EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to 5,000,000 shares of common stock, $0.001 par value
per share, of MiMedx Group, Inc. (the Registrant) to be offered to eligible participants of the Registrant and its affiliates pursuant to the MiMedx Group, Inc. 2016 Equity and Cash Incentive Plan, as amended and restated through
May 2, 2023 (the Plan). Pursuant to the terms of the Plan, all shares of common stock so offered may be treasury shares, newly issued by the Registrant or acquired by purchase at the expense of the Registrant on the open market or
in private transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428(b)(1) under the Securities Act, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the
participants in the Plan, as applicable and as required by Rule 428(b). Those documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by the Registrant with the Securities and Exchange Commission (the SEC) are incorporated by reference
in this Registration Statement:
(a) The Registrants latest annual report on
Form 10-K for the fiscal year ended December 31, 2022, filed on February
28, 2023, together with Amendment No. 1 to Form 10-K, filed on
May 1, 2023, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act);
(b) The Registrants latest quarterly report on Form
10-Q for the quarter ended March 31, 2023, filed on May 2, 2023;
(c) The Registrants current reports on Form 8-K filed on January 3,
2023, January
30, 2023 (except for Item 7.01), February
23, 2023, March
24, 2023 (except for Item 7.01), June
14, 2023, June
20, 2023 (except for Item 7.01) and July 5, 2023 (except for Item 7.01);
(d) The description of the Registrants Common Stock set forth in the registrants filed registration statement on Form
8-A, filed on November 2, 2020, under Section
12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description including Form
8-K filed on November 27, 2020; and
(e) All other reports filed with the
SEC by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2022.
All documents subsequently
filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than portions of those documents furnished or otherwise not deemed to be filed), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or
in any other contemporaneously or subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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