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MiMedx suspended from Nasdaq trading, adopts shareholder rights plan

MiMedx Group Inc. said its stock will be suspended from Nasdaq trading Nov. 8.

The Marietta, Ga.-based biopharmaceutical company had received three noncompliance notices for failing to fulfill its reporting obligations to the U.S. Securities Exchange Commission.

MiMedx was given until Feb. 25, 2019, to regain compliance, but the Nasdaq Hearings Panel proceeded to delist after seeing the company's progress. MiMedx said it does not plan to appeal the decision.

Following the suspension, MiMedx transferred the quotation and trading of its stock to the OTC Market, effective Nov. 8, under the symbol MDXG.

Additionally, the company's board authorized the adoption of a limited duration shareholder rights plan, under which MiMedx will issue 1 preferred share purchase right for each outstanding common share held by stockholders.

The rights are not initially exercisable but will be if an investor acquires beneficial ownership of 10% or more of MiMedx's common stock in a transaction not approved by the company's board. At that time, rights holders may acquire additional MiMedx common shares at a 50% discount. The rights will expire Nov. 6, 2019, unless earlier redeemed, terminated or exchanged.

MiMedx said the rights plan will address a vulnerability to a creeping acquisition of de facto control, or when an investor acquires a substantial percentage of the company before publicly disclosing control intent and paying a control premium.

PJT Partners LP is acting as MiMedx's financial adviser, with Sidley Austin LLP, Simpson Thacher & Bartlett LLP and Stearns Weaver Miller Weissler Alhadeff & Sitterson PA as its legal counsel.