Sanara MedTech Inc. Announces Merger Agreement with MiMedx — $35/Share

What Happened

• On July 29, 2026, Sanara MedTech Inc. (SMTI) filed an 8‑K disclosing it entered into an Agreement and Plan of Merger with MiMedx Group, Inc. (Parent) and Mustang Merger Sub. Under the agreement, the merger will make Sanara a wholly‑owned subsidiary of MiMedx. The Board of Sanara and the Board of Parent each unanimously approved the Merger Agreement and the Company Board will recommend stockholder approval.
• Each outstanding share of Sanara common stock (other than excluded shares) will be cancelled and converted into the right to receive $33.00 in cash plus 0.4735 shares of MiMedx common stock (the stock portion was valued at $2.00 per Sanara share based on a 5‑day average prior to July 29, 2026), for total consideration of $35.00 per share. The shares of MiMedx stock issued in the merger will be registered on Form S‑4 and listed on Nasdaq.

Key Details

• Merger consideration: $33.00 cash + 0.4735 MiMedx shares per Sanara share (total $35.00/share based on the stated valuation).
• Stockholder vote required: Merger must be approved by a majority of outstanding Sanara common shares; specified stockholders holding ~38.9% agreed to vote in favor under a Voting Agreement.
• Timing and conditions: No financing condition; closing subject to stockholder approval, HSR and other regulatory clearances, Form S‑4 effectiveness and Nasdaq listing approval, absence of a Material Adverse Effect. Outside date is July 29, 2027 (extendable to Jan 29, 2028 for antitrust timing).
• Termination fees: Sanara may owe MiMedx $22,540,785 if certain termination scenarios occur (e.g., Superior Proposal situations); MiMedx would pay Sanara $9,660,336 if MiMedx fails to close when required.

Why It Matters

• A vote is required and, if approved and the closing conditions are met, Sanara shareholders will receive immediate cash plus MiMedx stock, and Sanara will become a private subsidiary (its common stock will be delisted and deregistered under the Exchange Act).
• The Voting Agreement (holders with ~38.9% voting power) and the specified termination provisions increase the likelihood the transaction will proceed, but closing remains subject to regulatory approvals and shareholder vote. The filing also explains how employee equity will be treated (restricted stock converted to cash + MiMedx shares; options converted to a cash amount equal to the merger consideration less exercise price).