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United States securities and exchange commission logo
May 10, 2024
Doug Rice
Chief Financial Officer
MIMEDX GROUP, INC.
1775 West Oak Commons Court, NE
Marietta, GA 30062
Re:MIMEDX GROUP, INC.
10-K for the Fiscal Year Ended December 31, 2023
Filed February 28, 2024
Form 10-Q for the Quarterly Period Ended March 31, 2024
Filed April 30, 2024
File No. 001-35887
Dear Doug Rice:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q For the Quarterly Period Ended March 31, 2024
TELA and Regenity Agreements, page 17
1.You disclose the Company entered into an Asset Purchase Agreement with TELA to
obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft
product in the United States pursuant to a preexisting Manufacturing and Supply
Agreement between TELA and Regenity, which retains all intellectual property rights and
regulatory clearances related to the product. Simultaneously with entry into the TELA
APA, the Company executed a new Manufacturing and Supply Agreement with Regenity,
replacing the previous TELA-Regenity Supply Agreement. Please clarify for us, and in
future filings as appropriate, your accounting and disclosure as it relates to the following:

•Since you entered into a new supply agreement that replaced the pre-existing supply
agreement, clarify why you do not consider the $7.6 million as a transaction cost to

 FirstName LastNameDoug Rice
 Comapany NameMIMEDX GROUP, INC.
 May 10, 2024 Page 2
 FirstName LastNameDoug Rice
MIMEDX GROUP, INC.
May 10, 2024
Page 2
enter into the new agreement;
•Clarify why you have not recorded the maximum profit share amount, how you will
account for any future payments, and when you will record any future amounts due;
•Clarify the term of the TELA APA and your methodology for amortizing the $7.6
million assigned cost; and
•Clarify when you anticipate commercialization of the xenograft product to commence
and whether you evaluated the recorded costs for recoverability before recording
them as an asset.

Form 10-K For the fiscal year ended December 31, 2023
Financial Statements
13. Discontinued Operations, page 1
2.Please provide us your analysis of how you determined that your disposal qualified as a
strategic shift, as outlined in ASC 205-20-45-1B and 1C, in support of your discontinued
operations accounting. Please identify and evaluate all relevant facts and circumstances.
As part of your analysis, describe how you determined your Regenerative
Medicine segment to be important to your operations and strategy, and a major part of
your entity.
3.In addition, we note research and development for your Regenerative Medicine segment
was $14,993 and $11,480 for 2022 and 2021 per your prior year segment footnote, and the
corresponding amounts in your Discontinued Operations footnote are $10,128 and $7,412.
Please reconcile for us the difference between the amounts.
Note 14. Income Taxes, page 2
4.We note your change in the determination of the likelihood of the realizability of certain
of the Company’s deferred tax assets based on the disbanded Regenerative Medicine
segment qualifying as a discontinued operation, in concert with the Company’s operating
results. We note, though, significant operating losses and losses from continuing
operations before income tax provisions in 2022 and 2021 remain after the application of
discontinued operations accounting. We also note a cumulative three year loss from
continuing operations before income tax provision remains after the application of
discontinued operations accounting. Please explain to us in further detail how you
overcame this negative evidence to support your conclusion that a valuation allowance is
not needed for most of your deferred tax asset and how your analysis is consistent with
ASC 740-10-30-16 through 30-25.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameDoug Rice
 Comapany NameMIMEDX GROUP, INC.
 May 10, 2024 Page 3
 FirstName LastName
Doug Rice
MIMEDX GROUP, INC.
May 10, 2024
Page 3
            Please contact Julie Sherman at 202-551-3640 or Michael Fay at 202-551-3812 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services