Sanara MedTech files merger proxy for $33 cash plus MiMedx stock deal

What happened

Sanara MedTech Inc. (Nasdaq: SMTI), a Fort Worth, Texas-based company that makes surgical products for wound care and orthopedic procedures, filed a definitive proxy statement on September 4, 2026, seeking shareholder approval for its proposed merger with MiMedx Group, Inc. (Nasdaq: MDXG).

Under the merger agreement signed July 29, 2026, a wholly owned MiMedx subsidiary will merge into Sanara. Each share of Sanara common stock will be converted into the right to receive $33.00 in cash plus 0.4735 shares of MiMedx common stock, which the filing values at $2.00 per share based on MiMedx's average closing price before the announcement. The total implied consideration was $35.14 per Sanara share as of September 1, 2026.

Sanara shareholders will vote on the deal at a special meeting scheduled for September 30, 2026, to be held virtually. The Sanara board unanimously recommends a vote 'FOR' the merger. Certain Sanara shareholders have agreed under a voting agreement to support the transaction.

The stock price barely moved on the filing date, closing at $34.73 on September 4, up $0.01 from the prior close, according to price data.

Why it matters

Sanara MedTech is a smaller company whose shares trade on Nasdaq. MiMedx is a larger regenerative medicine firm. If the merger completes, Sanara will become a wholly owned subsidiary of MiMedx, and Sanara shareholders will own about 2.9% of the combined company, according to the filing.

The filing notes that the cash portion of the consideration is fixed at $33.00 per share, but the value of the stock portion will fluctuate with MiMedx's share price. Shareholders are being asked to approve the deal even though the final market value of the stock component will not be known until closing.

The deal also requires approval of advisory compensation for Sanara's executives tied to the merger, and a proposal to adjourn the meeting if needed to gather more votes.

What this means

This filing is a DEFM14A, a definitive proxy statement used when a company asks shareholders to vote on a merger or acquisition. It combines the proxy statement with a prospectus because MiMedx will issue new shares of its common stock as part of the consideration.

The merger is structured as a reverse triangular merger: a newly formed MiMedx subsidiary, Mustang Merger Sub, merges into Sanara, with Sanara surviving as a wholly owned MiMedx subsidiary. Each Sanara share is cancelled and converted into the merger consideration.

The filing also discloses that shareholders who object to the deal may have appraisal rights under Texas law, allowing them to seek a court-ordered value for their shares instead of accepting the merger consideration.

For the merger to close, Sanara shareholders must approve it at the special meeting. If approved, the transaction is expected to close after the meeting, subject to other conditions described in the filing. The deal has already been approved by both companies' boards.