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.
Investor
/ Analyst Courtesy Email
Dear
[NAME],
We
announced that Sanara has entered into a definitive agreement to be acquired by MIMEDX in a cash and stock transaction that values
Sanara at approximately $350 million.
Under
the terms of the agreement, Sanara shareholders will receive $33.00 in cash and 0.4735 shares of MIMEDX common stock for each share of
Sanara common stock they own, which represents a value of $2.00 per share, calculated based on the average closing price of MIMEDX common
stock of $4.22 for the last five consecutive trading days through and including July 28, 2026. The merger consideration represents a
premium of 46% to Sanara’s 30-day volume weighted average share price as of July 28, 2026. The cash and stock structure allows
Sanara shareholders to receive immediate cash value at closing while also participating in the potential upside of the combined company
going forward.
This
agreement follows the conclusion of a strategic review process overseen by Sanara’s Board of Directors, with the assistance of
independent financial and legal advisors. The transaction, which has been unanimously approved by the board of directors of both companies,
is expected to close by the end of the year, subject to approval by Sanara shareholders, the receipt of required regulatory approvals
and other customary closing conditions.
MIMEDX
will be hosting its second quarter 2026 operating and financial results conference call this afternoon at 4:30pm Eastern Time, during
which it will discuss the announcement. All transaction-related materials, including the presentation and webcast link, can be accessed
at https://investors.mimedx.com/.
If
you would like to discuss the announcement in more detail, please contact [me / John Nesbett at jnesbett@imsinvestorrelations.com]
to coordinate time in the coming days.
Thank
you, as always, for your continued support of Sanara.
Thank
you,
Walter
Frank
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.
