Sanara Medtech Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve and adopt the July 29, 2026 Agreement and Plan of Merger among Sanara MedTech Inc., MiMedx Group, Inc. and Mustang Merger Sub, Inc., and approve consummation of the merger and related transactions, under which Merger Sub will merge into Sanara and Sanara will become a wholly owned subsidiary of MiMedx. Each Sanara share, other than excluded or properly appraised shares, will be converted into $33.00 in cash and 0.4735 shares of MiMedx common stock, subject to the agreement's terms.

   More detail

   The proposal asks shareholders to approve and adopt the merger agreement and authorize consummation of the MiMedx-Sanara transaction. The structure is a forward merger in which Mustang Merger Sub will merge into Sanara, with Sanara surviving as a wholly owned MiMedx subsidiary. Holders of eligible Sanara common stock would receive $33.00 in cash plus 0.4735 MiMedx shares for each Sanara share, with cash in lieu of fractional shares. The stock exchange ratio is fixed, so the market value of the equity component will fluctuate before closing. The Board emphasized that the consideration represented a substantial premium to Sanara's unaffected and volume-weighted trading prices and was approximately 94% cash based on the agreed stock value. It also viewed the transaction as superior to remaining independent in light of Sanara's capital constraints, borrowing costs, limited trading liquidity, concentrated ownership, and challenges commercializing future products. A competitive sale process contacted 16 potential buyers, but only MiMedx progressed to a signed transaction after other bidders either submitted lower proposals or withdrew following diligence. Truist Securities delivered a fairness opinion, and the Board cited committed debt financing, the absence of a financing condition, regulatory covenants, and negotiated termination protections as supporting execution certainty. The Board nevertheless recognized risks including regulatory delay, financing availability, loss of future standalone upside, deal restrictions, transaction costs, and fluctuation in MiMedx's stock value. The Sanara Board unanimously recommends that shareholders vote FOR the Merger Proposal, and approval requires the affirmative vote of a majority of outstanding shares.

2. 2

   Advisory Compensation Proposal

   ManagementBoard: FOR

   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, as disclosed under Item 402(t) of Regulation S-K.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, merger-related compensation payable to Sanara's named executive officers. The disclosure covers compensation required to be reported under Item 402(t) of Regulation S-K, including cash payments, equity award treatment, retention bonuses, severance, prorated bonuses, and benefits. Under the stated assumptions, estimated total merger-related payments range from $145,390 for former CEO Ronald Nixon to $4,591,881 for CEO Seth Yon, with aggregate amounts driven primarily by equity conversion and executive retention or severance arrangements. Some benefits are single-trigger and arise at closing, while others are double-trigger and require a qualifying termination after the merger. The proposal is separate from and not a condition to approval of the merger itself. Because the vote is advisory, it will not bind Sanara, override existing contractual arrangements, or require the Board to take any action. Sanara argues that the compensation is reasonable and reflects a program designed to retain key executives and align them with shareholders' long-term interests. The Board states that it will consider shareholder concerns if the vote reflects significant opposition. The compensation may remain payable if the merger closes even if shareholders reject this advisory proposal, subject to applicable contractual conditions. The Sanara Board unanimously recommends a vote FOR the proposal, and approval requires a majority of votes cast affirmatively or negatively by shareholders present and entitled to vote.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal, including an adjournment to address a lack of quorum.

   More detail

   The proposal asks shareholders to authorize one or more adjournments of the special meeting if additional time is needed to obtain proxies supporting the merger proposal. It is principally a procedural measure intended to preserve the Board's ability to continue solicitation if the initial vote does not produce the required approval. An adjournment could also be used if insufficient shares are present to establish a quorum. If approved, Sanara could seek to persuade shareholders who previously voted against the merger to change their votes, subject to the procedural limits described in the filing. The proposal therefore does not approve the merger directly and does not change the merger consideration or other deal terms. Its practical effect is to reduce the risk that the merger proposal fails solely because of insufficient participation or an incomplete solicitation effort. The filing expressly notes that an adjournment could occur even if the available proxies indicate that the merger proposal would otherwise be defeated. Approval requires a majority of votes cast affirmatively or negatively by shareholders present and entitled to vote on the proposal. Abstentions, broker non-votes, and failures to vote generally have no effect on the outcome, except insofar as they contribute to an absence of quorum. The Sanara Board unanimously recommends voting FOR the Adjournment Proposal because additional solicitation time may help secure the shareholder approval necessary to complete the transaction.

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When is the Sanara Medtech Inc 2026 special meeting?

Sanara Medtech Inc (SMTI) holds its 2026 special shareholder meeting on Wednesday, September 30, 2026.

What is the record date for the Sanara Medtech Inc 2026 meeting?

The record date for the Sanara Medtech Inc 2026 meeting is Tuesday, September 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sanara Medtech Inc's 2026 meeting?

The board is presenting 11 director nominees at the Sanara Medtech Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sanara Medtech Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Sanara Medtech Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.