for 2018 • The federal securities laws require that public companies distribute audited financials before or concurrently with their proxy statements • For the 2018 meeting, the Company was able to get such relief from the SEC; there is no assurance such relief will be available for the 2019 meeting We are committed to holding a 2019 annual meeting after we have audited financial statements for 2018 or we have obtained SEC exemptive relief The Board has committed to adding new directors to Class III; some of those changes will occur after the 2018 annual meeting This amendment advantages Mr. Petit because he can solicit and does not need permission from the SEC to proceed; voting for this amendment will assist Mr. Petit in his efforts to take control of the Company We believe that holding the 2019 Annual Meeting less than three months after the 2018 Annual Meeting would contravene the Company’s charter • At the Company’s 2010 annual meeting of shareholders, the Company’s shareholders overwhelmingly approved a charter amendment classifying the Board - The proxy statement provided, “[i]f the board classification is approved, the Company’s Board . . . will be divided into three classes, . . . with the term of office of the directors of one class expiring each year (emphasis added) • One of the purposes of a classified Board provision is to prevent a dissident or hostile acquirer from obtaining control of the Board in a short time period • Mr. Petit has indicated that he intends to nominate three candidates at this meeting and three candidates at the next meeting • If the bylaw amendment proposal is successful, it could permit Mr. Petit to take control of the Board by August 35
V. CONCLUSION 36V. CONCLUSION 36
MI MED X CONCLUSION MiMedx has had a challenging last 15 months, with accounting and compliance allegations and investigations • The Board has been fully engaged in investigating and recovering from prior management’s misconduct • The Company is on the road to recovery - The Audit Committee has announced the findings of its independent investigation - The Company has a new CEO We urge - The Board has adopted a Board refreshment plan that will lead to six new directors joining the Board* shareholders - New compliance personnel and processes are in place and the Company is rebuilding its culture to vote the BLUE card for The Company has nominated three new directors for election to the Board, chosen in cooperation with a large shareholder • The first step to refreshing the Board will take place at the 2018 annual meeting, if the Board’s nominees are elected all of the 2011 • The Board expects to name Dr. Behrens Wilsey, one of the new directors* to the role of Chairwoman Company’s • The slate also includes the Company’s new CEO and an experienced public company executive and Board member, Mr. Todd Newton nominees at • If elected, Mr. Newton is expected to become the Audit Committee Chairman after the 2019 Annual Meeting the upcoming • The Board will add two new directors following the 2018 meeting 2018 Annual Mr. Petit is seeking to upend these plans and thus, in the Company’s view, thwart the progress being made by the Company Meeting of • Mr. Petit is seeking to be elected to the Board as a first step in gaining control over the Company Shareholders • We believe the return of Mr. Petit to the Company would significantly disrupt MiMedx’s progress and send the wrong signal to key constituencies *Assumes the Company director nominees are all elected at the 2018 and 2019 annual meetings. 37MI MED X CONCLUSION MiMedx has had a challenging last 15 months, with accounting and compliance allegations and investigations • The Board has been fully engaged in investigating and recovering from prior management’s misconduct • The Company is on the road to recovery - The Audit Committee has announced the findings of its independent investigation - The Company has a new CEO We urge - The Board has adopted a Board refreshment plan that will lead to six new directors joining the Board* shareholders - New compliance personnel and processes are in place and the Company is rebuilding its culture to vote the BLUE card for The Company has nominated three new directors for election to the Board, chosen in cooperation with a large shareholder • The first step to refreshing the Board will take place at the 2018 annual meeting, if the Board’s nominees are elected all of the 2011 • The Board expects to name Dr. Behrens Wilsey, one of the new directors* to the role of Chairwoman Company’s • The slate also includes the Company’s new CEO and an experienced public company executive and Board member, Mr. Todd Newton nominees at • If elected, Mr. Newton is expected to become the Audit Committee Chairman after the 2019 Annual Meeting the upcoming • The Board will add two new directors following the 2018 meeting 2018 Annual Mr. Petit is seeking to upend these plans and thus, in the Company’s view, thwart the progress being made by the Company Meeting of • Mr. Petit is seeking to be elected to the Board as a first step in gaining control over the Company Shareholders • We believe the return of Mr. Petit to the Company would significantly disrupt MiMedx’s progress and send the wrong signal to key constituencies *Assumes the Company director nominees are all elected at the 2018 and 2019 annual meetings. 37
VI. APPENDIX ADDITIONAL INFORMATION ABOUT MIMEDX 38VI. APPENDIX ADDITIONAL INFORMATION ABOUT MIMEDX 38
MI MED X OUR COMPANY TIMELINE 1970 - 2011 2007 2008 FIRST PATENT I NCORP ORA T I ON MiMedx applies MiMedx Group, Inc. for first patent is incorporated 1970 2000 2011 A QU IS IT IO N H I S T OR Y OF A M NI O T I C M E M B RA NE A M NI O T I C M E M B RA NE D E V E L O P M E N T Completes acquisition of Surgical Biologics, LLC. Disease risk and lack of Development of an d technology result in limited amnion/chorion grafts enters the market with its use of Amniotic Membrane increase utilization in amniotic tissue products Wound Care 39MI MED X OUR COMPANY TIMELINE 1970 - 2011 2007 2008 FIRST PATENT I NCORP ORA T I ON MiMedx applies MiMedx Group, Inc. for first patent is incorporated 1970 2000 2011 A QU IS IT IO N H I S T OR Y OF A M NI O T I C M E M B RA NE A M NI O T I C M E M B RA NE D E V E L O P M E N T Completes acquisition of Surgical Biologics, LLC. Disease risk and lack of Development of an d technology result in limited amnion/chorion grafts enters the market with its use of Amniotic Membrane increase utilization in amniotic tissue products Wound Care 39
MI MED X OUR COMPANY TIMELINE 2011 - 2015 2013 2011 2015 2013 2013 P R O D UC T L A UNC H PAT E N T I S S U E D N E W HE A D Q U A R T E R S C L IN IC A L T R IA L N E W P R O D U C T P U B L IS H E D L A UNC H L a u n c h e s MiMedx’s first MiMedx moves into First peer - r ev i ew e d E p i Bu r n A m n io F ix a n d E p iF ix patent issued its new Marietta clinical trial published L a u n c h e d h e a d q u a r t e r s 40MI MED X OUR COMPANY TIMELINE 2011 - 2015 2013 2011 2015 2013 2013 P R O D UC T L A UNC H PAT E N T I S S U E D N E W HE A D Q U A R T E R S C L IN IC A L T R IA L N E W P R O D U C T P U B L IS H E D L A UNC H L a u n c h e s MiMedx’s first MiMedx moves into First peer - r ev i ew e d E p i Bu r n A m n io F ix a n d E p iF ix patent issued its new Marietta clinical trial published L a u n c h e d h e a d q u a r t e r s 40
MI MED X OUR COMPANY TIMELINE 2016 - 2019 2019 BLA 1.5 Million Al l og r a f ts 2016 2016 2016 2017 2018 1,500,000 Million Allografts Distributed PR I ME R USP - NF 1 M ILL IO N N E W P R O D U C T S to date B L A P U B L IS H E D MON OG R A PH AL L O G R AF T L A U N CHE D EpiCord, AmnioCord, Published A Primer U S P -NF monograph 1,000,000 Allografts I n it ia t io n AmnioFill and OrthoFlo on Amniotic Membrane F o r d HA C M al l og r a fts d is t rib u t e d of BLA products launched Regenerative Healing p u b l i s h e d to date 41MI MED X OUR COMPANY TIMELINE 2016 - 2019 2019 BLA 1.5 Million Al l og r a f ts 2016 2016 2016 2017 2018 1,500,000 Million Allografts Distributed PR I ME R USP - NF 1 M ILL IO N N E W P R O D U C T S to date B L A P U B L IS H E D MON OG R A PH AL L O G R AF T L A U N CHE D EpiCord, AmnioCord, Published A Primer U S P -NF monograph 1,000,000 Allografts I n it ia t io n AmnioFill and OrthoFlo on Amniotic Membrane F o r d HA C M al l og r a fts d is t rib u t e d of BLA products launched Regenerative Healing p u b l i s h e d to date 41
MiMedx has Revolutionized the Practice of Wound Care Through innovations in processing and foundational clinical and scientific research, MiMedx has revolutionized the Wound Care Industry … E FFI CA CY SAF E TY PURION Process Terminal Sterilization LO GI STI C S EASE OF USE Five Year Shelf Life Superior Handling …and becoming the world’s largest developer & distributor of placenta -based tissue products. (1) (1) (1) 2012 2015 2018 (2) (2) (2) 100,000 allografts 500,000 allografts 1.5mm allografts shipped shipped shipped (1)Allografts shipped figures represent cumulative amounts since inception. 42 CONFIDENTIAL (2)An allograft is the tissue transplanted from a donor to a recipient.MiMedx has Revolutionized the Practice of Wound Care Through innovations in processing and foundational clinical and scientific research, MiMedx has revolutionized the Wound Care Industry … E FFI CA CY SAF E TY PURION Process Terminal Sterilization LO GI STI C S EASE OF USE Five Year Shelf Life Superior Handling …and becoming the world’s largest developer & distributor of placenta -based tissue products. (1) (1) (1) 2012 2015 2018 (2) (2) (2) 100,000 allografts 500,000 allografts 1.5mm allografts shipped shipped shipped (1)Allografts shipped figures represent cumulative amounts since inception. 42 CONFIDENTIAL (2)An allograft is the tissue transplanted from a donor to a recipient.
MI MED X PRODUCT PORTFOLIO OVERVIEW ( 1 ) MiMedx’s product portfolio is comprised of sheet, injectable, cord, and placental ECM products which have uses in a variety of settings and tre a tm e n ts . 2011 Source: Management estimates. (1) The extracellular matrix (ECM) is a meshwork of proteins and carbohydrates that binds cells together or divides one tissue from another. 43 Note: Certain products projected to change to BLA pathway in future yearsMI MED X PRODUCT PORTFOLIO OVERVIEW ( 1 ) MiMedx’s product portfolio is comprised of sheet, injectable, cord, and placental ECM products which have uses in a variety of settings and tre a tm e n ts . 2011 Source: Management estimates. (1) The extracellular matrix (ECM) is a meshwork of proteins and carbohydrates that binds cells together or divides one tissue from another. 43 Note: Certain products projected to change to BLA pathway in future years