UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-35887
(Check one): | ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q |
¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
For the Period Ended: March 31, 2020 | |
¨ Transition Report on Form 10-K | |
¨ Transition Report on Form 20-F | |
¨ Transition Report on Form 11-K | |
¨ Transition Report on Form 10-Q | |
For the Transition Period Ended: ____________ | |
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
______________________________________________________________________________________________
PART I - REGISTRANT INFORMATION
MiMedx Group, Inc. |
Full Name of Registrant |
Former Name if Applicable |
1775 West Oak Commons Ct. NE |
Address of Principal Executive Office (Street and Number) |
Marietta, Georgia 30062 |
City, State and Zip Code |
PART II- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
¨ | (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As discussed in the Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”) filed by MiMedx Group, Inc. (the “Company”) on March 17, 2020, the 2018 Annual Report is the first periodic report that the Company has filed since October 2017. In June 2018, the Audit Committee of the Board of Directors (the “Board”) of the Company, with the concurrence of management, concluded that the Company’s previously issued consolidated financial statements and financial information relating to each of the fiscal years ended December 31, 2016, 2015, 2014, 2013 and 2012 and each of the interim periods within such years, along with the unaudited condensed consolidated 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 (the “Restatement”) and could no longer be relied upon due to accounting irregularities regarding the recognition of revenue under generally accepted accounting principles in the United States of America.
The Company, the Board, and the Audit Committee devoted considerable resources, including the time and attention of the Company’s financial and accounting staff and management, to completing the 2018 Annual Report, which was not filed until March 17, 2020. This has delayed the completion and filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
PART IV
OTHER INFORMATION
OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Peter M. Carlson, Chief Financial Officer | (770) | 651-9100 |
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). |
Yes ¨ No x
The Company also failed to file its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019, and September 30, 2019, and its Annual Report on Form 10-K for the year ended December 31, 2019.
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes x No ¨
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The disclosures set forth under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments” in the 2018 Annual Report are hereby incorporated herein by reference.
MiMedx Group, Inc. |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 11, 2020. | By: | /s/ Peter M. Carlson |
Peter M. Carlson | ||
Chief Financial Officer | ||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).