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- 8-K Current report
- 2.1 Agreement and Plan of Merger
- 2.2 Articles of Merger
- 4.1 Amended and Restated Registration Rights Agreement
- 4.2 Registration Rights Agreement
- 10.1 Mimedx, Inc. 2006 Stock Incentive Plan
- 10.2 Declaration of Amendment to Mimedx, Inc. 2006 Stock Incentive Plan
- 10.3 Form of Incentive Award Agreement
- 10.4 Form of Nonqualified Incentive Award Agreement
- 10.5 Mimedx, Inc. 2005 Assumed Stock Plan
- 10.6 Declaration of Amendement to Mimedx, Inc. 2005 Assumed Stock Plan
- 10.7 Form of Incentive Award Agreement
- 10.8 Form of Nonqualified Incentive Award Agreement
- 10.9 Mimedx, Inc. Assumed 2007 Stock Plan
- 10.10 Declaration of Amendment to Mimedx, Inc. Assumed 2007 Stock Plan
- 10.11 Form of Incentive Award Agreement
- 10.12 Form of Nonqualified Incentive Award Agreement
- 10.13 Form of Mimedx, In. Employee Porprietary Info and Inventions Assignment Agrmnt
- 10.14 Employment Agreement Between Mimedx, Inc. and Steve Gorlin
- 10.15 Employment Agreement Between Mimedx, Inc. and Jon C. Thomas
- 10.16 Employment Agreement Between Mimedx, Inc. and Matthew J. Miller
- 10.17 Employment Agreement Between Mimedx, Inc. and Thomas W. D' Alonzo
- 10.18 Employment Agreement Between Mimedx, Inc. and Marie Steele
- 10.19 Employment Agreement Between Mimedx, Inc. and Thomas Koob, PH.D.
- 10.20 Employment Agreement Between Mimedx, Inc. and Lousie Focht
- 10.21 Sublease Agreement
- 10.22 Lease Agreement
- 10.23 Lease Between Mimedx, Inc. and the University of S. Florida Research Foundation
- 10.24 Amendment to Lease Agreement
- 10.25 Agreement and Plan of Merger
- 10.26 Consulting Agreement Between Mimedc, Inc. and James Andrews M.D.
- 10.27 Consulting Agreement Between Mimedc, Inc. and Thomas Graham M.D.
- 10.28 Consulting Agreement Between Mimedc, Inc. and Joseph Story, M.D.
- 10.29 Form of Mimedx Physician Advisory Board Consulting Agreement
- 10.30 Joint Development Agreement
- 10.31 Collaborative Research and Evaluation Agreement
- 10.32 Technology License Agreement
- 10.33 Technology License Agreement
- 10.34 Trademark License Agreement
- 10.35 Technology License Agreement
- 10.36 First Amendment Technology License Agreement
- 10.37 Trademark License Agreement
- 10.38 Acknowledgement of the Georgia Tech Research Corporation
- 10.39 License Agreement
- 10.40 First Amendment to License Agreement
- 10.41 Second Amendment to License Agreement
- 10.42 Third Amendment to License Agreement
- 10.43 Assignment of Invention and Non-provisional Patent Application
- 10.44 Assignment of Inventrion and Non-provisional Patent Application
- 10.45 Spinemedica, Corp Employee Proprietary Info and Inventions Assignment Agreement
- 10.46 Purchase Agreement
- 10.47 Letter Agreement
- 10.48 Materials Transfer Agreement
- 10.49 Materials Transfer Agreement
- 10.50 Industrial Lease Agreement
- 10.51 Sublease and Agreement
- 10.52 Warrant to Purchase Common Stock
- 16.1 Letter on Change In Certifying Accountants
- 21.1 Subsidiaries of Alynx, Co.
- 23.1 Consent of Pritchett, Siler, and Hardy, P.C.
- 99.1 Audited Financial Statements Mimedx, Inc.
- 99.3 Pro Forma Unaudited Consolidated Financial Statements
- 99.4 Press Release
EXHIBIT 2.2
ARTICLES OF MERGER
OF
MMX, ACQUISITION CORP.
(a Florida corporation)
with and into
MIMEDX, INC.
(a Florida corporation)
The following articles of merger are being submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, Florida Statutes:
FIRST:The name, jurisdiction, document number, and entity type of themerging corporation are as follows:
Name | Jurisdiction | Document Number | Entity Type | |||
MMX Acquisition Corp. | Florida | P08000011092 | Profit Corporation |
SECOND: The name, jurisdiction, document number, and entity type of thesurvivingentity are as follows:
Name | Jurisdiction | Document Number | Entity Type | |||
MiMedx, Inc. | Florida | P06000146755 | Profit Corporation |
THIRD:The Plan of Merger attached hereto as Exhibit A was approved by the board of directors of the surviving corporation on January 28, 2008 and the shareholders of the surviving corporation on February 8, 2008 in accordance with the applicable provisions of Chapters 607, Florida Statutes. The attached Plan of Merger was approved by the board of directors and the shareholders of the merging corporation on January 29, 2008 in accordance with the applicable provisions of Chapters 607, Florida Statutes.
FOURTH:The Plan of Merger attached hereto as Exhibit A was approved by each other business entity that is a party to the merger in accordance with the applicable laws of the state under which such other business entity is incorporated on January 29, 2008.
FIFTH: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State.
[Signatures contained on the following page]
IN WITNESS WHEREOF, these Articles of Merger have been executed by a duly authorized officer of MMX Acquisition Corp. and a duly authorized officer of MiMedx, Inc.
MERGING CORPORATION: | ||
MMX Acquisition Corp., a Florida corporation | ||
By: | /s/ Ken Edwards | |
Name: | Ken Edwards | |
Title: | President | |
SURVIVING ENTITY: | ||
MiMedx, Inc., a Florida corporation | ||
By: | /s/ John C. Thomas, Jr. | |
Name: | John C. Thomas, Jr. | |
Title: | CFO & Secretary |
Exhibit A
PLAN OF MERGER