Sanara MedTech (SMTI) agrees to MiMedx takeover, targeting year-end close

Rhea-AI Filing Summary

Sanara MedTech Inc. (SMTI) announced that it has entered into a definitive agreement for MiMedx Group, Inc. to acquire Sanara, aiming to form a leading regenerative medicine company across multiple surgical subspecialties. The combination is described as complementary, expanding the portfolio of regenerative products supported by clinical evidence.

The transaction is expected to close by the end of the year, subject to customary closing conditions, including regulatory approvals and approval of Sanara’s stockholders. Until closing, Sanara and MiMedx will continue to operate as separate companies and existing distributor agreements and day-to-day contacts remain unchanged. Sanara highlights integration planning efforts and directs questions to a dedicated integration email. The communication also includes extensive forward-looking statement cautions and explains that a registration statement on Form S-4 with a joint proxy statement/prospectus will be filed with the SEC, which investors are urged to read when available.

Key Figures

Announcement date: July 29, 2026 Sanara 2026 proxy filing date: April 17, 2026 MiMedx 2026 proxy filing date: April 29, 2026 +1 more

4 metrics

Announcement date July 29, 2026 Date Sanara and MiMedx jointly announced entering a definitive acquisition agreement

Sanara 2026 proxy filing date April 17, 2026 Filing date of Sanara’s proxy statement for its 2026 Annual Meeting of Stockholders

MiMedx 2026 proxy filing date April 29, 2026 Filing date of MiMedx’s proxy statement for its 2026 Annual Meeting of Stockholders

Form S-4 Registration statement on Form S-4 MiMedx intends to file this with the SEC including a proxy statement/prospectus for Sanara

Key Terms

definitive agreement, forward-looking statements, registration statement on Form S-4, proxy statement/prospectus, +1 more

5 terms

definitive agreement financial

"entered into a definitive agreement under which MIMEDX will acquire Sanara"

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

forward-looking statements regulatory

"This communication contains certain forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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 registration statement on Form S-4 that will include a proxy statement of Sanara"

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.

termination fee financial

"including in certain circumstances requiring Sanara to pay a termination fee"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

FAQ

What transaction involving SMTI was announced between Sanara MedTech Inc. and MiMedx Group, Inc.?

Sanara MedTech Inc. announced a definitive agreement under which MiMedx Group, Inc. will acquire Sanara. The combined business is expected to create a leading regenerative medicine company with a broader portfolio of products for surgeons across multiple surgical subspecialties.

When is the Sanara MedTech Inc. (SMTI) acquisition by MiMedx expected to close?

The acquisition of Sanara MedTech Inc. by MiMedx is expected to close by the end of the year, subject to customary closing conditions, including required regulatory approvals and approval of Sanara’s stockholders.

Will distributors see immediate changes in how they work with Sanara MedTech Inc. (SMTI)?

No. Sanara states that existing agreements remain in effect and there are no changes to how it works with commercial partners or to day-to-day contacts while the companies operate as independent entities until closing.

What regulatory filings will be made for the SMTI and MiMedx transaction?

MiMedx intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement/prospectus for Sanara stockholders. Investors are urged to read these documents carefully when they become available.

What key risks does Sanara MedTech Inc. (SMTI) highlight about the proposed MiMedx acquisition?

Sanara lists risks including timing and receipt of regulatory approvals, potential failure to obtain Sanara stockholder approval, possible termination of the merger agreement, transaction-related disruption to operations, significant transaction costs, and potential litigation or regulatory actions.

Is this Sanara MedTech Inc. (SMTI) communication an offer to buy or sell securities?

No. Sanara explicitly states that this communication does not constitute an offer to sell, subscribe for, or buy any securities, nor a solicitation of any vote or approval, in any jurisdiction where such actions would be unlawful.

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Available on EDGAR 08/20/2026 - 04:18 PM Accepted by SEC EDGAR 08/20/2026 - 04:05 PM Learn about SEC filing dates

Filed by Sanara MedTech 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

The following communication was made by Sanara MedTech Inc. in connection with its proposed acquisition by MiMedx Group, Inc.

Distributor Communications

Dear Commercial Partner,

On July 29, 2026, Sanara MedTech Inc. and MIMEDX jointly announced that we have entered into a definitive agreement under which MIMEDX will acquire Sanara. We are excited to create a leading regenerative medicine company across numerous surgical subspecialties, with your valued support.

This transaction combines two highly focused and complementary organizations with strong momentum in surgical end markets. Together, Sanara and MIMEDX will offer surgeons across a wide range of specialties a broad portfolio of regenerative products supported by robust clinical evidence and research data.

While this announcement is an important milestone, it is only the first step in a process that will take time to complete. The transaction is expected to close by the end of the year, subject to customary closing conditions. Until then, Sanara and MIMEDX will continue to operate as independent, separate companies and the normal rules around treating confidential information need to be respected by both organizations.

Your existing agreements remain in effect, and there are no changes to how we work with you or to your day-to-day contact. We have a dedicated team working on the integration planning process to ensure smooth transition. As a member of our commercial network, you are an essential part of this effort, and we intend to prioritize commercial continuity and success. Our goal is to provide our commercial team with all the resources necessary to hit the ground running on Day 1. Stay tuned for more details as this process develops.

In the meantime, should you have any questions about this transaction, please contact integration@sanaramedtech.com.

Thank you for your continued support,

Seth Yon

Chief Executive Officer, Sanara MedTech

Forward-Looking Statements

This communication relates to a proposed business combination transaction between MIMEDX and Sanara. This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include all statements that do not relate solely to historical or current facts, such as statements regarding the timing of the proposed transaction and the anticipated benefits of the proposed transaction. These forward-looking statements are and will be, subject to many risks, uncertainties and factors which may cause future events to be materially different from these forward-looking statements or anything implied therein. These risks and uncertainties include, but are not limited to: uncertainties as to the timing of the proposed transaction; the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction; risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals or the approval of Sanara’s stockholders) in the anticipated timeframe or at all; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Sanara’s or MiMedx’s stock; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including in certain circumstances requiring Sanara to pay a termination fee; risks related to disruption of management’s attention from Sanara’s ongoing business operations due to the proposed transaction; significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed transaction; global economic conditions; adverse industry and market conditions; the ability to retain management and other personnel; risks associated with the development and process for obtaining regulatory approval for new products, the extent of product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, uncertainties associated with the development and process for obtaining regulatory approval for new products, the ability to consummate and integrate acquisitions, and other risks, contingencies and uncertainties detailed in Sanara’s most recent annual report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission (the “SEC”). While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in the proxy statement that will be filed by Sanara with the SEC in connection with the proposed transaction will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the proposed transaction and/or Sanara’s consolidated financial condition, results of operations, credit rating or liquidity.

In light of the significant uncertainties in these forward-looking statements, Sanara cannot assure you that the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as a representation or warranty by Sanara, its directors, officers or employees or any other person that Sanara will achieve its objectives and plans in any specified time frame, or at all. Any forward-looking statements in this communication are based upon information available to Sanara on the date of this communication. Subject to applicable law, Sanara does not undertake to publicly update or revise its forward-looking statements.

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.