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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):
October 15, 2026
SANARA MEDTECH INC.
(Exact name of registrant as specified in its charter)
| Texas |
|
001-39678 |
|
59-2219994 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
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
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 |
|
Name of 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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
8.01 Other Events.
As
previously announced, Sanara MedTech Inc., a Texas corporation (the “Company” or “Sanara”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with MiMedx Group, Inc., a Florida corporation (“MiMedx”), and Mustang
Merger Sub, Inc., a wholly-owned subsidiary of MiMedx (“Merger Subsidiary”), pursuant to which, among other things and subject
to the terms and conditions of the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly-owned subsidiary of MiMedx.
On
October 15, 2026, the Company and MiMedx each received a request for additional information and documentary materials (a “Second
Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the Merger. The
effect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), until 30 days after the parties have substantially complied with the Second Request, unless that period
is extended voluntarily by the parties or terminated earlier by the FTC.
Completion
of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver
of the other closing conditions specified in the Merger Agreement. The Company continues to work constructively with the FTC in its review
of the Merger.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between
Sanara and MiMedx, which involve substantial risks and uncertainties. Such statements may contain words such as “expect,”
“anticipate,” “will,” “should,” “believe,” “intend,” “plan,”
“estimate,” “predict,” “seek,” “continue,” “outlook,” “may,”
“might,” “should,” “can have,” “have,” “likely,” “potential,”
“target,” “indicative,” “illustrative,” and variations of such words and similar expressions, and
relate in this presentation, without limitation, to statements, beliefs, projections and expectations about future events. Such statements
are based on Sanara’s expectations, intentions and projections regarding Sanara’s future performance, anticipated events
or trends and other matters that are not historical facts. Such forward looking statements include statements relating to, among other
things, Sanara’s expectations with respect to the (i) timing for completion of the Merger, (ii) results, benefits and synergies
of the Merger, (iii) future financial performance and condition, including estimated combined surgical revenue and Adjusted EBITDA margin,
and (iv) benefits of the Merger to the Sanara and MiMedx shareholders. These statements are not guarantees of future performance and
are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including: (i) economic conditions, competition, political risks, and other
risks that may affect Sanara’s future performance, including the impacts of inflationary pressures and other macroeconomic factors
on Sanara’s business, markets, supply chain, customers and workforce, on the credit and financial markets, and on the global economy
generally; (ii) the future market for Sanara’s products can depend on regulatory approval of such products, which might not occur
at all or when expected, and is based in part on assumptions regarding the number of patients who elect less acute and more acute treatment
than Sanara’s products, market acceptance of Sanara’s products, and adequate reimbursement for such therapies; (iii) failure
to realize the anticipated benefits of the Merger; (iv) failure to realize expected benefits from Sanara’s other business strategies;
(v) the risk that a condition to closing may not be satisfied, that applicable regulatory approval may not be obtained, that either party
may terminate the Merger Agreement or that the closing might be delayed or not occur at all; (vi) potential adverse reactions or changes
to business or employee relationships; (vii) adverse developments in the credit markets which could impact Sanara’s ability to
secure financing in the future; (viii) the process of obtaining regulatory clearances or approvals to market a biological product or
medical device from the Food and Drug Administration or similar regulatory authorities outside of the U.S. is costly and time consuming,
and such clearances or approvals may not be granted on a timely basis, or at all, and the ability to obtain the rights to market additional,
suitable products depends on negotiations with third parties which may not be forthcoming; (ix) future sales are uncertain and are affected
by competition, access to customers, patient access to hospitals and healthcare providers, the reimbursement environment and many other
factors; (x) changes in applicable laws or regulations, including environmental, health and safety regulations; (xi) the possibility
that Sanara may be adversely affected by other economic, business, and/or competitive factors; (xii) market and economic conditions,
or Sanara’s financial performance; (xiii) geopolitical risks; and (xiv) other risks and uncertainties, including those discussed
in Sanara’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with Securities and Exchange Commission
(the “SEC”) on March 24, 2026 under the heading “Risk Factors” and those discussed in Sanara’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 11, 2026 under the heading “Risk Factors.”
Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Additional information
concerning these risks, uncertainties and other factors that could cause actual results to vary is, or will be, included in the reports
filed by Sanara with the SEC. Forward-looking statements included in this report speak only as of the date hereof and, except as required
by applicable law, Sanara does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or circumstances, after the date of this report.
Important
Information and Where to Find It
In
connection with the proposed transaction, MiMedx filed with the SEC a registration statement on Form S-4 that includes a proxy statement
of Sanara and that also constitutes a prospectus of MiMedx. Each of Sanara and MiMedx may also file other relevant documents with the
SEC regarding the proposed transaction. This communication is not a substitute for the prospectus or registration statement or any other
document that Sanara or MiMedx may file with the SEC. The final prospectus has been mailed to stockholders of Sanara. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION 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 prospectus) and other documents containing important information about Sanara, MiMedx 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 Sanara will be available free of charge at the Investors Relations section of Sanara’s website
at https://ir.sanaramedtech.com/. Copies will also be available at no charge on MiMedx’s website at https://investors.mimedx.com/.
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.
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.
| |
SANARA MEDTECH INC. |
| |
|
|
| Date: October 16, 2026 |
By: |
/s/ Elizabeth Taylor |
| |
|
Elizabeth Taylor
Chief Financial Officer |
