Sanara MedTech Inc. filed an amended Form 8-K/A on August 11, 2026, correcting termination fee amounts reported in its original July 29, 2026 current report disclosing an Agreement and Plan of Merger with MiMedx Group, Inc.

Key Highlights

  • Merger announced: On July 29, 2026, Sanara MedTech entered into an Agreement and Plan of Merger with MiMedx Group, Inc. and merger subsidiary Mustang Merger Sub, Inc.
  • Merger consideration: Each share of Company Stock will be converted into $33.00 per share in cash plus 0.4735 shares of MiMedx Parent Common Stock at the effective time.
  • Stock consideration value: The per share stock consideration represents a value of $2.00 per share, calculated based on the average closing price of Parent Common Stock for the five consecutive trading days immediately prior to July 29, 2026.
  • Termination fee correction: The amendment corrects the original report, which had the termination fees reversed: the fee payable by Sanara MedTech is $9,660,336.00 and the fee payable by MiMedx is $22,540,785.00.
  • Board approval: The Sanara MedTech Board of Directors unanimously determined the merger is advisable, fair to, and in the best interests of the Company and its stockholders, and recommended stockholder approval.
  • Form S-4 planned: MiMedx will file a registration statement on Form S-4 with the SEC, which will include Sanara MedTech's proxy statement for its stockholder meeting relating to the transactions.

Sanara MedTech-MiMedx Merger Terms and Termination Fee Correction

Sanara MedTech Inc. (NASDAQ:SMTI) filed this Amendment No. 1 to its original Form 8-K, which had been filed on July 29, 2026. According to the filing, the sole purpose of the amendment is to correct an error in Item 1.01 of the original report, which had inadvertently transposed the termination fees: the original report stated the fee payable by Sanara MedTech was $22,540,785.00 and the fee payable by MiMedx Group, Inc. was $9,660,336.00. The corrected figures are $9,660,336.00 payable by Sanara MedTech and $22,540,785.00 payable by MiMedx.

As disclosed in the underlying merger agreement, Mustang Merger Sub, Inc., a wholly-owned subsidiary of MiMedx, will be merged with and into Sanara MedTech, with Sanara MedTech surviving as a wholly-owned subsidiary of MiMedx. At the effective time, each share of Sanara MedTech Common Stock, par value $0.001 per share, will be cancelled and converted into the right to receive $33.00 in cash and 0.4735 shares of MiMedx Parent Common Stock. Shares held by any holder entitled to demand appraisal under the Texas Business Organizations Code, and shares held by the Company, Parent, or their subsidiaries, are excluded from receiving merger consideration.

The filing also discloses treatment of equity awards. Company restricted stock will be converted into the right to receive the per share cash consideration and the per share stock consideration. Each outstanding company stock option will be cancelled and converted into a cash payment equal to the merger consideration less the applicable exercise price. The merger agreement includes a non-solicitation covenant for Sanara MedTech, while permitting the Board to engage with unsolicited superior proposals under specific conditions if doing so is necessary to satisfy its fiduciary duties. Parent Common Stock to be issued as merger consideration will be listed on the Nasdaq Stock Market.

What Was Disclosed

Sanara MedTech filed an amended current report correcting transposed termination fees in its July 29, 2026 merger agreement disclosure with MiMedx Group, Inc., and restated the full terms of the all-cash-and-stock merger agreement, including per-share consideration and equity award treatment.