Form 8-K

8-K — Sanara MedTech Inc.

Accession: 0001213900-26-110053

Filed: 2026-10-16

Period: 2026-10-15

CIK: 0000714256

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Other Events

Documents

8-K — ea0308837-8k425_sanara.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0308837-8k425_sanara.htm · Sequence: 1

false

0000714256

2026-10-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

October 15, 2026

SANARA MEDTECH INC.

(Exact name of registrant as specified in its charter)

Texas

001-39678

59-2219994

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

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

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

Name of 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

8.01 Other Events.

previously announced, Sanara MedTech Inc., a Texas corporation (the “Company” or “Sanara”), entered into an Agreement

and Plan of Merger (the “Merger Agreement”) with MiMedx Group, Inc., a Florida corporation (“MiMedx”), and Mustang

Merger Sub, Inc., a wholly-owned subsidiary of MiMedx (“Merger Subsidiary”), pursuant to which, among other things and subject

to the terms and conditions of the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”),

with the Company surviving the Merger as a wholly-owned subsidiary of MiMedx.

October 15, 2026, the Company and MiMedx each received a request for additional information and documentary materials (a “Second

Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the Merger. The

effect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended

(the “HSR Act”), until 30 days after the parties have substantially complied with the Second Request, unless that period

is extended voluntarily by the parties or terminated earlier by the FTC.

Completion

of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver

of the other closing conditions specified in the Merger Agreement. The Company continues to work constructively with the FTC in its review

of the Merger.

Cautionary

Statement Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws made pursuant

to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between

Sanara and MiMedx, which involve substantial risks and uncertainties. Such statements may contain words such as “expect,”

“anticipate,” “will,” “should,” “believe,” “intend,” “plan,”

“estimate,” “predict,” “seek,” “continue,” “outlook,” “may,”

“might,” “should,” “can have,” “have,” “likely,” “potential,”

“target,” “indicative,” “illustrative,” and variations of such words and similar expressions, and

relate in this presentation, without limitation, to statements, beliefs, projections and expectations about future events. Such statements

are based on Sanara’s expectations, intentions and projections regarding Sanara’s future performance, anticipated events

or trends and other matters that are not historical facts. Such forward looking statements include statements relating to, among other

things, Sanara’s expectations with respect to the (i) timing for completion of the Merger, (ii) results, benefits and synergies

of the Merger, (iii) future financial performance and condition, including estimated combined surgical revenue and Adjusted EBITDA margin,

and (iv) benefits of the Merger to the Sanara and MiMedx shareholders. These statements are not guarantees of future performance and

are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those

expressed or implied by such forward-looking statements, including: (i) economic conditions, competition, political risks, and other

risks that may affect Sanara’s future performance, including the impacts of inflationary pressures and other macroeconomic factors

on Sanara’s business, markets, supply chain, customers and workforce, on the credit and financial markets, and on the global economy

generally; (ii) the future market for Sanara’s products can depend on regulatory approval of such products, which might not occur

at all or when expected, and is based in part on assumptions regarding the number of patients who elect less acute and more acute treatment

than Sanara’s products, market acceptance of Sanara’s products, and adequate reimbursement for such therapies; (iii) failure

to realize the anticipated benefits of the Merger; (iv) failure to realize expected benefits from Sanara’s other business strategies;

(v) the risk that a condition to closing may not be satisfied, that applicable regulatory approval may not be obtained, that either party

may terminate the Merger Agreement or that the closing might be delayed or not occur at all; (vi) potential adverse reactions or changes

to business or employee relationships; (vii) adverse developments in the credit markets which could impact Sanara’s ability to

secure financing in the future; (viii) the process of obtaining regulatory clearances or approvals to market a biological product or

medical device from the Food and Drug Administration or similar regulatory authorities outside of the U.S. is costly and time consuming,

and such clearances or approvals may not be granted on a timely basis, or at all, and the ability to obtain the rights to market additional,

suitable products depends on negotiations with third parties which may not be forthcoming; (ix) future sales are uncertain and are affected

by competition, access to customers, patient access to hospitals and healthcare providers, the reimbursement environment and many other

factors; (x) changes in applicable laws or regulations, including environmental, health and safety regulations; (xi) the possibility

that Sanara may be adversely affected by other economic, business, and/or competitive factors; (xii) market and economic conditions,

or Sanara’s financial performance; (xiii) geopolitical risks; and (xiv) other risks and uncertainties, including those discussed

in Sanara’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with Securities and Exchange Commission

(the “SEC”) on March 24, 2026 under the heading “Risk Factors” and those discussed in Sanara’s Quarterly

Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 11, 2026 under the heading “Risk Factors.”

Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Additional information

concerning these risks, uncertainties and other factors that could cause actual results to vary is, or will be, included in the reports

filed by Sanara with the SEC. Forward-looking statements included in this report speak only as of the date hereof and, except as required

by applicable law, Sanara does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a

result of new information, future events or circumstances, after the date of this report.

Important

Information and Where to Find It

connection with the proposed transaction, MiMedx filed with the SEC a registration statement on Form S-4 that includes a proxy statement

of Sanara and that also constitutes a prospectus of MiMedx. Each of Sanara and MiMedx may also file other relevant documents with the

SEC regarding the proposed transaction. This communication is not a substitute for the prospectus or registration statement or any other

document that Sanara or MiMedx may file with the SEC. The final prospectus has been mailed to stockholders of Sanara. INVESTORS AND SECURITY

HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS

WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY

CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free

copies of the registration statement and prospectus) and other documents containing important information about Sanara, MiMedx and the

proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies

of the documents filed with the SEC by Sanara will be available free of charge at the Investors Relations section of Sanara’s website

at https://ir.sanaramedtech.com/. Copies will also be available at no charge on MiMedx’s website at https://investors.mimedx.com/.

Offer or Solicitation

This

communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation

of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of

securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of such jurisdiction.

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.

SANARA MEDTECH INC.

Date: October 16, 2026

By:

/s/ Elizabeth Taylor

Elizabeth Taylor

Chief Financial Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.3

Cover

Oct. 15, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 15, 2026

Entity File Number

001-39678

Entity Registrant Name

SANARA MEDTECH INC.

Entity Central Index Key

0000714256

Entity Tax Identification Number

59-2219994

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1200 Summit Avenue

Entity Address, Address Line Two

Suite 414

Entity Address, City or Town

Fort Worth

Entity Address, State or Province

Entity Address, Postal Zip Code

76102

City Area Code

817

Local Phone Number

529-2300

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.001 Par Value

Trading Symbol

SMTI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration