MiMedx plans Sanara MedTech (SMTI) acquisition and prepares S-4 filing

Rhea-AI Filing Summary

MiMedx Group Inc. reports continued double-digit growth in its Surgical franchise and sequential improvement in Wound Care, and describes a positive business trajectory. The company has signed an agreement to acquire Sanara MedTech, aiming to create a larger regenerative medicine platform with a broader portfolio across acute and chronic wounds, burns, surgical tissue repair, and musculoskeletal applications.

The acquisition is expected to close by year end, subject to customary closing conditions and regulatory approval, and MiMedx and Sanara will operate separately until closing. MiMedx plans to file a registration statement on Form S-4 including a Sanara proxy statement and MiMedx prospectus, and investors are urged to read the registration statement and proxy statement/prospectus and related SEC filings when available.

Key Terms

registration statement on Form S-4, proxy statement/prospectus, customary closing conditions, Participants in the Solicitation, +1 more

5 terms

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.

customary closing conditions regulatory

"expected to close by year end, subject to customary closing conditions and regulatory approval"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

Participants in the Solicitation regulatory

"Participants in the Solicitation Sanara, MiMedx and certain of their respective directors"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

No Offer or Solicitation regulatory

"No Offer or Solicitation This communication does not constitute an offer to sell"

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Available on EDGAR 07/29/2026 - 06:36 PM Accepted by SEC EDGAR 07/29/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What transaction involving Sanara MedTech (SMTI) is described in this communication?

MiMedx has entered into an agreement to acquire Sanara MedTech. The companies describe the deal as a transformational combination intended to create a larger regenerative medicine platform with a broader portfolio for wound care and surgical applications.

When is the MiMedx acquisition of Sanara MedTech (SMTI) expected to close?

The acquisition is expected to close by year end. Completion is subject to customary closing conditions and regulatory approval, and MiMedx and Sanara will remain separate, independently operated companies until the transaction closes.

How will investors in Sanara MedTech (SMTI) get detailed information about the proposed acquisition?

MiMedx intends to file a registration statement on Form S-4 that will include a proxy statement/prospectus. Investors can obtain these SEC filings for free on the SEC website, and via the investor relations sites of MiMedx and Sanara when available.

What regulatory filings are planned in connection with the MiMedx–Sanara MedTech (SMTI) deal?

MiMedx plans to file a Form S-4 registration statement that includes a Sanara proxy statement and MiMedx prospectus. Each company may also file other relevant documents with the SEC related to the proposed transaction.

Does this MiMedx–Sanara MedTech (SMTI) communication constitute an offer to sell securities?

No. The communication expressly states it does not constitute an offer to sell or solicit an offer to buy securities, or a solicitation of any vote or approval, in any jurisdiction where such actions would be unlawful before proper registration or qualification.

Will MiMedx and Sanara MedTech (SMTI) operate jointly before the acquisition closes?

No. The companies state that until closing, MiMedx and Sanara remain separate, independently operated companies. Integration or joint operations are not described as occurring before satisfaction of closing conditions and regulatory approvals.

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

July 29, 2026

MIMEDX team,

During the second quarter, we delivered another strong, double-digit growth performance in our Surgical franchise coupled with sequential improvement in our Wound Care business. Overall, we are pleased with the trajectory of the business and will reamin focused on our strategic objectives heading into the back half of the year. We’ll discuss these results in greater detail on our conference call this afternoon.

Additionally, I’m excited to share with you that MIMEDX has entered into an agreement to acquire Sanara MedTech, a fantastic organization focused on developing and commercializing regenerative products for a variety surgical procedures. When I joined MIMEDX over three years ago, we stated our intent to broaden the scope of our surgical business to capitalize on what we saw as a large and underserved market. That focus has paid off, putting us in position to accelerate our long-term plan through this highly complementary acquisition.

We have spent considerable time searching for the right strategic and cultural fit. This transformational combination with Sanara represents a tremendous growth opportunity. More importantly, the people we’ve come to know throughout the process are extremely passionate about patient care, a value that is at the core of the MIMEDX mission.

 

With the recovery we are seeing in the Wound Care market, continued momentum in our core Surgical business, and the pending acquisition of Sanara, we believe we will become one of the largest and most attractive regenerative medicine companies in the market. We will offer clinicians an unmatched portfolio of products for use in acute and chronic wounds, burn, surgical tissue repair, and musculoskeletal applications.

The acquisition is expected to close by year end, subject to customary closing conditions and regulatory approval. Until then, MIMEDX and Sanara remain separate, independently operated companies. You can read more about this transaction in our press release published today.

MIMEDX remains as committed as ever to providing products that improve outcomes, restore quality of life, and help humans heal. These are exciting times for our organization!

Thank you for your continued support,

/s/ Joseph H. Capper

Joseph H. Capper

MIMEDX Chief Executive Officer

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/.

 

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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.

 

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