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.
Employee
FAQ
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We
announced that Sanara has entered into a definitive agreement under which MIMEDX will acquire all outstanding shares of Sanara in
a cash and stock transaction valued at $35 per Sanara share with a total enterprise value of approximately $350 million. |
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Under
the terms of the agreement, holders of Sanara common stock will receive $33.00 in cash and 0.4735 shares of MIMEDX common stock for
each Sanara share they own. |
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This
transaction brings together two highly focused and complementary organizations with deep benches of talent and strong momentum in
the surgical space. Together, we will create a leading regenerative medicine company across numerous surgical subspecialties. |
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2. |
Why
is MIMEDX the right partner for Sanara? |
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MIMEDX
is a leading global provider of healing solutions, focused on restoring quality of life through innovation. They offer a leading
portfolio of products for surgeries, wound care and burns. |
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They
have a broad portfolio, robust commercial capabilities and a commitment to innovation that will help accelerate what we have already
built. |
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Over
the last several years, MIMEDX has demonstrated the ability to drive strong, double-digit growth in surgical end markets. With Sanara,
they will accelerate this effort and meaningfully expand their reach across several markets. |
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3. |
Why
is Sanara entering into this transaction now? |
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Today’s
announcement is a major milestone for Sanara and reflects the impressive track record of growth that we have delivered over the past
several years. It is also a validation of the strategic actions we have taken to focus our business on the surgical space, strengthen
our sales organization and align our resources to support continued growth. |
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We
have built strong momentum, exceeding $100 million in net revenue for the first time in our company’s history, while significantly
improving profitability and continuing to build our surgical commercial presence. |
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MIMEDX
has undergone a transformation of its own in recent years, marked by a purposeful pivot three years ago toward complementary markets. |
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This
transaction is a logical extension of MIMEDX’s strategy to expand its surgical footprint and meaningfully extend its reach
across several markets. It is also a terrific outcome for our shareholders, as it delivers a compelling, certain cash premium while
also providing an opportunity to participate in the future value creation opportunity this combination creates. |
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4. |
What
does this transaction mean for me? What should I expect between now and closing? |
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It
is important to remember that this announcement is only the first step in a process that will take time to complete, and many details
remain to be determined. |
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Until
the transaction closes, which we expect to occur by the end of the year, Sanara and MIMEDX will remain separate, independent entities. |
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Employees
should remain focused on serving customers, supporting one another and executing our business priorities. |
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Over
the coming weeks, both companies will work together to continue planning how our organizations will come together and will keep you
informed as decisions are made. |
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5. |
Will
this agreement impact our current roles, responsibilities or reporting relationships? |
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Until
the transaction closes, there are no changes to roles, responsibilities or reporting relationships. |
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Sanara
and MIMEDX will continue to operate independently, and employees should continue focusing on their current responsibilities. |
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6. |
Will
there be any changes to compensation or benefits? |
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Until
the transaction closes, there will be no changes to your current compensation or benefits, and we will continue to operate under
our existing programs. |
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MIMEDX
offers competitive compensation and benefits programs, and we will share additional details regarding future programs as they become
available. |
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Following
the close of the transaction, we will provide additional details about any changes well in advance of their effective date. |
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We
are committed to keeping you updated throughout the process and will inform you directly in advance with detailed communications
if any updates are planned. |
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This
transaction is about driving growth over the long term. |
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We
believe this transaction should create meaningful opportunities for employees. |
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That
said, with any transaction like this, there may be some overlap in certain roles. Both companies are committed to approaching integration
thoughtfully, with a focus on supporting employees and minimizing disruption. |
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Over
the coming weeks, both companies will work together to continue planning how our organizations will come together and will keep you
informed as decisions are made. |
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We
will continue to communicate directly and openly with employees. |
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8. |
I
own Sanara stock. What happens to my shares? |
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Under
the terms of the agreement, holders of Sanara common stock will receive $33.00 in cash and 0.4735 shares of MIMEDX common stock for
each Sanara share they own. |
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More
information with respect to these details will be communicated to you as they are finalized. |
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9. |
What
will happen to my Sanara stock options, RSUs and/or PSUs? |
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These
are all being fully exercised/vested with the change of control. |
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10. |
Will
Sanara’s strategy change? |
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MIMEDX
is enthusiastic about building on the strong foundation we have established. |
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Following
closing, Sanara will focus on developing and commercializing regenerative products for surgical markets to improve outcomes for patients
and providers. |
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Together
with MIMEDX, we will be well positioned to pursue the large and growing surgical opportunity and become a leader in regenerative
medicine. |
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11. |
Will
Sanara’s values or culture change? |
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MIMEDX
recognizes the strength of our team, culture and capabilities that have helped drive Sanara’s success. |
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We
believe the organizations share a commitment to innovation, execution and improving outcomes, which provides a strong foundation
for the future. |
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Both
companies have exceptional teams, and share a patient-first mission grounded in evidence-based healing and improved clinical outcomes. |
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12. |
Will
Sanara keep its name and brand? |
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Decisions
regarding corporate branding will be made in the future as integration planning continues. Regarding the product names,
there is no plan to change any product names. |
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We
will share additional information as it becomes available. |
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13. |
Who
will lead the combined company? What will happen to Sanara leadership? |
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Our
Board and management team have been entirely focused on driving value for shareholders and advancing the best interests of all Sanara
stakeholders. |
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Until
the close of the transaction, which we expect to occur by the end of the year, we will operate as separate companies and we expect
no changes to our leadership team or other personnel. |
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We
will keep you updated regarding any organizational or leadership changes as we move forward. |
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14. |
What
will happen to Sanara’s offices? |
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Nothing
is changing today in terms of our offices. |
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Any
updates regarding locations or workplace changes will be communicated as more information becomes available. |
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15. |
How
will the integration process work? |
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Sanara
and MIMEDX will work together on integration planning prior to closing. |
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Both
organizations are focused on preserving the strengths of the business, supporting employees and ensuring a thoughtful transition
following close. |
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As
always, we are committed to communicating directly and openly with employees as plans develop. |
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16. |
Will
I be expected to relocate? |
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There
are no plans to relocate employees as a result of this announcement. |
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17. |
Will
this impact our hiring plans? |
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We
expect to continue operating the business in the ordinary course until closing. |
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Any
future changes related to staffing or hiring will be communicated as and when decisions are made. |
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18. |
What
should I tell customers, partners or other stakeholders who ask about this announcement? |
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Our
customer- and partner-facing teams have been equipped with materials to help communicate around this announcement, but for our stakeholders,
this transaction will create a leading regenerative medicine company across numerous surgical subspecialties. |
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Until
the transaction closes, it remains business as usual, and Sanara and MIMEDX will continue to operate as separate companies. |
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We
remain fully committed to supporting our stakeholders and patients and there are no changes to how we work with them, and their day-to-day
contacts at Sanara will remain the same. |
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19. |
What
should employees do if contacted by media, investors or financial analysts? |
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Please
do not comment on the transaction on behalf of the company. |
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Consistent
with company policy, please direct any inquiries from investors or analysts to John Nesbett at jnesbett@imsinvestorrelations.com,
and any media or other outside inquiries to our PR firm, Joele Frank, at sanara-media@joelefrank.com. |
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20. |
What
can I share on social media? |
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We
are required to abide by strict SEC rules regarding how we communicate about this transaction. As such, please do not create your
own posts about the news or engage with or share any third-party posts regarding the acquisition. |
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We
encourage all employees to like and repost the social content posted from the official company handles without comment. |
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21. |
How
can I get more information? |
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We
are committed to keeping employees informed throughout the process and will provide updates as appropriate. |
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If
you have questions, please reach out to your manager or the designated company contacts for additional information. |
Forward-Looking
Statements
This
communication relates to a proposed business combination transaction between MiMedx Group, Inc. (“MiMedx”) and Sanara Medtech
Inc. (“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.
