Submission of Matters to a Vote of Security Holders · Other Events
Item 5.07. Submission of Matters to a Vote of Security Holders Results of Special Meeting On September 30, 2026, Sanara MedTech Inc., a Texas corporation ( “Sanara”), held a special meeting of shareholders (the “Special Meeting”) to vote on the proposals described in Sanara’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 4, 2026 (the “Proxy Statement”).…
Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical, chronic wound and skin markets. The Company markets, distributes and develops surgical, wound and skin products for use by physicians and clinicians in hospitals, clinics and all post-acute care. Sanara’s products are primarily sold in the North American advanced wound care and surgical tissue repair markets. Sanara markets and distributes CellerateRX ® Surgical Activated Collagen ®, FORTIFY TRG ® Tissue Repair Graft and FORTIFY FLOWABLE ® Extracellular Matrix as well as a portfolio of advanced biologic products focusing on ACTIGEN™ Verified Inductive Bone Matrix, ALLOCYTE ® Plus Advanced Viable Bone Matrix, BiFORM ® Bioactive Moldable Matrix, TEXAGEN ® Amniotic Membrane Allograft, and BIASURGE ® Advanced Surgical Solution to the surgical market. In addition, the following products are sold in the wound care market: BIAKŌS ® Antimicrobial Skin and Wound Cleanser, BIAKŌS ® Antimicrobial Wound Gel, and BIAKŌS ® Antimicrobial Skin and Wound Irrigation Solution. Sanara’s pipeline also contains potentially transformative product candidates for mitigation of opportunistic pathogens and biofilm, wound re-epithelialization and closure, necrotic tissue debridement and cell compatible substrates. The Company believes it has the ability to drive its pipeline from concept to preclinical a
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07.
Submission of Matters to a Vote of Security Holders
Results
of Special Meeting
On
September 30, 2026, Sanara MedTech Inc., a Texas corporation ( “Sanara”), held a special meeting of shareholders (the “Special
Meeting”) to vote on the proposals described in Sanara’s definitive proxy statement filed with the U.S. Securities and Exchange
Commission on September 4, 2026 (the “Proxy Statement”).
As
of the close of business on September 1, 2026, the record date for the Special Meeting (the “Record Date”), there were 9,188,035
shares of Sanara’s common stock, par value $0.001 per share (the “Common Stock”), outstanding, each of which was entitled
to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 6,411,427 shares of Common Stock, representing
approximately 69.78% of the outstanding shares of Common Stock, were present in person or represented by proxy, constituting a quorum
to conduct business.
At
the Special Meeting, Sanara’s shareholders voted on the following matters:
A
proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 29, 2026
(as it may be amended, supplemented, waived or otherwise modified in accordance with its
terms, the “Merger Agreement”), by and among Sanara, MiMedx Group, Inc., a Florida
corporation (“MiMedx”) and Mustang Merger Sub, Inc., a Texas corporation and
a wholly-owned subsidiary of MiMedx (“Merger Sub”), pursuant to which, among
other things, Merger Sub will merge with and into Sanara, with Sanara surviving as a wholly-owned
subsidiary of MiMedx (the “Merger”), and approve the consummation of the transactions
contemplated by the Merger Agreement, including the Merger (“Proposal No. 1”);
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A
proposal to approve, on a non-binding, advisory basis, the compensation that may be paid
or become payable to Sanara’s named executive officers that is based on or otherwise
relates to the Merger (“Proposal No. 2”); and
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A
proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit
additional proxies if there are not sufficient votes cast at the Special Meeting to approve
Proposal No. 1 (“Proposal No. 3”).
The
final voting results for each proposal are described below. Proposal No. 3 was not submitted to Sanara’s shareholders for approval
at the Special Meeting because there were sufficient votes to approve Proposal No. 1. For more information on each of these proposals,
see the Proxy Statement.
Proposal
No. 1. Sanara’s shareholders approved Proposal No. 1. The votes cast on Proposal No. 1 were as follows:
For Against Abstain Broker Non-Votes
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6,372,989 1,944 36,494 N/A
Proposal
No. 2. Sanara’s shareholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
For Against Abstain Broker Non-Votes
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5,841,470 75,247 494,710 N/A
Item 8.01Item 8.01 - Other Events
Item 8.01.
Other Events
Update
on Regulatory Approvals
As
previously disclosed, MiMedx and Sanara filed their respective notification and report forms pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”) on August 12, 2026. In order to provide the Federal Trade Commission
with additional time for review, on September 11, 2026, MiMedx, in consultation with Sanara, voluntarily withdrew its notification and
report form pursuant to 16 C.F.R. § 803.12 and refiled its notification and report form on September 15, 2026, commencing a new
30-calendar-day waiting period under the HSR Act. Unless extended or earlier terminated, the waiting period under the HSR Act will expire
at 11:59 p.m. Eastern Time on October 15, 2026. The consummation of the Merger remains subject to the satisfaction or waiver of the other
conditions set forth in the Merger Agreement.