Sanara MedTech (SMTI) Proxy filing summary

Executive summary

• A definitive merger agreement was signed for a subsidiary of MiMedx to merge with Sanara, making Sanara a wholly-owned subsidiary of MiMedx, with Sanara shareholders receiving $33.00 in cash and 0.4735 shares of MiMedx stock per Sanara share.

• The implied value of the merger consideration was $35.06–$35.14 per Sanara share, representing a significant premium to recent trading prices.

• The merger is expected to close in Q4 2026, subject to shareholder and regulatory approvals, with MiMedx shareholders owning 97.1% and Sanara shareholders 2.9% of the combined company.

• The merger will be financed by a $300 million senior secured term loan facility, with MiMedx as the accounting acquirer.

• Sanara’s board unanimously recommends approval, citing strategic fit, premium valuation, and a robust sale process.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: approval of the merger, an advisory vote on executive compensation related to the merger, and potential adjournment of the special meeting to solicit more proxies.

• Approval of the merger requires a majority of outstanding shares; the advisory compensation and adjournment proposals require a majority of votes cast.

• A voting agreement binds shareholders representing 39% of Sanara’s shares to vote in favor of the merger.

Board of directors and corporate governance

• No changes are anticipated to MiMedx’s board or management post-merger; Sanara’s board and management recommended the transaction.

• The merger agreement includes customary representations, warranties, and covenants regarding business conduct, regulatory compliance, and non-solicitation of competing offers.