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): June 4, 2026
| SANARA MEDTECH INC. |
| (Exact name of registrant as specified in its charter) |
| Texas | 001-39678 | 59-2219994 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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
(Former name or former address, if changed since last report)
Not Applicable
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(s) | Name of each 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 4, 2026, Sanara MedTech Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). A total of 6,701,593 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of the proposals was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2026, as supplemented on such date.
Proposal 1: Election of (i) Seth D. Yon, (ii) Ronald T. Nixon, (iii) Robert A. DeSutter, (iv) Roszell Mack III, (v) Eric D. Major, (vi) Keith G. Myers, (vii) Sara N. Ortwein, (viii) Ann Beal Salamone and (ix) Eric D. Tanzberger to the Board of Directors of the Company, each to serve for a one-year term until the annual meeting of shareholders to be held in 2027 and until his or her successor is elected and qualified.
| Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | |||
| Seth D. Yon | 5,390,547 | 14,240 | 1,296,806 | |||
| Ronald T. Nixon | 5,150,750 | 254,037 | 1,296,806 | |||
| Robert A. DeSutter | 5,076,342 | 328,445 | 1,296,806 | |||
| Roszell Mack III | 5,140,501 | 264,286 | 1,296,806 | |||
| Eric D. Major | 5,140,475 | 264,312 | 1,296,806 | |||
| Keith G. Myers | 5,295,749 | 109,038 | 1,296,806 | |||
| Sara N. Ortwein | 5,152,483 | 252,304 | 1,296,806 | |||
| Ann Beal Salamone | 5,133,487 | 271,300 | 1,296,806 | |||
| Eric D. Tanzberger | 5,139,360 | 265,427 | 1,296,806 |
Proposal 2: Ratification of the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 6,696,035 | 2,198 | 3,360 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||
5,280,546 | 57,530 | 66,711 | 1,296,806 |
Proposal 4: Approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation.
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
991,414 | 51,146 | 4,296,133 | 66,094 | 1,296,806 |
The proposals described above were acted upon by the Company’s shareholders at the Annual Meeting and received a sufficient number of votes to be approved.
Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect until the next shareholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s annual meeting of shareholders to be held in 2029.
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.
| Date: | June 9, 2026 | ||
| Sanara MedTech Inc. | |||
| By: | /s/ Elizabeth B. Taylor | ||
| Name: | Elizabeth B. Taylor | ||
| Title: | Chief Financial Officer | ||