MIMEDX Group, Inc. (NASDAQ: MDXG) (“MIMEDX” or the “Company”), an
industry leader in utilizing amniotic tissue as a platform for
regenerative medicine, today announced that it has filed definitive
proxy materials with the U.S. Securities and Exchange Commission in
connection with its 2021 Annual Meeting of Shareholders (“Annual
Meeting”), to be held virtually on May 27, 2021 at 10:00 a.m.
Eastern Time at www.cesonlineservices.com/mdxg21_vm. MIMEDX
shareholders of record at as of 5:00 p.m. Eastern Time on April 16,
2021 are entitled to vote at the Annual Meeting.
The MIMEDX Board of Directors recommends unanimously that
shareholders vote the WHITE proxy card FOR
MIMEDX’s four highly qualified directors standing for election -
Dr. Kathleen Behrens, Mr. Todd Newton, Mr. Timothy Wright, and Dr.
Phyllis Gardner.
In conjunction with the definitive proxy filing, MIMEDX has
mailed a letter to shareholders detailing the decisive actions the
Board and management team have taken to create shareholder value by
transforming MIMEDX into a stronger company well-positioned to
capitalize on the growth opportunities in the regenerative medicine
industry with its in-market and pipeline products.
MIMEDX definitive proxy materials, letter to shareholders and
other relevant information can be found at
https://votemimedx.com/.
The full text of the letter follows:
April 30, 2021
VOTE THE WHITE
PROXY CARD TODAY “FOR” ALL FOUR OF MIMEDX’S HIGHLY
QUALIFIED DIRECTORS - DR. KATHLEEN BEHRENS, MR. TODD NEWTON, MR.
TIMOTHY WRIGHT AND DR. PHYLLIS
GARDNER
THE MIMEDX TRANSFORMATION IS WELL
UNDERWAY BUT THERE IS MORE WORK TO BE DONE AND PROGRESS TO BE
MADE
Dear Fellow Shareholder,
You have an important decision to make regarding the future of
your investment in MiMedx. At our Annual Meeting of Shareholders on
May 27, 2021, you will be asked to elect the directors you believe
are most qualified to oversee the execution of MiMedx’s continued
transformation and long- term strategy.
Following a deeply tumultuous period in the Company’s history,
your Board of Directors and management team have taken
decisive and positive actions to create shareholder value by
transforming MiMedx into a stronger company that is very
well-positioned to capitalize on the growing opportunities in the
regenerative medicine industry.
These monumental achievements starkly contrast with the events
that took place two years ago, when MiMedx was forced to take
drastic action due to misconduct by members of the prior management
team. This misconduct resulted in the restatement of five years of
financial statements, the delisting of our common stock from the
Nasdaq Stock Market, significant litigation against the Company,
several regulatory investigations and a material loss of
credibility with our stakeholders. Now, those difficult years have
come to a close, thanks to the new leadership team and new Board of
Directors.
Under a reconstituted Board and a new management team, led by
CEO Timothy Wright, MiMedx has a new “tone at the top” and
commitment to integrity and accountability, making significant
improvements in the Company’s operations and corporate
governance, creating sustainable long-term value for
shareholders. Under this Board and management team, MiMedx:
- Completed our restatement of five years of audited
financials,
- Re-listed on the Nasdaq Stock Market,
- Resolved substantially all of its outstanding litigation and
regulatory actions,
- Renewed its reputation and customer relationships,
- Initiated an investor relations and shareholder re-engagement
program,
- Invested in and advanced our clinical programs, and
- Obtained reimbursement coverage by the largest U.S. Commercial
payor.
These actions rebuilt the credibility lost by the
actions of members of former management that were dismissed. Proven
industry experience, resolving issues and focus have driven stock
price appreciation of 237% since Mr. Wright was appointed the role
of CEO in May of 2019. Under the leadership of the current
Board and management team, MiMedx has turned the page, is welcomed
by customers and is beginning its next chapter as a new company. We
are well-positioned for long-term growth, profitability and
shareholder value creation.
Our transformation is not complete. MiMedx’s future success is
dependent on continuing to execute and operate our business in a
compliant and transparent manner. That has been the driver of our
current success and will be the foundation for future success.
Any action that puts this approach at risk puts our
progress, and the future of your investment, at risk. Make
no mistake, we believe giving Prescience Point the influence to
disrupt our strategy would effectively turn back the clock, bring
another wave of concerns to customers and employees who endured
issues that are now resolved, and nullify the culture of
compliance, transparency and responsible oversight that has allowed
management to position MiMedx for long-term value creation.
That’s why your vote at this year’s annual meeting is especially
important. Prescience Point has filed proxy materials to run a
competing slate of candidates for election to the MiMedx Board. Led
by its own Founder and Portfolio Manager, Eiad Salahi Asbahi,
Prescience Point is attempting to take control of over 40% of the
Board – including the seat held by our CEO, Timothy Wright, our
Board Chair, M. Kathleen Behrens, Ph.D. and our Audit Committee
Chair, K. Todd Newton. Prescience Point’s goal is clear: they seek
to force through their own agenda, which appears to be aimed at
pushing for a sale of the Company BEFORE MiMedx captures the
multiple value creation opportunities before us. With ownership of
only 8.1% of the Company’s stock, Prescience Point is
seeking to take over 40% of your board with highly disproportionate
representation.
The future of your investment is at stake. As a
shareholder in MiMedx, your vote is important. We urge you to
vote FOR ALL of MiMedx’s director
nominees – Dr. Kathleen Behrens, Mr. Todd Newton,
Mr. Timothy Wright, and Dr. Phyllis Gardner - on the WHITE proxy
card today. Please disregard any GOLD proxy cards you receive from
Prescience Point.
Shareholders should note that Prescience Point already
has significant representation on the MiMedx Board. In
2019, MiMedx entered into a cooperation agreement with Prescience
Point, agreeing to add six new directors to the Board. Since that
time, our current Board Chair, Dr. Kathleen Behrens and Audit
Committee Chair, K. Todd Newton, and current CEO, Timothy Wright,
were nominated to the Board. Dr. Behrens and Mr. Newton have both
been outstanding leaders on the Board, making significant
contributions to our successful turnaround and to the 106% stock
price appreciation since they joined the Board. It is
telling that both Dr. Behrens and Mr. Newton believe the Company
provided attractive solutions to address Prescience Point’s
concerns, which were rejected. They further strongly disagree with
the current Prescience Point demands, which they find to be
overreaching and would result in an undue level of
influence.
Do not allow Prescience Point to put your investment at risk by
giving them further and undeserved influence over the Board and
therefore, the business of MiMedx. Prescience Point’s
demands and commentary make it clear, in our view, that they do not
understand responsible or compliant public pharmaceutical company
disclosure, and instead are advocating for speculative
actions designed to satisfy their own agenda. We ask you to ensure
that the Board and management team have the opportunity to continue
the successful execution of our clear strategic plan to accelerate
our late-stage pipeline, achieve our stated top-line growth
objectives in our core business and drive shareholder value.
Your vote on the WHITE proxy card in
advance of our Annual Meeting of Shareholders is critical, no
matter how many shares you own.
MIMEDX MUST COMPLETE ITS TRANSFORMATION
INTO A CREDIBLE, COMPLIANT AND SUCCESSFUL COMPANY TO CREATE
SUSTAINABLE LONG-TERM VALUE FOR SHAREHOLDERS
2020 was a transformational year for MiMedx. The Board and
management team have been executing a number of operational and
financial initiatives that are already producing results.
While navigating the impacts of the COVID-19 pandemic,
MiMedx stabilized and strengthened its balance sheet with a capital
raise of $150 million comprised of a $100 million equity financing
led by EW Healthcare Partners and a $50 million debt financing
provided by Hayfin Capital Management LLP, which signified a clear
turning point for the business. The transaction was the
culmination of an extensive review of potential financing
alternatives by the Board, in consultation with the Company’s
professional and financial advisors. These additional resources
provided the Company with the necessary capital to enhance its
R&D, manufacturing and commercial organizations, with
additional flexibility to pursue attractive growth opportunities
afforded by the Company’s amniotic tissue products.
EW Healthcare Partners is among the nation’s largest, oldest,
and highly regarded private healthcare investment firms which seeks
to make growth equity investments in innovative and fast growing
commercial-stage healthcare companies in the pharmaceutical,
medical device, diagnostics, and technology-enabled services
sectors in the United States and in Europe. It has a significant
track record of success advancing innovation and growth within the
companies it partners with by sharing expertise and assisting in
business plan execution. In return for its investment, EW
Healthcare Partners received approximately 17.6 percent interest in
the Company and the right to designate two directors to the MiMedx
Board, half the number of additional seats being sought by
Prescience Point, and far fewer than the seats Prescience Point
received in 2019 – and will only be permitted to designate one
director if its interest falls below 10.0 percent.
Prescience Point’s approximately 8.0 percent interest in the
Company simply does not justify permitting it to control an
additional four board seats.
The Board has also taken a number of actions to promote
accountability and strengthen oversight. In partnership
with the management team, the Board has worked to develop and
implement measures to improve MiMedx’s accounting, corporate
compliance and internal control practices. The Audit Committee,
chaired by Todd Newton, regularly receives independent feedback
from third party advisors regarding the accounting practices and
internal control practices.
In his role as CEO, Timothy Wright is building a new
culture at the Company, rooted in ethics, integrity, collaboration
and strategic execution. During the course of 2020, MiMedx
successfully implemented a number of governance, operational and
financial initiatives that were critical to restoring the Company’s
integrity, improving business liquidity, and transforming the
culture of the organization. In addition, MiMedx is initiating an
investor relations and shareholder re-engagement program, under
which we are gaining additional sell-side analyst coverage,
attending investor conferences and communicating regularly with the
investment community about our opportunities and the path to future
value creation.
YOUR BOARD AND MANAGEMENT TEAM HAVE A
CLEAR STRATEGY FOR LONG TERM VALUE CREATION
As a pioneer in placental biologics, we have both a core
business, focused on addressing the needs of patients with acute
and chronic non-healing wounds, and a promising late-stage pipeline
of products to decrease pain and improve function in patients with
degenerative musculoskeletal conditions. By incorporating a
strategy to advance the underlying placental science and more
rigorously establish the clinical and economic effectiveness of our
products, we believe the Company can differentiate the value of our
portfolio and address multiple areas of significant unmet clinical
need.
The advanced wound care industry represents a significant and
growing market opportunity, due to various demographic trends,
including an aging population, increasing incidence of obesity and
diabetes, and the associated higher susceptibility to non-healing
chronic wounds. These demographics extend into the musculoskeletal
sector as well, and the increasing number of patients requiring
advanced treatment represents a significant cost burden on the
healthcare system.
Since Timothy Wright assumed the CEO position in May of 2019,
MiMedx has executed on its strategic plan and is positioning our
leading product portfolio for further sustainable growth. We
are:
- Focusing capital on strategic initiatives. Our
recent capital raise enables us to further invest in our business
and accelerate our pipeline, solidifying our position as an
industry leader in using amniotic tissue as a platform for
regenerative medicine. Our near-term investments in our commercial
area are focused on three important objectives: expanding our
market, capturing a disproportionate share of that market using our
clinical evidence, and investing in our commercial
organization.
- Investing in our core business for growth. We
have focused our priorities on initiatives across our Commercial,
Operations and Research & Development organizations that
position the Company to grow our core business, and enhance the
probability of success for our late-stage pipeline. During the past
year, MiMedx has reorganized, re-incentivized and reinvested in its
sales force to support the growth of this core business and the
differentiated nature of MiMedx’s amniotic tissue products
positions the Company to exceed market growth in the near- and
long-term. Among other milestones, the Company:
- Successfully launched EpiCord®
Expandable to support the advanced wound care needs of patients
with larger, chronic, and hard-to-heal wounds; and
- Secured coverage by the largest U.S.
Commercial payor for EpiFix®, as a proven and medically necessary
option in the treatment of diabetic foot ulcers, an important
recognition of the differentiated value of our portfolio.
- Positioning for pipeline acceleration. MiMedx
is making a three-fold increase in R&D to support core market
and pipeline growth objectives. We have made significant strides
with respect to our ongoing clinical studies, specifically, the
completion of enrollment in a Phase 2b knee osteoarthritis study
and completion of enrollment in two late-stage IND trials for
AmnioFix Injectable as a potential treatment for both plantar
fasciitis and Achilles tendonitis. The Company expects to announce
top-line results for all three of its trial opportunities this
summer and has commenced planning efforts to initiate the Phase 3
clinical trial for knee osteoarthritis and file a biologics license
application (BLA) for plantar fasciitis in the first half of
2022.
Our differentiated products, promising pipeline and
talented employees, combined with the significant unmet need in our
markets, illustrate the compelling growth opportunity
ahead. MiMedx plans to capitalize on these opportunities
by investing in its core business to generate the cash needed to
fuel the pipeline and elevate the standard of care for millions of
patients.
OUR STRATEGY IS DRIVING PERFORMANCE AND
SIGNIFICANT SHAREHOLDER RETURNS — AND THIS IS JUST THE
BEGINNING
Since the installation of the new Board, the Company’s stock
price performance has dramatically improved.
- The Company’s total shareholder return since the appointment of
Timothy Wright as Chief Executive Officer on May 09, 2019 is more
than 235%, and more than 285% from May 09, 2019 until Prescience
Point filed their 13D on April 16, 2021.
- MiMedx has achieved a 106% stock price increase since Dr.
Behrens and Mr. Newton were elected to the Board at the Annual
Meeting on June 17, 2019.
- MiMedx has achieved a 41% stock price increase since the
relisting of the Company’s common stock on the Nasdaq Stock Market
on November 4, 2020.
The positive financial profile that the new Board and
management team have built reveal a strong trend toward growth and
profitability. With the Company focused on enhancing its core
business, expanding into international markets and bringing new
treatments to market, we anticipate further stock
appreciation.
MIMEDX HAS THE RIGHT BOARD AND OUR
DIRECTORS ARE OUTSTANDING STEWARDS OF VALUE
MiMedx’s refreshed Board is made up of nine highly qualified,
deeply experienced and demonstrably engaged directors who are
strongly committed to acting in the best interests of all MiMedx
shareholders. The Board’s composition reflects a commitment to
refreshment with significant input from shareholders and increased
diversity and expertise, with an entirely refreshed Board since
June of 2019.
Two of the MiMedx Directors standing for election were nominated
by Prescience Point and appointed to the Board in 2019 – Dr.
Kathleen Behrens, our Board Chair, and K. Todd Newton, our Audit
Committee Chair. Like the rest of the MiMedx Board, our Board
Chair, Dr. Behrens, and Mr. Newton strongly oppose giving Mr.
Asbahi outsized influence over MiMedx.
The Directors standing for re-election this year all are highly
respected in the life sciences industry and have made significant
contributions to our successful turnaround and to the creation of
additional shareholder value, bringing important skills, business
acumen and industry experience to guide and oversee the Company as
fiduciaries at this critical time:
- Dr. M. Kathleen Behrens, appointed to the
MiMedx Board in June of 2019, has worked as an independent life
sciences consultant and investor since December 2009. Dr. Behrens
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 served as a general partner for selected
venture funds for RS Investments, a mutual fund firm, from 1996
until December 2009. While Dr. Behrens worked at RS Investments,
from 1996 to 2002, she served as a managing director at the firm
and, from 2003 to December 2009, she served as a consultant to the
firm. During that time, Dr. Behrens also served as a member of the
President’s Council of Advisors on Science and Technology (PCAST)
from 2001 to 2009 and as chairwoman of PCAST’s Subcommittee on
Personalized Medicine, as well as the President, director and
chairwoman of the National Venture Capital Association, an
organization that advocates for public policy that supports the
American entrepreneurial ecosystem, from 1993 until 2000. Prior to
that, she served as a general partner and managing director for
Robertson Stephens & Co., an investment company, from 1983
through 1996. Dr. Behrens has served as a member of the board of
directors of each of Sarepta Therapeutics, Inc. (Nasdaq: SRPT), a
medical research and drug development company, since March 2009
(Chairwoman of the Board since April 2015) and IGM Biosciences,
Inc. (Nasdaq: IGMS), a clinical stage biotechnology company focused
on creating and developing IgM antibodies, since January 2019. She
served as a director of Amylin Pharmaceuticals, Inc., a
biopharmaceutical company, from 2009 until its sale in 2012 to
Bristol-Myers Squibb Co. Prior to that, she served on the board of
directors of Abgenix, Inc., a biopharmaceutical company, from 2001
until the company was sold to Amgen, Inc. in 2006. From 1997 to
2005, Dr. Behrens was a director of Science, Technology and
Economic Policy for the National Research Council. Dr. Behrens was
also a Co-Founder of the Coalition for 21st Century Medicine, a
trade association for new generation diagnostics companies. Dr.
Behrens holds a B.S. in biology and a Ph.D. in microbiology from
the University of California, Davis. Dr. Behrens has served on the
Board since June 2019 and was nominated as a director because of
her substantial experience in the financial services and
biotechnology sectors, as well as in healthcare policy.
- K. Todd Newton, appointed to the MiMedx Board
in June of 2019 as Audit Committee Chair, presently serves as a
consultant to, and previously served as Chief Executive Officer and
as a member of the Board of Directors of Apollo Endosurgery, Inc.
(Nasdaq: APEN), a medical device company, from July 2014 until
March 2021. Earlier in his career, Mr. Newton served as Executive
Vice President, Chief Financial Officer and Chief Operating Officer
at ArthroCare Corporation, a medical device company, from 2009 to
June 2014. Prior to that, Mr. Newton served in a number of
executive officer roles, including President and Chief Executive
Officer and as a director, at Synenco Energy, Inc., a Canadian oil
sands company, from 2004 until 2008. Mr. Newton was a Partner at
Deloitte & Touche LLP, a professional services network and
accounting organization, from 1994 to 2004. Mr. Newton holds a
B.B.A. in accounting from the University of Texas at San Antonio.
Mr. Newton has served on the Board since June 2019 and was
nominated as a director because of his significant experience in
the medical device sector as well as strong executive leadership
experience.
- Timothy R. Wright, appointed to the MiMedx
Board in June of 2019, has more than 30 years of executive
experience in the pharmaceutical, biotech and medical devices
industries. Prior to joining the Company, Mr. Wright was a founder
and partner at Signal Hill Advisors, LLC, a consulting practice,
from 2010 to May 2019. 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.
Before that, Mr. Wright served as Executive Vice President, Mergers
and Acquisitions, Strategy and Innovation for Teva Pharmaceutical
Industries Ltd. (“Teva”), a pharmaceutical company specializing in
generic medicines, from April 2015 until August 2017. Before
joining Teva, Mr. Wright was the founding partner of The Ohio State
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 treatment of Alzheimer’s disease and various cancers, from July
2011 to July 2012. Curaxis had been experiencing financial
difficulties prior to Mr. Wright’s tenure and, as a result, the
company filed for Chapter 11 bankruptcy in July 2012. Mr. Wright
was appointed president of Tyco Healthcare Imaging and
Pharmaceuticals businesses in 2007, and worked with other
executives to spin out of Tyco International forming Covidien. He
restructured the Imaging and Pharmaceuticals business, divesting
Mallinckrodt Baker, and then prepared the company’s IPO. Later,
Covidien was acquired in 2014 by Medtronic for $42 billion. From
1984 to 1999, Mr. Wright held executive roles at DuPont Pharma and
DuPont Merck, where he served as brand champion of the company’s
organ transplantation and plasma volume expansion businesses, and
eventually became global Senior Vice President, Strategy and
Corporate Business Development, as well as President of DuPont
Merck, Canada and Senior VP DuPont Merck, Europe heading up
Marketing and Business Development.Mr. Wright has been a director
of Agenus, Inc. (Nasdaq: AGEN), an immuno-oncology company, since
2006 and its lead director since 2009. Mr. Wright also serves as
Chairperson of The Ohio State University Comprehensive Cancer
Center Drug Development Institute, serves as director of The Ohio
State Innovation Foundation and sits on The Ohio State University
College of Pharmacy Dean’s Corporate Council, and over his career,
has served on boards of directors for companies in North America,
Europe and Asia. Mr. Wright earned a Bachelor’s of Science in
Marketing from The Ohio State University. He has served on our
Board since June 2019 and was nominated as a director to bring the
perspective of the Chief Executive Officer on the Board and also
for the benefit of his many years of experience in the healthcare
and pharmaceutical industry.
- Dr. Phyllis Gardner, appointed to the MiMedx
Board in March of 2021, has spent over 35 years in academia,
medicine and industry. Dr. Gardner has served on the board of
directors of several public and private companies, including
Revance Therapeutics, Inc. since 2006, Corium International, Inc.
from November 2007 to December 2018, and CohBar, Inc. from February
2019 to present. Dr. Gardner has also served as an advisor to
Change Health Care, Inc. from April 2019 to present. From June 1999
to July 2014, she served in various consulting capacities including
as an adjunct partner at a venture fund managed by Essex Woodlands
Ventures, a venture capital firm that focused on the healthcare
industry (and a predecessor to EW Healthcare Partners, a healthcare
focused growth equity firm and holder of our Series B Preferred
Stock). Additionally, Dr. Gardner has been a member of the Harvard
Medical School Board of Fellows since April 2013 and is a
scientific reviewer for the Cancer Prevention and Research
Institute of Texas. She began her academic medical career at
Stanford University, where she has held several positions including
Senior Associate Dean for Education and Student Affairs and remains
today as Professor of Medicine. From 1994 to 1998, she took a leave
of absence from Stanford University to serve as Principal
Scientist, Vice President of Research and Head of ALZA Technology
Institute, a major drug delivery company. Dr. Gardner holds a B.S.
from the University of Illinois and an M.D. from Harvard
University. Our Board believes that Dr. Gardner’s medical,
healthcare and operating experience and significant experience
serving as a director of other healthcare companies make her
qualified to serve on our Board.
The executive and senior management team comprises several
recently appointed leaders, including:
- Timothy R. Wright, Chief Executive Officer,
- Peter M. Carlson, Chief Financial Officer,
- William F. “Butch” Hulse, General Counsel and Secretary,
- Robert B. Stein, M.D., Ph.D., Executive Vice President of
Research and Development,
- Rohit Kashyap, Ph.D., Chief Commercial Officer,
- Dirk Stevens, Ph.D., Senior Vice President, Quality Assurance
and Regulatory Affairs,
- Stan Micek, Senior Vice President, Business Development and
Portfolio Management and
- Jack Howarth, Senior Vice President, Investor Relations
The Board is confident that this is the right team to execute on
the Company’s go-forward strategy.
Our Board and management team have led our company to this
pivotal moment in our history against all odds. Under Timothy
Wright’s leadership, the team has instilled confidence in
regulatory bodies and investors, restored employee morale and a
focus on driving goals and commitments.
Prescience Point itself commended the Board and
management team in December 2020i:
“The management team and board of directors has been refreshed
with reputable, highly qualified individuals.”
“In addition to refreshing its management team, MDXG has
substantially reconstituted its board of directors with several
high-caliber board members who joined the Company in June 2019
following our successful activist campaign, and in July 2020
following EW Healthcare’s investment in MDXG.”
PRESCIENCE POINT IS UNWILLING TO WORK
CONSTRUCTIVELY IN THE INTEREST OF ALL SHAREHOLDERS AND ITS NOMINEES
DO NOT ADD ANY VALUE TO THE MIMEDX BOARD
While your Board prioritizes the execution of our strategy to
deliver long-term shareholder value, Prescience Point is determined
to run a disruptive and costly proxy contest, which we have tried
in earnest to avoid. The Company has made a concerted effort to
resolve this issue, only to have our good faith efforts
mischaracterized or dismissed.
Prescience Point has already had direct or indirect
participation in, and influence over, the designation or
appointment of up to six board seats, four of which are held by
directors who continue to serve on the Board. Despite this, the
Company offered Prescience Point a newly created board seat and a
chance to participate in developing public disclosures to bolster
our shareholder communications initiatives. In return, we requested
that Prescience Point sign customary non-disclosure and standstill
agreements to safeguard material non-public information that would
be shared with Prescience Point as part of our collaboration on
shareholder communications. Prescience Point declined our overtures
to resolve this matter and avoid a costly and distracting proxy
fight.
The nominating and governance committee has evaluated all four
of Prescience Point’s candidates and strongly believes that they
either do not have the necessary qualifications to serve on the
Board or they do not add any skills or expertise not already
represented in our qualified directors. Prescience Point’s
nominees, in our view, would add no value to the
Board.
WE BELIEVE PRESCIENCE POINT’S ARGUMENTS
ARE FALSE, MISGUIDED AND DANGEROUS
Prescience Point continues to make, in our opinion, false and
misguided statements about the Company in an attempt to besmirch
our progress and further their own agenda, which appears to be
exclusively aimed at an immediate sale of the Company. At this
stage of our clinical program, a sale is ill-advised as it would be
detrimental to MiMedx’s ability to fully capture the value that
will be further created into the clinical development cycle.
Prescience Point’s views are not only misleading, we believe they
are dangerous.
Setting the record straight:
We keep our investors informed about pipeline
potential. We do so in a timely and prudent manner,
consistent with SEC and FDA guidelines. MiMedx has consistently
informed investors about the potential of its pipeline. To that
end, Tim Wright and the management team have spoken about the Knee
OA opportunity in every earnings call and Wall Street analyst
conference meeting since 2019, and MiMedx’s pipeline opportunity
has been clearly articulated along with an acknowledgment of
influential factors and considerations. We continue to provide
regular updates on our earnings calls, as well as at conferences,
all while adhering to the limitations and restrictions imposed by
the SEC and FDA. Prescience Point has no imposed restrictions on
what it says publicly.
We have taken action to strengthen our balance sheet —
our capital raise was a must. Faced with a global
pandemic, a highly uncertain operating environment and liquidity
concerns, MiMedx ran a robust process and raised enough capital to
continue operating without restrictions, while attracting two new
investors to the Company. As a result of our swift and deliberate
actions we were able to avoid a “going concern” limitation in our
audit during a challenging and truly unprecedented time for
American companies in 2020. In fact, our financial metrics have
since stabilized since the height of the COVID-19 pandemic and are
beginning to show signs of growth.
EW Healthcare Partners is aligned with the interests of
ALL shareholders. Prescience Point’s accusations to the
contrary are designed to deliberately mislead and distract
shareholders. EW Healthcare Partners are highly skilled investors
with a track record of value creation in healthcare and, despite
the fact that they own twice as many outstanding shares in the
Company, they do not have board representation on par with that of
Prescience Point. Meanwhile, Prescience Point is actively seeking
influence over four of our nine directors while claiming that EW
Healthcare Partners has too much voting power.
Furthermore, despite clear disclosures demonstrating Dr. Gardner
is independent from EW Healthcare, Mr. Asbahi continues to assert
that she is not. Dr. Gardner was an external consultant to EW
Healthcare’s predecessor firm, Essex Woodlands Health Ventures, for
a period ending in 2014 – she has not worked with the firm for more
than seven years and she has no current connections to EW
Healthcare. She is an independent director who is unbeholden to
MiMedx’s management or EW Healthcare Partners.
We continue to outperform our peers. Prescience
Point continues to make oversimplified comparisons to peers that do
not take into the account the circumstances under which MiMedx has
operated and the upside potential seen in our company now.
Our valuation metrics have improved significantly, and we
strongly believe this is entirely the result of our ongoing
strategy.
MiMedx continues to incorporate constructive feedback into our
ongoing strategy and transformation, however, we will not
negotiate around issues in which falsehoods and misinformation
serve as the driving force for change. We adhere to Food
and Drug Administration guidelines around pre-approval product
communications in order to avoid situations that would result in a
potential “Warning Letter” impacting MiMedx’s reputation and
pipeline progress. We have a proven track record of addressing
legitimate shareholder concerns, including those from Prescience
Point, and we are committed to engaging in good faith with
those who seek to enhance value, not destroy it.
Shareholders should not be misled by Prescience Point’s false
claims about our business and leadership team. These are
nothing but Prescience Point’s veiled attempts to claim outsized
influence over the Board and, as a result, the Company. Prescience
Point’s objectives, in our opinion, will jeopardize the value of
your investment. MiMedx implemented significant change at
the Board and management level to ensure we have the right
leadership and expertise to grow our business and deliver value in
today’s market.
OUR ACCOMPLISHMENTS IN 2020 HAVE CREATED
A STRONG FOUNDATION FOR MEANINGFUL GROWTH IN 2021 AND
BEYOND
We believe the investments we are making in people, resources,
and strategic initiatives will position us to accelerate and
commercialize our late-stage pipeline and achieve our stated
top-line growth objectives in our core business. Our focus is
unwavering. We will continue to execute on our current strategy and
look forward to continuing to engage constructively with
shareholders to achieve our mutual goal of creating long-term
shareholder value.
YOUR VOTE IS IMPORTANT! VOTE THE WHITE
PROXY CARD TODAY TO PROTECT YOUR INVESTMENT
Vote the Enclosed WHITE Proxy Card Today
“FOR ALL” Four of MiMedx’s Highly Qualified Director
Nominees
Your Board and management team are focused on rebuilding the
core business and accelerating the pipeline, and we firmly believe
we have the right directors in place to do just that. By
supporting the current MiMedx leadership and ongoing transformation
strategy, you are making the decision to protect your
investment.
We urge you to use the enclosed WHITE proxy card to vote
today “FOR” ALL four of MiMedx’s nominees listed on the WHITE proxy
card: Dr. Kathleen Behrens, Mr. Todd Newton, Mr. Timothy Wright,
and Dr. Phyllis Gardner. Simply follow the easy
instructions on the enclosed proxy card to vote by telephone, by
Internet or by signing, dating and returning the
WHITE proxy card in the postage-paid envelope
provided. Please disregard any GOLD proxy card you get from
Prescience Point.
On behalf of your Board and the management team, thank you for
your continued support.
Sincerely,The MiMedx Board of Directors
Your Vote Is Important, No Matter How Many or How Few
Shares You Own You can vote by Internet, telephone or
by signing and dating the WHITE proxy
card and mailing it in the envelope provided. If you have any
questions about how to vote your shares, or need additional
assistance, please contact: MORROW
SODALI MDXG@investor.Morrowsodali.com (203)
658-9400 or Toll-Free (800) 662-5200 |
Important Cautionary Statement
This communication contains forward-looking statements,
including, among other things, statements regarding: (i) our
strategic focus, as illustrated by our current business priorities
and our ability to implement these priorities; (ii) our
expectations regarding the sufficiency of our liquidity and
existing capital resources to implement our current business
priorities; (iii) the advantages of our products and development of
new products; (iv) our expectation regarding the size of the
potential market and any growth in such market; (v) the likelihood,
timing, and scope of possible regulatory approval and commercial
launch of our late-stage product candidates and new indications for
our products; (vi) the status, timing, and expected results of the
Company’s clinical trials and planned regulatory submissions, and
our expectations regarding our ability to potentially accelerate
the timing of any trial or regulatory submission; (vii) the
Company’s plans to review and analyze the results of its plantar
fasciitis, Achilles tendonitis, and knee osteoarthritis clinical
trials; (viii) the effectiveness of amniotic tissue as a therapy
for any particular indication or condition; (ix) estimates of
potential addressable markets for our potential future products;
and (x) our expectations regarding the effects of the proxy contest
launched by Prescience Point. Additional forward-looking statements
may be identified by words such as “believe,” “expect,” “may,”
“plan,” “goal,” “outlook,” “potential,” “will,” “preliminary,” and
similar expressions, and are based on management’s 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.
Factors that could cause actual results to differ from expectations
include: (i) notwithstanding the FDA’s statement on April 21, 2021,
there remain a number of uncertainties regarding the application of
the FDA’s regulations to the Company’s products and practices, and
the Company may adjust its plans to comply with FDA’s requirements;
(ii) there can be no assurance that the FDA will further extend
enforcement discretion to cover products that have a regulatory
approval pending, nor can there be any assurance that the Company
will even be able to engage with the FDA on the subject; (iii) the
Company’s estimate of the impact of enforcement discretion assumes
that the Company is able to sell its products through May 31, 2021,
and that the Company may continue to sell its cord products
thereafter; (iv) the status, timing, and expected results of the
Company’s clinical trials and planned regulatory submissions, and
our expectations regarding our ability to potentially accelerate
the timing of any trial or regulatory submission depend on a number
of factors including favorable trial results, patient access, and
our ability to manufacture in accordance with CGMP and appropriate
chemistry and manufacturing controls; (v) the Company may change
its plans due to unforeseen circumstances, and delay or alter the
timeline for future trials, analyses, or public announcements; (vi)
generally any meeting with the FDA depends on successful clinical
trial results and the availability of such a meeting and its timing
is outside of the Company’s control; (vii) the results of a
clinical trial or trials may have little or no statistical value,
or may fail to demonstrate that the product is safe or effective;
(viii) our estimates of potential addressable markets for our
potential future products are merely estimates and will depend on
market acceptance of our potential, future products; and (ix) we
depend on our senior leadership team and may not be able to retain
or replace these employees or recruit additional qualified
personnel. The Company describes additional risks and uncertainties
in the Risk Factors section of its most recent annual report and
quarterly reports filed with the SEC. Any forward-looking
statements speak only as of the date of this communication and the
Company assumes no obligation to update any forward-looking
statement.
Important Information
The Company, its directors, director nominees and certain of its
executive officers are participants in the solicitation of proxies
from shareholders in respect of the Annual Meeting. The Company has
filed a definitive proxy statement and associated WHITE proxy card
in connection with the solicitation of proxies for the Annual
Meeting with the SEC. Details concerning the nominees of the
Company’s board of directors for election at the Annual Meeting are
set forth in the definitive proxy statement. BEFORE MAKING ANY
VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS
THERETO, AS THEY CONTAIN IMPORTANT INFORMATION. Information
regarding the identity of the Company’s participants and their
respective interests in the matters to be voted on at the Annual
Meeting, by security holdings or otherwise, are set forth in the
definitive proxy statement and other documents filed with the SEC
in connection with the Annual Meeting. Investors and shareholders
can obtain a copy of the definitive proxy statement and other
documents filed by the Company free of charge from the SEC’s
website at www.sec.gov. The Company’s shareholders can also obtain,
without charge, a copy of the definitive proxy statement and other
relevant filed documents from the “SEC Filings” section of the
Company’s website at www.mimedx.com.
About MIMEDXMIMEDX is an industry leader in
utilizing amniotic tissue as a platform for regenerative medicine,
developing and distributing placental tissue allografts with
patent-protected, proprietary processes for multiple sectors of
healthcare. As a pioneer in placental biologics, we have both a
core business, focused on addressing the needs of patients with
acute and chronic non-healing wounds, and a promising late-stage
pipeline targeted at decreasing pain and improving function for
patients with degenerative musculoskeletal conditions. We derive
our products from human placental tissues and process these tissues
using our proprietary methods, including the PURION® process. We
employ Current Good Tissue Practices, Current Good Manufacturing
Practices, and terminal sterilization to produce our allografts.
MIMEDX has supplied over two million allografts, through both
direct and consignment shipments. For additional information,
please visit www.mimedx.com.
Contacts:
Investors:Jack HowarthInvestor
Relations404-360-5681jhowarth@mimedx.com
Media:Hilary DixonCorporate
Communications770-651-9307hdixon@mimedx.com
________________________________
i
https://www.presciencepoint.com/wp-content/uploads/2020/12/MDXG-Amniofix-Report-FINAL.pdf
Sarepta Therapeutics (NASDAQ:SRPT)
Historical Stock Chart
From Apr 2024 to May 2024
Sarepta Therapeutics (NASDAQ:SRPT)
Historical Stock Chart
From May 2023 to May 2024