Sanara MedTech Inc DEFA14A, filed Sep 13, 2021
Sanara MedTech Inc. (SMTI)
DEFA14A
2021-09-13
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Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Filed
by the Registrant ☒
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Filed
by a Party other than the Registrant ☐
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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SANARA MEDTECH INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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1200
Summit Ave
Suite
414
Fort
Worth, Texas 76102
(817)
529-2300
__________________________________
SUPPLEMENT TO THE PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 30, 2021
__________________________________
Unless the context otherwise requires, references in this proxy
supplement to “we,” “us,”
“our,” the “Company,” “Sanara,”
or “Sanara MedTech” refer to Sanara MedTech Inc., a
Texas corporation, and its consolidated subsidiaries as a
whole.
The
following information supplements the Definitive Proxy Statement on
Schedule 14A (the “Proxy Statement”) that was filed by
the Company with the Securities and Exchange Commission (the
“SEC”) on August 30, 2021 and furnished to the
Company’s shareholders in connection with the solicitation of
proxies by the Company’s Board of Directors (the
“Board”) for the Company’s 2021 Annual Meeting of
Shareholders (the “Annual Meeting”) and any adjournment
or postponement thereof.
This
supplement to the Proxy Statement (this “Supplement”)
is being filed with the SEC and being made available to
shareholders on September 13, 2021. Only shareholders of record as
of August 16, 2021 are entitled to receive notice of, and to vote
at, the Annual Meeting.
The
information in this Supplement is in addition to the information
provided by the Proxy Statement, and except for the changes herein,
this Supplement does not modify any other information set forth in
the Proxy Statement. THE PROXY
STATEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND THIS
SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY
STATEMENT.
(a)
Dismissal of Previous Independent Registered Public Accounting
Firm
On
September 8, 2021, the Audit Committee (the
“Committee”) of the Board of the Company approved the
dismissal of MaloneBailey, LLP (“MaloneBailey”), as the
Company’s independent registered public accounting firm,
effective immediately, and informed MaloneBailey of such dismissal
on the date thereof. The Company filed a Current Report on Form 8-K
(the “Form 8-K”) on September 13, 2021 in connection
with the dismissal of MaloneBailey and the appointment of Weaver
and Tidwell, L.L.P., described below.
As
disclosed in the Form 8-K, the reports of MaloneBailey on the
Company’s consolidated financial statements for the two most
recent fiscal years, ended December 31, 2019 and 2020, did not
contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting
principles.
During
the Company’s two most recent fiscal years, ended December
31, 2019 and 2020, and the subsequent interim period through
September 8, 2021, (i) there were no disagreements, as defined in
Item 304(a)(1)(iv) of Regulation SK, with MaloneBailey on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of MaloneBailey, would have caused
MaloneBailey to make reference to the subject matter of the
disagreements in connection with its reports on the Company’s
consolidated financial statements for such period, and (ii) there
were no “reportable events,” as defined in Item
304(a)(1)(v) of Regulation SK, except that the Company
identified a material weakness in its internal control over
financial reporting related to the small size of the Company and
limited segregation of duties, which was described in Item 9A of
the Company’s Annual Report on Form 10K for the year
ended December 31, 2019.
The
Company provided MaloneBailey with a copy of the disclosures in the
Form 8K and requested that MaloneBailey furnish the Company
with a letter addressed to the SEC stating whether or not it agrees
with the Company’s statements herein. A copy of such letter,
which is dated September 9, 2021, is attached as Exhibit 16.1 to
the Form 8K.
(b)
Appointment of New Independent Registered Public Accounting
Firm
On
September 8, 2021, the Committee approved the engagement of Weaver
and Tidwell, L.L.P. (“Weaver”) as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2021, effective immediately.
During
the fiscal years ended December 31, 2019 and 2020, and the
subsequent interim period through September 8, 2021, neither the
Company nor anyone acting on its behalf has consulted with Weaver
regarding (i) the application of accounting principles to any
specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s
consolidated financial statements, and neither a written report nor
oral advice was provided to the Company that Weaver concluded was
an important factor considered by the Company in reaching a
decision as to any accounting, auditing, or financial reporting
issue, or (ii) any matter that was either the subject of a
“disagreement,” as defined in Item 304(a)(1)(iv) of
Regulation SK, or a “reportable event,” as
defined in Item 304(a)(1)(v) of Regulation SK.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In
connection with the Annual Meeting, we previously filed our Proxy
Statement with the SEC and made available our Proxy Statement,
proxy card and documents incorporated by reference to our
shareholders on August 30, 2021. Before making any voting decision,
you are urged to read the Proxy Statement, including the documents
incorporated by reference, and all related proxy materials
carefully. Copies of the Proxy Statement, the documents
incorporated by reference and all other proxy materials are
available on our website at
http://onlineproxyvote.com/SMTI/.
We are
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file
annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an internet website at
www.sec.gov that contains periodic and current reports, proxy and
information statements and other information regarding registrants
that are filed electronically with the SEC. These documents are
also available, free of charge, through the Investor Relations
section of our website, which is located at
www.sanaramedtech.com.