MIMEDX GROUP, INC. (MDXG) SEC Filings

MiMedx Group, Inc. (MDXG) is registering shares of its common stock to complete a merger in which Mustang Merger Sub will merge into Sanara MedTech Inc., making Sanara a wholly owned subsidiary of MiMedx. Each Sanara share will be exchanged for $33.00 in cash plus 0.4735 shares of MiMedx common stock, subject to tax withholding and cash in lieu of fractional shares. Based on shares outstanding as of September 1, 2026, former MiMedx and Sanara holders are expected to own approximately 97.1% and 2.9% of the combined company. Sanara shareholders will vote on the merger and related proposals at a virtual special meeting on September 30, 2026, and the transaction remains subject to shareholder approval, antitrust clearance under the HSR Act, and other closing conditions. MiMedx has arranged a $300.0 million senior secured term loan to fund a portion of the cash consideration and repay its existing credit facility, and Sanara’s Nasdaq-listed shares will be delisted and deregistered once the merger closes.

MIMEDX GROUP, INC. (symbol: MDXG) is the issuer of record for a Form S-4 filing submitted to the SEC.

MiMedx Group, Inc. filed an amendment to correct termination fee amounts in its previously disclosed Agreement and Plan of Merger with Sanara MedTech Inc.. The amendment clarifies that Sanara would owe MiMedx a termination fee of $9,660,336.00 in specified circumstances, and MiMedx would owe Sanara $22,540,785.00 if it fails to consummate the merger when required.

Under the merger agreement, Sanara stockholders will receive per share merger consideration of $33.00 in cash plus 0.4735 shares of MiMedx common stock, with the stock portion valued at $2.00 per share based on MiMedx’s five-day average closing price before July 29, 2026. All Sanara common shares (other than excluded and appraisal shares) will be converted into this mixed cash-and-stock consideration, and MiMedx shares to be issued will be listed on Nasdaq.

MiMedx obtained a $300.0 million first lien senior secured term loan commitment from funds managed and/or advised by Hayfin Capital Management LLP to support the transaction and will terminate and repay its existing credit agreement upon closing of the new financing. A voting agreement with certain Sanara stockholders covers approximately 38.9% of Sanara’s voting power, supporting approval of the merger. Closing remains subject to Sanara stockholder approval, antitrust clearance, SEC effectiveness of a Form S-4 registration statement, Nasdaq listing approval for the new MiMedx shares, absence of a Material Adverse Effect on Sanara, and other customary conditions. The merger agreement includes an outside date of July 29, 2027, extendable to January 29, 2028 if antitrust approvals are outstanding.

MiMedx Group reported second quarter 2026 net sales of $64.4 million, down 35% from $98.6 million a year earlier, as Surgical revenue grew 15% to $39.3 million but was more than offset by a 61% decline in Wound revenue to $25.1 million following Medicare reimbursement changes. Gross profit was $44.4 million, with gross margin falling to 69% from 81% due mainly to lower Wound pricing, product mix, and restructuring-related costs.

Selling, general and administrative expense was $59.8 million versus $64.2 million, reflecting cost reductions but higher bad debt, while R&D was $2.8 million. The company posted a net loss of $14.8 million, compared with $9.6 million of net income a year earlier; Adjusted EBITDA was a loss of $8.1 million versus positive $24.2 million, a margin swing to -12.6%. Cash and cash equivalents were $135.8 million at June 30, 2026, with net cash of $119 million.

MiMedx reiterated its 2026 net sales outlook of $260–$290 million and expects Adjusted EBITDA to approach breakeven for the year, while longer term targeting low double-digit annual net sales growth and an Adjusted EBITDA margin above 20%. It also agreed to acquire Sanara MedTech in a cash-and-stock deal valued at $35 per share, implying enterprise value of about $350 million. Sanara holders will receive $33.00 in cash and 0.4735 MiMedx shares (valued at $2.00 per Sanara share), funded with cash on hand and a new $300 million term loan. Boards of both companies unanimously approved the deal, which is expected to close by year-end 2026 subject to Sanara shareholder and regulatory approvals. Management projects combined revenue well above $400 million in the first full year post-close, more than $20 million of 2027 cost synergies, and an Adjusted EBITDA margin above 20%.

MiMedx Group reported sharply weaker results for the quarter ended June 30, 2026 and disclosed a pending acquisition. Net sales were $64,362 thousand, down 34.7% from 2025, as Wound revenue fell 61.1% to $25,065 thousand following Medicare reimbursement changes; Surgical revenue rose 15.1% to $39,297 thousand.

Gross margin narrowed to 69.0% from 81.1%. The company posted a quarterly net loss of $14,840 thousand (basic and diluted loss per share $0.10) versus prior-year net income of $9,618 thousand, and a six‑month net loss of $25,700 thousand. Cash and cash equivalents were $135,839 thousand, with $8,136 thousand of cash used in operating activities year to date, $17,250 thousand outstanding on the term loan at a 6.0% rate, and no revolver borrowings.

MiMedx repurchased 3,464,399 shares for about $12.7 million under a $100 million Share Repurchase Plan. After quarter‑end, it agreed to acquire Sanara MedTech for $35.00 per share, valuing Sanara at approximately $350 million, using roughly $302 million in cash and 4,400,000 MiMedx shares, backed by a committed $300.0 million six‑year Hayfin term loan at Term SOFR plus 6.25% and an announced prepayment of the remaining $17.3 million Citizens term loan.

MiMedx Group, Inc. agreed to acquire Sanara MedTech Inc. in a cash-and-stock merger valuing Sanara at $35 per share, or approximately $350 million. Sanara shareholders will receive $33.00 in cash plus 0.4735 shares of MiMedx common stock per Sanara share, a 46% premium to Sanara’s 30-day volume-weighted average price.

MiMedx obtained a fully committed $300 million first lien senior secured term loan from Hayfin to fund the cash portion and will terminate its existing credit agreement at closing. The boards of both companies unanimously approved the deal, which is subject to Sanara stockholder approval, antitrust clearance under the Hart-Scott-Rodino Act, SEC effectiveness of a Form S-4, Nasdaq listing of the new MiMedx shares, and other customary conditions.

Management expects the combination to nearly double MiMedx’s surgical revenue and to generate 2027 total revenue well above $400 million, with Adjusted EBITDA margin above 20% and over $20 million of annual run-rate cost synergies. Voting agreements already cover about 38.9% of Sanara’s voting power.

MIMEDX GROUP, INC. Chief Financial Officer Doug Rice reported an automatic share disposition related to tax obligations, rather than an open-market trade. On vesting of restricted stock units, 12,749 shares of common stock were withheld at $3.95 per share to cover tax liabilities. After this tax-withholding event, Rice directly holds 399,566 shares of MIMEDX common stock, indicating that the filing reflects routine compensation-related administration instead of a discretionary buy or sell decision.

MIMEDX GROUP, INC. Chief Commercial Officer Kimberly Maersk-Moller reported a compensation-related share transaction. On the vesting of restricted stock, 19,820 shares of common stock were withheld by the company at $3.83 per share to satisfy tax obligations.

This tax-withholding disposition is not an open-market sale and does not reflect a discretionary trade. After the withholding, Maersk-Moller holds 309,630 shares of MIMEDX common stock directly, showing she retains a substantial equity position in the company.

MiMedx Group, Inc. reported governance updates and 2026 annual meeting results. The board amended the Amended & Restated Bylaws to allow the chief executive officer to serve on up to three boards of directors of public companies.

At the 2026 Annual Meeting, 125,360,965 common shares, representing approximately 84.2% of eligible votes, were present in person or by proxy. Shareholders re‑elected the nominated directors, approved an advisory resolution on executive compensation, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.