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MiMedx Group (SMTI) details SEC filing path for proposed Sanara acquisition

(Moderate)
(Neutral)
Form Type
425

Rhea-AI Filing Summary

MiMedx Group Inc. describes a planned acquisition of Sanara and explains that it expects to file a Form S-4 registration statement with the SEC. That filing will include a proxy statement for Sanara stockholders and a prospectus for MiMedx. The communication emphasizes that future SEC filings, including the definitive proxy statement/prospectus, will contain important information about the proposed transaction and will be made available for free through the SEC’s website and the investor relations sites of both companies.

The text also notes that directors and executive officers of MiMedx and Sanara may be considered participants in the proxy solicitation, with details about their interests described in each company’s 2026 annual meeting proxy statements and to be further detailed in the upcoming proxy statement/prospectus. It clarifies that this communication is not an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any sale or issuance of securities will occur only in compliance with applicable securities laws.

Positive

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Negative

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registration statement on Form S-4 regulatory
"MiMedx intends to file with the SEC a registration statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
proxy statement/prospectus regulatory
"a proxy statement of Sanara and that also constitutes a prospectus of MiMedx"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
participants in the solicitation of proxies regulatory
"may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction"
solicitation of an offer regulatory
"does not constitute an offer to sell or the solicitation of an offer"

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FAQ

What transaction involving Sanara (SMTI) and MiMedx is being discussed?

The content describes a proposed acquisition of Sanara by MiMedx. MiMedx plans to file a Form S-4 registration statement that includes a proxy statement for Sanara stockholders and a prospectus for MiMedx.

What SEC filing will MiMedx use for the Sanara (SMTI) acquisition?

MiMedx intends to file a registration statement on Form S-4. This filing will include a proxy statement for Sanara and will also serve as a prospectus for MiMedx related to the proposed transaction.

Where can Sanara (SMTI) investors access documents about the MiMedx transaction?

Investors can obtain free copies of the registration statement and proxy statement/prospectus from the SEC’s website and from the investor relations sections of Sanara’s and MiMedx’s websites once filed.

Who may be participants in the proxy solicitation for the Sanara (SMTI) deal?

Directors and executive officers of both Sanara and MiMedx may be deemed participants. Information on their interests is in each company’s 2026 annual meeting proxy statement and will also appear in the upcoming proxy statement/prospectus.

Does this Sanara (SMTI) communication represent an offer to buy or sell securities?

No. The communication explicitly states it does not constitute an offer to sell or a solicitation to buy securities, nor a solicitation of any vote or approval regarding the proposed transaction.

What should Sanara (SMTI) stockholders review before voting on the MiMedx transaction?

Stockholders are directed to review the proxy statement/prospectus and Form S-4 registration statement in full when available, as these will contain detailed information about the proposed acquisition.

Filed by MiMedx Group Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed to be filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

 

Subject Company: Sanara MedTech Inc.

Commission File No.: 001-39678

 

Commercial Talking Points – Sanara Acquisition

 

MIMEDX recently announced an agreement to acquire Sanara MedTech. You can find more information on the deal by referencing the press release on our website: mimedx.com.

 

This is a very exciting development for the company, which brings together two highly focused organizations with a robust combination of healthcare expertise, commercial presence, and trusted products.

 

Together, MIMEDX and Sanara will provide an unmatched portfolio of regenerative products across surgical and wound care markets, within many of the same care settings we operate today.

 

Additionally, we believe the reach we will have with our combined product portfolio will be even greater as we are able to further penetrate a broader number of surgical subspecialties.

 

This announcement is just the first step in a longer process. The transaction is expected to close by the end of the year, subject to customary closing conditions. Until then, it remains business as usual, and MIMEDX and Sanara will continue to operate as separate companies.

 

The MIMEDX products, services, and team you count on today will be available with no interruption. We remain fully committed to supporting you and your patients and there are no changes to how we work with you, and your day-to-day contacts at MIMEDX will remain the same.

 

I will continue to keep you informed as I have updates to share to best ensure continuity at your account.

 

I look forward to sharing the details of our enhanced suite of products in the near future.

 

Thank you for your continued support. Please let me know if you have any questions.

 

 

 

Important Additional Information

 

In connection with the proposed transaction, MiMedx intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of Sanara and that also constitutes a prospectus of MiMedx. Each of MiMedx and Sanara may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement/prospectus or registration statement or any other document that MiMedx or Sanara may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Sanara. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus (if and when available) and other documents containing important information about MiMedx, Sanara and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by MiMedx will be available free of charge on MiMedx’s website at https://investors.mimedx.com/. Copies will also be available at no charge at the Investors Relations section of Sanara’s website at https://ir.sanaramedtech.com/.

 

Participants in the Solicitation

 

Sanara, MiMedx and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Sanara, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Sanara’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2026. Information about the directors and executive officers of MiMedx, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in MiMedx’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2026. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Sanara and MiMedx using the sources indicated above.

 

No Offer or Solicitation

 

This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.