{"url_path":"/sec/mdxg/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1376339/0001376339-26-000082-index.html","accession_number":"0001376339-26-000082","cik":"0001376339","ticker":"MDXG","issuer_name":"MIMEDX GROUP, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1376339/0001376339-26-000082-index.html","primary_entity_key":"0001376339","primary_entity_name":"MIMEDX GROUP, INC."},"word_count":2361,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement.\n\nAgreement and Plan of Merger\n\nOn July 29, 2026, MiMedx Group, Inc., a Florida corporation ( “MiMedx”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sanara MedTech Inc., a Texas corporation (“Sanara”), 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 Sanara (the “Merger”), with Sanara surviving the Merger as a wholly-owned subsidiary of MiMedx (the “Surviving Corporation”). The Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Transactions.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.\n\nThe Boards of Directors of each of Sanara and MiMedx (the “Sanara Board” and the “MiMedx Board,” respectively) have unanimously approved the Merger Agreement and the Transactions, including, in the case of MiMedx, the Merger and the issuance by MiMedx of common stock, par value $0.001 per share of MiMedx (the “MiMedx Common Stock”) as Merger Consideration (as defined below).\n\nMerger Consideration\n\nPursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, at the effective time of the Merger (the “Effective Time”), each share of Sanara common stock, par value $0.001 per share (“Sanara Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares held by a holder who is entitled to demand and properly demands appraisal of such shares in accordance with Chapter 10, Subchapter H of the Texas Business Organizations Code and (ii) shares held by MiMedx, Sanara or any of their respective subsidiaries (each, an “Excluded Share”)), will be cancelled and converted into the right to receive $33.00 per share in cash, without interest (the “Per Share Cash Consideration”) and 0.4735 shares of MiMedx Common Stock (the “Per Share Stock Consideration,” and together with the Per Share Cash Consideration, the “Merger Consideration”). The Per Share Stock Consideration represents a value of $2.00 per share, calculated based on the average closing price of MiMedx Common Stock for the five consecutive trading days immediately prior to July 29, 2026. At the Effective Time, each Excluded Share will automatically be cancelled and extinguished without any consideration paid for such Excluded Share.\n\nThe shares of MiMedx Common Stock to be issued in connection with the Merger will be listed on the Nasdaq Stock Market. In connection with the issuance of MiMedx Common Stock as Merger Consideration, MiMedx will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include the proxy statement of Sanara for its stockholder meeting relating to the Transactions.\n\nTreatment of Equity Awards\n\nPursuant to the Merger Agreement, immediately prior to the Effective Time, (a) each share of restricted Sanara Common Stock, granted pursuant to Sanara’s equity plans, whether vested or unvested, which is outstanding as of immediately prior to the Effective Time and which is subject to restrictions on transfer and/or forfeiture (the “Sanara Restricted Stock”), will automatically be canceled and converted automatically into the right to receive from Sanara, at or promptly after the Effective Time, an amount (i) in cash (less applicable tax withholdings) equal to the Per Share Cash Consideration and (ii) a number of shares of MiMedx Common Stock equal to the Per Share Stock Consideration (collectively, the “Restricted Stock Consideration”); and (b) immediately prior to the Effective Time, each option that represents the right to acquire Sanara Common Stock, which is outstanding as of immediately prior to the Effective Time (each, a “Sanara Option”) shall, by virtue of the Merger and without any action on the part of Sanara, MiMedx or the holder of such Sanara Option, automatically be cancelled and converted automatically into the right to receive from Sanara, at or promptly after the Effective Time, an amount\n\nin cash (less applicable taxes) equal to the Merger Consideration (with the Per Share Stock Consideration based on the closing price of the shares of MiMedx Common Stock on the last trading day prior to the Closing Date) less the exercise price payable in respect of such Sanara Option (the “Option Consideration”).\n\nRepresentations, Warranties and Covenants\n\nThe Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants relating to Sanara’s conduct of its business between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement, and Sanara’s obligation to convene a meeting of its stockholders to consider and vote upon the adoption and approval of the Merger Agreement.\n\nAdditionally, Sanara is bound by a covenant not to solicit, initiate, or knowingly take any action to facilitate or encourage any competing acquisition proposals. However, at any time before receiving the Sanara Stockholder Approval (as defined below), if the Sanara Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that an unsolicited competing acquisition proposal is or would reasonably be expected to lead to a Superior Proposal and the Board’s failure to engage would be reasonably likely to be inconsistent with its fiduciary duties, then Sanara is permitted to engage in discussions or negotiations with the third party, subject to certain requirements set forth in the Merger Agreement. If, at any time before receiving the Sanara Stockholder Approval, Sanara has received an unsolicited Superior Proposal, then the Sanara Board may make an Adverse Recommendation Change and/or cause Sanara to terminate the Merger Agreement, subject to certain requirements set forth in the Merger Agreement, including first providing MiMedx with customary match rights. In addition, subject to certain conditions and requirements, including first providing MiMedx customary match rights, the Sanara Board may effect an Adverse Recommendation Change (but not terminate the Merger Agreement) in response to an “Intervening Event”.\n\nConditions to the Transactions\n\nThe Merger is subject to the satisfaction or waiver (where permitted by applicable law) of certain closing conditions, including:\n\n•the adoption and approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Sanara Common Stock entitled to vote thereon (the “Sanara Stockholder Approval”);\n\n•the absence of any law, ruling, injunction or order that restrains, enjoins, renders illegal or otherwise prohibits the consummation of the Merger;\n\n•the expiration or earlier termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act;\n\n•the registration statement on Form S-4, pursuant to which the shares of MiMedx Common Stock issuable in connection with the Merger being registered with the SEC and declared effective by the SEC, and the absence of a stop order suspending such registration statement, and the shares of MiMedx Common Stock to be issued in connection with the Merger being approved for listing on Nasdaq;\n\n•the absence of a Material Adverse Effect on Sanara since the date of the Merger Agreement; and\n\n•other customary closing conditions, including the accuracy of each party’s representations and warranties and each party’s compliance with its covenants and agreements contained in the Merger Agreement (subject to certain qualifications as to materiality).\n\nTermination\n\nThe Merger Agreement may be terminated by mutual written agreement of Sanara and MiMedx. In addition, either party may terminate the Merger Agreement if: (i) the Merger has not been consummated on or before July 29, 2027 (the “End Date”), provided that either Sanara or MiMedx may extend the End Date to January 29, 2028 in the event that the requisite antitrust approvals have not been obtained by the End Date; (ii) a court or other governmental authority issues a final, non-appealable order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger; (iii) the Sanara Stockholder Approval is not obtained at a meeting of the Sanara stockholders (or any adjournment or postponement thereof taken in accordance with the Merger Agreement); or (iv) the other party breaches any of its representations, warranties or covenants, the breach would cause certain closing conditions not to be satisfied, and the breach is not curable or, if curable, is not cured within the time period set forth in the Merger Agreement. In addition, the Merger Agreement may be terminated (i) by Sanara, prior to obtaining the Sanara Stockholder Approval, to enter into a definitive agreement with respect to a Superior Proposal, subject to compliance with the applicable provisions of the Merger Agreement and payment of the Sanara Termination Fee described below, and (ii) by MiMedx if at any time prior to obtaining the Sanara Stockholder Approval the Sanara Board effects an Adverse Recommendation Change.\n\nIf the Merger Agreement is terminated under certain circumstances, Sanara would be obligated to pay MiMedx a termination\n\nfee of $9,660,336.00 in cash (the “Sanara Termination Fee”). The Sanara Termination Fee would be payable, among other circumstances, if: (i) the Merger Agreement is terminated by MiMedx following Sanara's board of directors changing or withdrawing its recommendation regarding the Merger; (ii) Sanara terminates the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal; or (iii) following the public disclosure of an alternative acquisition proposal with respect to Sanara, the Merger Agreement is terminated (A) by Sanara or MiMedx for failure to consummate the Merger by the End Date or failure to obtain the Sanara Stockholder Approval or (B) by MiMedx due to a breach by Sanara of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement that would result in any of the closing conditions not being satisfied by the End Date and, in each case, within 12 months after such termination, Sanara enters into a definitive agreement for, or consummates, certain alternative acquisition transactions. Furthermore, MiMedx will be required to pay to Sanara a termination fee of $22,540,785.00 if Sanara terminates the Merger Agreement because of a failure of MiMedx to consummate the Merger when required to do so by the Merger Agreement. In no event will either party be required to pay its applicable termination fee on more than one occasion.\n\nFinancing of the Merger\n\nConcurrently with the entry into the Merger Agreement, MiMedx entered into a debt commitment letter (the “Debt Commitment Letter”), pursuant to which certain funds managed and/or advised by Hayfin Capital Management LLP (the “Lenders”) have committed to provide MiMedx with debt financing in the form of a first lien senior secured term loan facility in an aggregate principal amount of $300.0 million (subject to conditions set forth in the Debt Commitment Letter) (the “Debt Financing”). The obligations of the Lenders to provide debt financing under the Debt Commitment Letter are subject to certain customary conditions, including (i) the execution and delivery of definitive documentation with respect to such financing in accordance with the Debt Commitment Letter and (ii) the consummation of the Mergers in all material respects in accordance with the terms and conditions of the Merger Agreement. In connection with the execution and delivery of definitive documentation with respect to the Debt Financing, MiMedx’s existing credit agreement will be terminated and any amounts outstanding will be repaid in full.\n\nVoting Agreement\n\nConcurrently with the execution of the Merger Agreement, on July 29, 2026, MiMedx entered into a voting agreement (the “Voting Agreement”) with Sanara and certain stockholders of Sanara (the “Specified Stockholders”). Pursuant to the Voting Agreement, each of the Specified Stockholders has agreed, among other things, to vote, or cause to be voted, all of the shares beneficially owned by such Specified Stockholder (the “Shares”) in favor of the adoption of the Merger Agreement and against any alternative acquisition proposal, in each case, subject to certain conditions.\n\nAs of the date of the Merger Agreement, the Specified Stockholders collectively held approximately 38.9% of the total voting power of the Shares. The Voting Agreement also contains restrictions on, among other things, the transfer of the Shares held by the Specified Stockholders.\n\nThe Voting Agreement will terminate upon the earliest of (a) the termination of the Merger Agreement in accordance with its terms, (b) the Effective Time, (c) the termination of the Voting Agreement by written agreement of the parties thereto, (d) the date on which the Sanara Board makes an Adverse Recommendation Change, or (e) such date and time as the Merger Agreement shall have been, without the prior written consent of Sanara’s stockholders, amended or supplemented, or any provision thereof waived, in a manner that changes the form of the consideration or reduces the amount of the Merger Consideration payable (or issuable) in respect of the Shares.\n\nThe foregoing descriptions of the Merger Agreement and Voting Agreement are qualified in their entirety by reference to the full text of the Merger Agreement and Voting Agreement, copies of which is filed as Exhibit 2.1 and 10.1, respectively, to this Current Report on Form 8-K or incorporated by reference herein.\n\nThe Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by each party in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the parties rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures. Accordingly, you should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about the parties."}