Sanara MedTech (SMTI) SEC Filings, Jul 29-30, 2026

Sanara MedTech Inc. has entered into a definitive agreement to be acquired by MiMedx Group, Inc. in a cash and stock deal valuing Sanara at approximately $350 million. Sanara shareholders will receive $33.00 in cash plus 0.4735 shares of MiMedx common stock for each Sanara share, with the stock component’s value calculated using an average MiMedx share price of $4.22 over the five trading days through July 28, 2026. The merger consideration reflects a 46% premium to Sanara’s 30‑day volume weighted average share price as of that date. The transaction has been unanimously approved by both boards and is expected to close by year‑end, subject to Sanara shareholder approval, regulatory clearances and other customary closing conditions.

MiMedx Group plans to acquire Sanara MedTech for $35 per share, combining Sanara’s more than $100 million of surgical revenue with MiMedx’s soft-tissue surgical franchise. Management describes the deal as immediately accretive, adding products that expand MiMedx’s addressable surgical market by $4 billion and targeting at least $20 million in annual cost synergies.

For 2Q 2026, MiMedx reported $64 million in net sales, down sharply year over year after Medicare reimbursement cuts, but up 9% sequentially. Surgical revenue was $39 million, growing 15% year over year, while wound revenue was $25 million, down 61%. Adjusted gross margin was 74%, with adjusted EBITDA a loss of $8 million, narrowed from 1Q, and quarter-end net cash of $119 million.

Management expects wound volumes to continue stabilizing as patients migrate to wound care centers, where volumes grew double digits sequentially and annually. On a standalone basis, MiMedx reiterates 2026 guidance of $260–$290 million in net sales and adjusted EBITDA approaching breakeven. Assuming a 2026 close of the Sanara deal, leadership projects 2027 combined revenue well above $400 million and adjusted EBITDA margins of at least 20%, supported by a new $300 million six-year term loan at SOFR plus 6.25%.

MiMedx Group Inc. describes a planned acquisition of Sanara and explains that it expects to file a Form S-4 registration statement with the SEC. That filing will include a proxy statement for Sanara stockholders and a prospectus for MiMedx. The communication emphasizes that future SEC filings, including the definitive proxy statement/prospectus, will contain important information about the proposed transaction and will be made available for free through the SEC’s website and the investor relations sites of both companies.

The text also notes that directors and executive officers of MiMedx and Sanara may be considered participants in the proxy solicitation, with details about their interests described in each company’s 2026 annual meeting proxy statements and to be further detailed in the upcoming proxy statement/prospectus. It clarifies that this communication is not an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any sale or issuance of securities will occur only in compliance with applicable securities laws.

Sanara MedTech and MiMedx Group have signed a definitive agreement for MiMedx to acquire Sanara, announced on July 29, 2026. The deal has not closed and remains subject to Sanara shareholder approval, regulatory clearances and other customary closing conditions, with closing targeted by the end of 2026.

Until closing, the companies will operate as separate, independent entities, with employees instructed to maintain existing roles, processes and reporting lines. Leadership, locations and workforce levels remain under evaluation through integration planning, and no specific personnel decisions or severance terms are committed at this stage.

MiMedx Group Inc. reports continued double-digit growth in its Surgical franchise and sequential improvement in Wound Care, and describes a positive business trajectory. The company has signed an agreement to acquire Sanara MedTech, aiming to create a larger regenerative medicine platform with a broader portfolio across acute and chronic wounds, burns, surgical tissue repair, and musculoskeletal applications.

The acquisition is expected to close by year end, subject to customary closing conditions and regulatory approval, and MiMedx and Sanara will operate separately until closing. MiMedx plans to file a registration statement on Form S-4 including a Sanara proxy statement and MiMedx prospectus, and investors are urged to read the registration statement and proxy statement/prospectus and related SEC filings when available.

MiMedx Group plans to acquire Sanara MedTech in a cash-and-stock deal valued at $35 per Sanara share, implying an enterprise value of about $350 million. Sanara holders would receive $33.00 in cash plus 0.4735 MiMedx shares per share, funded with cash on hand and a new $300 million term loan (SOFR + 6.25%). Boards of both companies unanimously approved the transaction, which is expected to close by year-end 2026, subject to Sanara shareholder and regulatory approvals.

For the quarter ended June 30, 2026, MiMedx reported net sales of $64.4 million, down 35% from $98.6 million a year earlier, as Wound sales fell 61% due to Medicare reimbursement changes, while Surgical sales grew 15% to $39.3 million. Gross margin declined to 69% from 81%, and MiMedx recorded a net loss of $14.8 million versus prior-year net income of $9.6 million; Adjusted EBITDA was −$8.1 million with a −12.6% margin. Cash and cash equivalents were $135.8 million, with net cash of $119 million.

The company implemented cost reductions targeting about $40 million in annualized savings and reaffirmed 2026 net sales guidance of $260–$290 million, with Adjusted EBITDA expected to approach breakeven. Management projects the combined MiMedx–Sanara business will generate well over $400 million in revenue in the first full year post-close and achieve an Adjusted EBITDA margin above 20%, supported by more than $20 million in anticipated run-rate cost synergies by 2027.

Sanara MedTech Inc. entered into a Merger Agreement under which it will be acquired by MiMedx Group, Inc. via a merger of Mustang Merger Sub, Inc. into Sanara, leaving Sanara as a wholly owned subsidiary of MiMedx.

Each outstanding Sanara share (excluding specified shares and appraisal shares) will be converted into the right to receive $33.00 in cash plus 0.4735 shares of MiMedx common stock, with the stock portion valued at $2.00 per share based on a five-day average MiMedx price. Sanara restricted stock and options will be cashed out on similar value terms.

The deal requires approval by a majority of outstanding Sanara shares, regulatory clearances (including Hart-Scott-Rodino), effectiveness of a MiMedx Form S-4, Nasdaq listing of MiMedx shares issued, and absence of a Material Adverse Effect. A voting agreement covers holders of approximately 38.9% of Sanara’s voting power, supporting approval. The agreement includes mutual termination rights and termination fees of $22,540,785 payable by Sanara in specified scenarios and $9,660,336 payable by MiMedx if it fails to close when required. Upon completion, Sanara’s stock will be delisted and deregistered.

Sanara MedTech Inc. agreed to be acquired by MiMedx Group through a definitive Agreement and Plan of Merger under which Mustang Merger Sub will merge into Sanara, making Sanara a wholly owned MiMedx subsidiary. For each share of Sanara common stock, holders are entitled at closing to receive $33.00 in cash plus 0.4735 shares of MiMedx common stock, valued at $2.00 per share, for total merger consideration of $35 per Sanara share and an implied enterprise value of approximately $350 million, a 46% premium to Sanara’s 30‑day volume‑weighted average price.

The transaction is unanimously approved by both boards and supported by a Voting Agreement under which specified Sanara stockholders holding about 38.9% of the voting power agree to vote for the deal and against alternative proposals. Closing remains subject to Sanara stockholder approval, expiration of Hart‑Scott‑Rodino and other antitrust and foreign investment waiting periods, SEC effectiveness of MiMedx’s Form S‑4, Nasdaq listing of the MiMedx shares to be issued, absence of injunctions and of any Material Adverse Effect, and other customary conditions. Either party may terminate under agreed circumstances; Sanara would owe MiMedx a $22,540,785 termination fee in certain competing‑bid or failed‑vote scenarios, while MiMedx would owe Sanara $9,660,336 if it fails to close when required. MiMedx expects to finance the cash portion through cash on hand and a new $300 million term loan. Upon completion, Sanara’s stock will be delisted from Nasdaq and deregistered.

MiMedx Group, Inc. agreed to acquire Sanara MedTech Inc. via a cash-and-stock merger in which Sanara will become a wholly owned subsidiary. At closing, each share of Sanara common stock (other than excluded or dissenting shares) will be converted into $33.00 in cash plus 0.4735 shares of MiMedx common stock, together defined as the Merger Consideration. The stock portion was described as representing $2.00 of value per Sanara share based on MiMedx’s five-day average closing price before July 29, 2026, and the new MiMedx shares are expected to list on Nasdaq.

Sanara restricted stock and options will be canceled and converted into cash and MiMedx stock (for restricted stock) or cash based on the Merger Consideration minus exercise price (for options). The deal requires approval by a majority of Sanara shares outstanding, HSR waiting-period expiration, effectiveness of a MiMedx Form S-4 registration statement, Nasdaq listing approval for the new MiMedx shares, and no Material Adverse Effect on Sanara. A voting agreement covers holders representing about 38.9% of Sanara’s voting power. MiMedx obtained a commitment for a $300.0 million first-lien term loan to help finance the transaction and refinance its existing credit facility. Outside dates run to July 29, 2027, extendable to January 29, 2028 for antitrust clearance, and mutual termination-fee protections apply.