Sanara MedTech (NASDAQ: SMTI) terminates Catalyst advisory agreement

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sanara MedTech Inc. has terminated its Transaction Advisory Services Agreement with The Catalyst Group, Inc., effective immediately on June 2, 2026. The move is tied to a strategic shift toward soft tissue repair and bone fusion products for the surgical market.

The agreement, originally effective March 1, 2023, had engaged Catalyst for transaction and strategic advisory services. Catalyst is affiliated with the Company’s chairman and, with its affiliates, beneficially owns more than 5% of Sanara’s common stock. No fee or penalty was paid for the termination, and covenants on indemnification and confidentiality remain in force.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

Effective date of Services Agreement: March 1, 2023 Services Agreement entry date: March 20, 2023 Termination date: June 2, 2026 +1 more

4 metrics

Effective date of Services Agreement March 1, 2023 Start of Transaction Advisory Services Agreement with Catalyst

Services Agreement entry date March 20, 2023 Date Sanara MedTech entered into the Services Agreement

Termination date June 2, 2026 Effective date of Mutual Termination Agreement with Catalyst

Beneficial ownership threshold More than 5% of common stock Catalyst and affiliates’ beneficial ownership of Sanara’s stock

Key Terms

Material Definitive Agreement, Transaction Advisory Services Agreement, Mutual Termination Agreement, indemnification, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.02 Termination of a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Transaction Advisory Services Agreement financial

"entered into a Transaction Advisory Services Agreement (the “Services Agreement”) with The Catalyst Group, Inc."

Mutual Termination Agreement regulatory

"the Company entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) with Catalyst"

indemnification legal

"certain covenants contained in the Services Agreement, including those relating to indemnification and confidentiality"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

confidentiality legal

"certain covenants contained in the Services Agreement, including those relating to indemnification and confidentiality"

Confidentiality is the practice of keeping private information—such as business plans, financial data, personnel matters, or trade secrets—restricted to a limited group rather than shared publicly. For investors it matters because breaches can change a company’s competitive edge, trigger legal or regulatory problems, or move markets if sensitive information becomes public; think of it as a lockbox that protects value and reduces unexpected risk.

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Understanding 8-K Material Events →

06/04/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

SANARA MEDTECH INC.

(Exact name of registrant as specified in its charter)

Texas	001-39678	59-2219994
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1200 Summit Avenue, Suite 414
Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 529-2300

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SMTI		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on March 20, 2023, Sanara MedTech Inc. (the “Company”) entered into a Transaction Advisory Services Agreement (the “Services Agreement”) with The Catalyst Group, Inc., a Texas corporation (“Catalyst”), effective as of March 1, 2023. Pursuant to the Services Agreement, Catalyst agreed to perform certain transaction advisory, business and organizational strategy, finance, marketing, operational and strategic planning, relationship access and corporate development services for the Company in connection with any merger, acquisition, recapitalization, divestiture, financing, refinancing, or other similar transaction in which the Company may have been, or may have considered becoming, involved, and any such additional services as mutually agreed upon in writing by and between the Company and Catalyst. As previously disclosed, the Company’s Chairman, Ronald T. Nixon, is the founder and managing partner of Catalyst, and Catalyst and its affiliates collectively beneficially own more than 5% of the Company’s outstanding common stock.

On June 2, 2026, in connection with the Company’s shift in strategy to focus on soft tissue repair and bone fusion products for the surgical market, the Company entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) with Catalyst, pursuant to which the parties agreed to terminate the Services Agreement, effective immediately. Pursuant to the Mutual Termination Agreement, certain covenants contained in the Services Agreement, including those relating to indemnification and confidentiality, will remain in full force and effect in accordance with the terms of the Services Agreement. The Company did not pay a fee or penalty in connection with the termination of the Services Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 4, 2026

	Sanara MedTech Inc.

	By:	/s/ Elizabeth B. Taylor
	Name:	Elizabeth B. Taylor
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Sanara MedTech (SMTI) terminate with Catalyst?

Sanara MedTech terminated its Transaction Advisory Services Agreement with The Catalyst Group, Inc. This agreement covered transaction advisory, strategic planning, and corporate development services related to potential mergers, acquisitions, financings, and similar transactions for the company.

When did Sanara MedTech’s advisory agreement with Catalyst end?

The advisory agreement between Sanara MedTech and The Catalyst Group ended on June 2, 2026. The parties entered into a Mutual Termination Agreement on that date, making the termination effective immediately under the disclosed terms.

Why did Sanara MedTech (SMTI) end its Services Agreement with Catalyst?

Sanara MedTech ended the Services Agreement with Catalyst in connection with a strategic shift. The company is focusing on soft tissue repair and bone fusion products for the surgical market, reducing its need for the broad transaction advisory services Catalyst provided.

Did Sanara MedTech pay a fee to terminate the Catalyst agreement?

Sanara MedTech did not pay any fee or penalty to terminate the Services Agreement with Catalyst. The Mutual Termination Agreement specifies that the contract ended immediately without a termination payment by the company.

What relationship does Catalyst have with Sanara MedTech’s leadership and stock?

Sanara MedTech’s chairman, Ronald T. Nixon, is the founder and managing partner of Catalyst. Catalyst and its affiliates collectively beneficially own more than 5% of Sanara MedTech’s outstanding common stock, making it a significant related-party counterparty.

Which provisions of the Catalyst Services Agreement remain in effect after termination?

Certain covenants from the Services Agreement, including those relating to indemnification and confidentiality, remain in full force after termination. These continuing obligations follow the original agreement’s terms, even though all other services and commitments have ended.

Filing Exhibits & Attachments

3 documents